ADVISORS INNER CIRCLE FUND
N-30D, 1997-06-25
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    INVESTMENT ADVISOR:
    AIG Capital Management Corp.
    70 Pine Street
    New York, NY 10270

    DISTRIBUTOR:
    SEI Investments Distribution Co.
    Oaks, PA 19456

    For information call: 1-800-845-3885










    This information must be preceded or accompanied by a current prospectus.
    AIG-F-006-03

                                       AIG
                                MONEY MARKET FUND

                               SEMI-ANNUAL REPORT
                                 APRIL 30, 1997

                                   [AIG LOGO]

                                   ADVISED BY
                          AIG CAPITAL MANAGEMENT CORP.


<PAGE>

THE AIG MONEY MARKET FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS, APRIL 30, 1997


Dear Shareholder:

We are pleased to provide you with this report on the AIG Money Market Fund (the
"Fund") for its semi-annual reporting period ending April 30, 1997. During this
period, short term interest rates were fairly steady, and only began to increase
following the Federal Reserve Chairman's Humphrey Hawkins testimony at the end
of February, suggesting a "preemptive strike" against inflation.

The Federal Open Market Committee ("FOMC") tightened monetary policy at its
March meeting, raising the Federal Funds rate by 25 basis points to 5.50%. This
was the first Fed move in fourteen months, and the first tightening in two
years. The Fed action is consistent with its anti-inflationary strategy. The
increase in interest rates was intended to slow down the U.S. economy which was
growing faster than its non-inflationary growth rate.

The FOMC has signaled its resolve to curb inflationary pressures before such
become evident in the data releases. How long the FOMC remains in a tightening
mode may depend more on the equity markets, which the Fed Chairman has stated
have shown irrational exuberance in racing to new high levels. The sensitivity
of economic activity to higher interest rates cannot be precisely quantified and
it is unclear how much higher rates may go in order to curb the strong economic
growth.

Current releases of economic data have shown a surprising U.S. economy, one that
continues to exhibit strong growth without showing any inflationary pressures.
GDP grew at a 5.6% rate for the first quarter of 1997 and the unemployment rate
fell to 4.9%, a 23 year low. However, the Employment Cost Index increased a
modest 0.6% in the first quarter and was up only 2.9% over the last four
quarters. The April National Association of Purchasing Managers survey revealed
a healthy industrial sector without any apparent price pressures. The market has
begun to factor in that the Fed may tighten monetary policy at its next FOMC
meeting in May. This is in line with the Fed Chairman's desire to slow demand
from its recent pace and prevent inflationary pressures from building up.

The Fund currently maintains a weighted average maturity ("WAM") which is
shorter than the average First Tier Institutional Only Fund as reported by
IBC/Donoghue. We expect this situation to remain mainly unchanged through the
coming months. This variance can be attributed to our belief that the continued
strength of the economy, as evidenced by the recent economic data releases, will
continue to keep the Fed biased towards tightening monetary policy. The Fed
Chairman has expounded at length on the need for the Fed to stay ahead of the
curve on inflation. Regardless of the outcome of the May 20th FOMC meeting,
market concerns over strong 1st quarter economic growth are likely to remain. We
will continue to monitor market conditions in our ongoing effort to meet the
investment objectives of the shareholders of the Fund.

Sincerely,
/S/ SIGNATURE

Daniel K. Kingsbury
President of
AIG Capital Management Corp.
<PAGE>
STATEMENT OF NET ASSETS                          THE ADVISORS' INNER CIRCLE FUND
APRIL 30, 1997 (UNAUDITED)
================================================================================
AIG MONEY MARKET FUND

- --------------------------------------------------------
  FACE
 AMOUNT                                           VALUE
  (000)                                           (000)
- --------------------------------------------------------
COMMERCIAL PAPER* (54.7%)
- --------------------------------------------------------
     AUTOMOTIVE RETAIL (1.3%)
- --------------------------------------------------------
          Hertz
 $ 5,000    5.606, 06/09/97                     $  4,970
- --------------------------------------------------------
     CHEMICALS (4.8%)
- --------------------------------------------------------
          Great Lakes Chemical (A)
  19,000    5.569, 05/07/97                       18,983
- --------------------------------------------------------
     NATIONAL COMMERCIAL BANKS (12.5%)
- --------------------------------------------------------
          Bank of Montreal
  10,000    5.478, 07/03/97                        9,906
          Commerzbank U.S. Finance
  15,000    5.379, 05/13/97                       14,973
          KFW International Finance
  10,000    5.413, 06/09/97                        9,942
          UBS Finance
  15,000    5.601, 05/01/97                       15,000
- --------------------------------------------------------
                                                  49,821
- --------------------------------------------------------
     SECURITIES BROKERAGE/DEALERS (12.5%)
- --------------------------------------------------------
          Goldman Sachs
  15,000    5.550, 05/21/97                       14,954
          Merrill Lynch
  10,000    5.398, 05/09/97                        9,988
   5,000    5.611, 06/02/97                        4,975
   5,000    5.623, 06/10/97                        4,969
          Morgan Stanley Group
  15,000    5.383, 05/19/97                       14,960
- --------------------------------------------------------
                                                  49,846
- --------------------------------------------------------
     WHOLESALE TRADE - NON-DURABLE GOODS (3.7%)
- --------------------------------------------------------
          Australian Wheat Board
  15,000    5.667, 07/07/97                       14,844
- --------------------------------------------------------
     PERSONAL CREDIT INSTITUTIONS (7.5%)
- --------------------------------------------------------
          Associates of North America
  15,000    5.615, 06/10/97                       14,907
          General Electric Capital Services
  15,000    5.415, 06/04/97                       14,924
- --------------------------------------------------------
                                                  29,831
- --------------------------------------------------------

- --------------------------------------------------------
  FACE
 AMOUNT                                           VALUE
  (000)                                           (000)
- --------------------------------------------------------
     MISCELLANEOUS-BUSINESS CREDIT INSTITUTIONS (6.2%)
- --------------------------------------------------------
          Chevron U.K. Investment PLC
 $ 5,000    5.622, 06/17/97                     $  4,964      
  10,000    5.623, 06/17/97                        9,927
          USAA Capital
  10,000    5.422, 08/25/97                        9,830
- --------------------------------------------------------
                                                  24,721
- --------------------------------------------------------
     INDUSTRIAL (3.7%)
- --------------------------------------------------------
          General Electric
  15,000    5.656, 07/02/97                       14,855
- --------------------------------------------------------
     PHARMACEUTICALS (2.5%)
- --------------------------------------------------------
          Glaxo Wellcome PLC (A)
  10,000    5.539, 05/20/97                        9,971
- --------------------------------------------------------
          TOTAL COMMERCIAL PAPER
            (Cost $217,842)                      217,842
- --------------------------------------------------------
CERTIFICATES OF DEPOSIT* (28.9%)
- --------------------------------------------------------
          Banco Bilbao Vizcaya
  10,000    5.420, 06/13/97                       10,000
          Caisse Nationale de Credit Agricole S.A.
  10,000    5.610, 06/16/97                       10,000
          Canadian Imperial Bank of Commerce
  15,000    5.530, 05/19/97                       15,000
          Deutsche Bank AG
  10,000    5.410, 06/02/97                       10,000
          Industrial Bank of Japan, Ltd.
  10,000    5.690, 05/01/97                       10,000
          Morgan Guaranty Trust
   5,000    5.330, 05/22/97                        5,000
          Rabobank Nederland
  10,000    5.420, 06/05/97                       10,000
          Sanwa Bank, Ltd.
  15,000    5.630, 05/23/97                       15,000
          Societe Generale
  15,000    5.780, 08/20/97                       14,991
          Westpac Banking
  15,000    5.440, 06/05/97                       15,000
- --------------------------------------------------------
          TOTAL CERTIFICATES OF DEPOSIT
            (Cost $114,991)                      114,991
- --------------------------------------------------------

     The accompanying notes are an integral part of the financial statements

                                     <PAGE>
STATEMENT OF NET ASSETS                          THE ADVISORS' INNER CIRCLE FUND
APRIL 30, 1997 (UNAUDITED)
================================================================================
AIG MONEY MARKET FUND (concluded)

- --------------------------------------------------------
  FACE
 AMOUNT                                           VALUE
  (000)                                           (000)
- --------------------------------------------------------
REPURCHASE AGREEMENT* (7.6%)
- --------------------------------------------------------
          J.P. Morgan
          5.43%, dated 04/30/97, matures
          05/01/97, repurchase price
          $30,004,525 (collateralized by
          various FHLMC obligations,
          total par value $25,219,000,
          0.00%-8.25%, 05/09/97-06/01/16:
          SLMA obligations, total par value
          $5,555,000, 0.00%-6.05%,
          10/01/97-09/14/00 total market
 $30,000  value 30,602,268)                    $  30,000
- --------------------------------------------------------
          TOTAL REPURCHASE AGREEMENT
            (Cost $30,000)                        30,000
- --------------------------------------------------------
TIME DEPOSITS-EURO* (9.0%)
- --------------------------------------------------------
          Australia and New Zealand
            Banking Group Ltd.
  19,000    5.688, 05/01/97                       19,000
          Fifth Third Bank
  16,940    5.750, 05/01/97                       16,940
- --------------------------------------------------------
          TOTAL TIME DEPOSITS-EURO
            (Cost $35,940)                        35,940
- --------------------------------------------------------
          TOTAL INVESTMENTS (100.2% )
            (Cost $398,773)                      398,773
- --------------------------------------------------------
OTHER ASSETS AND LIABILITIES, NET (-0.2%)           (802)
- --------------------------------------------------------

- --------------------------------------------------------
  FACE
 AMOUNT                                           VALUE
  (000)                                           (000)
- --------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------
          Portfolio Shares of Class A (unlimited 
            authorization -- no par value)
            based on 287,398,359 outstanding 
            shares of beneficial interest       $287,398
          Portfolio Shares of Class B (unlimited 
            authorization -- no par value)
            based on 110,569,742 outstanding 
            shares of beneficial interest        110,570
          Undistributed net investment income          3
- --------------------------------------------------------
          TOTAL NET ASSETS (100.0%)              397,971
- --------------------------------------------------------
          Net Asset Value, Offering and Redemption
            Price Per Share -- Class A             $1.00
          Net Asset Value, Offering and Redemption
            Price Per Share -- Class B             $1.00
- --------------------------------------------------------

(A) SECURITY SOLD WITHIN TERMS OF A PRIVATE PLACEMENT MEMORANDUM, EXEMPT FROM
    REGISTRATION UNDER SECTION 4(2) OR 144A OF THE SECURITIES ACT OF 1933, AS
    AMENDED, AND MAY BE SOLD ONLY TO DEALERS IN THAT PROGRAM OR OTHER 
    "ACCREDITED INVESTORS." THESE SECURITIES HAVE BEEN DETERMINED TO BE LIQUID
    UNDER GUIDELINES ESTABLISHED BY THE BOARD OF TRUSTEES. 
*   DISCLOSURE PRESENTS ANNUALIZED YIELD AT DATE OF PURCHASE FOR DISCOUNT 
    SECURITIES, AND COUPON FOR COUPON-BEARING SECURITIES.
FHLMC--FEDERAL HOME LOAN MORTGAGE CORPORATION
PLC--PUBLIC LIMITED CORPORATION 
SLMA--STUDENT LOAN MARKETING ASSOCIATION

     The accompanying notes are an integral part of the financial statements

                                     <PAGE>
STATEMENT OF OPERATIONS                          THE ADVISORS' INNER CIRCLE FUND
FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 1997 (UNAUDITED)
================================================================================


AIG MONEY MARKET FUND                                        (000)
- ------------------------------------------------------------------
INVESTMENT INCOME:
   Interest                                                $11,612
                                                           -------
     Total Investment Income                                11,612
                                                           -------

EXPENSES:
   Investment Advisory Fees                                    530
   Waiver of Investment Advisory Fees                         (212)
   Administrative Fees                                         207
   Waiver of Administrative Fees                               (27)
   Custodian Fees                                               27
   Professional Fees                                            28
   Distribution Fees-- Class B                                 204
   Transfer Agent Fees                                          22
   Printing Fees                                                10
   Trustee Fees                                                  3
   Registration and Filing Fees                                 16
   Insurance and Other Fees                                     16
   Amortization of Deferred Organizational Costs                 3
                                                           -------
       Total Expenses                                          827
                                                           -------
     Net Investment Income                                  10,785
                                                           -------
NET REALIZED GAIN FROM SECURITIES SOLD                           1
                                                           -------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS       $10,786
                                                           =======



     The accompanying notes are an integral part of the financial statements

                                     <PAGE>
<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS               THE ADVISORS' INNER CIRCLE FUND
FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 1997 (UNAUDITED) AND THE YEAR ENDED OCTOBER 31, 1996.
==============================================================================================
                                                                          11/1/96 TO             11/1/95 TO
                                                                            4/30/97              10/31/96(1)
AIG MONEY MARKET FUND                                                        (000)                  (000)
- ------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                   <C>         
INVESTMENT ACTIVITIES:
   Net Investment Income                                                 $    10,785            $    22,328
   Net Realized Gain (Loss) on Securities                                          1                     (1)
                                                                         -----------            -----------
     Increase in Net Assets Resulting from Operations                         10,786                 22,327
                                                                         -----------            -----------
DISTRIBUTIONS TO SHAREHOLDERS:
   Net Investment Income
     Class A                                                                  (7,978)               (16,913)
     Class B                                                                  (2,807)                (5,415)
                                                                         -----------            -----------
   Total Distributions                                                       (10,785)               (22,328)
                                                                         -----------            -----------
SHARE TRANSACTIONS (AT $1.00 PER SHARE):
   Class A
     Shares Issued                                                        12,198,457             20,518,210
     Shares Issued in Lieu of Cash Distributions                               7,923                 16,941
     Shares Redeemed                                                     (12,172,845)           (20,594,942)
                                                                         -----------            -----------
       Net Class A Share Transactions                                         33,535                (59,791)
                                                                         -----------            -----------
   Class B
     Shares Issued                                                           184,348                298,083
     Shares Issued in Lieu of Cash Distributions                               2,818                  5,368
     Shares Redeemed                                                        (211,980)              (288,549)
                                                                         -----------            -----------
       Net Class B Share Transactions                                        (24,814)                14,902
                                                                         -----------            -----------
Increase (Decrease) in Net Assets From Share Transactions                      8,721                (44,889)
                                                                         -----------            -----------
Total Increase (Decrease) in Net Assets                                        8,722                (44,890)
NET ASSETS:
   Beginning of Period                                                       389,249                434,139
                                                                         -----------            -----------
   End of Period                                                         $   397,971            $   389,249
                                                                         ===========            ===========
<FN>
(1) THE AIG MONEY MARKET FUND CLASS A AND CLASS B COMMENCED OPERATIONS ON DECEMBER 1, 1994 AND FEBRUARY 16, 1995, RESPECTIVELY.
</FN>
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                     <PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS                             THE ADVISORS' INNER CIRCLE FUND
FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 1997 (UNAUDITED) AND THE PERIODS ENDED OCTOBER 31.
===========================================================================================
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
                                                                                                                           RATIO
                                                                                                                RATIO      OF NET
                        NET                                NET               NET                    RATIO    OF EXPENSES   INCOME
                       ASSET               DISTRIBUTIONS  ASSET            ASSETS      RATIO       OF NET    TO AVERAGE  TO AVERAGE
                       VALUE       NET       FROM NET     VALUE              END    OF EXPENSES     INCOME   NET ASSETS  NET ASSETS
                     BEGINNING  INVESTMENT  INVESTMENT     END     TOTAL  OF PERIOD  TO AVERAGE   TO AVERAGE (EXCLUDING  (EXCLUDING
                     OF PERIOD    INCOME      INCOME    OF PERIOD  RETURN   (000)    NET ASSETS   NET ASSETS   WAIVERS)   WAIVERS)
                     ---------  ---------- ------------ ---------  ------ ---------  ----------   ---------- ----------  ----------
- ---------------------
AIG MONEY MARKET FUND
- ---------------------
   CLASS A (1)
     <S>               <C>         <C>        <C>         <C>      <C>     <C>          <C>         <C>        <C>        <C>   
     1997              $1.00       0.03       (0.03)      $1.00    5.30%*  $287,401     0.29%*      5.18%*     0.40%*     5.07%*
     1996              $1.00       0.05       (0.05)      $1.00    5.26%   $253,865     0.39%       5.15%      0.41%      5.13%
     1995              $1.00       0.05       (0.05)      $1.00    5.75%*  $313,657     0.40%*      5.60%*     0.47%*     5.53%*
   CLASS B (1)
     1997              $1.00       0.02       (0.02)      $1.00    4.93%*  $110,570     0.65%*      4.82%*     0.76%*     4.71%*
     1996              $1.00       0.05       (0.05)      $1.00    4.89%   $135,384     0.74%       4.79%      0.77%      4.76%
     1995              $1.00       0.04       (0.04)      $1.00    5.43%*  $120,482     0.75%*      5.18%*     0.85%*     5.08%*

<FN>
  * Annualized
(1) The AIG Money Market Fund Class A and Class B commenced operations on December 1, 1994 and February 16, 1995, respectively.
</FN>
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                     <PAGE>
NOTES TO FINANCIAL STATEMENTS                    THE ADVISORS' INNER CIRCLE FUND
APRIL 30, 1997 (UNAUDITED)
================================================================================

1.   ORGANIZATION:

     THE   ADVISORS'   INNER  CIRCLE  FUND  (the  "Trust")  is  organized  as  a
Massachusetts  business  trust under a Declaration of Trust dated July 18, 1991.
The Trust is  registered  under the  Investment  Company Act of 1940, as amended
(the "1940 Act"), as a diversified  open-end management  investment company with
nine  portfolios.  The  financial  statements  herein  are  those  of  one  such
portfolio,  the AIG Money Market Fund (the  "Fund").  The Fund is  registered to
offer two classes of shares:  Class A and Class B. The  financial  statements of
the remaining portfolios are presented separately.  The assets of each portfolio
are  segregated,  and a  Shareholder's  interest is limited to the  portfolio in
which shares are held.  The Fund's  prospectuses  provide a  description  of the
Fund's investment objectives, policies and strategies.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     The following is a summary of the significant accounting policies followed
by the Fund.

     SECURITY  VALUATION -- Investment  securities are stated at amortized cost,
     which  approximates  market value.  Under this valuation  method,  purchase
     discounts and premiums are accreted and  amortized  ratably to maturity and
     are included in interest income.

     FEDERAL  INCOME  TAXES  -- It is  the  Fund's  intention  to  qualify  as a
     regulated  investment company by complying with the appropriate  provisions
     of the Internal Revenue Code of 1986, as amended. Accordingly, no provision
     for Federal income taxes is required.

     SECURITY  TRANSACTIONS  AND  RELATED  INCOME -- Security  transactions  are
     accounted  for on the date the security is purchased or sold (trade  date).
     Interest  income  is  recognized  on  the  accrual  basis.  Costs  used  in
     determining realized gains and losses on the sales of investment securities
     are those of the specific  securities  sold during the  respective  holding
     period.
         
     NET ASSET  VALUE PER SHARE -- The net asset  value per share of the Fund is
     calculated on each business day by dividing the total value of assets, less
     liabilities, by the number of shares outstanding.
        
     REPURCHASE  AGREEMENTS -- Securities  pledged as collateral  for repurchase
     agreements are held by the custodian  bank until the respective  agreements
     mature.  Provisions  of the  repurchase  agreements  ensure that the market
     value of the collateral,  including accrued interest thereon, is sufficient
     in the event of default by the counterparty.  If the counterparty  defaults
     and the value of the collateral declines or if the counterparty enters into
     an insolvency proceeding,  realization of the collateral by the Fund may be
     delayed or limited.

     EXPENSES  --  Expenses  that are  directly  related to the Fund are charged
     directly to the Fund. Other operating expenses of the Trust are prorated to
     the  portfolios  on the basis of relative net asset value.  Class  specific
     expenses,  such as the 12b-1 fees, are borne by that class.  Income,  other
     expenses  and  realized  gains and losses of the Fund are  allocated to the
     respective classes on the basis of the relative net asset value each day.

         <PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)        THE ADVISORS' INNER CIRCLE FUND
APRIL 30, 1997 (UNAUDITED)
================================================================================

     DISTRIBUTIONS TO SHAREHOLDERS -- Distributions  from net investment  income
     are  declared  daily and paid to  Shareholders  monthly.  Any net  realized
     capital gains are distributed to Shareholders at least annually.

     Distributions from net investment income and net realized capital gains are
     determined in accordance with U.S.  Federal income tax  regulations,  which
     may  differ  from  those  amounts   determined  under  generally   accepted
     accounting  principles.  These book/tax differences are either temporary or
     permanent in nature.  To the extent these  differences are permanent,  they
     are  charged  or  credited  to  paid-in  capital  in the  period  that  the
     differences arise. These  reclassifications have no effect on net assets or
     net asset value.

     USE OF ESTIMATES -- The  preparation of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates  and  assumptions  that affect the reported  amount of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

3.   ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:

     The Fund  incurred  organization  costs of  $33,000.  These costs have been
capitalized  by the Fund and are being  amortized  over sixty months  commencing
with operations. In the event any of the initial shares of the Fund are redeemed
by any  holder  thereof  during  the  period  that  the Fund is  amortizing  its
organizational  costs, the redemption  proceeds payable to the holder thereof by
the Fund will be reduced  by the  unamortized  organizational  costs in the same
ratio as the  number of initial  shares  being  redeemed  bears to the number of
initial shares outstanding at the time of redemption. Organization costs include
legal fees of approximately  $21,000 for organizational  work performed by a law
firm of which a trustee of the Trust is a partner and two  officers of the Trust
are partners.

     Certain officers of the Trust are also officers of SEI Fund Resources (the
"Administrator") and/or SEI Investments Distribution Co. Such officers are paid
no fees by the Trust for serving as officers of the Trust.

4.   ADMINISTRATION, SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENTS:

     The Trust and the Administrator are parties to an Administration  Agreement
under which the Administrator  provided  administrative  services for the period
November 1, 1996 through April 30, 1997 at an annual rate of .145% of the Fund's
average daily net assets up to $100 million;  .1125% of the Fund's average daily
assets from $100 million up to and including  $200  million;  .07% of the Fund's
average daily net assets from $200 million up to and including $450 million; and
 .05% of the Fund's  average  daily net  assets  over $450  million.  There was a
minimum annual fee of $100,000.  The Administrator  agreed to waive a portion of
its fee in order to limit certain expenses of the Fund.

     Effective  May 1, 1997 the  Administration  Agreement  has been  amended to
reflect fees at an annual rate of .10% of the Fund's average daily net assets up
to $50 million;  .08% of the average daily net assets from $50 million up to and
including  $250 million;  .06% of the average daily net assets from $250 million
up to and including  $450  million;  and .05% of the average daily net assets in
excess of $450 million.  There is a minimum  annual fee of $75,000 per portfolio
plus $15,000 for each additional class.


     <PAGE>
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)        THE ADVISORS' INNER CIRCLE FUND
APRIL 30, 1997 (UNAUDITED)
================================================================================

     The  Trust  and  SEI   Investments   Distribution   Co.   ("SIDC"  or  "the
Distributor")  have entered into a Distribution  Agreement under which SIDC acts
as the Distributor of the Fund's shares.  The  Distributor  receives no fees for
its distribution services under this agreement.

     AIG  Equity  Sales  Corp.  serves as the  Sub-Distributor  and  Shareholder
Servicing  Agent to the Fund.  The Fund has  adopted a  Distribution  Plan ("the
Plan") relating to the Class B shares pursuant to the Investment  Company Act of
1940, Rule 12b-1. The Plan provides for payment of fees to the Distributor at an
annual rate of .35% of the average daily net assets of the Class B shares.  Such
fees are then paid to the Sub-Distributor for services provided.

     DST Systems,  Inc. (the "Transfer  Agent") serves as the transfer agent and
dividend  disbursing  agent for the Fund under a transfer agency  agreement with
the Trust.

5.   INVESTMENT ADVISORY AND CUSTODIAN AGREEMENTS:

     The Trust and AIG Capital  Management  Corp. (the "Advisor") are parties to
an Investment Advisory Agreement (the "Advisory Agreement").  Under the terms of
the Advisory Agreement,  the Advisor receives an annual fee equal to .25% of the
Fund's  average daily net assets.  The Advisor has  voluntarily  agreed to waive
 .10% of its fee, and to waive additional fees and/or reimburse  certain expenses
of the Portfolio in order to limit  operating  expenses to not more than .40% of
the  average  daily net assets of Class A and not more than .75% of the  average
daily net assets of Class B. Fee waivers are  voluntary and may be terminated at
any time upon sixty days' written notice to the Fund.

     CoreStates  Bank,  N.A. acts as custodian (the  "Custodian")  for the Fund.
Fees of the Custodian are being paid on the basis of the net assets of the Fund.
The Custodian plays no role in determining  the investment  policies of the Fund
or which securities are to be purchased and sold by the Fund.

6.   CONCENTRATION OF CREDIT RISK:

     The Fund invests  primarily in high quality money market  instruments.  The
Fund maintains a diversified  portfolio which  currently has a concentration  of
assets in the banking  industry.  The  ability of the issuers of the  securities
held  by the  Fund  to  meet  their  obligations  may be  affected  by  economic
developments in the banking  industry.  The summary of credit quality rating for
securities held by the Fund at April 30, 1997 is as follows:

                            S & P                  MOODY'S
                      ---------------          ---------------
                      A-1 +     92.5%          P-1       92.5%
                      A-1        7.5%          NR         7.5%
                               ------                   ------
                               100.0%                   100.0%
     <PAGE>
     NOTES





























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