EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of September 1, 2010 by and between Cambiar Investors LLC (the "Adviser") and The Advisors' Inner Circle Fund (the "Trust") (the "Agreement"), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a "Fund," and collectively, the "Funds").

WHEREAS, the Trust is a Massachusetts voluntary association (commonly known as a business trust) organized under an Agreement and Declaration of Trust, dated July 18, 1991, as amended and restated as of February 18, 1997 (the "Declaration of Trust"), and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management company of the series type, and each Fund is a series of the Trust;

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated June 24, 2002 (the "Advisory Agreement"), pursuant to which the Adviser provides investment advisory services to each Fund for compensation based on the value of the average daily net assets of each such Fund;

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level below the level to which each such Fund would normally be subject in order to maintain each Fund's expense ratios at the Maximum Annual Operating Expense Limit (as hereinafter defined) specified for such Fund in Schedule A hereto;

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of such Fund's business and amounts payable pursuant to any plan adopted in accordance with Rule 12b-1 under the 1940 Act) and expenses for which payment has been made through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund ("Fund Operating Expenses"), exceed the Maximum Annual Operating Expense Limit, as defined in
Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Adviser.

1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund. That Maximum Annual Operating Expense Limit for each Fund contemplates that certain expenses for each Fund may be paid through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund.

1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect to the Excess Amount, each month the Fund Operating Expenses for each Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month of a Fund exceed the Maximum Annual Operating Expense Limit of such Fund, the Adviser shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser may also remit to the appropriate Fund or Funds an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.

1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in
Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to
Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this
Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

2.2. BOARD APPROVAL. No reimbursement shall be paid to the Adviser with respect to any Fund pursuant to this Section 2 unless the Trust's Board of Trustees has determined in advance that the payment of such reimbursement to the Adviser is in the best interests of such Fund and its shareholders.

2.3. METHOD OF COMPUTATION. To determine each Fund's accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses of each Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses of a Fund for any month are less than the Maximum Annual Operating Expense Limit of such Fund, such Fund shall accrue into its net asset value an amount payable to the Adviser sufficient

to increase the annualized Fund Operating Expenses of that Fund to an amount no greater than the Maximum Annual Operating Expense Limit of that Fund, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount. For accounting purposes, amounts accrued pursuant to this
Section 2 shall be a liability of the Fund for purposes of determining the Fund's net asset value.

2.4. PAYMENT AND YEAR-END ADJUSTMENT. Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

3. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall continue in effect with respect to all Funds until September 1, 2011 and shall thereafter continue in effect from year to year for successive one-year periods, provided that this Agreement may be terminated, without payment of any penalty, with respect to any Fund:

(i) by the Trust, for any reason and at any time; and

(ii) by the Adviser, for any reason, upon ninety (90) days' prior written notice to the Trust at its principal place of business, such termination to be effective as of the close of business on the last day of the then-current one-year period; or at such earlier time provided that such termination is approved by majority vote of the Trustees and the Independent Trustees voting separately.

4. MISCELLANEOUS.

4.1. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2. INTERPRETATION. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust's Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities. The Trust's Declaration of Trust, as amended from time to time, is on file in the Office of the Secretary of State of the Commonwealth of Massachusetts. Such Declaration of Trust describes in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest.

4.3. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

4.4. ENFORCEABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

4.5. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements between the Trust and the Adviser in relation to the subject matter hereof with respect to the Funds listed in Schedule A, attached hereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.

THE ADVISORS INNER CIRCLE FUND,
on behalf of each series of the Trust set forth in Schedule A

/s/ Joseph Gallo
----------------------------
Joseph Gallo
Vice President and Secretary

CAMBIAR INVESTORS LLC

/s/ Nancy Wigton
----------------------------
Nancy Wigton
Principal

NAME OF FUND                                                     MAXIMUM ANNUAL
                                                                 OPERATING EXPENSE LIMIT

Cambiar Small Cap Fund, Institutional Class Shares               1.05%
Cambiar Small Cap Fund, Investor Class Shares                    1.30%
Cambiar International Equity Fund, Institutional Class Shares    1.05%
Cambiar International Equity Fund, Investor Class Shares         1.30%
Cambiar Opportunity Fund, Institutional Class Shares             0.95%
Cambiar Opportunity Fund, Investor Class Shares                  1.20%
Cambiar Aggressive Value Fund, Institutional Class Shares        1.10%
Cambiar Aggressive Value Fund, Investor Class Shares             1.35%

THE ADVISORS' INNER CIRCLE FUND

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

Amendment, dated as of June 1, 2010, to the Investment Advisory Agreement, dated as of June 24, 2002, by and between The Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust") and Thompson, Siegel & Walmsley LLC, a Delaware limited liability company (formerly, Thompson, Siegel & Walmsley, Inc., a Virginia corporation) (the "Adviser").

WHEREAS, the Adviser has agreed to reduce its investment advisory fee with respect to the TS&W International Equity Portfolio and the Board of Trustees of the Trust, including all of the Trustees who are not interested persons of the Trust, has approved such reduction.

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

1. SCHEDULE A. Schedule A to the Investment Advisory Agreement is deleted and replaced in its entirety with the attached Revised Schedule A.

2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Investment Advisory Agreement shall continue in full force and effect.

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

THE ADVISORS' INNER CIRCLE FUND,               THOMPSON, SIEGEL & WALMSLEY LLC
ON BEHALF OF THE TS&W INTERNATIONAL EQUITY
PORTFOLIO

By: /S/ JOSEPH M. GALLO                         BY: /S/ HORACE P. WHITWORTH
    -------------------------------             -------------------------------
NAME: Joseph M. Gallo                           NAME: Horace P. Whitworth
TITLE: Vice President and Secretary             TITLE: Co-CEO

PORTFOLIO                                  FEE
---------                                 -----
TS&W Equity Portfolio                     0.75%
TS&W Fixed Income Portfolio               0.45%
TS&W International Equity Portfolio       0.65%

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
dated May 7, 2010 between
THE ADVISORS' INNER CIRCLE FUND

Fund                                                                      Rate
----                                                                      -----
Aviva Investors MAP(SM) 2015 Fund ......................................  0.75%
Aviva Investors High Yield Bond Fund ...................................  0.50%
Aviva Investors Core Aggregate Fixed Income Fund .......................  0.30%

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of __________ __, 2010 by and between Aviva Investors North America, Inc. (the "Adviser") and The Advisors' Inner Circle Fund (the "Trust") (the "Agreement"), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a "Fund," and collectively, the "Funds").

WHEREAS, the Trust is a Massachusetts voluntary association (commonly known as a business trust) organized under an Agreement and Declaration of Trust, dated July 18, 1991, as amended and restated as of February 18, 1997 (the "Declaration of Trust"), and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management company of the series type, and each Fund is a series of the Trust;

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated May 7, 2010 (the "Advisory Agreement"), pursuant to which the Adviser provides investment advisory services to each Fund for compensation based on the value of the average daily net assets of each such Fund;

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level below the level to which each such Fund would normally be subject in order to maintain each Fund's expense ratios at the Maximum Annual Operating Expense Limit (as hereinafter defined) specified for such Fund in Schedule A hereto;

NOW THEREFORE, the parties hereto agree as follows:

1. EXPENSE LIMITATION.

1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to investment advisory fees of the Adviser (but excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of such Fund's business) and expenses for which payment has been made through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund ("Fund Operating Expenses"), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Adviser.

1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund. That Maximum Annual Operating Expense Limit for each Fund contemplates that certain expenses for each Fund may be paid through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund.

1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect to the Excess Amount, each month the Fund Operating Expenses for each Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month of a Fund exceed the Maximum Annual Operating Expense Limit of such Fund, the Adviser shall first waive or reduce its investment advisory fee for such month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any such month is insufficient to pay the Excess Amount, the Adviser may also remit to the appropriate Fund or Funds an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such Excess Amount.

1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of such Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, subject to approval by the Trust's Board of Trustees as provided in
Section 2.2 below, the Adviser shall be entitled to reimbursement by such Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to such Fund pursuant to
Section 1 hereof. The total amount of reimbursement to which the Adviser may be entitled ("Reimbursement Amount") shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this
Section 2, with respect to such waivers, reductions, and payments. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Reimbursement Amount.

2.2. BOARD APPROVAL. No reimbursement shall be paid to the Adviser with respect to any Fund pursuant to this Section 2 unless the Trust's Board of Trustees has determined in advance that the payment of such reimbursement to the Adviser is in the best interests of such Fund and its shareholders.

2.3. METHOD OF COMPUTATION. To determine each Fund's accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses of each Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses of a Fund for any month are less than the Maximum Annual Operating Expense Limit of such Fund, such Fund shall accrue into its net asset value an amount payable to the Adviser sufficient to increase the annualized Fund Operating Expenses of that Fund to an amount no greater than the Maximum Annual Operating Expense Limit of that Fund, provided that such amount paid to

the Adviser will in no event exceed the total Reimbursement Amount. For accounting purposes, amounts accrued pursuant to this Section 2 shall be a liability of the Fund for purposes of determining the Fund's net asset value.

2.4. PAYMENT AND YEAR-END ADJUSTMENT. Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

3. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall continue in effect with respect to all Funds until _______ __, ____ and shall thereafter continue in effect from year to year for successive one-year periods, provided that this Agreement may be terminated, without payment of any penalty, with respect to any Fund:

(i) by the Trust, for any reason and at any time; and

(ii) by the Adviser, for any reason, upon ninety (90) days' prior written notice to the Trust at its principal place of business, such termination to be effective as of the close of business on the last day of the then-current one-year period; or at such earlier time provided that such termination is approved by majority vote of the Trustees and the Independent Trustees voting separately.

4. MISCELLANEOUS.

4.1. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2. Interpretation. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust's Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities. The Trust's Declaration of Trust, as amended from time to time, is on file in the Office of the Secretary of State of the Commonwealth of Massachusetts. Such Declaration of Trust describes in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest.

4.3. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values,

and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.

4.4. ENFORCEABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.

THE ADVISORS INNER CIRCLE FUND,
on behalf of each series of the Trust set forth in Schedule A

/S/ JOSEPH GALLO
--------------------------------
Joseph Gallo
Vice President and Secretary

AVIVA INVESTORS NORTH AMERICA, INC.

/s/
--------------------------------
Principal

                                                          MAXIMUM ANNUAL
NAME OF FUND                                         OPERATING EXPENSE LIMIT
------------                                         -----------------------
Aviva Investors High Yield Bond Fund,
  Institutional Class Shares                                    0.60%
Aviva Investors High Yield Bond Fund,
  Investor Class Shares                                         0.85%
Aviva Investors Core Aggregate Fixed Income Fund,
  Institutional Class Shares                                    0.50%
Aviva Investors Core Aggregate Fixed Income Fund,
  Investor Class Shares                                         0.75%

FORM OF

AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT

THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "AMENDMENT"), effective as of August ____, 2010, by and between The Advisors' Inner Circle Fund (the "Trust") and SEI Investments Distribution Co. ("SIDCO").

WHEREAS:

1. The Trust and SIDCO entered into a Distribution Agreement, dated as of November 14, 1991 (the "DISTRIBUTION AGREEMENT"), pursuant to which, among other things, SIDCO agreed to act as the Distributor with respect to Shares of the Portfolios of the Trust; and

2. The parties hereto desire to amend the Distribution Agreement on the terms and subject to the conditions provided herein.

NOW, THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1. ARTICLE 6 INDEMNIFICATION OF DISTRIBUTOR AND ARTICLE 7 INDEMNIFICATION OF TRUST of Distribution Agreement are hereby revised and replaced in their entirety with the following and subsequent sections of the Distribution Agreement are renumbered accordingly:

ARTICLE 6. INDEMNIFICATION AND CONTRIBUTION

(a) The Trust will indemnify and hold harmless the Distributor and each person, if any, who controls the Distributor within the meaning of either
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 ("Exchange Act") from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor or controlling person may become subject, under the 1933 Act, Exchange Act, 1940 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement or any prospectus, including any summary prospectus (as defined in Rule 498(a)(7) under the 1933 Act) or any amendment, supplement or sticker thereto, or any periodic reports to shareholders, or any document incorporated by reference therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the Trust with respect to the securities covered by the Registration Statement or Prospectus (the "Covered Documents") or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor for any legal or other expenses reasonably incurred by the Distributor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Trust by the Distributor expressly for use therein. In no case is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its shareholders to which the Distributor otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

(b) The Distributor will indemnify and hold harmless the Trust and each person, if any, who controls the Trust within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect

thereof) arise out of a wrongful act or alleged wrongful act of the Distributor or any of its employees or an untrue statement or alleged untrue statement of a material fact contained in the Covered Documents or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Covered Document in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein; and will reimburse the Trust for any legal or other expenses reasonably incurred by the Trust in connection with investigating or defending any such action or claim as such expenses are incurred. In no case is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any other person against any liability to which the Trust or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Article 6 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Trust on the one hand and the Distributor on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Trust on the one hand and the Distributor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Trust on the one hand and the Distributor on the other shall be deemed to be in the same proportion as the amount of gross proceeds received by the Trust from the offering of the Shares under this Agreement (expressed in dollars) bears to the total profit to the Distributor and its affiliates from providing services to the Trust. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Trust on the one hand or the Distributor on the other and the parties' relative

intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Trust and the Distributor agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) The obligations of the Trust under this Article 6 shall be in addition to any liability which the Trust may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Distributor within the meaning of Section 15 of the 1933 Act; and the obligations of the Distributor under this Article 6 shall be in addition to any liability which the Distributor may otherwise have and shall extend, upon the same terms and conditions, to each officer and trustee of the Trust (including any person who, with his or her consent, is named in the registration statement as about to become a trustee of the Trust) and to each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act.

(f) The Trust confirms, represents and warrants that the execution, delivery and performance of the Agreement, including without limitation the provisions of this Article 6, have been duly and validly approved by unanimous affirmative vote of all of the Trustees who are not "interested persons" of the Trust, within the meaning of the 1940 Act.

2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Distribution Agreement shall continue in full force and effect.

3. COUNTERPARTS. This Amendment may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties.

4. ENTIRE AGREEMENT. The Agreement as modified by this Amendment constitutes the entire agreement among the parties with respect to the subject matter contained herein and therein and may only be amended by a writing executed by all parties.

5. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any conflict of laws or choice of laws rules or principles thereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date set forth above.

THE ADVISORS' INNER CIRCLE FUND             SEI INVESTMENTS DISTRIBUTION CO.

By:                                         By:
   ----------------------------                -----------------------------
Name:                                       Name:

Title: Title:

ADDENDUM NO. 1 TO AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED AS OF NOVEMBER 12, 2002

THIS ADDENDUM NO. 1 TO AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this "ADDENDUM") is entered into as of the 19th day of June, 2009, by and between The Advisors' Inner Circle Fund, a Massachusetts business trust (the "TRUST"), on behalf of the Edgewood Growth Fund, a proprietary mutual fund complex (the "FUND COMPLEX"), and SEI Investments Global Funds Services, a Delaware business trust ("SEI GFS"). For purposes of this Amendment, Edgewood Management LLC, adviser of the Fund Complex, shall be referred to as the "ADVISOR."

WHEREAS, the Trust, on behalf of the Fund Complex, and SEI GFS desire to modify the Amendment, dated January 27, 2006 (the "AMENDMENT"), to Amended and Restated Administration Agreement dated as of the 12th day of November, 2002 (the "AGREEMENT") between the Trust, SEI GFS and the Advisor as provided herein.

NOW THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein, the parties hereto intending to be legally bound agree as follows:

1. TERM. The term set forth in the Amendment is deleted and replaced in its entirety as follows:

TERM: This Amendment shall continue in full force and effect until September 11, 2014 (the "Initial Term"). Following expiration of the Initial Term, this Schedule shall continue in effect for successive periods of one year (each, a "Renewal Term"). The Fund Complex will not be held responsible for any remaining term of the contract in the event of a liquidation of all Fund assets prior to expiration of this agreement.

2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement and the Amendment shall continue in full force and effect and govern this Addendum.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized representatives as of the day and year first above written.

THE ADVISORS' INNER CIRCLE FUND,           SEI INVESTMENTS GLOBAL FUNDS SERVICES
ON BEHALF OF THE EDGEWOOD GROWTH FUND

BY: /S/ PHIL MASTERSON                     BY: /S/ JOHN ALSHAFSKI
   -------------------------                  -----------------------------
NAME: Phil Masterson                       NAME: John Alshafski
TITLE: President                           TITLE: SVP

AGREED TO AND ACCEPTED BY:
BY: EDGEWOOD MANAGEMENT LLC

BY: /S/ ALAN BREED
   ------------------------
NAME: Alan Breed
TITLE: Managing Member

Morgan, Lewis & Bockius LLP MORGAN LEWIS 1111 Pennsylvania Avenue, NW COUNSELORS AT LAW Washington, DC 20004
Tel. 202.739.3000
Fax: 202.739.3001
www.morganlewis.com

August 27, 2010

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 (the "Trust"), a Massachusetts voluntary association (commonly known as a business 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 following portfolios of the Trust: the Cambiar Aggressive Value Fund, the Cambiar International Equity Fund, the Cambiar Opportunity Fund, and the Cambiar Small Cap Fund (the "Funds"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 126 to the Registration Statement (the "Amendment") to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

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

(a) a certificate of the Commonwealth of Massachusetts as to the existence of the Trust;

(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 Joseph Gallo, 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 of the Funds; and

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

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

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

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

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial Highlights" in the Prospectuses and "Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference in this Registration Statement (Form N-1A) (Post-Effective Amendment No. 126 to File No. 033-42484; Amendment No. 127 to File No. 811-06400) of The Advisors' Inner Circle Fund of our report dated June 28, 2010, included in the Cambiar Funds 2010 Annual Report to shareholders.

ERNST & YOUNG, LLP

Philadelphia, Pennsylvania
August 24, 2010

GENERAL

The Code of Ethics is predicated on the principle that RHJ owes a fiduciary duty to its clients. Accordingly, RHJ's Employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of clients. At all times, RHJ must:

o PLACE CLIENT INTERESTS AHEAD OF RHJ'S -- As a fiduciary, RHJ must serve in its clients' best interests. In other words, RHJ Employees may not benefit at the expense of advisory clients. This concept is particularly relevant when Employees are making personal investments in securities traded by advisory clients.

o ENGAGE IN PERSONAL INVESTING THAT IS IN FULL COMPLIANCE WITH RHJ'S CODE OF ETHICS -- Employees must review and abide by RHJ's Personal Securities Transaction and Insider Trading Policies.

o AVOID TAKING ADVANTAGE OF YOUR POSITION -- Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with RHJ, or on behalf of an advisory client.

o MAINTAIN FULL COMPLIANCE WITH THE FEDERAL SECURITIES LAWS(1) -- Employees must abide by the standards set forth in Rule 204A-1 under the Advisers Act.

Any questions with respect to RHJ's Code of Ethics should be directed to the Chief Compliance Officer (CCO) and/or President, Thao Buuhoan. As discussed in greater detail below, Employees must promptly report any violations of the Code of Ethics to the CCO. All reported Code of Ethics violations will be treated as being made on an anonymous basis.

GUIDING PRINCIPLES & STANDARDS OF CONDUCT

All Employees of RHJ, and consultants closely associated with the Company, will act with competence, dignity and integrity, in an ethical manner, when dealing with clients, the public, prospects, third-party service providers and fellow Employees. The following set of principles frame the professional and ethical conduct that RHJ expects from its Employees and consultants:

o Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, Employees, and colleagues in the investment profession;

o Place the interests of clients, and the interests of RHJ above one's own personal interests;

o Adhere to the fundamental standard that you should not take inappropriate advantage of your position;

o Avoid any actual or potential conflict of interest;

o Conduct all personal securities transactions in a manner consistent with this policy;

o Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities;

o Practice and encourage others to practice in a professional and ethical manner that will reflect favorably on you and the profession;

o Maintain and improve your professional competence and strive to maintain and improve the competence of other investment professionals.

o Comply with applicable provisions of the federal securities laws. (2)

1. PERSONAL SECURITY TRANSACTION POLICY

Employees may not purchase or sell any security in which the Employee has or may acquire beneficial ownership (as defined further below) unless the transaction occurs in an exempted security or the Employee has fully complied with the requirements of this Personal Security Transaction Policy, as set forth below.

The term "security" includes any note, stock, treasury stock, security future, 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, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or, 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, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

A security would include, but not be limited to:

1. Common stock
2. Preferred stock
3. Closed-end mutual funds
4. Exchange Traded Funds (ETFs)
5. Corporate bonds
6. Municipal bonds
7. Options on stocks

The term "exempted security" includes:

o Direct obligations of the Government of the United States;

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

o Shares issued by money market funds;

o Shares issued by open-end funds (excluding ETFs)), other than reportable funds (3); and

o Shares issued by unit investment trusts that are invested exclusively in one or more open- end funds, none of which are reportable funds.

o Commodities, futures and options traded on a commodities exchange, including currency futures

PRE-CLEARANCE PROCEDURES

RHJ's Employees must obtain written clearance for all personal securities transactions before placing each transaction, with the exception of the following transactions:

1. A purchase or sale of an Exchange Traded Fund (ETFs);

2. A purchase or sale of 250 shares or less per day of any corporate bond or closed-end fixed income mutual fund;

3. A purchase or sale of 25 bonds or less per day of any municipal bond (excluding new offerings); and

4. A purchase or sale of any exempted security;

RHJ reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct. Generally, Employees shall complete RHJ's Pre-Clearance Form (SEE ATTACHMENT A) or may request pre-clearance via email. All pre-clearance requests must be submitted to RHJ's CCO or someone so designated by the CCO. Currently, Tom McDowell, Tim Todaro or Gary Rice may also approve personal securities transactions. Once pre-clearance is granted to an Employee, such Employee may only transact in that security for the remainder of the day. If the Employee wishes to transact in that security on the following or any other day, they must again obtain pre-clearance. Unless otherwise noted, no pre-clearance is required for the exempted transactions noted below.

BLACK OUT PERIODS

No employee shall buy or sell any security within seven (7) calendar days before or two (2) calendar days after a trade in the same security has taken place for any client portfolio, including the affiliated mutual fund portfolios and the hedge fund portfolio. The CCO will review executed client trades upon an employee requesting pre-clearance to ensure that no trades have taken place within the last two days and will inquire with the portfolio managers to determine if any client trades may be placed in the next 7 days.

REPORTABLE SECURITIES

RHJ requires Employees to provide periodic reports (See Reporting section below) regarding transactions and holdings in any security, except exempted securities.

BENEFICIAL OWNERSHIP

Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following are examples of indirect pecuniary interests in securities:

o Securities held by members of Employees' immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included;

o Employees' interests as a general partner in securities held by a general or limited partnership; and

o Employees' interests as a manager/member in the securities held by a limited liability company.

Employees do not have an indirect pecuniary interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they share investment control over the securities held by the entity.

The following circumstances constitute beneficial ownership by Employees of securities held by a trust:

o Ownership of securities as a trustee where either the Employee or members of the Employees' immediate family have a vested interest in the principal or income of the trust;

o Ownership of a vested beneficial interest in a trust; and

o An Employee's status as a settlor/grantor of a trust, unless the consent of all of the beneficiaries is required in order for the Employee to revoke the trust.

EXEMPT TRANSACTIONS

The following transactions are considered exempt transactions (not to be confused with exempt securities) and therefore do not require reporting under the Personal Security Transaction Policy:

o Any security transaction in an account over which the Employee does not have any direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the Employee, accounts of family members outside of the immediate family would not be subject to review.

o Purchases that are part of an automatic investment plan. (4)

From time to time, the Compliance Officer may exempt certain transactions on a fully documented trade-by-trade basis.

INVESTMENTS IN LIMITED OFFERINGS AND INITIAL PUBLIC OFFERINGS ("IPOS")5

No Employee shall acquire, directly or indirectly, any Beneficial Ownership in any limited offering or IPO without first obtaining prior approval of the Compliance Officer in order to preclude any possibility of their profiting improperly from their positions on behalf of a client. The Compliance Officer shall (a) obtain from the Employee full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Employee's activities on behalf of a client; and (b) conclude, after consultation with a Portfolio Manager (who has no personal interest in the issuer of the limited offering or IPO), that no clients have any foreseeable interest in purchasing such security. A record of such approval by the Compliance Officer and the reasons supporting those decisions shall be kept as required in the Records section of this Policy. Please refer to Attachment B for a copy of the Limited Offering and IPO Request and Reporting Form.

RESTRICTIONS ON NEW ISSUES OF EQUITY SECURITIES ("NEW ISSUES")(6)

No Employee shall acquire, directly or indirectly, any Beneficial Ownership in any New Issue (including new issues of municipal bonds) without first obtaining prior approval of the Compliance Officer in order to preclude any possibility of their profiting improperly from their positions on behalf of a client. The Compliance Officer shall (a) obtain from the Employee full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Employee's activities on behalf of a client; and (b) conclude, after consultation with a Portfolio Manager (who has no personal interest in the issuer of the New Issue), that no clients have any foreseeable interest in purchasing such security. A record of such approval by the Compliance Officer and the reasons supporting those decisions shall be kept as required in the Records section of this Policy.

FINRA Rule 5130 prohibits the sale of New Issues to any account in which a "restricted person" has a beneficial interest, except under certain situations. The term "restricted person" includes any person of an investment adviser who has the authority to buy or sell securities and an immediate family member of such a restricted person that materially supports, or receives materially support from, such person. Thus, all restricted persons of RHJ, including members of RHJ's investment personnel, are prohibited, in almost all circumstances except as noted in further detail below, from purchasing an NIES.

The prohibitions on the purchase and sale of New Issues with respect to Rule 5130 do not apply to: 1) ISSUER-DIRECTED SECURITIES, or those that are specifically directed by the issuer to persons that are restricted persons (i.e., directors), subject to certain conditions; 2) the account of a restricted person who is an existing equity owner of an issuer (ANTI-DILUTION PROVISIONS), subject to certain

(6) The term "new issue" is defined as any initial public offering of an equity security as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, made pursuant to a registration statement or offering circular. This restriction does not apply to, among other securities:
secondary offerings, offerings of debt securities, offerings of a security of a commodity pool, rights offerings, exchange offers, and offerings of convertible or preferred securities. (See FINRA Rule 5130 Restrictions on the Purchase and Sale of IPOs of Equity Securities).

conditions; and 3) Stand-By Purchasers, or those who purchase and sell securities pursuant to a stand-by agreement subject to certain conditions.

Employees are encouraged to review Rule 5130 and discuss such with the Compliance Officer prior to the purchase and/or sale of any New Issues.

REPORTING

In order to provide RHJ with information to enable it to determine with reasonable assurance any indications of "scalping", "front-running" or the appearance of a conflict of interest with the trading by RHJ clients, each Employee of RHJ shall submit the following reports in the forms attached hereto to the Compliance Officer showing all transactions, except for exempt transactions listed above, in securities, except for exempt securities listed above, in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership.

QUARTERLY TRANSACTION REPORTS

Employees shall be required to instruct their broker-dealers to send to RHJ duplicate broker trade confirmations and/or account statements of the Employee which shall be received by the Compliance Officer or designee, at a minimum, no later than thirty (30) days after the end of each calendar quarter. If an Employee's trades do not occur through a broker-dealer (i.e., purchase of a private investment fund), such transactions shall be reported separately on the quarterly personal securities transaction report provided in ATTACHMENT C. The quarterly transaction reports shall contain at least the following information for each transaction in a Reportable Security in which the Employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership(7): (a) the date of the transaction, the title, and as applicable the exchange ticker symbol

or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved;
(b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (c) the price of the Reportable Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted.

Employees who do not maintain brokerage accounts for their own personal trading will be required at a minimum to confirm in writing that they do not have personal securities transactions to report. This acknowledgement can be documented on the quarterly personal securities transaction report provided in ATTACHMENT C.

INITIAL AND ANNUAL HOLDINGS REPORTS

New RHJ Employees are required to report all of their personal securities holdings no later than 10 days after the commencement of their employment (SEE ATTACHMENT D FOR A COPY OF THE INITIAL HOLDINGS REPORT). The initial holdings report must be current as of a date not more than 45 days prior to the date the person becomes an Employee.

Existing Employees are required to provide RHJ with a complete list of securities holdings on an annual basis, or on or before February 14(th) (as determined by RHJ) of each year. The report shall be current as of December
31(st) , which is a date no more than 45 days from the final date the report is due to be submitted. (SEE ATTACHMENT E FOR A COPY OF THE ANNUAL HOLDINGS REPORT).

Each holdings report (both the initial and annual) must contain, at a minimum:
(a) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person's direct or indirect benefit; and (c) the date the access person submits the report.

Employees who do not have any securities holdings or maintain brokerage accounts for their own personal trading will be required at a minimum to confirm such in writing. This acknowledgement can be documented on the initial and annual holdings report.

DUPLICATE COPIES

A form brokerage letter is attached to this Policy as ATTACHMENT F. In order to help ensure that duplicate brokerage confirmations and/or statements are received for all accounts pertaining to a particular Employee, such Employee may complete and send a brokerage letter similar to Attachment F to each bank, broker or dealer maintaining an account on behalf of the Employee.

TRADING AND REVIEW

Though not prohibited by this Personal Security Transaction Policy, RHJ does not expect its Employees to engage in frequent short-term (60 days) trading. In addition, except for limited circumstances and subject to pre-clearance approval, RHJ forbids its Employees to trade opposite of the Company's recommendations. RHJ strictly forbids "front-running" client accounts, which is a practice generally understood to be Employees personally trading ahead of client accounts. The CCO will closely monitor Employees' investment patterns to detect these abuses. Thao Buuhoan, President and Chief Operating Officer (COO) will monitor the CCO's personal securities transactions for compliance with the Personal Security Transaction Policy.

The CCO shall also conduct a post-trade review of RHJ Employees' personal trading. All Employee trades must be reported to the CCO within thirty (30) days after the end of each calendar quarter. The CCO will then compare such trades to the quarterly download of RHJ's clients' trades and this Code.

The reason for the development of a post transaction review process is to ensure that RHJ has developed procedures to supervise the activities of its Employees. The comparison of Employee trades to those of advisory clients will identify potential conflicts of interest or the appearance of a potential conflict.

If RHJ discovers that an Employee is personally trading contrary to the policies set forth above, the Employee shall meet with the Compliance Officer and President to review the facts surrounding the transactions. This meeting shall help RHJ to determine the appropriate course of action.

REPORTING VIOLATIONS AND REMEDIAL ACTIONS

RHJ takes the potential for conflicts of interest caused by personal investing very seriously. As such, RHJ requires its Employees to promptly report any violations of the Code of Ethics to the CCO. RHJ's management is aware of the potential matters that may arise as a result of this requirement, and shall take action against any Employee that seeks retaliation against another for reporting violations of the Code of Ethics.

If any violation of RHJ's Personal Security Transaction Policy is determined to have occurred, the CCO may impose sanctions and take such other actions as he deems appropriate, including, without limitation, requiring that the trades in question be reversed, requiring the disgorgement of profits, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with

applicable employment laws and regulations. Any profits forfeited shall be paid to the applicable client(s), if any, or given to a charity, as the CCO shall determine is appropriate.

No person shall participate in a determination of whether he or she has committed a violation of this Policy or in the imposition of any sanction against himself or herself.

DISCLOSURE

RHJ shall describe its Code of Ethics to clients in Part II of Form ADV and, upon request, furnish clients with a copy of the Code of Ethics. All client requests for RHJ's Code of Ethics shall be directed to the Compliance Officer

RECORDKEEPING

RHJ shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of the Securities and Exchange Commission or RHJ's management.

o A copy of this Policy and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

o A record of any violation of this Policy and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

o A record of all written acknowledgements (annual certifications) as required by this Policy for each person who is currently, or with the past five years was, an Employee of RHJ.

o A copy of each report made pursuant to this Policy by an Employee, including any information provided in lieu of reports, shall be preserved by the Company for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

o A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Policy, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;

o A record of all pre-clearance requests, including the decisions made; and

o The Company shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by Employees for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

RESPONSIBILITY

The Compliance Officer will be responsible for administering the Personal Security Transaction Policy. All questions regarding the policy should be directed to the Compliance Officer.

2. INSIDER TRADING POLICY

Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser's business, to prevent the misuse of material, non-public information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, RHJ has instituted procedures to prevent the misuse of non-public information.

Although "insider trading" is not defined in securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law. In the past, securities laws have been interpreted to prohibit the following activities:

o Trading by an insider while in possession of material non-public information; or

o 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

o Communicating material non-public information to others in breach of a fiduciary duty.

o RHJ's Insider Trading Policy applies to all of its Employees. Any questions should be directed to the Compliance Officer and/or MP.

WHOM DOES THE POLICY COVER?

This policy covers all of RHJ's Employees as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Employee is an officer, director or 10% or greater stockholder and a partnership of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership.

WHAT INFORMATION IS MATERIAL?

Individuals may not be held liable for trading on inside information unless the information is material. "Material information" is generally defined as information for which there is a substantial likelihood that an investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities.

Advance knowledge of the following types of information is generally regarded as "material":

o Dividend or earnings announcements
o Write-downs or write-offs of assets
o Additions to reserves for bad debts or contingent liabilities
o Expansion or curtailment of company or major division operations
o Merger, joint venture announcements
o New product/service announcements
o Discovery or research developments
o Criminal, civil and government investigations and indictments
o Pending labor disputes
o Debt service or liquidity problems
o Bankruptcy or insolvency problems
o Tender offers, stock repurchase plans, etc.
o Recapitalization

Information provided by a company could be material because of its expected effect on a particular class of a company's securities, all of the company's securities, the securities of another company, or the securities of several companies. The misuse of material non-public information applies to all types of securities, including equity, debt, commercial paper, government securities and options.

Material information does not have to relate to a company's business. For example, material information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material.

WHAT INFORMATION IS NON-PUBLIC?

In order for issues concerning insider trading to arise, information must not only be material, but also non-public. "Non-public" information generally means information that has not been available to the investing public.

Once material, non-public information has been effectively distributed to the investing public, it is no longer classified as material, non-public information. However, the distribution of non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination.

RHJ's Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information. Whether the "tip" made to the Employee makes him/her a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.

The "benefit" is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Employees may also become insiders or tippees if they obtain material, non-public information by happenstance, at social gatherings, by overhearing conversations, etc.

PENALTIES FOR TRADING ON INSIDER INFORMATION

Severe penalties exist for firms and individuals that engage in the act of insider trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.

PROCEDURES TO FOLLOW IF AN EMPLOYEE BELIEVES THAT HE/SHE POSSESSES MATERIAL, NON-PUBLIC INFORMATION

If an Employee has questions as to whether they are in possession of material, non-public information, they must inform the Compliance Officer and President, CEO or Managing Partner ("MP") as soon as possible. From this point, the Employee, Compliance Officer and MP will conduct research to determine if the information is likely to be considered important to investors in making investment decisions, and whether the information has been publicly disseminated.

Given the severe penalties imposed on individuals and firms engaging in insider trading, Employees:

o Shall not trade the securities of any company in which they are deemed insiders who may possess material, non-public information about the company.

o Shall not engage in securities or derivatives transactions of any company, except in accordance with RHJ's Personal Security Transaction Policy and the securities laws.

o Shall submit personal security trading reports in accordance with the Personal Security Transaction Policy.

o Shall not discuss any potentially material, non-public information with colleagues, except as specifically required by their position.

o Shall immediately report the potential receipt of non-public information to the CCO and President or MP.

o Shall not proceed with any research, trading, etc. until the Compliance Officer and President or MP informs the Employee of the appropriate course of action.

3. SERVING AS OFFICERS, TRUSTEES AND/OR DIRECTORS OF OUTSIDE ORGANIZATIONS

Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations by completing Attachment G. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.

At certain times, RHJ may determine that it is in its clients' best interests for an Employee(s) to serve as an officer or on the board of directors of an outside organization. For example, a company held in clients' portfolios may be undergoing a reorganization that may affect the value of the company's outstanding securities and the future direction of the company. Service with organizations outside of RHJ can, however, raise serious regulatory issues and concerns, including conflicts of interests and access to material non-public information.

As an outside board member or officer, an Employee may come into possession of material non-public information about the outside company, or other public companies. It is critical that a proper information barrier be in place between RHJ and the outside organization, and that the Employee does not communicate such information to other RHJ Employees in violation of the information barrier.

Similarly, RHJ may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Employee must not be involved in the decision to retain or hire RHJ.

RHJ Employees are prohibited from engaging in such outside activities without the prior written approval from the Compliance Officer. Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV.

4. GIFT POLICY

Employees may not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with RHJ, or on behalf of an advisory client. However, Employees may accept gifts from a single giver in aggregate amounts not exceeding $100 and may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable and both the giver(s) and the Employee(s) are present. All gifts received must be reported to the CCO, including the name of the giver of the gift, the reason for the gift, a description of the gift and the date the gift was received.

Employees may also give any gift to anyone who does business with the firm, not in excess of $100. However, business meals, sporting events and other entertainment events may be given so long as the expense is reasonable and the employee giving the gift is present. All gifts given must be reported to the CCO, including the name of the employee giving the gift, the reason for giving the gift, a description of the gift being given and the date the gift was given.

POLITICAL CONTRIBUTIONS

RHJ or any RHJ employee may not give a political contribution to any political official or candidate in excess of $250 per political official or candidate. All political contributions must be reported in writing, using ATTACHMENT H, to the CCO within 10 days after the contribution has been made. The information being reported must include the name of the employee that gave the contribution, the name of the office holder or candidate that received the contribution, the office the recipient is running for, the amount of the contribution, whether or not the contributing employee is eligible to vote for the recipient and whether or not the official or candidate has an existing or potential relationship with the Firm and/or the contributing employee.

CHARITABLE CONTRIBUTIONS

Employees are not restricted in regards to giving personal charitable contributions; however, RHJ or an RHJ employee on behalf of the Firm must report all charitable contributions given by RHJ or an RHJ employee on behalf of the Firm, using Attachment H, to the CCO within 10 days after the contribution has been made. The information being reported must include the name of the employee that gave the contribution, the name of the recipient of the contribution, the amount of the contribution and whether or not the charity or any person associated with the charity has an existing or potential relationship with the firm and/or the employee giving the contribution.

RESPONSIBILITY

The Compliance Officer will be responsible for administering the Insider Trading, Serving as Officers, Trustees and/or Directors of Outside Organizations, Gift Policies, Political Contributions and Charitable Contributions. All questions regarding these policies should be directed to the Compliance Officer.

1.  Buy                     Sell               Short
       --------------------      ------------        ----------------

2.  Security
             ------------------------------------------------------------------

3. Common Stock            Option           Debt             Other
               -----------        ---------      ----------       -------------

4.  If applicable, is the Equity a "New Issue"?   Yes           No
                                                      --------     -----------
5.  Symbol
           --------------------------

6.  Number of Shares/Contracts/Principal
                                         ------------------------------
7.  Price
          -------------------

8. Brokerage Account Number
                           ---------------------------

9. Employee has no inside information or other knowledge pertaining to this proposed transaction that constitutes a violation of Company policy or securities laws.

10. Any transaction described above establishing a position in a security is undertaken with the intention of holding such position for not less than thirty (30) days.

11. Any transaction described above establishing a position in a security is undertaken with the intention of holding such position for not less than sixty (60) days if the security is held in a client account as of the date below.

Employee                                                     (PRINT NAME)
        -----------------------------------------------------

Signed
       ---------------------------------------------------   -------------
                                                             Date

By signing below, the individual verifies that the proposed transaction described above does not violate RHJ's Personal Security Transaction Policy. Note: One signature is required for pre-clearance.

---------------------------------------------------            --------------
Compliance Officer                                                  Date

---------------------------------------------------            --------------
Portfolio Manager                                                   Date

                                                                Employee Log [ ]

ATTACHMENT B -- CODE OF ETHICS

LIMITED OFFERING & IPO REQUEST AND REPORTING FORM

By signing below, I certify and acknowledge the following:

1. I am not investing in this limited offering or IPO to profit improperly from my position as an RHJ Employee;

2. The investment opportunity did not arise by virtue of my activities on behalf of an RHJ client; and

3. To the best of my knowledge, no RHJ clients have any foreseeable interest in purchasing this security.

Furthermore, by signing below, I certify that I have read the RHJ Code of Ethics and believe that the proposed trade fully complies with the requirements of this policy. I understand RHJ reserves the right to direct me to rescind a trade even if approval is granted. I also understand that a violation of this policy will be grounds for disciplinary action or dismissal and may also be a violation of federal and/or state securities laws.

INTERNAL USE ONLY

ATTACHMENT C -- CODE OF ETHICS

QUARTERLY SECURITIES TRANSACTION REPORT

During the quarter referred to above, the following transactions were effected in securities, for which I do not have a brokerage statement, in which I may be deemed to have had, or by reason of such transaction acquired, a direct or indirect Beneficial Ownership, and which are required to be reported pursuant to RHJ's Code of Ethics.

-------------------------------------------------------------------------------------
                                              PRINCIPAL
SECURITY   TICKER/CUSIP    DATE     SHARES     AMOUNT    BUY/SELL   PRICE   CUSTODIAN
-------------------------------------------------------------------------------------

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

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

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

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

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

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

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

** Please note that ALL accounts must be listed (including Non-Covered Securities).

This report (i) excludes holdings with respect to which I had no direct or indirect influence or control, and (ii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.

ATTACHMENT D -- CODE OF ETHICS

INITIAL HOLDINGS REPORT

The following is a list of current holdings as of a date not more than 45 days prior to the date I became an Employee of RHJ: If I have no brokerage accounts open, I am so stating below.

This report (i) excludes holdings with respect to securities held in accounts over which I have no direct or indirect influence or control, and (ii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.

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

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

ATTACHMENT E -- CODE OF ETHICS

ANNUAL HOLDINGS REPORT

In addition to my brokerage statements, I am attaching a list of current holdings, as of DATE, which is no more than 45 days prior to the submission date of this Report. If I have no brokerage accounts open, I am so stating below.

This report (i) excludes holdings with respect to securities held in accounts over which I have no direct or indirect influence or control, and (ii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the securities listed above.

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

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

ATTACHMENT F -- CODE OF ETHICS

SAMPLE OF BROKERAGE LETTER

[DATE]

[NAME OF CUSTODIAN]
[ADDRESS]
[CITY, STATE ZIP]

Dear [NAME],

As of [DATE], please send to the undersigned a duplicate confirmation of each transaction in the above named account and monthly brokerage account statements for the above named account.

Please consider this letter our written request to receive confirmations via the Institutional Delivery "ID" system of the Depository Trust Company "DTC" for the above accounts.

Institution ID = 71397
Agent Bank # = 99999
Special Instruction Field = ATTN: Compliance Department

If you have any questions or concerns, please feel free to give me a call at my phone number below Thank you for your immediate attention to this matter.

Sincerely,

[Name]

cc: [Name]

ATTACHMENT G -- CODE OF ETHICS

REQUEST FOR APPROVAL OF OUTSIDE ACTIVITY FORM

The undersigned hereby requests approval for participation in the following outside activity:

If this request for approval is granted:

o I agree to notify the Chief Compliance Officer of any change in the above information.

o I agree, for private or not-for-profit organizations, to seek approval to retain my position, as described above, if the organization decides to offer securities to the public, or ceases to maintain its not-for-profit status.

o I am aware of no other employees who are officers or directors of the organization noted above.

o I agree to adhere to the insider trading policies of both Rice Hall James & Associates, LLC ("RHJ") and the organization, and not to communicate any material non-public information in my possession regarding the organization to RHJ's investment advisory or research staff.

o I will avoid participation in discussions regarding service, investment management, or other arrangements with RHJ or its affiliates, and will recuse myself from voting on any such matters.

ATTACHMENT H -- CODE OF ETHICS

REPORTING OF POLITICAL OR CHARITABLE CONTRIBUTION

SECTION I: CONTRIBUTION INFORMATION

Type of contribution made: (Please circle one) Political Charitable

Name of contributor*:

If yes, please describe the relationship:

IF POLITICAL CONTRIBUTION, PLEASE COMPLETE THE FOLLOWING ADDITIONAL INFORMATION:

Political office the recipient is running for:

SECTION II: CERTIFICATION OF CONTRIBUTOR

BY SIGNING BELOW, I CERTIFY TO THE FOLLOWING:

o This contribution was not made to directly or indirectly obtain any type of business or favors for myself or RHJ.

o To the best of my knowledge, neither I nor RHJ will benefit directly or indirectly from this contribution.

o The above information is true and correct.

* IF RHJ IS THE CONTRIBUTOR, PLEASE SPECIFY AND INCLUDE NAME AND TITLE OF OFFICER REPORTING ON BEHALF OF THE FIRM.

April 2010

[ACADIAN ART OMITTED] Code of Ethics

ACADIAN ASSET MANAGEMENT LLC

CODE OF ETHICS

Updated as of January 2010

Introduction                                                                   5
General Principles                                                             6
Scope of the Code                                                              7
Persons Covered by the Code                                                    7
Accounts Covered by the Code                                                   7
   How to report accounts                                                      8
Securities Covered by the Code                                                 8
Blackout Periods and Restrictions                                              9
Short-Term Trading                                                             9
Old Mutual and Affiliate Stock                                                10
Exceptions to Pre-clearance, Blackout and Short-Term Trading                  10
Standards of Business Conduct                                                 10
Compliance with Laws and Regulations                                          10
Conflicts of Interest                                                         11
   Conflicts among Client Interests                                           11
   Competing with Client Trades                                               11
   Other Potential Conflicts Provisions                                       11
   Disclosure of Personal Interest                                            11
   Referrals/Brokerage                                                        11
   Vendors and Suppliers                                                      11
   Soft Dollars                                                               12
   Front running                                                              12
   Churning                                                                   12
Market Manipulation and Insider Trading                                       12
   Penalties                                                                  12
   Material Non-public Information                                            12
Gifts and Entertainment                                                       13
   General Statement                                                          13
   Gifts                                                                      14
      Receipt                                                                 14
      Offer                                                                   14
      Taft Hartley and Public Plan Clients and Prospects                      14
   Cash                                                                       14
   Entertainment                                                              14
      Taft Hartley and Public Plan Clients and Prospects                      14
   Expense Reports for Gifts and Entertainment                                15
   Conferences                                                                15
   Quarterly Reporting                                                        15


Updated as of January 2010                                                     2

Political and Charitable Contributions                                        15
Confidentiality                                                               16
Service on a Board of Directors                                               16
Partnerships                                                                  17
Other Outside Activities                                                      17
Marketing and Promotional Activities                                          17
Affiliated Broker-Dealers                                                     17
Compliance Procedures                                                         17
Reporting of Access Person Investment Accounts                                17
Duplicate Statements                                                          18
Personal Securities Transactions Pre-clearance Procedures                     18
   Securities requiring pre-clearance                                         18
   Initial Public Offerings                                                   19
   Limited of Private Offerings                                               19
Quarterly Reporting                                                           19
   Transactions                                                               19
   Gifts and Entertainment                                                    19
Annual Reporting                                                              19
Year-End Holding Reports                                                      20
New Hire Reporting                                                            20
Review and Enforcement                                                        20
Certification of Compliance                                                   21
   Initial Certification                                                      21
   Acknowledgement of Amendments                                              21
   Annual Certification                                                       21
Miscellaneous                                                                 21
Excessive or Inappropriate Trading                                            21
Access Person Disclosure and Reporting                                        22
Responsibility to Know Rules                                                  23
Recordkeeping                                                                 23
Form ADV Disclosure                                                           24
Administration and Enforcement of the Code                                    24
Training and Education                                                        24


Updated as of January 2010                                                     3

   New Hires                                                                  24
   Annual                                                                     24
Executive Committee Approval                                                  24
Report to Fund CCOs and Boards                                                24
Report to Senior Management                                                   25
Reporting Violations                                                          25
   Confidentiality                                                            25
   Advice of Counsel                                                          25
   Apparent Violations                                                        25
   Retaliation                                                                25
Sanctions                                                                     25
Further Information about the Code                                            25
Persons Responsible for Enforcement and
 Training                                                                     25
Reporting Forms                                                               26
Questions and Answers                                                         26

--------------------------------------------------------------------------------
INTRODUCTION
--------------------------------------------------------------------------------

Acadian Asset Management LLC ("Acadian") is a quantitative based investment
manager following over 40,000 securities on a daily basis.  With limited
exceptions(1), daily buy and sell lists are generated automatically via an
optimizer, and are not the result of individual stock selection or buy and sell
decisions of any employee.  There is no "recommended" list maintained.  As a
result, on any given day it is possible that our trade optimizer could
recommend that any security in the universe of over 40,000 be traded on behalf
of a client.

With limited exceptions(2), all trades are done as part of "program" trading
and executed through the program trading desks of global securities brokers.
No brokers or dealers affiliated with Acadian through common ownership are
utilized for trading.

Acadian's Code of Ethics (the "Code") attempts to recognize this approach to
investment management by striking a balance in an effort to ensure that a
client is not materially impacted by the actions of Acadian or an Acadian
"Access Person" while continuing to permit such Access Persons to engage in
personal trading and activities that the firm deems permissible. Compliance
with the Code is a condition of employment with the firm.

Acadian has adopted this Code pursuant to Rule 204A-1 under the Investment
Advisers Act of 1940 (the "Advisers Act") and rule amendments under Section 204
of the Advisers Act. The Code sets forth standards of conduct expected of
Acadian's employees, consultants, and contractors and addresses conflicts that
may arise from personal trading.  Whether an individual is considered an
"Access Person" under the Code and thus subject to Code compliance is dependent
upon various factors including: job responsibilities the individual has on
behalf of the firm, type of access they have to certain internal portfolio
construction, research, and trading databases, and whether they primarily work
on-site. Ultimate determination as to whether any individual or action is
subject to the Code, or exempt from the Code, is left to the Chief Compliance
Officer and Compliance Committee.

The policies and procedures outlined in the Code are intended to promote
compliance with fiduciary standards by Acadian and our Access Persons. As a
fiduciary, Acadian has the responsibility to render professional, continuous
and unbiased investment advice, owes our clients a duty of honesty, good faith
and fair dealing, must act at all times in the best interests of our clients,
and must avoid or disclose conflicts of interests.

This Code is designed to:

     o    Protect Acadian's clients by deterring misconduct;o Guard against
          violations of the securities laws;

     o    Educate Access Persons regarding Acadian's expectations and the laws
          governing their conduct;

     o    Remind Access Persons that they are in a position of trust and must
          act with complete propriety at all times;

o Protect the reputation of Acadian; and

o Establish policies and procedures for Access Persons to follow so that Acadian may determine whether Access Persons are complying with our ethical principles and regulatory requirements.

Updated as of January 2010 5

This Code is based upon the principle that the members of our Board of Managers, officers and other Access Persons owe a fiduciary duty to, among others, our clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid materially (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with Acadian; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of Acadian's Chief Compliance Officer to report violations of the Code to Acadian's Executive Committee, and if deemed necessary, to our full Board of Managers, and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

Our principles and philosophy regarding ethics stress Acadian's overarching fiduciary duty to our clients and the obligation of our Access Persons to uphold that fundamental duty. In recognition of the trust and confidence placed in Acadian by our clients and to give effect to the belief that Acadian's operations should be directed to benefit our clients, Acadian has adopted the following general principles to guide the actions of our Access Persons:

1. The interests of clients are paramount. All Access Persons must conduct themselves and their operations to give maximum effect to this belief by placing the interests of clients before their own.

2. All personal transactions in securities by Access Persons must be accomplished so as to not materially conflict with the interests of any client.

3. All Access Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise brings into question the person's independence or judgment.

4. Personal, financial, and other potentially sensitive information concerning our clients, prospects, and other Access Persons will be kept strictly confidential. Access Persons will only access this information if it is required to complete their jobs and will only disclose such information to others if it is required to complete their jobs and to deliver the services for which the client has contracted.

5. All Access Persons will conduct themselves honestly, with integrity and in a professional manner to preserve and protect Acadian's reputation.

The Securities and Exchange Commission (the "SEC") and federal law requires that the Code not only be adopted but that it must also be enforced with reasonable diligence. The Compliance Group will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including monetary penalties and the potential for the termination of employment. In addition, non-compliance with the Code can have severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits, and sanctions on your ability to remain employed in any capacity in the investment advisory business.

Updated as of January 2010 6

A. PERSONS COVERED BY THE CODE

Persons covered by the Code or "Access Person(s)" may include employees, consultants, contractors and certain immediate family members(3) or other persons subject to the financial support of the Access Person. A person whose job responsibilities require him or her to spend a significant amount of time working on-site or that give him or her access to Acadian's research and/or trading databases is characterized as an Access Person as well as any other individual as determined by the Chief Compliance Officer and Compliance Committee. Any individual employed by Acadian that does not have access to Acadian's research and trading databases would not be considered an Access Person for purposes of the Code but would instead be considered a supervised person.

Members of Acadian's Board of Managers employed by Old Mutual, along with any other nonresident officer, director, manager or employee of Acadian, who is subject to another Code of Ethics that complies with Rule 204A-1 under the Advisers Act and whose Code has been reviewed and approved by Acadian's Chief Compliance Officer, or who does not have access to Acadian's internal research and trading information, shall be exempt from the Access Person requirements imposed by this Code.

B. ACCOUNTS COVERED BY THE CODE

Each Access Person must report any accounts in which he or she has a direct or indirect beneficial interest and in which a security covered by the Code is eligible for purchase or sale. Examples of such "covered accounts" typically include:

o individual and joint accounts

o accounts in the name of an immediate family member as defined in the Code

o accounts in the name of any individual subject to your financial support

o trust accounts

o estate accounts

o accounts where you have power of attorney or trading authority

o other type of accounts in which you have a present or future interest in the income, principal or right to obtain title to securities.

Investment accounts established through your employment with Acadian, including your 401K account and any deferred compensation account, are covered accounts but are exempt from the requirement to pre-clear trades. Notwithstanding, if any of the holdings in these accounts are in "affiliated" funds you must report those holdings on your quarter-end and year-end holdings report. For example, this would include the required reporting on any affiliate managed fund in the deferred compensation plan as well as the in the 401K plan.

Each Access Person is required to ensure that any immediate family member as defined herein or person subject to the Access Person's financial support is complying with this requirement. Education and oversight is a must. Non-compliance with the Code by any of these individuals will have the same ramifications on the related employee as if it were the employee who did not comply.

As a best practice, Access Persons are encouraged to report all accounts in which multi-family mutual funds can be purchased or sold. This will address, in advance, the addition of any fund

families to the list of those advised or sub-advised by Acadian or one of our
Old Mutual affiliates. Access Persons should be aware that accounts held
directly at a mutual fund sponsor may also require reporting as these
circumstances change.

HOW TO REPORT ACCOUNTS:

1. New Hires should utilize the "New Hire" reports to report any existing
covered accounts at the time of hire with Acadian.

2. Any covered account established after an Access Person is associated with
Acadian should be reported as part of a Pre-clearance Form or on the Quarterly
Transaction report.

C. SECURITIES COVERED BY THE CODE

For purposes of the Code and our reporting requirements, the term "covered

security" will include the following:

o any stock or corporate bond;

o investment or futures contracts with the exception of currency;

o options or warrants to purchase or sell securities;

o limited partnerships meeting the SEC's definition of a "security" (including limited liability and other companies that are treated as partnerships for U. S. federal income tax purposes);

o ETFs and Depositary Receipts (e. g. , ADRs, EDRs and GDRs);

o index funds, UITs, foreign mutual funds, and closed-end investment companies;

o shares of open end mutual funds that are advised or sub-advised by Acadian,

o shares of open-end mutual funds advised or sub-advised by Acadian affiliates, including all companies under the Old Mutual umbrella(4); and

o private investment funds, hedge funds, and investment clubs.

Additional types of securities may be added at the discretion of the Compliance Committee as new types of securities are offered and traded in the market and/or Acadian's business changes.

However, the following are excluded:

o direct obligations of the U. S. government;

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

o shares issued by money market funds (domiciled inside or outside the United States); and

o shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual ownership umbrellas.

Updated as of January 2010 8

D. BLACKOUT PERIODS AND RESTRICTIONS.

Acadian's quantitative investment process has the potential of recommending for purchase or sale on any given day among all of our client portfolios any of the over 40,000 securities covered in our potential investment universe. As a result, adoption of a hard blackout period of any length of time would severely restrict the ability of any Access Person to engage in personal trading. Acadian has determined that we will permit our Access Persons to continue to engage in personal trading in individual securities provided the Access Person's trade does not have a material negative impact on the execution price received by the client and the firm is not trading in that (or a related) security that day.(5) Access Persons will be permitted to trade subject to the following conditions:

(1). NO PERSONAL TRADES WILL BE PERMITTED IN ANY INDIVIDUAL SECURITY ON THE SAME DAY THAT ACADIAN TRADES THAT SECURITY OR A SIMILAR LINE OF THE SAME SECURITY ON BEHALF OF ANY CLIENT.

For purposes of clarity, this applies to any individual stock, bond, ETF, Depositary Receipt, and to any individual security underlying any Depositary Receipt or a different class of the security being traded. For example, the purchase of an ADR would not be permitted if we were trading in the underlying security and vice versa.

(2). SHORT-TERM TRADING RESTRICTION.

Access Persons are reminded that they are specifically prohibited from engaging in any form of market timing or short-term trading in mutual funds advised or sub-advised by Acadian or in any other covered security.

Acadian has adopted a sixty (60) day hold requirement in an effort to avoid conflicts of interests and to ensure that the interests of our clients are placed first. This requirement is intended to deter front running, market manipulation and the potential misuse of Acadian internal resources.

Acadian's Compliance Group may allow exceptions to this short-term trading restriction on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption.

Unless an exception is granted by the Compliance Group, no Access Person may execute opposing trades (buy/sell, sell/buy) in a covered security within sixty (60) calendar days. Trades made in violation of this prohibition are subject to being unwound. Otherwise, any profit realized on such short-term trades shall be subject to disgorgement to a charity or to a client if appropriate at the discretion of the Compliance Group.

An Access Person wishing to execute a short-term trade must request an exception when completing the Pre-Clearance Form.

Updated as of January 2010 9

E. OLD MUTUAL STOCK OR OTHER AFFILIATE STOCK

Access Persons are not permitted to invest in Old Mutual or Old Mutual affiliate stock. Acadian is also restricted from purchasing or recommending the purchase or sale of such stock on behalf of our clients.

Old Mutual is responsible for providing Acadian with an updated list of publicly traded affiliated companies. Any updates will be available through the Compliance Group.

F. EXCEPTIONS TO THE CODE'S PRE-CLEARANCE, BLACKOUT, AND 60-DAY HOLDING REQUIREMENTS:

The following transactions are exempt from the Code's pre-clearance, blackout and short-term trading requirements:

1. purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control including accounts in which the Access Person has granted to a broker, dealer, trust officer or other third party non-Access Person full discretion to execute transactions on behalf of the Access Person without consultation or Access Person input or direction (an example would be Managed Accounts and the party directing the transaction has utilized such discretion);

2. purchases or sales that are involuntary on the part of the Access Person;

3. purchases or sales within Acadian's 401k or deferred compensation plans;

4. purchases or sales that are part of an automatic dividend reinvestment plan or a pre-established dollar cost averaging type contribution plan;

5. purchases or sales effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of our securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

6. purchases or sales of currencies and interest rate instruments or futures or options on them.

The Code sets forth standards of business conduct that we require of our Access Persons. Access Persons should maintain the highest ethical standards in carrying out Acadian's business activities. Acadian's reputation is one of our most important assets. Maintaining the trust and confidence of clients is a vital responsibility. This section sets forth Acadian's business conduct standards.

A. COMPLIANCE WITH LAWS AND REGULATIONS

Each Access Person must comply with all laws and regulations applicable to our business, including all securities laws, and all provisions of Acadian's Code, Compliance Manual and Human Resources Manual. Access Persons are not permitted to:

a. engage in any act, practice, or course of conduct that operates or would operate as a fraud, deceit, or manipulative practice upon any person;

Updated as of January 2010 10

b. make false or misleading statements, spread rumors, or fail to disclose material facts;

c. engage in any manipulative practice with respect to securities, including price or market manipulation; or

d. utilize or transmit to others "inside" information as more fully described on the next page.

B. CONFLICTS OF INTEREST

As a fiduciary, Acadian has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of our clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Client specific conflicts are reviewed and addressed directly with the individual client. We conduct an ongoing review for actual and potential conflicts that may be systemic to Acadian and our processes. We disclose these conflicts in our Form ADV, Part II, which is updated annually and delivered annually to each client. Conflicts specific to the Code include:

1. CONFLICTS AMONG CLIENT INTERESTS. Conflicts of interest may arise where Acadian or our Access Persons has reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Access Persons have made material personal investments, or accounts of close friends or relatives of Access Persons, etc.). Access Persons are prohibited from engaging in inappropriate favoritism of one client over another client.

2. COMPETING WITH CLIENT TRADES. As referenced in the section on Personal Transactions, an Access Person is prohibited from engaging in any securities transactions on the day Acadian trades in the security on behalf of a client and any other transaction that would result in a material negative impact to a client.

3. OTHER POTENTIAL CONFLICTS PROVISIONS:

a. DISCLOSURE OF PERSONAL INTEREST. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having first disclosed to the Compliance Group any material beneficial ownership, business or personal relationship, or other material interest in the issuer. A member of the Compliance Group will analyze the conflict and determine the appropriate course of action including potential recusal of the Access Person from the decision of the placement of the security at issue on a no-buy list.

b. REFERRALS/BROKERAGE. Access Persons are required to act in the best interests of our clients regarding execution and other costs paid by clients for brokerage services. As part of this principle, Access Persons will strictly adhere to Acadian's policies and procedures regarding brokerage allocation, best execution, soft dollars and other related policies.

c. VENDORS AND SUPPLIERS. Each Access Person is required to disclose any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of Acadian. Access Persons with such interests are prohibited from negotiating or making decisions regarding Acadian's business with those companies.

Updated as of January 2010 11

d. SOFT-DOLLAR COMMISSIONS. Any soft dollar trades must comply with the "safe harbor" provisions of Section 28(e) of the Securities Exchange Act of 1934 and any client specific restrictions.

e. FRONT RUNNING. The Company forbids Access Persons from purchasing or selling stock before a buy or sell recommendation is made to the Client if such transaction will have a material negative impact on the client.

f. CHURNING. Access Persons should not effect transactions to generate increased commissions and unnecessary expenses for a Client. The volume and frequency of all sales and purchases of securities must be measured against the need and purpose for the activities, a Client's investment objectives, and the expenses and benefit to the account. All trading for a Client's account must be undertaken solely in the Client's interest.

C. MARKET MANIPULATION AND INSIDER TRADING

Access Persons are prohibited from making any statements or taking any action intended to manipulate the price of a security or the market for a security. Manipulative conduct includes the creation or spreading of false rumors or other information intended to influence the price of a security. Access Persons are advised to ensure any statement that they may make in a public forum is true, accurate, and not misleading. This includes any statements that you may make independent of your employment with Acadian or beyond your authority as an Acadian employee, including via any personal blogs, websites or chat rooms.

Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material non-public information and from communicating material non-public information to others in violation of the law.

1. PENALTIES. Trading securities while in possession of material non-public information or improperly communicating that information to others may expose you to severe penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profit gained or losses avoided through violative trading, impose a penalty of up to three times the illicit windfall and can permanently bar you from the securities industry. You may also be sued by those seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, Acadian views seriously any violation of our insider trading policies, and such violations constitute grounds for disciplinary sanctions, including immediate dismissal.

2. MATERIAL NON-PUBLIC INFORMATION.

Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a company's securities. You should direct any questions about whether information is material to the Compliance Group.

Material information often relates to a company's results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments. Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, pre-

Updated as of January 2010 12

publication of information regarding reports in the financial press also may be deemed material.

Information is "public" when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, THE WALL STREET JOURNAL, other publications of general circulation, media broadcasts, over public internet websites, or data providers.

Access Persons shall not disclose any non-public information (whether or not it is material) relating to Acadian's stock forecasts and client holdings to any person outside Acadian (unless such disclosure has been authorized by Acadian). Material non-public information may not be communicated to anyone, including persons within Acadian, with the exception of the Chief Compliance Officer or his designee, unless this is required for the performance of job responsibilities. Such information should be secured. For example, access to files containing material non-public information and computer files containing it should be restricted to Acadian employees, and conversations containing such information, if appropriate at all, should be conducted in private to avoid potential interception.

3. Before executing any trade for yourself or others, including clients, an Access Person must determine whether he or she has access to material non-public information. If you think that you might have access to material non-public information, you should take the following steps:

a. report the information and proposed trade immediately to the Chief Compliance Officer.

b. do not purchase or sell the securities on behalf of yourself or others, including clients.

c. do not communicate the information inside or outside Acadian, other than to the Chief Compliance Officer or his designee.

After the Chief Compliance Officer has reviewed the issue, Acadian will determine whether the information is material and non-public and, if so, what action Acadian should take, if any.

D. GIFTS AND ENTERTAINMENT

1. GENERAL STATEMENT

A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to Acadian and our clients. Access Persons may not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Access Persons are expressly prohibited from letting gifts, gratuities or entertainment influence their selection of any broker, dealer or vendor for Acadian business. Similarly, Access Persons may not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to Acadian or the Access Person.

Updated as of January 2010 13

2. GIFTS

a. RECEIPT - No Access Person may receive gifts totaling more than de minimis value ($250 per calendar year) from any person or entity that does business with or on behalf of Acadian. (Note - If the Access Person is also registered with the FINRA (formerly the NASD), the permissible limit is only $100 per year). For example, regardless of the number of employees at XYZ broker who provide a gift, the aggregate value of the gifts that can be accepted by an employee from all individuals associated with XYZ broker is $250 ($100 if FINRA registered).

Access Persons are expressly prohibited from soliciting any gift.

b. OFFER -- No Access Person may give or offer any gift of more than de minimis value ($250 per year) to existing clients or prospective clients. Access Persons may not give gifts if the intent is to retain or gain business. In certain countries in which we may conduct business, the offer of a gift may be a cultural norm. In such cases, it may be permissible to exceed the de minimis value provided the gift is reasonable in value and has been approved by a Senior Manager.

GIFTS TO TAFT-HARTLEY AND PUBLIC PLAN CLIENTS AND PROSPECTS

Regulations relating to the investment management of state or municipal pension funds and Taft-Hartley clients often severely restrict or prohibit the offer of gifts of any value to government officials (elected officials and employees of elected offices) who have involvement or influence over the selection of an investment manager. As a best practice, it is advisable to consult with such individuals prior to providing any type of gift of any value as many require detailed reporting be provided of such activity by Acadian as provider and by the recipient.

3. CASH - No Access Person may give or accept cash gifts or cash equivalents to or from a client or prospective client or any other entity that conducts investment related business with or on behalf of Acadian.

4. ENTERTAINMENT - No Access Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do investment related business with or on behalf of Acadian. Access Persons may provide or accept an occasional business entertainment event, at a venue where business is typically discussed, such as dinner or a sporting event, of reasonable value, provided that the person or a representative of the entity providing the entertainment is present.

If the anticipated value of the entertainment to be received is expected to exceed $250, pre-approval from a supervisor is required prior to acceptance of the entertainment. Please use the Entertainment approval form for this purpose.

Access Persons are expressly prohibited from soliciting any entertainment.

ENTERTAINMENT TO TAFT-HARTLEY AND PUBLIC PLAN CLIENTS AND PROSPECTS

Regulations relating to the investment management of state or municipal pension funds and Taft-Hartley clients often severely restrict or prohibit the offer of entertainment of any value (Including coffee, meals, drinks etc.) to government officials (elected officials and employees of elected offices) who have involvement or influence over the selection of an investment manager. As a best practice, it is advisable to consult with such individuals prior to providing any

Updated as of January 2010 14

type of entertainment of any value as many require detailed reporting be provided of such activity by Acadian as provider and by the recipient.

5. DETAILED EXPENSE REPORTS REQUIRED FOR GIFTS AND ENTERTAINMENT

For all gifts and entertainment purchased for or provided to a client or prospect, make certain that the expense report submitted for reimbursement clearly disclose what was provided, the names of each individual recipient, and the organization that each recipient represents. Appropriate supporting receipts must be provided. Certain public plan clients and Taft-Hartley plan clients require that we provide detailed gift and entertainment reports related to their representatives.

6. CONFERENCES -- Employee attendance at all third-party sponsored industry conferences must be pre-approved by the employee's supervisor. If any part of the conference will be paid for by the host or a third party, this should be disclosed prior to attendance to the Compliance Group. The Compliance Group will review, among other factors, the purpose of the conference, the conference agenda, and the proposed costs that will be paid or reimbursed by the third party. With the exception of the need to obtain prior supervisor approval, the above guidance does not apply to Old Mutual sponsored and hosted conferences.

It is against Acadian policy to sponsor or pay to attend any conference where our payment is a primary consideration of whether we will be awarded business from any client or prospective client who may be in attendance.

7. QUARTERLY REPORTING -- Acadian will require all Access Persons to report any gifts or entertainment received on a quarterly basis. Please use the Gifts and Entertainment reporting form.

E. POLITICAL AND CHARITABLE CONTRIBUTIONS

a. POLITICAL

Acadian as a firm does not make political contributions.

Access Persons are prohibited from making a political contribution to any candidate for office in a state or district for which the employee is not eligible to vote if that candidate would be eligible to participate in directing investment management business.

An example of a prohibited contribution would be: A Massachusetts resident would be prohibited by the Code from donating money to the Rhode Island governor's race if the governor had a vote or influence in selecting the managers for the state pension system.

Access Persons are prohibited from making any political contributions to any political campaign for the office of Treasurer, office of Comptroller or any similar office or position that could or may appear to have any influence or control over the selection or retention of an investment manager.

Political contributions requested by a client or prospect will be prohibited as these may be deemed as an attempt to retain or win business.

b. CHARITABLE

Although Acadian encourages our Access Persons to be charitable, no donations should be made or should appear to have been made for the purpose of obtaining or retaining client business. No

donations should be made in the name of any client if such a donation would
result in a violation of the client's ethical requirements. This is typically
the case with state and municipal clients.

Any request from a client or prospect for a charitable donation should be
brought to the attention of a Compliance Officer. Any charitable donation made
in response to a client or prospect request should be nominal as not to appear
to have been made to obtain or retain the business and should be done in
accordance with Acadian's charitable giving policies.

F. CONFIDENTIALITY. Access Persons have the highest fiduciary obligation to
protect and keep confidential at all times sensitive non-public information
related to our clients, prospects, Access Persons, and the firm. This
information may include, but is not limited to, the following:

     a.   any prospect or client's identity (unless the client consents), any
          information regarding a client's financial circumstances, business
          practices, or advice furnished to a client by Acadian;

     b.   information on specific client accounts, including recent or
          impending securities transactions by clients and activities of the
          portfolio managers for client accounts;

     c.   specific information on Acadian's investments for clients (including
          former clients) and prospective clients and account transactions and
          holdings;

     d.   information on other Access Persons, including their social security
          numbers, financial account information and account numbers,
          compensation, benefits, position level and performance rating; and

     e.   information on Acadian's business activities, including new services,
          products, research, technologies, investment process, and business
          initiatives, unless disclosure has been authorized by Acadian.

Access Persons should not access information on any client, prospect, or
employee that is not required to perform their specific job functions. Access
Persons should not discuss or release any non-public information that they may

be authorized to access and view to any internal party or external party unless that party has a compelling business need to receive the information.

Access Persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate.

G. SERVICE ON A BOARD OF DIRECTORS

Prior to accepting a position as an officer, director, trustee, partner, or Controlling person in any other company or business venture not related to Acadian (other than a non-profit organization that is not a Client of the Company), or as a member of an investment organization (e.g., an investment club), Access Persons must disclose the position to the Compliance Group using the Directorship Reporting form. Any such position should also be disclosed to the Compliance Group at least annually using the same form. Notice of such positions may be given to a compliance officer of any Fund advised or sub-advised by the Company.

As a firm policy, Acadian will restrict from our potential investment universe, and will not invest in or recommend client investment in, any publicly traded company for which an Acadian employee or immediate family member serves as a Board member.

Updated as of January 2010 16

H. PARTNERSHIPS

Any non-Acadian related non-investment partnership or similar arrangement, either participated in or formulated by an Access Person, should be disclosed to the Compliance Group prior to formation or if already in existence, at the time of employment using the Partnership Reporting form. Any such partnership interest should also be disclosed to the Compliance Group at least annually using the same form. Investment partnerships such as participating as a passive "partner" in a hedge fund would require pre-clearance and reporting on holdings reports.

I. OTHER OUTSIDE ACTIVITIES

Access Persons may not engage in outside business interests or employment that could in any way materially conflict with the proper performance of their duties as Access Persons of Acadian. All Access Persons should inform their Department Supervisor and Human Resources prior to accepting any employment outside of Acadian. Supervisors will involve the Compliance Group as needed.

J. MARKETING AND PROMOTIONAL ACTIVITIES

Acadian has instituted policies and procedures relating to our creation and distribution of marketing, performance, advertising, and promotional materials to ensure compliance with relevant securities laws and GIPs. All oral and written statements made by Access Persons to the public, regardless of format or audience, must be professional, accurate, balanced and not misleading in any way.

K. AFFILIATED BROKER-DEALERS

Through the common ownership of our parent company, Acadian has affiliated broker-dealers. Acadian will not utilize the services of any of these firms to trade for the accounts of any firm client. Acadian will also abide by any restrictions imposed by a client regarding the use of any specific broker-dealer including those that may be an affiliate of a client.

Access Persons are expected to respond truthfully and accurately to all requests for information. With general exceptions as outlined below, any reports, statements or confirmations described herein and submitted or created under this Code will be treated as confidential to the extent possible.

Access Persons should be aware that copies of such reports, statements or confirmations, or summaries of each, may be provided to their supervisors, to senior management, to Old Mutual's compliance, internal audit, legal or risk management teams, to compliance personnel and the Board of Directors of any registered investment company client, to outside counsel, and/or to regulatory authorities upon appropriate request.

A. REPORTING OF ACCESS PERSON INVESTMENT ACCOUNTS

All Access Persons are required to notify the Compliance Group in writing of any investment account in which he or she has direct or indirect beneficial interest in which a covered security can be purchased. Notification can be made as follows:

1 New Hires should utilize "New Hire" reporting forms to report any existing covered accounts at the time of hire with Acadian.

Updated as of January 2010 17

2. Any covered account established after an Access Person is associated with Acadian should be reported as part of a Pre-clearance Form or on the Quarterly Transaction report.

B. REQUEST DUPLICATE STATEMENTS

For any covered account where the Access Person has control over the transactions and where a covered security, with certain exceptions noted below, can be purchased or sold, Acadian will typically request of the broker/dealer or investment manager where the account is held to be made an interested party for the purposes of receiving duplicate account statements. Despite making such a request, we cannot guarantee a response. In such instances, the Compliance Group will make a determination if an alternative source of receiving statements should be pursued, including requesting statements directly from the Access Person.

The purpose of receiving "duplicates" is to independently confirm Code compliance, especially as it relates to compliance with pre-clearance of trades, the blackout period, and reporting. As such, duplicate statements may not be requested for the following type of accounts:

a. accounts in which individual stocks, bonds, Depositary Receipts, ETFs, index funds, and Acadian advised or sub-advised mutual funds can not be purchased or sold;

b. accounts where the Access Person has relinquished trading authority and control via contract or written agreement over the transactions in the account to a broker or other third party (example - managed accounts, 529 plans with an age option)

c. Acadian's 401K and deferred compensation plan accounts,

d. any other account at the discretion of the Compliance Group.

C. PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE PROCEDURES

All Access Persons must strictly comply with Acadian's policies and procedures regarding personal securities transactions and utilize the appropriate Pre-clearance form.

PRE-CLEARANCE APPROVAL IS ONLY EFFECTIVE ON THE DAY GRANTED. Once granted, each pre-clearance is only effective until the close of U.S. trading on the day approval was granted -- 4:00 pm EST.

In the absence of a member of the Compliance Group, Mark Minichiello, Chief Financial Officer, is authorized to pre-clear transactions. No one, including the Chief Compliance Officer, is authorized to approve his or her own trades.

SECURITIES TRANSACTIONS REQUIRING PRE-CLEARANCE

Transactions in the following covered securities must be "pre-cleared" with the Compliance Group in accordance with the procedures outlined herein prior to execution where you exercise discretion:

o any stock or corporate bond;

o investment or futures contracts with the exception of currency;

o options or warrants to purchase or sell securities;

o limited partnerships meeting the SEC's definition of a "security" (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes);

o ETFs and Depository Receipts (e.g. ADRs, EDRs and GDRs);

o Index funds, UITs, foreign mutual funds, and closed-end investment companies;

o shares of open-end mutual funds that are advised or sub-advised by Acadian (unless in the Acadian 401K or deferred compensation plan),

Updated as of January 2010 18

o private investment funds, hedge funds, and investment clubs.

Additional types of securities may be added to the pre-clearance requirements at the discretion of the Compliance Committee as new types of securities are offered and traded in the market and/or Acadian's business changes.

INITIAL PUBLIC OFFERINGS Unless prohibited from purchasing IPOs because of licensing with FINRA, Access Persons must pre-clear for their personal accounts purchases of any securities in an initial public offering (IPO). Acadian will maintain a written record of any decision, and the reasons supporting the decision, to approve the personal acquisition of an IPO for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm's brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person's investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients.

LIMITED OR PRIVATE OFFERINGS Access Persons must pre-clear for their personal accounts purchases or sales of any securities in limited or private offerings (commonly referred to as private placements). Acadian will maintain a record of any decision, and the reasons supporting the decision to approve the personal acquisition of a private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval, Acadian will evaluate such investment to determine that the investment creates no material conflict between the Access Person and Acadian. Acadian may consider approving the transaction if it can determine that: (i) the investment did not result from directing the Firm's brokerage business to the underwriter of the issuer of the security, (ii) the Access Person is not misappropriating an opportunity that should have been offered to eligible clients, and (iii) the Access Person's investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Access Persons are permitted to invest in private offerings offered and/or managed by Acadian provided they meet the investment qualifications of the particular investment.

D. QUARTERLY REPORTING OF TRANSACTIONS

Within 30 calendar days of each quarter end (i.e. end of April, July, October, and January) all Access Persons must submit a signed quarterly report to the Compliance Group to report either no reportable trading activity or all transactions involving covered securities in which they have direct or indirect Beneficial Ownership and the account in which the security was purchased or sold. A quarterly reporting form has been created for this purpose. YOU WILL BE REQUIRED TO REPORT ANY TRANSACTIONS IN COVERED SECURITIES, INCLUDING THOSE THAT DO NOT REQUIRE PRE-CLEARANCE UNDER THE CODE (FOR EXAMPLE -- FUNDS THAT ARE
ADVISED OR SUB-ADVISED BY AN ACADIAN AFFILIATE). Please refer to the list of Old Mutual family affiliated funds posted on the Compliance section of the Acadian intranet for assistance with your reporting requirements.

E. QUARTERLY REPORTING OF GIFTS AND ENTERTAINMENT

Within 30 calendar days of each quarter end (by April 30, July 30, October 31 and January 31) all Access Persons must submit a signed report to the Compliance Group to report either no gifts or entertainment received or all gifts and entertainment received from any person or organization doing or seeking to do business with Acadian. Supervisor approval is required on any form where there is something to report. Supervisor approval is not required if you have nothing to report. A quarterly reporting form has been created for this purpose.

F. ANNUAL REPORTING


By January 31 of each year, each Access Person must complete and submit to the
Compliance Group the following annual reports:

     1.   The Annual Certification and Written Acknowledgement of Receipt of
          the Code form.

2. The form to report your Directorship/Relationship Involvement.
3. The form to Report your Partnership Involvement.
4. The form to report and certify your Reportable Investment Accounts.
5. The form to report and certify your Year-End investment holdings.

YEAR-END HOLDING REPORTS

Your year-end investment holdings report must contain ALL holdings in covered securities in ANY COVERED ACCOUNT including those positions held in Acadian's 401K plan, deferred compensation plan, managed accounts, and other accounts in which you may have relinquished discretion.

The only types of securities that DO NOT require reporting on your year-end holding report are as follows:

o direct obligations of the U.S. government;

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

o shares issued by money market funds (domiciled inside or outside the United States); and

o shares of open-end mutual funds that are not advised or sub-advised by Acadian or one of Acadian's affiliates, including all companies under the Old Mutual ownership umbrella.

G. NEW HIRE REPORTING

New Access Persons are required to file the following forms within ten (10) business days of their hire date:

a. Initial Certification of Receipt of Code.
b. Initial Report of Reportable Investment Accounts.
c. Initial Report of Securities Holdings.
d. Access Person Partnership Involvement Relationship Report.
e. Access Person Report of Director/Relationship Involvement.

Copies of New Hire, Quarterly, Annual and the other ongoing reporting forms can be found on the Compliance sections of the intranet and via the Compliance section of the wiki.

H. REVIEW AND ENFORCEMENT OF PERSONAL TRANSACTION COMPLIANCE AND GENERAL CODE COMPLIANCE

The Compliance Group will periodically review personal securities transactions reports and other reports submitted by Access Persons. The review may include, but not limited to, the following:

a. An assessment of whether the Access Person followed the Code and any required internal procedures, such as pre-clearance, including the comparison of the "Pre-clearance" forms to account statements received from brokers;
b. Comparison of personal trading to any blackout period;
c. An assessment of whether the Access Person and Acadian are trading in the same securities and, if so, whether clients are receiving terms as favorable as the Access Person;

Updated as of January 2010 20

d. Periodically analyzing the Access Person's trading for patterns that may indicate potential compliance issues including front running, excessive or short term trading or market timing; and

e. Any pattern of trading or activity raising the appearance that the Access Person may be taking advantage of their position at Acadian.

Before any determination is made that a code violation has been committed by an Access Person, the Access Person will have the opportunity to supply additional explanatory material. If the Chief Compliance Officer initially determines that a material violation has occurred, he will prepare a written summary of the occurrence, together with all supporting information/documentation including any explanatory material provided by the Access Person, and present the situation to the Compliance Committee for initial determination and recommendation for resolution. If deemed warranted by the Compliance Committee, the report of the incident and the recommendation for resolution will be forwarded to Acadian's Executive Committee, and, if necessary, to the entire Board of Managers. Depending on the incident, Old Mutual's Legal and Compliance group may become involved as well as outside counsel for evaluation and recommendation for resolution.

Acadian's CCO reports all Code violations and their resolution, regardless of materiality, to Acadian's Executive Committee at least quarterly. Further, if the CCO deems it necessary, a Code violation may also be reported to the full Board of Managers and the Board of Directors of any U.S. registered investment company for which Acadian acts as adviser or sub-adviser.

I. CERTIFICATION OF COMPLIANCE

1. INITIAL CERTIFICATION. Compliance with the Code is a condition of hire and ongoing employment at Acadian. Each Access Person is provided with a copy of the Code when hired and receives training on the Code from a Compliance Officer. Acadian requires all Access Persons to certify in writing that they have: (a) received a copy of the Code;
(b) read and understand all provisions of the Code; and (c) agreed to comply with the terms of the Code.

2. ACKNOWLEDGEMENT OF AMENDMENTS. Acadian will provide Access Persons with any material amendments to our Code and Access Persons will submit a written acknowledgement that they have received, read, and understood the amendments to the Code. Acadian and members of our compliance staff will make every attempt to bring important changes to the attention of Access Persons.

3. ANNUAL CERTIFICATION. All Access Persons and supervised persons are required annually to certify that they have received, read, understood, and complied with the Code.

A. EXCESSIVE OR INAPPROPRIATE TRADING

Acadian understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that limits potential conflicts with the interests of any client account. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades, or other measure as deemed appropriate by the Compliance Group), may compromise the best interests of any client if such excessive trading is conducted during the workday or using Acadian

Updated as of January 2010 21

resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code, such personal transactions may not be approved or may be limited by the Compliance Group.

B. ACCESS PERSON DISCLOSURES AND REPORTING

Acadian has certain disclosure obligations to our clients and regulators. Each Access Person has an immediate and ongoing obligation to notify a Compliance Officer if any of the responses to the questions listed below are "yes" or become "yes" at anytime.

(1) In the past ten years, have you:

(a) been convicted of or plead guilty to nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?

(b) been charged with any felony?

(2) In the past ten years, have you:

(a) been convicted of or plead guilty or nolo contendere ("no contest") in a domestic, foreign or military court to a misdemeanor involving:
investments or an investment related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

(b) been charged with a misdemeanor listed in 2(a)?

3. Has the SEC or the Commodity Futures trading Association (CFTC) ever:

(a) found you to have made a false statement or omission?

(b) found you to have been involved in a violation of SEC or CFTC regulations or statutes?

(c) found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) entered an order against you in connection with investment related activity?

(e) imposed a civil money penalty on you or ordered you to cease and desist from any activity?

4. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

(a) ever found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

(b) ever found you to have been involved in a violation of investment related regulations or statutes?

(c) ever found you to have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) in the past ten years, entered an order against you in connection with an investment related activity?

Updated as of January 2010 22

(e) ever denied, suspended, revoked or otherwise prevented you from associating with an investment related business?

5. Has any self-regulatory organization or commodities exchange ever:

(a) found you to have made a false statement or omission?

(b) found you to have been involved in a violation of its rules?

(c) found you to have been the cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted?

(d) disciplined you by barring or suspending you from association with other advisers or otherwise restricting your activities?

6. Has the authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?

7. Are you the subject of any regulatory proceeding?

8. Has any domestic or foreign court:

(a) in the past ten years, enjoined you in connection with any investment related activity?

(b) ever found that you were involved in a violation of investment related statutes or regulations?

(c) ever dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority?

9. Are you now the subject of any civil proceeding that could result in a "yes" answer to item 8 above?

C. RESPONSIBILITY TO KNOW THE RULES

Access Persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with applicable federal and state securities laws and regulations to avoid violating them. Claimed ignorance of any rule or regulation or of any requirement under this Code or any other Acadian policy or procedure is not a defense for employee conduct.

Acadian will maintain the following records pertaining to the Code in a readily accessible place:

o A copy of each Code that has been in effect at any time during the past five years;

o A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

o A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an Access Person (these records must be kept for five years after the individual ceases to be an Access Person of Acadian);

Updated as of January 2010 23

o Holdings and transactions reports made pursuant to the Code;

o A list of the names of persons who are currently, or within the past five years were, Access Persons;

o A record of any decision and supporting reasons for approving the acquisition of covered securities by Access Persons including IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted;o A record of persons responsible for reviewing Access Persons' reports currently or during the last five years; and

o A copy of reports provided to the Board of Directors of any U.S. registered management investment company for which Acadian acts as adviser or sub-adviser regarding the Code.

Acadian will include on Schedule F of Form ADV, Part II a description of Acadian's Code and a description of conflicts identified with our investment process and operations. We will deliver a copy of our Form ADV, Part II to each client annually and will provide a copy of our Code to any client or prospective client upon request.

A. TRAINING AND EDUCATION

NEW HIRES

Employment at Acadian is contingent upon compliance with the Code. Each new hire receives a copy of the Code and must sign an acknowledgement of receipt and understanding. A member of the Compliance Group will meet with each new hire within their first week of employment to review the Code and to respond to any questions.

ANNUAL

Mandatory Code training is required for all Access Persons. This training will be developed and led by members of the Compliance Group and will reinforce key sections of the Code as well as any other hot button areas as determined by business changes or regulatory focus.

B. EXECUTIVE COMMITTEE AND COMPLIANCE COMMITTEE APPROVAL

The Code will be submitted to Acadian's Executive Committee, as representatives of the Board of Managers, annually for approval. Any material amendments will also be sent to the Executive Committee for approval. Such approvals will also be obtained from the Compliance Committee.

C. REPORT TO THE BOARD(S) OF INVESTMENT COMPANY CLIENTS

At the frequency requested and in compliance with Rule 17j-1 of the Investment Company Act of 1940, Acadian will comply with any reporting requirements imposed by the Board of Directors of each of our U.S. registered investment company clients as well as any other reporting related to our Code requested by any client. A copy of our Code is provided to clients and prospects upon

Updated as of January 2010 24

request. Reports typically provided to Fund Board's include a description of any issues arising under the Code since the last report, information about material violations of the Code, sanctions imposed in response to such violations, and any material changes made to the Code. Acadian will also provide reports when requested certifying that we have adopted procedures reasonably necessary to prevent Access Persons from violating the code.

D. REPORT TO SENIOR MANAGEMENT

The Chief Compliance Officer will provide a report on a quarterly basis to Acadian's Executive Committee noting any violations of the Code. Material violations will be reported to the Compliance Committee as they occur and escalated, if necessary, as described in the Code.

E. REPORTING VIOLATIONS

All Access Persons must report violations of the Code promptly to a Compliance Officer or to a senior manager. Failure to report a violation known to you will also be considered a violation of the Code.

1. Confidentiality. Any reports pursuant to the Code will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Access Persons may submit any violation report referenced herein anonymously to the Chief Compliance Officer either via a written statement in a sealed envelop or in any other way the Access Person feels is necessary to preserve his or her confidentiality.

2. Advice of Counsel. Access Persons are encouraged to seek advice from a Compliance Officer with respect to any action or transaction that may violate the Code and should also refrain from any action or transaction with might lead to the appearance of a violation of this Code.

3. Apparent Violations. Acadian encourages Access Persons to report "apparent" or "suspected" violations of the Code in addition to actual or known violations of the Code.

4. Retaliation. Retaliation against any Access Person who reports a violation with respect to the Code is prohibited and constitutes a further violation of the Code. "Whistle Blower" protections will be afforded those who report Code violations.

F. SANCTIONS

Any violation of the Code may result in disciplinary action including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

G. FURTHER INFORMATION ABOUT THE CODE

Access Persons are encouraged to contact any member of the Compliance Group with any questions about permissible conduct under the Code.

CHIEF COMPLIANCE OFFICER:                 SCOTT DIAS
SENIOR COMPLIANCE OFFICER:                CYNTHIA KELLY


Updated as of January 2010                                                    25

COMPLIANCE OFFICER:                       ALISON PEABODY
DIRECTOR OF RISK MANAGEMENT:              MARK DIXON
CHIEF FINANCIAL OFFICER:                  MARK MINICHIELLO

TRAINING AND CERTIFICATION

The above members of the Compliance Group and members of the Human Resources Group have training responsibilities.

Acadian's Compliance Committee, Executive Committee, and our Board of Managers are also responsible for Code implementation and enforcement.

All Access Persons will be subject to annual Code of Ethics training. A Copy the Code and any amendments will be provided to all Access Persons and supervised persons annually along with a request for a written acknowledgment of receipt and compliance.

All reporting forms referenced in the Code have been posted to the compliance section of the intranet and the compliance section of the wiki.

A Q&A regarding your obligations under the Code has been posted to the compliance section of the intranet and to the compliance section of the wiki. Do not hesitate to contact any member of the Compliance Group with questions.

Updated as of January 2010 26

THE ADVISORS' INNER CIRCLE FUND

THE ADVISORS' INNER CIRCLE FUND II
BISHOP STREET FUNDS

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ William M. Doran                                 Date:______________________
--------------------
William M. Doran
Trustee

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Mitchell A. Johnson                                 Date: 8/10/10
-----------------------
Mitchell A. Johnson
Trustee

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ James M. Storey                                      Date: 8/10/10
---------------------
James M. Storey, Esq.
Trustee

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Michael Lawson                                          Date: 8-10-10
-------------------------------------------------
Michael Lawson
Treasurer, Controller and Chief Financial Officer

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Joseph M. Gallo his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Philip T. Masterson                                  Date: 8/10/10
-----------------------
Philip T. Masterson
President

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ George J. Sullivan, Jr.                          Date: Aug 10, 2010
---------------------------
George J. Sullivan, Jr.
Trustee

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Betty L. Krikorian                                    Date: 8/10/10
----------------------
Betty L. Krikorian
Trustee

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Robert A. Nesher                                  Date: 8-10-2010
---------------------------------
Robert A. Nesher
Chairman of the Board and Trustee

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Charles E. Carlbom                               Date: 8.10.10
----------------------
Charles E. Carlbom
Trustee

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a voluntary association (commonly known as a "business trust") organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Philip T. Masterson and Joseph M. Gallo, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and amendments thereto under the provisions of the Investment Company Act of 1940, as amended and/or the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ John K. Darr                                         Date: 8-10-10
----------------
John K. Darr
Trustee