{S}                                                                           {C}

DEFINITIONS................................................................    4



I.   INTRODUCTION..........................................................    6



A.   PURPOSE...............................................................    6



B.   COMPLIANCE WITH THIS CODE.............................................    6

     1. Certificate of Compliance..........................................    7

     2. Board Approval.....................................................    7

     3. Record Keeping.....................................................    7



II.  PERSONAL SECURITIES TRANSACTIONS......................................    9



A.   TRADING IN GENERAL....................................................    9

     1. Exempt Securities..................................................    9

     2. Circumstances Requiring Preclearance...............................   10

        a. Preclearance Approval...........................................   10

        b. Procedures for Approval.........................................   10

     3. Initial Public Offerings...........................................   10

     4. Private Placements.................................................   10

     5. Short-Term Trading Profits.........................................   11



B.   REPORTING.............................................................   12

     1. Disclosure of Holdings and Accounts................................   12

     2. Transactions for all Access Persons................................   12

        a. Quarterly Report................................................   13

        b. Annual Holdings Report..........................................   13



III. FIDUCIARY DUTIES......................................................   14



A.   FRAUDULENT PRACTICES..................................................   14



B.   DISPENSING INFORMATION................................................   14



C.   GIFTS AND ENTERTAINMENT...............................................   15



D.   AIG SECURITIES........................................................   15

{/TABLE}





                                       -2-



{PAGE}



{TABLE}

{S}                                                                           {C}

E.   OUTSIDE BUSINESS ACTIVITIES...........................................   15



IV.  INSIDER TRADING.......................................................   16



A.   MATERIAL INFORMATION..................................................   16



B.   NON-PUBLIC INFORMATION................................................   17

     1. Information Provided in Confidence.................................   17

     2. Information Disclosed in Breach of Duty............................   18



C.   UNCERTAINTY ABOUT INSIDER TRADING.....................................   18



D.   PENALTIES FOR INSIDER TRADING.........................................   18



E.   PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING............   19

     1. Trading Restrictions and Reporting Requirements....................   19

     2. Information Barrier Policy.........................................   19

        a. Cross-Barrier Procedures........................................   19

        b. The Adviser Watch List..........................................   20

           i.  Placement of Securities On/Off the Adviser Watch List.......   20

           ii. Implementation and Monitoring...............................   20

        c. The Adviser Restricted List.....................................   21

           i.  Placement of Securities On/Off the Adviser Restricted List..   21

           ii. Implementation and Monitoring...............................   21

     3.  Confidentiality...................................................   21



APPENDIX A.................................................................   23

{/TABLE}





                                       -3-



{PAGE}



                                   DEFINITIONS



ACCESS PERSON: any employee, partner, officer, trustee, director, or any other

person who provides investment advice on behalf of the Adviser. Compliance shall

notify any person that it deems an Access Person.



     Note: For purposes of this Code, a prohibition or requirement applicable to

     any Access Person applies also to transactions in Securities for any

     account for which the Access Person has a Beneficial Ownership.



ADVISER: AIG Global Investment Corp. (AIGGIC), the registered U.S. investment

adviser to which this Code applies.



ADVISORY CLIENT: an entity that has signed an agreement with AIGGIC for the

provision of discretionary or non-discretionary investment management services.



BENEFICIAL OWNERSHIP: a direct or indirect Pecuniary Interest in the securities

that you have or share.



Note: If in doubt as to whether you have Beneficial Ownership of Securities,

please consult the Compliance Department.



DISINTERESTED DIRECTOR/NON-EMPLOYEE INVESTMENT COMMITTEE PERSONNEL: a director

of any Fund managed by the Adviser who is not in the position to influence the

operations of an Advisory Client. Disinterested Directors are currently not

subject to the requirements of this Code.



FUND: registered open-end and closed-end investment companies advised or

sub-advised by the Adviser.



INVESTMENT PERSONNEL: any employee entrusted with the direct responsibility and

authority, either alone or as part of a co-manager team or group, to make

investment decisions affecting an Advisory Client's investment plans and

interests, as well as other personnel, such as research analysts, trading

personnel, individuals who provide information or advice to portfolio managers,

and those individuals who execute portfolio manager decisions.



PECUNIARY INTEREST: the opportunity to directly or indirectly profit or share in

any profit derived from a transaction in the securities.



PRIVATE PLACEMENT: the sale of a bond or other security directly to a limited

number of investors in a private offering.



SECURITIES: Any note, stock, treasury stock, bond debenture, evidence of

indebtedness, certificate of interest or participation in any profit-sharing

agreement, collateral-trust certificate, pre-organization certificate or

subscription transferable share, investment contract, voting-trust certificate,

certificate of deposit for a security, futures contracts and





                                       -4-



{PAGE}



options traded on a commodities exchange, including currency futures, fractional

undivided interest in oil, gas, or other mineral rights, any put, call,

straddle, option or privilege on any security (including a certificate of

deposit) or on any group or index of securities (including any interest therein

or based on the value thereof), or any put, call, straddle, option or privilege

entered into on a national securities exchange relating to foreign currency or,

in general, any interest or instrument commonly known as a security or any

certificate of interest or participation in, temporary or interim certificate

for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,

any security.



Commodities are not considered Securities. However, futures and options on any

group or index of Securities are considered Securities.





                                       -5-



{PAGE}



I.   INTRODUCTION



A.   PURPOSE



The Adviser believes that individual investment activities by its officers and

employees should not be prohibited or discouraged. However, the nature of the

Adviser's fiduciary obligations does necessarily require some restrictions on

the investment activities of the Adviser's directors, officers and employees and

members of their families.



This Code of Ethics (the "Code") is intended to address three fundamental

principles that must guide the personal investment activities of the Adviser's

directors, officers and employees in light of their fiduciary duties:



     (1)  PLACE THE INTERESTS OF OUR ADVISORY CLIENTS FIRST. As a fiduciary, you

          must avoid serving your own personal interests ahead of the interests

          of our Advisory Clients.



     (2)  AVOID TAKING INAPPROPRIATE ADVANTAGE OF YOUR POSITION.



     (3)  PERSONAL INVESTING ACTIVITIES MUST BE CONDUCTED IN SUCH A WAY AS TO

          AVOID EVEN THE APPEARANCE OF A CONFLICT OF INTEREST WITH INVESTMENT

          ACTIVITIES UNDERTAKEN FOR ADVISORY CLIENTS.



This Code has been adopted pursuant to Rules 17j-1 and 204A-1 under the

Investment Company Act of 1940 (the "Company Act") and the Investment Advisers

Act of 1940 (the "Advisers Act"), respectively, which requires that every

investment company and investment adviser adopt a code of ethics regarding

personal investment activities of persons having access to information about

portfolio transactions of the Advisory Client portfolio. In addition, Rule 204-2

under the Advisers Act requires that investment advisers keep certain records,

regarding personal activities of advisory personnel, which must be available for

inspection by representatives of the Securities and Exchange Commission (the

"SEC").



B.   COMPLIANCE WITH THIS CODE



Compliance with this Code and the Federal Securities Laws is a condition of your

employment. A violation of this Code may be cause for disciplinary action by the

Adviser, including termination of employment. Other disciplinary actions can

include warnings, and periods of "probation" during which all personal

investment activities (except for specifically approved liquidation of current

positions) are prohibited.





                                      -6-



{PAGE}



Any transactions which appear to indicate a pattern of abuse of an individual's

fiduciary duties to the Advisory Clients of the Adviser will be subject to

scrutiny regardless of compliance with the Code.



In addition to this Code, employees of the Adviser may be subject to policies

and procedures which have been created by or on behalf of American International

Group, Inc. (AIG). This Code shall not supersede any such policies or procedures

established by AIG.



You are required to report any violations of this Code to the Chief Compliance

Officer (or his/her designee). You will not face retaliation if you anonymously

report violations of this Code. Retaliation itself constitutes a violation of

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