ADVISORS INNER CIRCLE FUND, 485APOS, 1995-12-14

ADVISORS INNER CIRCLE FUND
485APOS, 1995-12-14

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1995
File No. 33-42484
File No. 811-6400
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 23 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 24 /X/

THE ADVISORS' INNER CIRCLE FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 932-7781

DAVID G. LEE
C/O SEI CORPORATION
680 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Copies to:
RICHARD W. GRANT, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
2000 ONE LOGAN SQUARE
PHILADELPHIA, PENNSYLVANIA 19103
________________________________________________________________________________
It is proposed that this filing become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] 1994 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.
________________________________________________________________________________
Registrant has elected to maintain registration of an indefinite number
of shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant filed its 24f-2 Notice for the fiscal period ended
October 31, 1994 on December 30, 1994.
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
=========================================================================
<S> <C> <C>
PART A - CLOVER CAPITAL EQUITY VALUE FUND AND CLOVER FIXED INCOME FUND
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Fund and the Portfolios;
Investment Objectives; Investment
Policies; Risk Factors; Investment
Limitations; General Information - The
Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent; Portfolio
Transactions; Expense Summary
Item 5A. Management's Discussion of Fund **
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - CLOVER CAPITAL EQUITY VALUE FUND AND CLOVER CAPITAL FIXED INCOME FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective (Prospectus);
Investment Policies (Prospectus);
Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund; 5% Shareholders
</TABLE>

i
<PAGE>

<TABLE>
<S> <C> <C>
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); Experts; General
Information - Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions (Prospectus and
Statement of Additional Information)
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of
Securities Being Offered Shares (Prospectus and Statement of
Additional Information); Determination
of Net Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Data Computation of Yield and Total Return
Item 23. Financial Statements Financial Information

PART A - CLOVER CAPITAL SMALL CAP VALUE FUND
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information *
Item 4. General Description of Registrant The Fund and the Portfolio; Investment
Objective; Investment Policies; Risk
Factors; Investment Limitations;
General Information - The Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent; Portfolio
Transactions; Expense Summary
Item 5A. Management's Discussion of Fund *
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
</TABLE>

ii
<PAGE>

<TABLE>
<S> <C> <C>
Item 9. Pending Legal Proceedings *

PART B - CLOVER CAPITAL SMALL CAP VALUE FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective (Prospectus);
Investment Policies (Prospectus);
Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund;
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); General Information -
Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions (Prospectus and
Statement of Additional Information)
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of
Securities Being Offered Shares (Prospectus and Statement of
Additional Information); Determination
of Net Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Data Computation of Yield and Total Return
Item 23. Financial Statements *

PART A - TURNER GROWTH EQUITY FUND, TURNER FIXED INCOME FUND
AND TURNER SMALL CAP FUND
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information Financial Highlights
</TABLE>

iii
<PAGE>

<TABLE>
<S> <C> <C>
Item 4. General Description of Registrant The Fund and the Portfolios;
Investment Objectives;
Investment Policies; Risk Factors;
Investment Limitations; General
Information - The Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent; Portfolio
Transactions; Expense Summary
Item 5A. Management's Discussion of Fund **
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - TURNER GROWTH EQUITY FUND, TURNER FIXED INCOME FUND
AND TURNER SMALL CAP FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objectives (Prospectus);
Investment Policies (Prospectus);
Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund; 5% Shareholders

Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
</TABLE>

iv
<PAGE>

<TABLE>
<S> <C> <C>
(Prospectus); Experts; General
Information - Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions (Prospectus);
Portfolio Transactions
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of
Securities Being Offered Shares (Prospectus); Purchase and
Redemption of Shares; Determination
of Net Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Data Computation of Yield and Total Return
Item 23. Financial Statements Financial Information

PART A - WHITE OAK GROWTH STOCK FUND AND PIN OAK AGGRESSIVE STOCK FUND
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Fund and the Portfolios;
Investment Objectives and Policies;
Risk Factors; Investment Limitations;
General Information - The Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent; Portfolio
Transactions; Expense Summary
Item 5A. Management's Discussion of Fund **
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - WHITE OAK GROWTH STOCK FUND AND PIN OAK AGGRESSIVE STOCK FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objectives and Policies
(Prospectus); Investment Limitations
</TABLE>

v
<PAGE>

<TABLE>
<S> <C> <C>
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund; 5% Shareholders
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); Experts; General
Information - Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions (Prospectus and
Statement of Additional Information)
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of
Securities Being Offered Shares (Prospectus and Statement of
Additional Information); Determination
of Net Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Computation of
Date Yield and Total Return
Item 23. Financial Statements Financial Information

PART A - A+P LARGE-CAP VALUE FUND
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Fund and the Portfolio; Investment
Objective and Policies; Investment
Limitations; General Information - The
Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent; Portfolio
Transactions; Expense Summary
Item 5A. Management's Discussion of Fund **
Performance
</TABLE>

vi
<PAGE>

<TABLE>
<S> <C> <C>
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - A+P LARGE-CAP VALUE FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective and Policies
(Prospectus); Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund; 5% Shareholders
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); Experts; General
Information - Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Description of Shares

Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of
Securities Being Offered Shares (Prospectus and Statement of
Additional Information); Determination
of Net Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Data Computation of Yield and Total Return
Item 23. Financial Statements Financial Information
</TABLE>

vii
<PAGE>

<TABLE>
<S> <C> <C>
PART A - HGK FIXED INCOME FUND
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information *
Item 4. General Description of Registrant The Fund and the Portfolio; Investment
Objective and Policies; Investment
Limitations; General Information - The
Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator; The Transfer Agent
Item 5A. Management's Discussion of Fund *
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - HGK FIXED INCOME FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective and Policies
(Prospectus); Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); General Information -
Custodian (Prospectus)
</TABLE>

viii
<PAGE>

<TABLE>
<S> <C> <C>
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Description of Shares

PART A - AIG MONEY MARKET FUND CLASS A SHARES
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information *
Item 4. General Description of Registrant The Fund and the Portfolio; Investment
Objective and Policies; Investment
Limitations; General Information - The
Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent
Item 5A. Management's Discussion of Fund *
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART A - AIG MONEY MARKET FUND CLASS B SHARES
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information *
Item 4. General Description of Registrant The Fund and the Portfolio; Investment
Objective and Policies; Investment
Limitations; General Information - The
Fund
</TABLE>

ix
<PAGE>

<TABLE>
<S> <C> <C>
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent
Item 5A. Management's Discussion of Fund *
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - AIG MONEY MARKET FUND CLASS A AND CLASS B SHARES
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective and Policies
(Prospectus); Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); General Information -
Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Description of Shares

x
<PAGE>

<TABLE>
<S> <C> <C>
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Data Computation of Yield and Total Return
Item 23. Financial Statements *

PART A - FMC SELECT FUND
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information *
Item 4. General Description of Registrant The Fund and the Portfolio; Investment
Objective and Policies; Investment
Limitations; General Information - The
Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Administrator;
The Transfer Agent
Item 5A. Management's Discussion of Fund *
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights;
General Information - Shareholder
Inquiries; General Information -
Dividends and Distributions; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - FMC SELECT FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective and Policies
(Prospectus); Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
</TABLE>

xi
<PAGE>

<TABLE>
<S> <C> <C>
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); General Information -
Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Description of Shares

Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of
Securities Being Offered Shares (Prospectus and Statement of
Additional Information); Determination
of Net Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Data Computation of Total Return
Item 23. Financial Statements *
</TABLE>

PART C

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.

*Not Applicable

**Information required under Item 5A is contained in the Fund's Annual Reports
to Shareholders.

xii
<PAGE>

The Prospectus and Statement of Additional Information for the Clover Capital
Equity Value Fund and the Clover Fixed Income Fund, included as part of Post-
Effective Amendment No. 20 to the Registrant's Registration Statement on Form N-
1A (File No. 33-42484), filed with the Securities and Exchange Commission on
February 28, 1995 pursuant to Rule 485(b) under the Securities Act of 1933, as
amended (the "1933 Act") and in final form under Rule 497(c) of the 1933 Act on
March 3, 1995, is hereby incorporated by reference as if set forth in full
herein.
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

Investment Adviser:
CLOVER CAPITAL MANAGEMENT, INC.

The Advisors' Inner Circle Fund (the "Fund") provides a convenient and
economical means of investing in professionally managed portfolios of
securities. This Prospectus offers shares of the following mutual fund (the
"Portfolio"), which is a separate series of the Fund:

CLOVER CAPITAL SMALL CAP VALUE FUND

This Prospectus sets forth concisely the information about the Fund and the
Portfolio that a prospective investor should know before investing. Investors
are advised to read this Prospectus and retain it for future reference. A
Statement of Additional Information dated _______ __, 1995 has been filed with
the Securities and Exchange Commission and is available without charge by
calling 1-800-932-7781. The Statement of Additional Information is incorporated
into this Prospectus by reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

____________ __, 1995
<PAGE>

SUMMARY

The following summary provides basic information about the Clover Capital
Small Cap Value Portfolio (the "Small Cap Value Portfolio," or the
"Portfolio"). The Portfolio is one of the mutual funds comprising The
Advisors' Inner Circle Fund (the "Fund"). This summary is qualified in its
entirety by reference to the more detailed information provided elsewhere in
this Prospectus and in the Statement of Additional Information.

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES? The Small Cap Value
Portfolio seeks long-term total return by investing in a diversified
portfolio of equity securities of domestic issuers with market
capitalizations of $750 million or less that, in the Adviser's opinion,
are undervalued relative to the market or the historic valuation of such
securities.

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIO? The
investment policies of the Portfolio entail certain risks and considerations
of which investors should be aware. The Portfolio invests in equity
securities that fluctuate in value, and investors should expect the
Portfolio's net asset value per share to fluctuate in value. Moreover, the
Portfolio invests in equity securities of smaller companies, which involves
greater risk than is customarily associated with equity investments in
larger, more established companies. There can be no assurance that the
Portfolio will achieve its investment objective.

For more information about the Portfolio, see "Investment Objectives,"
"Investment Policies," "Risk Factors" and "Description of Permitted
Investments and Risk Factors."

WHO IS THE ADVISER? Clover Capital Management, Inc. serves as the
investment adviser of the Portfolio. In addition to advising the Portfolio,
Clover Capital Management, Inc. provides advisory services to pension plans,
religious and educational endowments, corporations, 401(k) plans, profit
sharing plans, individual investors and trusts and estates. See "Expense
Summary" and "The Adviser."

WHO IS THE ADMINISTRATOR? SEI Financial Management Corporation serves as
the administrator (the "Administrator") and shareholder servicing agent to
the Portfolio. See "The Administrator."

WHO IS THE TRANSFER AGENT? DST Systems, Inc. serves as the transfer agent
and dividend disbursing agent of the Portfolio. See "The Transfer Agent."

2
<PAGE>

WHO IS THE DISTRIBUTOR? SEI Financial Services Company acts as the
distributor of the Portfolio's shares. See "The Distributor."

IS THERE A SALES LOAD? No, shares of the Portfolio are offered on a no-load
basis.

IS THERE A MINIMUM INVESTMENT? The Portfolio has a minimum initial
investment of $2,000 which the Distributor may waive at its discretion.

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Transfer Agent on a day when the New York Stock Exchange is open
for business ("Business Day"). A purchase order will be effective as of the
Business Day received by the Transfer Agent if the Transfer Agent receives
an order and payment by check or with readily available funds prior to 4:00
p.m., Eastern time. To open an account by wire, you must first call 1-800-
-----
808-4921. Redemption orders placed with the Transfer Agent prior to 4:00
p.m., Eastern time, on any Business Day will be effective that day. The
Portfolio also offers both a Systematic Investment Plan and a Systematic
Withdrawal Plan. The purchase and redemption price for shares is the net
asset value per share determined as of the end of the day the order is
effective. See "Purchase and Redemption of Shares."

HOW ARE DISTRIBUTIONS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Small Cap Value Portfolio is distributed
in the form of quarterly dividends.

Any capital gain is distributed at least annually. Distributions are paid
in additional shares unless the shareholder elects to take the payment in
cash. See "Dividends and Distributions."

3
<PAGE>

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES CLOVER CAPITAL
(as a percentage of offering price) SMALL CAP VALUE FUND
===========================================================================
Maximum Sales Load Imposed on Purchases .................................None
Maximum Sales Load Imposed on Reinvested Dividends .......................None
Deferred Sales Load .....................................................None
Redemption Fees(1) ......................................................None
Exchange Fees ...........................................................None
===========================================================================
(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder.

ANNUAL OPERATING EXPENSES
(as a percentage of CLOVER CAPITAL
average net assets) SMALL CAP VALUE FUND
===========================================================================
Advisory Fees (after fee waivers) (2) 0.25%
Other Expenses (3) 1.15%

===========================================================================
Total Operating Expenses (after fee waivers) (2) 1.40%

===========================================================================

(2) The Adviser has, on a voluntary basis, waived a portion of its fees for
the Portfolio. The advisory fees shown reflect these voluntary waivers.
The Adviser reserves the right to terminate its waivers at any time in its
sole discretion. Absent such waivers advisory fees for the Portfolio would
be .85%; and total operating expenses would be 2.00%. See "The Adviser."

(3) Other Expenses for the Portfolio are based on estimated amounts for the
current fiscal year and are based on a minimum annual administration fee
of $50,000. Administration fees as a percentage of average daily net
assets of the Portfolio will decline to .20% at net asset levels of $37.5
million and above. See "The Administrator."

EXAMPLE
================================================================================
1 year 3 years
================================================================================
An investor would pay the following expenses
on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the
end of each time period

CLOVER CAPITAL SMALL CAP VALUE FUND $14 $44
================================================================================

The example is based upon total operating expenses of the Portfolio after
waivers and reimbursements as shown in the expense table. The example should not
be considered a representation of past or future expenses, and actual expenses
may be greater or less than those shown. THE PURPOSE OF THE EXPENSE TABLE AND
EXAMPLE IS TO ASSIST THE INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND
EXPENSES THAT MAY BE DIRECTLY OR INDIRECTLY BORNE BY SHAREHOLDERS OF THE
PORTFOLIO. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE ADVISER" AND "THE
ADMINISTRATOR."

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THE FUND AND THE PORTFOLIO

The Advisors' Inner Circle Fund (the "Fund") offers shares of a number of
diversified mutual funds, each of which is a separate series ("portfolio")
of the Fund. Each share of each mutual fund represents an undivided
proportionate interest in that mutual fund. This Prospectus offers shares of
the Fund's Clover Capital Small Cap Value Fund (the "Small Cap Value
Portfolio," or the "Portfolio"). Information regarding the other mutual
funds in the Fund is contained in separate prospectuses that may be obtained
by calling 1-800-932-7781.

INVESTMENT OBJECTIVE

SMALL CAP VALUE PORTFOLIO

The Small Cap Value Portfolio seeks long-term total return.

There can be no assurance that the Portfolio will be able to achieve this
investment objective.

INVESTMENT POLICIES

SMALL CAP VALUE PORTFOLIO

Under normal market conditions, the Small Cap Value Portfolio invests at
least 75% and up to 100% of its total assets in a diversified portfolio of
equity securities of U.S. issuers that have market capitalizations of $750
million or less at the time of purchase, including common stocks, warrants
and rights to subscribe to common stocks, equity interests issued by real
estate investment trusts ("REITs") and both debt securities and preferred
stocks convertible into common stocks. Clover Capital Management, Inc. (the
"Adviser") employs database screening techniques to search the universe of
domestic public companies for stocks trading in the bottom 20% of valuation
parameters such as stock price-to-book value, price-to-cash flow, price-to-
earnings and price-to-sales. From these stocks the Adviser selects a
diversified group of securities for investment by utilizing additional
screening and selection strategies to identify the companies that the
Adviser believes are more financially stable. In addition, the Portfolio
may include holdings in issuers that may not have been identified during the
initial screening process but that the Adviser has identified using its
value oriented fundamental research techniques. In addition, the Portfolio
may invest up to 10% of its net assets in American Depositary Receipts
("ADRs").

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<PAGE>

All of the equity securities (including ADRs) in which the Portfolio invests
are traded on registered exchanges or the over-the-counter market in the
United States.

Any remaining assets may be invested in (i) the equity securities described
above of U.S. issuers that have market capitalizations exceeding $750
million at the time of purchase, and (ii) money market instruments,
including securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; certificates of deposit, time deposits and
bankers' acceptances issued by banks or savings and loan associations having
net assets of at least $500 million as of the end of their most recent
fiscal year; commercial paper rated A-1 by Standard & Poor's Corporation
("S&P") or Prime-1 by Moody's Investors Service ("Moody's"); repurchase
agreements involving such securities; and, to the extent permitted by
applicable law, shares of other investment companies investing solely in
money market instruments.

For temporary defensive purposes during periods when the Adviser determines
that market conditions warrant, the Portfolio may invest up to 100% of its
assets in the money market instruments described above or in cash.

For a description of certain permitted investments, see "Risk Factors" and
"Description of Permitted Investments and Risk Factors" in this Prospectus
and "Description of Permitted Investments" in the Statement of Additional
Information.

RISK FACTORS

EQUITY SECURITIES - Investments in equity securities in general are subject
to market risks that may cause their prices to fluctuate over time. The
value of securities, such as warrants or convertible debt, that are
convertible into equity securities is also affected by prevailing interest
rates, the credit quality of the issuer and any call provisions.
Fluctuations in the value of equity securities in which the Portfolio
invests will cause the net asset value of the Portfolio to fluctuate. An
investment in the Portfolio may therefore be more suitable for long-term
investors who can bear the risk of short-term principal fluctuations.

The Portfolio invests in the securities of smaller companies. Investments
in small capitalization companies involves greater risk than is customarily
associated with larger, more established companies due to the greater
business risks of small size, limited markets and financial resources,
narrow product lines and the frequent lack of depth of management. The
securities of small companies are often traded over-the-counter and may not
be traded in volumes typical on a national securities exchange.
Consequently, the securities of smaller companies may have limited

6
<PAGE>

market stability, may be less liquid, and may be subject to more abrupt or
erratic market movements than securities of larger, more established growth
companies or the market averages in general. As a result, the value of the
shares of the Portfolio can be expected to fluctuate more than the value of
shares of an investment company investing solely in larger, more established
companies.

REITS - The value of interests in REITs may be affected by changes in (i)
the value of the property owned, (ii) the quality of the mortgages held by
the trust, and (iii) interest rates.

GOVERNMENT SECURITIES - Any guaranty by the U.S. Government, its agencies or
instrumentalities of the securities in which the Portfolio invests
guarantees only the payment of principal and interest on the guaranteed
security and does not guarantee the yield or value of that security or the
yield or value of shares of the Portfolio.

For a description of certain permitted investments, see "Description of
Permitted Investments and Risk Factors" in this Prospectus and "Description
of Permitted Investments" in the Statement of Additional Information.

INVESTMENT LIMITATIONS

The investment objective and the investment limitations set forth here and
in the Statement of Additional Information are fundamental policies of the
Portfolio. Fundamental policies cannot be changed with respect to the
Portfolio without the consent of a majority of the holders of the
Portfolio's outstanding shares.

The Portfolio may not:

1. Purchase securities of any issuer (except securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements involving such securities) if as a result more than 5%
of the total assets of the Portfolio would be invested in the securities of
such issuer. This restriction applies to 75% of the Portfolio's total
assets.

2. Purchase any securities which would cause 25% or more of the total
assets of the Portfolio to be invested in the securities of one or more
issuers conducting their principal business activities in the same industry,
provided that this limitation does not apply to investments in obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and repurchase agreements involving

7
<PAGE>

such securities. For purposes of this limitation, (i) utility companies will
be divided according to their services, for example, gas distribution, gas
transmission, electric and telephone will each be considered a separate
industry; (ii) financial service companies will be classified according to
the end users of their services, for example, automobile finance, bank
finance and diversified finance will each be considered a separate industry;
and (iii) supranational entities will be considered to be a separate
industry.

3. Borrow money except for temporary or emergency purposes and then only
in an amount not exceeding 10% of the value of its total assets.

The foregoing percentages will apply at the time of the purchase of a
security. Additional investment limitations are set forth in the Statement
of Additional Information.

THE ADVISER

Clover Capital Management, Inc. is a professional investment management firm
founded in 1984 by Michael Edward Jones and Geoffrey Harold Rosenberger, who
are Managing Directors of the Adviser and control all of the Adviser's
outstanding voting stock. As of October 31, 1995, the Adviser had
discretionary management authority with respect to approximately $1.4
billion of assets. The principal business address of the Adviser is 11
Tobey Village Office Park, Pittsford, NY 14534.

The Adviser serves as the Portfolio's investment adviser under an investment
advisory agreement (the "Advisory Agreement") with the Fund. Under the
Advisory Agreement, the Adviser makes the investment decisions for the
assets of the Portfolio and continuously reviews, supervises and administers
the Portfolio's investment program, subject to the supervision of, and
policies established by, the Trustees of the Fund. In addition to advising
the Portfolio, the Adviser provides advisory services to pension plans,
religious and educational endowments, corporations, 401(k) plans, profit
sharing plans, individual investors and trusts and estates.

Since its inception, the Small Cap Value Portfolio has been managed by a
committee of research professionals led by Michael E. Jones, CFA, and
Lawrence Creatura. Mr. Jones is a co-founder of the Adviser and for the
past five years has been the Managing Director of the Adviser. For the
past two years Mr. Creatura has been a Vice President for Investments for
the Adviser. For the previous three years he was a Laser Systems
Engineer/Researcher for Laser Surge, Inc.

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<PAGE>

For its services, the Adviser is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .85% of the average daily net
assets of the Portfolio. The Adviser has voluntarily agreed to waive all or
a portion of its fees and/or to reimburse Portfolio expenses in order to
limit total operating expenses of the Portfolio to an annual rate of not
more than 1.40% of the Portfolio's average daily net assets. The Adviser
reserves the right, in its sole discretion, to terminate its voluntary fee
waiver and any reimbursement at any time.

THE ADMINISTRATOR

SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), provides the Fund with administrative
services, including regulatory reporting and all necessary office space,
equipment, personnel and facilities.

For these administrative services, the Administrator is entitled to a fee
from the Portfolio, which is calculated daily and paid monthly, at an annual
rate of .20% of the average daily net assets of the Portfolio. However, the
Portfolio pays the Administrator a minimum annual fee of $50,000. The
administration fee the Portfolio pays will decline to an annual rate of .20%
of the Portfolio's average daily net assets at net asset levels of $25
million and above.

The Administrator also serves as shareholder servicing agent of the
Portfolio under a shareholder servicing agreement with the Fund.

THE TRANSFER AGENT

DST Systems, Inc., 1005 Baltimore, Kansas City, MO 64105 (the "Transfer
Agent") serves as the transfer agent and dividend disbursing agent for the
Fund under a transfer agency agreement with the Fund.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly owned
subsidiary of SEI, serves as the Fund's distributor pursuant to a
distribution agreement (the "Distribution Agreement"). No compensation is
paid to the Distributor for distribution services for the shares of the
Portfolio.

9
<PAGE>

PORTFOLIO TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select broker/dealers that
will execute the purchase or sale of investment securities for the Portfolio
and directs the Adviser to seek to obtain the best net results. Certain
broker-dealers assist their clients in the purchase of shares from the
Distributor and charge a fee for this service in addition to the Portfolio's
public offering price.

The Adviser may, consistent with the interests of the Portfolio, select
brokers on the basis of the research, statistical and pricing services they
provide to the Portfolio. A commission paid to such brokers may be higher
than that which another qualified broker would have charged for effecting
the same transaction, provided that such commissions are in compliance with
the Securities Exchange Act of 1934, as amended, and that the Adviser
determines in good faith that the commission is reasonable in terms either
of the transaction or the overall responsibility of the Adviser to the
Portfolio and the Adviser's other clients.

The Portfolio may execute brokerage or other agency transactions through the
Distributor for which the Distributor may receive usual and customary
compensation.

Because shares of the Portfolio are not marketed through intermediary
broker/dealers, it is not the Portfolio's practice to allocate brokerage or
effect principal transactions with the broker/dealers on the basis of sales
of shares that may be made through such firms. However, the Adviser may
place Portfolio orders with qualified broker/dealers who refer clients to
the Portfolio.

Some securities considered for investment by the Portfolios may also be
appropriate for other accounts and/or clients served by that Adviser. If
the purchase or sale of securities consistent with the investment policies
of the Portfolio and another of the Adviser's accounts and/or clients are
considered at or about the same time, transactions in such securities will
be allocated among the Portfolio and the other accounts and/or clients in a
manner deemed equitable by the Adviser.

10
<PAGE>

PURCHASE AND REDEMPTION OF SHARES

Investors may purchase and redeem shares of the Portfolio directly through
the Transfer Agent, P.O. Box 419009, Kansas City, MO 64141-6009 by mail or
wire transfer. All shareholders may place orders by telephone; when market
conditions are extremely busy, it is possible that investors may experience
difficulties placing orders by telephone and may wish to place orders by
mail. Purchases and redemptions of shares of the Portfolio may be made on
any day when the New York Stock Exchange is open for business ("Business
Day"). Shares of the Portfolio are offered only to residents of states in
which such shares are eligible for purchase.

The minimum initial investment in the Portfolio is $2,000, and subsequent
purchases must be at least $250. The Distributor may waive these minimums
at its discretion. No minimum applies to subsequent purchases effected by
dividend reinvestment. As described below, subsequent purchases through the
Portfolio's Systematic Investment Plan must be at least $250.

PURCHASES BY MAIL

An account may be opened by mailing a check or other negotiable bank draft
(payable to the Small Cap Value Portfolio) for $2,000 or more, together with
a completed Account Application to the Transfer Agent, P.O. Box 419009,
Kansas City, MO 64141-6009. Subsequent investments may also be mailed
directly to the Transfer Agent.

PURCHASES BY WIRE TRANSFER

Shareholders having an account with a commercial bank that is a member of
the Federal Reserve System may purchase shares of the Portfolio by
requesting their bank to transmit funds by wire to: United Missouri Bank of
Kansas, N.A.; ABA #10-10-00695; for Account Number 98-7052-396-5; Further
Credit: Small Cap Value Portfolio. The shareholder's name and account
number must be specified in the wire.

Initial Purchases: Before making an initial investment by wire, an investor
must first telephone 1-800-808-4921 to be assigned an account number. The
investor's name, account number, taxpayer identification number or Social
Security number, and address must be specified in the wire. In addition, an
Account Application should be

11
<PAGE>

promptly forwarded to: DST Systems, Inc., P.O. Box 419009, Kansas City, MO
64141-6009.

Subsequent Purchases: Additional investments may be made at any time
through the wire procedures described above, which must include a
shareholder's name and account number. The investor's bank may impose a fee
for investments by wire.

GENERAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Transfer
Agent if the Transfer Agent receives the order and payment by check or
readily available funds before 4:00 p.m., Eastern time. The purchase price
of shares of the Portfolio is the Portfolio's net asset value per share next
determined after a purchase order is effective. Purchases will be made in
full and fractional shares of the Portfolio calculated to three decimal
places. The Fund will not issue certificates representing shares of the
Portfolio.

If a check received for the purchase of shares does not clear, the purchase
will be cancelled, and the investor could be liable for any losses or fees
incurred. The Fund reserves the right to reject a purchase order when the
Fund determines that it is not in the best interest of the Portfolio or its
shareholders to accept such order.

Shares of the Portfolio may be purchased in exchange for securities to be
included in that Portfolio, subject to the Adviser's or Administrator's
determination that these securities are acceptable. Securities accepted in
such an exchange will be valued at their market value. All accrued interest
and subscription or other rights that are reflected in the market price of
accepted securities at the time of valuation become the property of the
Portfolio and must be delivered by the shareholder to the Portfolio upon
receipt from the issuer.

The Adviser or Administrator will not accept securities in exchange for
shares of the Portfolio unless (1) such securities are appropriate
investments of the Portfolio at the time of the exchange; (2) the
shareholder represents and agrees that all securities offered to the
Portfolio are not subject to any restrictions upon their sale by the
Portfolio under the Securities Act of 1933, as amended, or otherwise; and
(3) prices are available from an independent pricing service approved by the
Fund's Board of Trustees.

SYSTEMATIC INVESTMENT PLAN - A shareholder may also arrange for periodic
additional investments in the Portfolio through automatic deductions by
Automated

12
<PAGE>

Clearing House ("ACH") transactions from a checking or savings account by
completing the appropriate section of the Account Application form. This
Systematic Investment Plan is subject to account minimum initial purchase
amounts and a minimum pre-authorized investment amount of $250 per month. An
Account Application form may be obtained by calling 1-800-932-7781.

EXCHANGES

Shareholders of the Portfolio may exchange their shares for shares of either
the Clover Capital Equity Value Fund or the Clover Capital Fixed Income Fund
(each, an "Eligible Portfolio"). Exchanges are made at net asset value. An
exchange is considered a sale of shares and will result in capital gain or
loss for federal income tax purposes. The shareholder must have received a
current prospectus for the new Eligible Portfolio before any exchange will
be effected, and the exchange privilege may be exercised only in those
states where shares of the new Eligible Portfolio may legally be sold. If
the Transfer Agent receives exchange instructions in writing or by telephone
(an "Exchange Request") in good order by 4:00 p.m. on any Business Day, the
exchange will be effected that day. The liability of the Fund or the
Transfer Agent for fraudulent or unauthorized telephone instructions may be
limited as described below. The Fund reserves the right to modify or
terminate this exchange offer on 60 days' notice.

REDEMPTIONS

Redemption orders received by the Transfer Agent prior to 4:00 p.m., Eastern
time on any Business Day will be effective that day. The redemption price
of shares is the net asset value per share of the Portfolio next determined
after the redemption order is effective. Payment on redemption will be made
as promptly as possible and, in any event, within seven days after the
redemption order is received, provided, however, that redemption proceeds
for shares purchased by check (including certified or cashier's checks) will
be forwarded only upon collection of payment for such shares; collection of
payment may take 15 or more days. Shareholders may not close their accounts
by telephone; redemption or exchange orders closing an account must be sent
in writing to the Transfer Agent.

Shareholders may receive redemption payments in the form of a check or by
Federal Reserve wire transfer or ACH. There is no charge for having a check
for redemption proceeds mailed. The custodian will deduct a wire charge,
currently $10.00, from the amount of a Federal Reserve wire redemption
payment made at the request of a shareholder. Shareholders cannot redeem
shares of the Portfolio by

13
<PAGE>

Federal Reserve wire on federal holidays restricting wire transfers. The
Fund does not charge for ACH wire transactions; however, such transactions
will not be posted to a shareholder's bank account until the second Business
Day following the transaction.

SYSTEMATIC WITHDRAWAL PLAN - The Portfolio offers a Systematic Withdrawal
Plan ("SWP") for shareholders who wish to receive regular distributions from
their account. Upon commencement of the SWP, the account must have a
current value of $2,000 or more. Shareholders may elect to receive
automatic payments via ACH of $500 or more on a monthly, quarterly, semi-
annual or annual basis. An application form for SWP may be obtained by
calling 1-800-932-7781.

Shareholders should realize that if withdrawals exceed income dividends,
their invested principal in the account will be depleted. Thus, depending
on the frequency and amounts of the withdrawal payments and/or any
fluctuations in the net asset value per share, their original investment
could be exhausted entirely. To participate in the SWP, shareholders must
have their dividends automatically reinvested. Shareholders may change or
cancel the SWP at any time, upon written notice to the Transfer Agent.

Neither the Fund nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Fund and the
Transfer Agent will each employ reasonable procedures to confirm that
telephone instructions are genuine, and may be liable for losses resulting
from unauthorized or fraudulent telephone transactions if it does not employ
those procedures. Such procedures may include taping of telephone
conversations.

The right of redemption may be suspended or the date of payment of
redemption proceeds postponed during certain periods as set forth more fully
in the Statement of Additional Information.

The net asset value per share of the Portfolio is determined by dividing the
total market value of the Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of the Portfolio. Net asset
value per share is determined daily as of the close of business of the New
York Stock Exchange (currently, 4:00 p.m., Eastern time) on any Business
Day. The Portfolio will use a pricing service to provide market quotations.
The pricing service may use a matrix system of valuation which considers
factors such as securities prices, yield features, call features, ratings
and developments related to a specific security.

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<PAGE>

PERFORMANCE

From time to time, the Portfolio may advertise its yield and total return.
These figures will be based on historical earnings and are not intended to
indicate future performance. No representation can be made regarding actual
future yields or returns. The yield of the Portfolio refers to the
annualized income generated by an investment in the Portfolio over a
specified 30-day period. The yield is calculated by assuming that the same
amount of income generated by the investment during that period is generated
in each 30-day period over one year and is shown as a percentage of the
investment.

The total return of the Portfolio refers to the average compounded rate of
return on a hypothetical investment, for designated time periods (including
but not limited to the period from which the Portfolio commenced operations
through the specified date), assuming that the entire investment is redeemed
at the end of each period and assuming the reinvestment of all dividend and
capital gain distributions.

The Portfolio may periodically compare its performance to that of other
mutual funds tracked by mutual fund rating services (such as Lipper
Analytical), or by financial and business publications and periodicals,
broad groups of comparable mutual funds, unmanaged indices, which may assume
investment of dividends but generally do not reflect deductions for
administrative and management costs, or other investment alternatives. The
Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on
the basis of risk-adjusted performance. The Portfolio may quote Ibbotson
Associates of Chicago, Illinois, which provides historical returns of the
capital markets in the U.S. The Portfolio may use long-term performance of
these capital markets to demonstrate general long-term risk versus reward
scenarios and could include the value of a hypothetical investment in any of
the capital markets. The Portfolio may also quote financial and business
publications and periodicals as they relate to fund management, investment
philosophy, and investment techniques.

The Portfolio may quote various measures of volatility and benchmark
correlation in advertising and may compare these measures to those of other
funds. Measures of volatility attempt to compare historical share price
fluctuations or total returns to a benchmark while measures of benchmark
correlation indicate how valid a comparative benchmark might be. Measures
of volatility and correlation are calculated using averages of historical
data and cannot be calculated precisely.

15
<PAGE>

TAXES

The following summary of federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action.

No attempt has been made to present a detailed explanation of the federal,
state or local income tax treatment of the Portfolio or its shareholders.
Accordingly, shareholders are urged to consult their tax advisors regarding
specific questions as to federal, state and local income taxes.

TAX STATUS OF THE PORTFOLIO:

The Portfolio is treated as a separate entity for federal income tax
purposes and is not combined with the Fund's other portfolios. The
Portfolio intends to continue to qualify for the special tax treatment
afforded regulated investment companies as defined under Subchapter M of the
Internal Revenue Code of 1986, as amended. So long as the Portfolio
qualifies for this special tax treatment, it will be relieved of federal
income tax on that part of its net investment income and net capital gain
(the excess of net long-term capital gain over net short-term capital loss)
which it distributes to shareholders.

TAX STATUS OF DISTRIBUTIONS:

The Portfolio will distribute all of its net investment income (including,
for this purpose, net short-term capital gain) to shareholders. Dividends
from net investment income will be taxable to shareholders as ordinary
income whether received in cash or in additional shares. Distributions from
net investment income will qualify for the dividends-received deduction for
corporate shareholders only to the extent such distributions are derived
from dividends paid by domestic corporations. It can be expected that only
certain dividends of the Portfolio will qualify for that deduction. Any net
capital gains will be distributed annually and will be taxed to shareholders
as long-term capital gains, regardless of how long the shareholder has held
shares. The Portfolio will make annual reports to shareholders of the
federal income tax status of all distributions, including the amount of
dividends eligible for the dividends-received deduction.

Certain securities purchased by the Portfolio (such as STRIPS, defined in
"Description of Permitted Investments and Risk Factors") are sold with
original issue discount and thus do not make periodic cash interest
payments. For a further description of such securities, see "Description of
Permitted Investments and Risk

16
<PAGE>

Factors" below. The Portfolio will be required to include as part of its
current income the accrued discount on such obligations even though the
Portfolio has not received any interest payments on such obligations during
that period. Because the Portfolio distributes all of its net investment
income to its shareholders, the Portfolio may have to sell portfolio
securities to distribute such accrued income, which may occur at a time when
the Adviser would not have chosen to sell such securities and which may
result in a taxable gain or loss.

Income received on direct U.S. obligations is exempt from income tax at the
state level when received directly and may be exempt, depending on the
state, when received by a shareholder from the Portfolio provided certain
state-specific conditions are satisfied. The Portfolio will inform
shareholders annually of the percentage of income and distributions derived
from direct U.S. obligations. Shareholders should consult their tax
advisers to determine whether any portion of the income dividends received
from the Portfolio is considered tax exempt in their particular state.

Dividends declared by the Portfolio in October, November or December of any
year and payable to shareholders of record on a date in one of those months
will be deemed to have been paid by the Portfolio and received by the
shareholders on December 31 of that year, if paid by the Portfolio at any
time during the following January.

The Portfolio intends to make sufficient distributions prior to the end of
each calendar year to avoid liability for federal excise tax.

Sale, exchange or redemption of the Portfolio's shares is a taxable event to
the shareholder.

Income derived by the Portfolio from securities of foreign issuers may be
subject to foreign withholding taxes. The Portfolio will not be able to
elect to treat shareholders as having paid their proportionate share of such
foreign taxes.

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<PAGE>

GENERAL INFORMATION

THE FUND

The Fund, an open-end investment management company that offers shares of
diversified portfolios, was organized under Massachusetts law as a business
trust under a Declaration of Trust dated July 18, 1991. The Declaration of
Trust permits the Fund to offer separate series ("portfolios") of shares.
All consideration received by the Fund for shares of any portfolio and all
assets of such portfolio belong to that portfolio and would be subject to
liabilities related thereto. The Fund reserves the right to create and
issue shares of additional portfolios.

The Portfolio pays its (i) operating expenses, including fees of its service
providers, expenses of preparing prospectuses, proxy solicitation material
and reports to shareholders, costs of custodial services and registering its
shares under federal and state securities laws, pricing and insurance
expenses, brokerage costs, interest charges, taxes and organization
expenses, and (ii) pro rata share of the Fund's other expenses, including
audit and legal expenses.

TRUSTEES OF THE FUND

The management and affairs of the Fund are supervised by the Trustees under
the laws of the Commonwealth of Massachusetts. The Trustees have approved
contracts under which, as described above, certain companies provide
essential management services to the Fund.

VOTING RIGHTS

Each share held entitles the shareholder of record to one vote. The
Portfolio will vote separately on matters relating solely to it. As a
Massachusetts business trust, the Fund is not required to hold annual
meetings of shareholders but shareholders' approval will be sought for
certain changes in the operation of the Fund and for the election of
Trustees under certain circumstances. In addition, a Trustee may be removed
by the remaining Trustees or by shareholders at a special meeting called
upon written request of shareholders owning at least 10% of the outstanding
shares of the Fund. In the event that such a meeting is requested, the Fund
will provide appropriate assistance and information to the shareholders
requesting the meeting.

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<PAGE>

REPORTING

The Fund issues unaudited financial information semiannually and audited
financial statements annually for the Portfolio. The Fund also furnishes
periodic reports and, as necessary, proxy statements to shareholders of
record.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to The Advisors' Inner Circle Fund,
P.O. Box 419009, Kansas City, MO 64141-6009 or directed to 1-800-932-7781.
Purchase, redemption and exchange orders should be placed with the Transfer
Agent at the same address or by calling 1-800-808-4921.

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income (excluding capital gain) of
the Portfolio is distributed in the form of dividends to shareholders of
record on the last Business Day of each quarter. If any capital gain is
realized for the Portfolio, substantially all of it will be distributed at
least annually.

Shareholders automatically receive all income dividends and capital gain
distributions in additional shares, unless the shareholder has elected to
take such payment in cash. Shareholders may change their election by
providing written notice to the Transfer Agent at least 15 days prior to the
distribution. Shareholders may receive payments for cash distributions in
the form of a check or by Federal Reserve wire transfer or ACH.

Dividends and other distributions of the Portfolio are paid on a per share
basis. The value of each share will be reduced by the amount of the payment.
If shares are purchased shortly before the record date for a dividend or the
distribution of capital gains, a shareholder will pay the full price for the
shares and receive some portion of the price back as a taxable dividend or
distribution.

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<PAGE>

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

Morgan, Lewis & Bockius LLP serves as counsel to the Fund. Arthur Andersen
LLP serves as the independent public accountants of the Fund.

CUSTODIAN

CoreStates Bank, N.A., Broad and Chestnut Streets, P. O. Box 7618,
Philadelphia, Pennsylvania 19101 acts as custodian (the "Custodian") of the
Portfolio. The Custodian holds cash, securities and other assets of the
Fund as required by the Investment Company Act of 1940, as amended (the
"1940 Act").

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following is a description of certain permitted investments and risk
factors for the Portfolio:

AMERICAN DEPOSITARY RECEIPTS ("ADRS")- ADRs are securities, typically issued
by a U.S. financial institution (a "depositary"), that evidence ownership
interests in a security or a pool of securities issued by a foreign issuer
and deposited with the depositary. ADRs may be available through "sponsored"
or "unsponsored" facilities. A sponsored facility is established jointly by
the issuer of the security underlying the receipt and a depositary, whereas,
an unsponsored facility may be established by a depositary without
participation by the issuer of the underlying security. Holders of
unsponsored depositary receipts generally bear all the costs of the
unsponsored facility. The depositary of an unsponsored facility frequently
is under no obligation to distribute shareholder communications received
from the issuer of the deposited security or to pass through, to the holders
of the receipts, voting rights with respect to the deposited securities.

CONVERTIBLE SECURITIES - Convertible securities are corporate securities
that are exchangeable for a set number of another security at a prestated
price. Convertible securities typically have characteristics similar to both
fixed income and equity securities. Because of the conversion feature, the
market value of a convertible security tends to move with the market value
of the underlying stock. The value of a convertible security is also
affected by prevailing interest rates, the credit quality of the issuer, and
any call provisions.

20
<PAGE>

EQUITY SECURITIES - Investments in common stocks are subject to market risks
which may cause their prices to fluctuate over time. Changes in the value
of portfolio securities will not necessarily affect cash income derived from
these securities but will affect the Portfolio's net asset value.

MONEY MARKET INSTRUMENTS -

Bankers' Acceptances - Bankers' acceptances are bills of exchange or
----------------------
time drafts drawn on and accepted by a commercial bank. Bankers'
acceptances are used by corporations to finance the shipment and
storage of goods. Maturities are generally six months or less.

Certificates of Deposit - Certificates of deposit are interest bearing
------------------------
instruments with a specific maturity. They are issued by banks and
savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.
Certificates of deposit with penalties for early withdrawal will be
considered illiquid.

Commercial Paper - Commercial paper is a term used to describe
------------------
unsecured short-term promissory notes issued by banks, municipalities,
corporations and other entities. Maturities on these issues vary from
a few to 270 days.

Investment Companies - The Portfolio may purchase shares of other
----------------------
investment companies that invest solely in money market instruments as
permitted by the 1940 Act and the rules and regulations thereunder.
Under these rules and regulations, the Portfolio is prohibited from
acquiring the securities of other investment companies if, as a result
of such acquisition, the Portfolio owns more than 3% of the total
voting stock of the company; securities issued by any one
investment company represent more than 5% of the total Portfolio's
assets; or securities (other than treasury stock) issued by all
investment companies represent more than 10% of the total assets of the
Portfolio. These investment companies typically incur fees that are
separate from those fees incurred directly by the Portfolio. The
Portfolio's purchase of such investment company securities results in
the layering of expenses, such that shareholders would indirectly bear
a proportionate share of the operating expenses of such investment
companies, including advisory fees.

21
<PAGE>

Repurchase Agreements - Repurchase agreements are agreements by which
---------------------
the Portfolio obtains a security and simultaneously commits to return
the security to the seller at an agreed upon price on an agreed upon
date within a number of days from the date of purchase. The Custodian
will hold the security as collateral for the repurchase agreement. The
Portfolio bears a risk of loss in the event the other party defaults on
its obligations and the Portfolio is delayed or prevented from
exercising its right to dispose of the collateral or if the Portfolio
realizes a loss on the sale of the collateral. The Portfolio will
enter into repurchase agreements only with financial institutions
deemed to present minimal risk of bankruptcy during the term of the
agreement based on established guidelines. Repurchase agreements are
considered loans under the 1940 Act.

Time Deposits - Time deposits are non-negotiable receipts issued by a
-------------
bank in exchange for the deposit of funds. Like a certificate of
deposit, it earns a specified rate of interest over a definite period
of time; however, it cannot be traded in the secondary market. Time
deposits are considered to be illiquid securities.

U.S. Government Agencies - Obligations issued or guaranteed by agencies
------------------------
of the U.S. Government, including, among others, the Federal Farm
Credit Bank, the Federal Housing Administration and the Small Business
Administration, and obligations issued or guaranteed by
instrumentalities of the U.S. Government, including, among others, the
Federal Home Loan Mortgage Corporation, the Federal Land Banks and the
U.S. Postal Service. Some of these securities are supported by the
full faith and credit of the U.S. Treasury (e.g., Government National
Mortgage Association), others are supported by the right of the issuer
to borrow from the Treasury (e.g., Federal Farm Credit Bank), while
still others are supported only by the credit of the instrumentality
(e.g., Federal National Mortgage Association). Guarantees of principal
by agencies or instrumentalities of the U.S. Government may be a
guarantee of payment at the maturity of the obligation so that in the
event of a default prior to maturity there might not be a market and
thus no means of realizing on the obligation prior to maturity.
Guarantees as to the timely payment of principal and interest do not
extend to the value or yield of these securities nor to the value of
the Portfolio's shares.

U.S. Treasury Obligations - U.S. Treasury obligations consist of bills,
-------------------------
notes and bonds issued by the U.S. Treasury and separately traded
interest and principal component parts of such obligations that are
transferable through

22
<PAGE>

the Federal book-entry system known as Separately
Traded Registered Interest and Principal Securities ("STRIPS").

REITS - REITs pool investors' funds for investment primarily in income
producing real estate or real estate related loans or interests. A REIT is
not taxed on income distributed to its shareholders or unitholders if it
complies with regulatory requirements. Equity REITs invest the majority of
their assets directly in real property and derive their income primarily
from rents and capital gains from appreciation realized through property
sales. A shareholder in the Portfolio should realize that by investing in
REITs indirectly through the Portfolio, he or she will bear not only his or
her proportionate share of the expenses of the Portfolio, but also
indirectly, similar expenses of underlying REITs. REITs may be affected by
changes in the value of their underlying properties and by defaults by
borrowers or tenants.

Furthermore, REITs are dependent on specialized management skills. Some
REITs may have limited diversification and may be subject to risks inherent
in financing a limited number of properties. REITs depend generally on
their ability to generate cash flow to make distributions to shareholders or
unitholders, and may be subject to defaults by borrowers and to self-
liquidations. In addition, the performance of a REIT may be affected by its
failure to qualify for tax-free pass-through of income under the Code or its
failure to maintain exemption from registration under the 1940 Act.

23
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary................................................................. 2
Expense Summary......................................................... 4
The Fund and the Portfolio.............................................. 5
Investment Objective.................................................... 5
Investment Policies..................................................... 5
Risk Factors............................................................ 6
Investment Limitations.................................................. 7
The Adviser............................................................. 8
The Administrator....................................................... 9
The Transfer Agent...................................................... 9
The Distributor......................................................... 9
Portfolio Transactions.................................................. 9
Purchase and Redemption of Shares....................................... 10
Performance............................................................. 14
Taxes................................................................... 15
General Information..................................................... 17
Description of Permitted Investments and Risk Factors................... 19
</TABLE>
<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolio:
CLOVER CAPITAL SMALL CAP VALUE FUND

Adviser:
CLOVER CAPITAL MANAGEMENT INC.

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FINANCIAL MANAGEMENT CORPORATION

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

_____________ __, 1995
<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIO:
CLOVER CAPITAL SMALL CAP VALUE FUND

INVESTMENT ADVISER:
CLOVER CAPITAL MANAGEMENT, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Clover Capital Small Cap Value Fund (the "Small Cap Value Portfolio," or
the "Portfolio"). It is intended to provide additional information regarding the
activities and operations of The Advisors' Inner Circle Fund (the "Fund") and
the Portfolio and should be read in conjunction with the Portfolio's prospectus
dated ______________ __, 1995. Prospectuses for the Portfolio may be obtained
by calling 1-800-932-7781.

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE FUND................................................................. S - 2
DESCRIPTION OF PERMITTED INVESTMENTS..................................... S - 2
INVESTMENT LIMITATIONS................................................... S - 3
THE ADVISER.............................................................. S - 6
THE ADMINISTRATOR........................................................ S - 6
THE DISTRIBUTOR.......................................................... S - 7
TRUSTEES AND OFFICERS OF THE FUND........................................ S - 7
COMPUTATION OF YIELD AND TOTAL RETURN.................................... S - 10
PURCHASE AND REDEMPTION OF SHARES........................................ S - 11
DETERMINATION OF NET ASSET VALUE......................................... S - 11
TAXES.................................................................... S - 12
PORTFOLIO TRANSACTIONS................................................... S - 13
DESCRIPTION OF SHARES.................................................... S - 15
SHAREHOLDER LIABILITY.................................................... S - 15
LIMITATION OF TRUSTEES' LIABILITY........................................ S - 15
</TABLE>

__________ __, 1995
<PAGE>

THE FUND

This Statement of Additional Information relates only to the Clover Capital
Small Cap Value Fund (the "Small Cap Value Portfolio," or the "Portfolio"). The
Portfolio is a separate series of The Advisors' Inner Circle Fund (the "Fund"),
an open-end investment management company that offers shares of diversified
portfolios, established under Massachusetts law as a Massachusetts business
trust under a Declaration of Trust dated July 18, 1991. The Declaration of
Trust permits the Fund to offer separate series ("portfolios") of shares of
beneficial interest ("shares"). Each portfolio is a separate mutual fund, and
each share of each portfolio represents an equal proportionate interest in that
portfolio. See "Description of Shares." No investment in shares of a portfolio
should be made without first reading that portfolio's prospectus. Capitalized
terms not defined herein are defined in the Prospectus offering shares of the
Portfolio.

DESCRIPTION OF PERMITTED INVESTMENTS

REPURCHASE AGREEMENTS are agreements by which a person (e.g., a portfolio)
obtains a security and simultaneously commits to return the security to the
seller (a member bank of the Federal Reserve System or a primary securities
dealer, as recognized by the Federal Reserve Bank of New York) at an agreed upon
price (including principal and interest) on an agreed upon date within a number
of days (usually not more than seven) from the date of purchase. The resale
price reflects the purchase price plus an agreed upon market rate of interest
which is unrelated to the coupon rate or maturity of the underlying security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the underlying
security.

Repurchase agreements are considered to be loans by the Portfolio for purposes
of its investment limitations. The repurchase agreements entered into by the
Portfolio will provide that the underlying security at all times shall have a
value at least equal to 102% of the resale price stated in the agreement (the
Adviser monitors compliance with this requirement). Under all repurchase
agreements entered into by the Portfolio, the custodian or its agent must take
possession of the underlying collateral. However, if the seller defaults, the
Portfolio could realize a loss on the sale of the underlying security to the
extent that the proceeds of sale, including accrued interest, are less than the
resale price provided in the agreement including interest. In addition, even
though the Bankruptcy Code provides protection for most repurchase agreements,
if the seller should be involved in bankruptcy or insolvency proceedings, the
Portfolio may incur delay and costs in selling the underlying security or may
suffer a loss of principal and interest if the Portfolio is treated as an
unsecured creditor and is required to return the underlying security to the
seller's estate.

The Portfolio may invest in AMERICAN DEPOSITARY RECEIPTS. These instruments may

S - 2
<PAGE>

subject the Portfolio to investment risks that differ in some respects from
those related to investments in obligations of U.S. domestic issuers. Such risks
include future adverse political and economic developments, the possible
imposition of withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Foreign issuers of securities or
obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks.

REITS

REITs pool investors' funds for investment primarily in income producing real
estate or real estate related loans or interests. A REIT is not taxed on income
distributed to its shareholders or unitholders if it complies with regulatory
requirements relating to its organization, ownership, assets and income, and
with a regulatory requirement that it distribute to its shareholders or
unitholders at least 95% of its taxable income for each taxable year.
Generally, REITs can be classified as Equity REITs, Mortgage REITs and Hybrid
REITs. Equity REITs invest the majority of their assets directly in real
property and derive their income primarily from rents and capital gains from
appreciation realized through property sales. Mortgage REITs invest the
majority of their assets in real estate mortgages and derive their income
primarily from interest payments. Hybrid REITs combine the characteristics of
both Equity and Mortgage REITs. A shareholder in the Portfolio should

S - 3
<PAGE>

realize that by investing in REITs indirectly through the Portfolio, he or she
will bear not only his or her proportionate share of the expenses of the
Portfolio, but also indirectly, similar expenses of underlying REITs.

The Portfolio may be subject to certain risks associated with the direct
investments of the REITs. REITs may be affected by changes in the value of
their underlying properties and by defaults by borrowers or tenants. Mortgage
REITs may be affected by the quality of the credit extended. Furthermore, REITs
are dependent on specialized management skills. Some REITs may have limited
diversification and may be subject to risks inherent in financing a limited
number of properties. REITs depend generally on their ability to generate cash
flow to make distributions to shareholders or unitholders, and may be subject to
defaults by borrowers and to self-liquidations. In addition, the performance of
a REIT may be affected by its failure to qualify for tax-free pass-through of
income under the Code or its failure to maintain exemption from registration
under the 1940 Act.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of the Portfolio,
which cannot be changed with respect to the Portfolio without the consent of the
holders of a majority of the Portfolio's outstanding shares. The term "majority
of the outstanding shares" means the vote of (i) 67% or more of Portfolio's
shares present at a meeting, if more than 50% of the outstanding shares of the
Portfolio are present or represented by proxy, or (ii) more than 50% of the
Portfolio's outstanding shares, whichever is less.

The Portfolio may not:

1. With respect to 75% of its assets, acquire more than 10% of the voting
securities of any one issuer.

2. Invest in companies for the purpose of exercising control.

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of total assets. To the extent that
such borrowing exceeds 5% of the value of the Portfolio's assets, asset
coverage of at least 300% is required. In the event that such asset
coverage shall at any time fall below 300%, the Portfolio shall, within
three days thereafter or such longer period as the Securities and Exchange
Commission may prescribe by rules and regulations, reduce the amount of its
borrowings to such an extent that the asset coverage of such borrowings
shall be at least 300%.

S - 4
<PAGE>

All borrowings will be repaid before making investments and any
interest paid on such borrowings will reduce income.

4. Make loans, except that the Portfolio may purchase or hold debt instruments
in accordance with its investment objective and policies, and the Portfolio
may enter into repurchase agreements, as described in its Prospectus and in
this Statement of Additional Information.

5. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted by (3) above.

6. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts, provided that this shall not prevent
the Portfolio from investing in readily marketable securities of issuers
that can invest in real estate or commodities, institutions that issue
mortgages and real estate investment trusts pursuant to the Portfolio's
investment objective and policies.

7. Make short sales of securities, maintain a short position or purchase
securities on margin, except that the Portfolio may obtain short-term
credits as necessary for the clearance of security transactions.

8. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling portfolio securities.

9. Purchase securities of other investment companies except as permitted by
the 1940 Act and the rules and regulations thereunder.

10. Issue senior securities (as defined in the 1940 Act) except as permitted
by rule, regulation or order of the Securities and Exchange Commission.

11. Invest in interests in oil, gas or other mineral exploration or development
programs

S - 5
<PAGE>

and oil, gas or mineral leases.

NON-FUNDAMENTAL POLICIES

In addition to the non-fundamental investment policies described elsewhere in
the Prospectus and Statement of Additional Information, the following investment
limitations are non-fundamental and may be changed by the Fund's Board of
Trustees without shareholder approval.

1. The Portfolio may invest in warrants and other rights to purchase common
stocks in an amount not exceeding 5% of the Portfolio's net assets as
valued at the lower of cost or market value. Included in that amount, but
not to exceed 2% of the Portfolio's net assets, may be warrants not listed
on the New York Stock Exchange or American Stock Exchange.

2. The Portfolio may not invest in illiquid securities in an amount exceeding,
in the aggregate, 15% of its assets. An illiquid security is a security
which cannot be disposed of promptly (within seven days), and in the usual
course of business without a loss, and includes repurchase agreements
maturing in excess of seven days, time deposits with a withdrawal penalty,
non-negotiable instruments and instruments for which no market exists.

3. To the extent the Portfolio is registered in the state of California and
purchases securities of other investment companies, such purchases shall be
limited to shares of money market open-end investment companies and the
investment adviser will waive its fee on that portion of the Portfolio's
assets placed in such money market open-end investment companies.

The foregoing percentages will apply at the time of the purchase of a security
and shall not be considered violated unless an excess occurs or exists
immediately after and as a result of a purchase of such security.

S - 6
<PAGE>

THE ADVISER

The Fund and Clover Capital Management, Inc. have entered into an advisory
agreement dated November 14, 1991 (the "Advisory Agreement"). The Advisory
Agreement provides that the Adviser shall not be protected against any liability
to the Fund or its shareholders by reason of willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from reckless
disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of the Portfolio (including amounts payable to the Adviser but
excluding interest, taxes, brokerage, litigation, and other extraordinary
expenses) exceeds limitations established by any state in which the shares of
the Portfolio are registered, the Adviser will bear the amount of such excess.
The Adviser will not be required to bear expenses of the Portfolio to an extent
which would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code of 1986, as
amended (the "Code").

The continuance of the Advisory Agreement after the first two years must be
specifically approved at least annually (i) by the vote of the Trustees or by a
vote of the shareholders of the Portfolio, and (ii) by the vote of a majority of
the Trustees who are not parties to the Advisory Agreement or "interested
persons" of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Advisory Agreement will terminate
automatically in the event of its assignment, and is terminable at any time
without penalty by the Trustees of the Fund or, with respect to the Portfolio,
by a majority of the outstanding shares of the Portfolio, on not less than 30
days' nor more than 60 days' written notice to the Adviser, or by the Adviser on
90 days' written notice to the Fund.

THE ADMINISTRATOR

The Fund and SEI Financial Management Corporation (the "Administrator") have
entered into an administration agreement dated November 14, 1991 (the
"Administration Agreement"). The Administration Agreement provides that the
Administrator shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which the
Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Administrator in
the performance of its duties or from reckless disregard by it of its duties and
obligations thereunder. The Administration Agreement shall remain in effect for
a period of five years after the effective date of the agreement and shall
continue in effect for successive periods of two years unless terminated by
either party on not less than 90 days' prior written notice to the other party.

S - 7
<PAGE>

The Fund and the Administrator have also entered into a shareholder servicing
agreement pursuant to which the Administrator provides certain shareholder
services in addition to those set forth in the Administration Agreement.

The Administrator, a wholly owned subsidiary of SEI Corporation ("SEI"), was
organized as a Delaware corporation in 1969 and has its principal business
offices at 680 East Swedesford Road, Wayne, PA 19087-1658. Alfred P. West,
Jr., Henry H. Greer and Carmen V. Romeo constitute the Board of Directors of the
Administrator. Mr. West is the Chairman of the Board and Chief Executive
Officer of the Administrator and of SEI. Mr. Greer is the President and Chief
Operating Officer of the Administrator and of SEI. SEI and its subsidiaries are
leading providers of funds evaluation services, trust accounting systems, and
brokerage and information services to financial institutions, institutional
investors and money managers. The Administrator also serves as administrator to
the following other mutual funds: The Achievement Funds Trust, The Arbor Fund,
ARK Funds, Bishop Street Funds, The Compass Capital Group, Conestoga Family of
Funds, CoreFunds, Inc., CrestFunds, Inc.(C), CUFUND, FFB Lexicon Funds, First
American Investment Funds, Inc., First American Funds, Inc., Insurance
Investment Products Trust, Inventor Funds, Inc., Marquis Funds(R), Morgan
Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Rembrandt
Funds(R), 1784 Funds, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI International Trust, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, Stepstone Funds, STI Classic Funds and STI Classic Variable Trust.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary of
SEI, and the Fund are parties to a distribution agreement dated November 14,
1991 (the "Distribution Agreement"). The Distributor will receive no
compensation for distribution of shares of the Portfolio.

The Distribution Agreement shall remain in effect for a period of two years
after the effective date of the agreement and is renewable annually. The
Distribution Agreement may be terminated by the Distributor, by a majority vote
of the Trustees who are not interested persons and have no financial interest in
the Distribution Agreement or by a majority vote of the outstanding securities
of the Fund upon not more than 60 days' written notice by either party or upon
assignment by the Distributor.

S - 8
<PAGE>

TRUSTEES AND OFFICERS OF THE FUND

The management and affairs of the Fund are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees and executive officers
of the Fund and their principal occupations for the last five years are set
forth below. Each may have held other positions with the named companies during
that period. Unless otherwise noted, the business address of each Trustee and
executive officer is SEI Financial Management Corporation, 680 E. Swedesford
Road, Wayne, PA 19087-1658. Certain officers of the Fund also serve as Trustees
and/or officers of The Achievement Funds Trust, The Arbor Fund, ARK Funds,
Bishop Street Funds, The Compass Capital Group, Conestoga Family of Funds,
CoreFunds, Inc., CrestFunds, Inc.(C), CUFUND, FFB Lexicon Funds, First American
Investment Funds, Inc., First American Funds, Inc., Insurance Investment
Products Trust, Inventor Funds, Inc., Marquis Funds(R), Morgan Grenfell
Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Rembrandt Funds(R),
1784 Funds, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed
Trust, SEI International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust,
Stepstone Funds, STI Classic Funds and STI Classic Variable Trust.

ROBERT A. NESHER - Trustee* - 8 South Street, Kennebunkport, ME 04046. Retired
since 1994. Director, Executive Vice President of SEI Corporation, 1986-1994.
Director and Executive Vice President of the Administrator and Distributor,
September, 1981-1994.

JOHN T. COONEY - Trustee** - 569 N. Post Oak Lane, Houston, TX 77024. Retired
since 1992. Formerly Vice Chairman of Ameritrust Texas N.A., 1989-1992, and
MTrust Corp., 1985-1989.

WILLIAM M. DORAN - Trustee* - 2000 One Logan Square, Philadelphia, PA 19103.
Partner of Morgan, Lewis & Bockius LLP, Counsel to SEI, the Fund, the
Administrator and Distributor, for the past five years. Director and Secretary
of SEI.

FRANK E. MORRIS - Trustee** - 105 Walpole Street, Dover, MA 02030. Peter
Drucker Professor of Management, Boston College since 1989. President, Federal
Reserve Bank of Boston, 1968-1988.

ROBERT A. PATTERSON - Trustee** - 208 Old Main, University Park, PA 16802.
Pennsylvania State University, Senior Vice President, Treasurer (Emeritus).
Financial and Investment Consultant, Professor of Transportation (1984-present).
Vice President-Investments, Treasurer, Senior Vice President (Emeritus) (1982-
1984). Director, Pennsylvania Research Corp.; Member and Treasurer, Board of
Trustees of Grove City College.

S - 9
<PAGE>

GENE PETERS - Trustee** - 943 Oblong Road, Williamstown, MA 01267. Private
investor from 1987 to present. Vice President and Chief Financial Officer,
Western Company of North America (petroleum service company) (1980-1986).
President of Gene Peters and Associates (import company) (1978-1980). President
and Chief Executive Officer of Jos. Schlitz Brewing Company before 1978.

JAMES M. STOREY - Trustee** - Ten Post Office Square South, Boston, MA 02109.
Retired since 1993. Formerly, Partner of Dechert Price & Rhoads (law firm).

DAVID G. LEE - President, Chief Executive Officer - Senior Vice President of the
Administrator and Distributor since 1993. Vice President of the Administrator
and Distributor (1991-1993). President, GW Sierra Trust Funds before 1991.

CARMEN V. ROMEO - Treasurer - Director, Executive Vice President, Chief
Financial Officer and Treasurer of SEI. Director, Executive Vice President and
Treasurer of the Administrator and the Distributor since 1981.

SANDRA K. ORLOW - Vice President, Assistant Secretary - Vice President and
Assistant Secretary of SEI, the Administrator and the Distributor since 1983.

KEVIN P. ROBINS - Vice President, Assistant Secretary - Senior Vice President
and General Counsel of SEI, the Administrator and the Distributor since 1994.
Secretary of the Administrator and the Distributor since 1994. Vice President
and Assistant Secretary of SEI, the Administrator and the Distributor (1992-
1994). Associate, Morgan, Lewis & Bockius LLP (law firm) prior to 1992.

JEFFREY A. COHEN, CPA - Controller, Assistant Secretary - Director,
International and Domestic Funds Accounting, SEI Corporation since 1991. Audit
Manager, Price Waterhouse prior to 1991.

ROBERT B. CARROLL - Vice President, Assistant Secretary - Vice President and
Assistant Secretary of SEI, the Administrator and Distributor since 1994.
United States Securities and Exchange Commission, Division of Investment
Management, (1990-1994). Associate, McGuire, Woods, Battle & Boothe (law firm)
before 1990.

KATHRYN L. STANTON - Vice President, Assistant Secretary - Vice President and
Assistant Secretary of SEI, the Administrator and the Distributor since 1994.
Associate, Morgan, Lewis & Bockius LLP (law firm) (1989-1994).

JOSEPH M. LYDON - Vice President, Assistant Secretary - Director of Business
Administration of Fund Resources, SEI Corporation since 1995. Vice President of
Fund

S - 10
<PAGE>

Group and Vice President of the Adviser, Dreman Value Management and President
of Dreman Financial Services, Inc. prior to 1995.

TODD CIPPERMAN - Vice President, Assistant Secretary - Vice President and
Assistant Secretary of SEI, the Administrator and the Distributor since 1995.
Associate, Dewey Ballantine (law firm) (1994-1995). Associate, Winston & Strawn
(law firm) (1991-1994).

RICHARD W. GRANT - Secretary - 2000 One Logan Square, Philadelphia, PA 19103,
Partner of Morgan, Lewis & Bockius LLP (law firm), Counsel to SEI, the Fund, the
Administrator and the Distributor for the past five years.

___________________
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Fund as that term is defined in the 1940 Act.

**Messrs. Cooney, Morris, Patterson, Peters and Storey serve as members of the
Audit Committee of the Fund.

The Trustees and officers of the Fund own less than 1% of the outstanding shares
of the Fund. The Fund pays the fees for unaffiliated Trustees.

The following table exhibits Trustee compensation for the fiscal year ended
October 31, 1995.

<TABLE>
<CAPTION>
========================================================================================================================

Total
Compensation
From Registrant
and Fund
Aggregate Compensation Pension or Complex Paid to
From Registrant for the Retirement Benefits Estimated Trustees for the
Fiscal Year Ended Accrued as Part of Annual Benefits Fiscal Year Ended
Name of Person, Position October 31, 1995 Fund Expenses Upon Retirement October 31, 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

John T. Cooney $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------------
Frank E. Morris $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------------
Robert Patterson $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

S - 11
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James M. Storey, Esq. $9,429.84 N/A N/A $9,429.84 for
services on 1
board
================================================================================
</TABLE>

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time the Fund may advertise yield and total return of the
Portfolio. These figures will be based on historical earnings and are not
intended to indicate future performance. No representation can be made
concerning actual future yields or returns. The yield of the Portfolio refers
to the annualized income generated by an investment in the Portfolio over a
specified 30-day period. The yield is calculated by assuming that the income
generated by the investment during that 30-day period is generated in each
period over one year and is shown as a percentage of the investment. In
particular, yield will be calculated according to the following formula:

Yield = 2[((a-b)/cd+1)/6/-1] where a = dividends and interest earned during the
period; b = expenses accrued for the period (net of reimbursement); c = the
current daily number of shares outstanding during the period that were entitled
to receive dividends; and d = the maximum offering price per share on the last
day of the period.

The total return of the Portfolio refers to the average compounded rate of
return to a hypothetical investment for designated time periods (including but
not limited to, the period from which the Portfolio commenced operations through
the specified date), assuming that the entire investment is redeemed at the end
of each period. In particular, total return will be calculated according to the
following formula: P (1 + T)/n/ = ERV, where P = a hypothetical initial payment
of $1,000; T = average annual total return; n = number of years; and ERV =
ending redeemable value, as of the end of the designated time period, of a
hypothetical $1,000 payment made at the beginning of the designated time period.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the Transfer Agent on days when
the New York Stock Exchange is open for business. Shares of the Portfolio are
offered on a continuous basis.

It is currently the Fund's policy to pay all redemptions in cash. The Fund
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by the Portfolio
in lieu of cash. Shareholders may incur brokerage charges on the sale of any
such securities so received in payment of redemptions.

The Fund reserves the right to suspend the right of redemption and/or to
postpone the date

S - 12
<PAGE>

of payment upon redemption for any period on which trading on the New York Stock
Exchange is restricted, or during the existence of an emergency (as determined
by the Securities and Exchange Commission by rule or regulation) as a result of
which disposal or valuation of the Portfolio's securities is not reasonably
practicable, or for such other periods as the Securities and Exchange Commission
(the "SEC") has by order permitted. The Fund also reserves the right to suspend
sales of shares of the Portfolio for any period during which the New York Stock
Exchange, the Adviser, the Administrator, the Transfer Agent and/or the
Custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

The securities of the Portfolio are valued by the Administrator. The
Administrator will use an independent pricing service and may obtain broker
quotations to obtain valuations of securities. The pricing service relies
primarily on prices of actual market transactions as well as trader quotations.
However, the service may also use a matrix system to determine valuations, which
system considers such factors as security prices, yields, maturities, call
features, ratings and developments relating to specific securities in arriving
at valuations. The procedures of the pricing service and its valuations are
reviewed by the officers of the Fund under the general supervision of the
Trustees.

TAXES

The following is only a summary of certain tax considerations generally
affecting the Portfolio and its shareholders, and is not intended as a
substitute for careful tax planning. Shareholders are urged to consult their
tax advisors with specific reference to their own tax situations, including
their state and local tax liabilities.

FEDERAL INCOME TAX

The following discussion of federal income tax consequences is based on the Code
and the regulations issued thereunder as in effect on the date of this Statement
of Additional Information. New legislation, as well as administrative changes
or court decisions, may significantly change the conclusions expressed herein,
and may have a retroactive effect with respect to the transactions contemplated
herein.

The Portfolio intends to qualify as a "regulated investment company" ("RIC") as
defined under Subchapter M of the Code. By following such a policy, the
Portfolio expects to eliminate or reduce to a nominal amount the federal taxes
to which it may be subject.

In order to qualify for treatment as a RIC under the Code, the Portfolio must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable

S - 13
<PAGE>

from gross income plus 90% of its investment company taxable income (generally,
net investment income plus net short-term capital gain) ("Distribution
Requirement") and also must meet several additional requirements. Among these
requirements are the following: (i) at least 90% of the Portfolio's gross income
each taxable year must be derived from dividends, interest, payments with
respect to securities loans, and gains from the sale or other disposition of
stock or securities, or certain other income; (ii) the Portfolio must derive
less than 30% of its gross income each taxable year from the sale or other
disposition of stocks or securities held for less than three months; (iii) at
the close of each quarter of the Portfolio's taxable year, at least 50% of the
value of its total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RICs and other securities, with such
other securities limited, in respect to any one issuer, to an amount that does
not exceed 5% of the value of the Portfolio's assets and that does not represent
more than 10% of the outstanding voting securities of such issuer; and (iv) at
the close of each quarter of the Portfolio's taxable year, not more than 25% of
the value of its assets may be invested in securities (other than U.S.
Government securities or the securities of other RICs) of any one issuer or of
two or more issuers which the Portfolio controls or which are engaged in the
same, similar or related trades or business.

Notwithstanding the Distribution Requirement described above, which requires
only that the Portfolio distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), the
Portfolio will be subject to a nondeductible 4% federal excise tax to the extent
it fails to distribute by the end of any calendar year 98% of its ordinary
income for that year and 98% of its capital gain net income (the excess of
short- and long-term capital gains over short- and long-term capital losses) for
the one-year period ending on October 31 of that year, plus certain other
amounts.

In certain cases, the Portfolio will be required to withhold, and remit to the
United States Treasury, 31% of any distributions paid to a shareholder who (1)
has failed to provide a correct taxpayer identification number, (2) is subject
to backup withholding by the Internal Revenue Service, or (3) has not certified
to the Portfolio that such shareholder is not subject to backup withholding.

If the Portfolio fails to qualify as a RIC for any taxable year, it will be
taxable at regular corporate rates. In such an event, all distributions
(including capital gains distributions) will be taxable as ordinary dividends to
the extent of the Portfolio's current and accumulated earnings and profits, and
such distributions will generally be eligible for the corporate dividends-
received deduction.

S - 14
<PAGE>

STATE TAXES

No Portfolio is liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the
Portfolio to shareholders and the ownership of shares may be subject to state
and local taxes.

PORTFOLIO TRANSACTIONS

The Portfolio has no obligation to deal with any broker/dealer or group of
broker/dealers in the execution of transactions in portfolio securities.
Subject to policies established by the Trustees of the Fund, the Adviser is
responsible for placing the orders to execute transactions for the Portfolio.
In placing orders, it is the policy of the Fund to seek to obtain the best net
results taking into account such factors as price (including the applicable
dealer spread), the size, type and difficulty of the transaction involved, the
firm's general execution and operational facilities and the firm's risk in
positioning the securities involved. While the Adviser generally seeks
reasonably competitive spreads or commissions, the Portfolio will not
necessarily be paying the lowest spread or commission available.

The money market securities in which the Portfolio invests are traded primarily
in the over-the-counter market. Bonds and debentures are usually traded over-
the-counter, but may be traded on an exchange. Where possible, the Adviser will
deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
securities are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
securities transactions of the Portfolio will primarily consist of dealer
spreads and underwriting commissions.

The Adviser may, consistent with the interests of the Portfolio, select brokers
on the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received by
the Adviser will be in addition to and not in lieu of the services required to
be performed by the Adviser under the Advisory Agreement. If, in the judgment of
the Adviser, the Portfolio or other accounts managed by the Adviser will be
benefitted by supplemental research services, the Adviser is authorized to pay
brokerage commissions to a broker furnishing such services which are in excess
of commissions which another broker may have charged for effecting the same
transaction. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the

S - 15
<PAGE>

availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; and providing
portfolio performance evaluation and technical market analyses. The expenses of
the Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to the Portfolio or account generating the brokerage, and there can
be no guarantee that the Adviser will find all of such services of value in
advising the Portfolio.

It is expected that the Portfolio may execute brokerage or other agency
transactions through the Distributor, which is a registered broker/dealer, for a
commission in conformity with the 1940 Act, the Securities Exchange Act of 1934,
as amended, and rules promulgated by the SEC. Under these provisions, the
Distributor is permitted to receive and retain compensation for effecting
portfolio transactions for the Portfolio on an exchange if a written contract is
in effect between the Distributor and the Fund expressly permitting the
Distributor to receive and retain such compensation. These rules further
require that commissions paid to the Distributor by the Portfolio for exchange
transactions not exceed "usual and customary" brokerage commissions. The rules
define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Trustees,
including those who are not "interested persons" of the Fund, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically.

Since the Fund does not market its shares through intermediary brokers or
dealers, it is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified
broker/dealers who recommend the Portfolio's shares to clients, and may, when a
number of brokers and dealers can provide best net results on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker/dealers.

S - 16
<PAGE>

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of each portfolio. Each share of a portfolio represents
an equal proportionate interest in that portfolio with each other share. Shares
are entitled upon liquidation to a pro rata share in the net assets of the
portfolio. Shareholders have no preemptive rights. All consideration received
by the Fund for shares of any portfolio and all assets in which such
consideration is invested would belong to that portfolio and would be subject to
the liabilities related thereto. Share certificates representing shares will
not be issued.

SHAREHOLDER LIABILITY

The Fund is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Fund were held to be a partnership, the
possibility of the shareholders' incurring financial loss for that reason
appears remote because the Fund's Declaration of Trust contains an express
disclaimer of shareholder liability for obligations of the Fund and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Fund or the Trustees,
and because the Declaration of Trust provides for indemnification out of the
Fund property for any shareholder held personally liable for the obligations of
the Fund.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or
her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Fund will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Fund unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Fund. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

S - 17
<PAGE>

The Prospectus and Statement of Additional Information for the Turner Growth
Equity Fund, the Turner Fixed Income Fund and the Turner Small Cap Fund,
included as part of Post-Effective Amendment No. 20 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on February 28, 1995 pursuant to Rule 485(b)
under the 1933 Act and in final form under Rule 497(c) of the 1933 Act on March
3, 1995, is hereby incorporated by reference as if set forth in full herein.

The Prospectus and Statement of Additional Information for the White Oak Growth
Stock Fund and the Pin Oak Aggressive Stock Fund, included as part of Post-
Effective Amendment No. 20 to the Registrant's Registration Statement on Form N-
1A (File No. 33-42484), filed with the Securities and Exchange Commission on
February 28, 1995 pursuant to Rule 485(b) under the 1933 Act and in final form
under Rule 497(c) of the 1933 Act on March 3, 1995, is hereby incorporated by
reference as if set forth in full herein.

The Prospectus and Statement of Additional Information for the A+P Large-Cap
Value Fund, included as part of Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on October 31, 1995 pursuant to Rule
485(a) of the 1933 Act, are hereby incorporated by reference as if set forth in
full herein.

The Prospectus and Statement of Additional Information for the HGK Fixed Income
Fund, included as part of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on June 15, 1994, and in final form under
Rule 497(c) of the 1933 Act on August 18, 1994 as supplemented February 28, 1995
in Post-Effective Amendment No. 20 pursuant to Rule 485(b) under the 1933 Act
and in final form under Rule 497(c) of the 1933 Act on March 3, 1995, as amended
March 8, 1995, are hereby incorporated by reference as if set forth in full
herein.

The Prospectus for the AIG Money Market Fund Class A Shares, included as part of
Post-Effective Amendment No. 17 to the Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange Commission
on September 19, 1994 pursuant to Rule 485(a) under the 1933 Act and in final
form under Rule 497(c) of the 1933 Act on November 29, 1994, as supplemented
June 1, 1995 in Post-Effective Amendment No. 21 pursuant to Rule 485(b) under
the 1933 Act and in final form under Rule 497(c) of 1933 Act on June 6, 1995, is
hereby incorporated by reference as if set forth in full herein.

The Prospectus for the AIG Money Market Fund Class B Shares, included as part of
Post-Effective Amendment No. 17 to the Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange Commission
on September 19, 1994 pursuant to Rule 485(a) under the 1933 Act and in final
form under Rule 497(c) of the 1933 Act on November 29, 1994, as amended February
8, 1995, as supplemented June 1,
<PAGE>

1995 in Post-Effective Amendment No. 21 pursuant to Rule 485(b) under the 1933
Act and in final form under Rule 497(c) of the 1933 Act on June 6, 1995, is
hereby incorporated by reference as if set forth in full herein.

The Statement of Additional Information for the AIG Money Market Fund Class A
and Class B Shares, included as part of Post-Effective Amendment No. 17 to the
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on September 19, 1994 pursuant to Rule
485(a) under the 1933 Act and in final form under Rule 497(c) of the 1933 Act on
November 29, 1994, as amended December 6, 1994, as supplemented June 1, 1995 in
Post-Effective Amendment No. 21 pursuant to Rule 485(b) under the 1933 Act and
in final form under Rule 497(c) of the 1933 Act on June 6, 1995, is hereby
incorporated by reference as if set forth in full herein.

The Prospectus and Statement of Additional Information for the FMC Select Fund,
included as part of Post-Effective Amendment No. 19 to the Registrant's
Registration Statement on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on February 1, 1995 pursuant to Rule 485(a)
under the 1933 Act and in final form under Rule 497(c) of the 1933 Act on May 8,
1995, as supplemented October 31, 1995 in Post-Effective Amendment No. 22
pursuant to Rule 485(a) under the 1933 Act is hereby incorporated by reference
as if set forth in full herein.
<PAGE>

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits:

(a) Financial Statements

(i) The Registrant's audited Financial Statements for the Clover
Capital Equity Value Fund, Clover Capital Fixed Income Fund,
Turner Growth Equity Fund, Turner Small Cap Fund, White Oak Growth
Stock Fund and Pin Oak Aggressive Stock Fund for the fiscal year
ended October 31, 1994 including Arthur Andersen LLP's reports
thereon are incorporated by reference to each such Fund's
Statement of Additional Information filed as a part of Post-
Effective Amendment No. 20 to the Registrant's Registration
Statement (File No. 33-42484) filed with the Securities and
Exchange Commission on February 28, 1995. The Financial Statements
included are:

Statement of Net Assets
Statement of Operation
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Highlights

(ii) The Registrant's unaudited Financial Statements for the HGK
Fixed Income Fund for the period ended January 31, 1995 are
incorporated by reference to Post-Effective Amendment No. 20
to the Registrant's Registration Statement (File No. 33-
42484) filed with Securities and Exchange Commission on
February 28, 1995. The Financial Statements included are:

Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Highlights

(iii) The Registrant's audited Financial Statements for the A+F
Large-Cap Fund for the fiscal year ended October 31, 1994
including Arthur Andersen LLP's report thereon are
incorporated by reference to Post-Effective Amendment No. 22
to the Registrant's Registration Statement (File No. 33-
42484) filed with Securities and Exchange Commission on
October 31, 1995. The Financial Statements included
are:

C-1
<PAGE>

Statement of Net Assets
Statement of Operation
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Highlights

(iv) The Registrant's unaudited Financial Statements for the A+F
Large-Cap Fund for the period ended April 30, 1995 are
incorporated by reference to Post-Effective Amendment No. 22
to the Registrant's Registration Statement (File No. 33-
42484) filed with Securities and Exchange Commission on
October 31, 1995. The Financial Statements included
are:

Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Highlights

(v) The Registrant's unaudited Financial Statements for the FMC
Select Fund for the period ended September 30, 1995 are
incorporated by reference to Post-Effective Amendment No. 22
to the Registrant's Registration Statement (File No. 33-
42484) filed with Securities and Exchange Commission on
October 31, 1995. The Financial Statements included
are:

Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Highlights

(b) Additional Exhibits

(1) Registrant's Agreement and Declaration of Trust is incorporated herein
by reference to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on
August 29, 1991.

(2) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on August 29, 1991.

C-2
<PAGE>

(5)(a) Administration Agreement between Registrant and SEI Financial
Management Corporation, including schedules relating to Clover Capital
Equity Value Fund, Clover Capital Fixed Income Fund, White Oak Growth
Stock Fund, Pin Oak Aggressive Stock Fund, Roulston Midwest Growth
Fund, Roulston Growth and Income Fund, Roulston Government Securities
Fund, A+F Large-Cap Fund, Turner Fixed Income Fund, Turner Small Cap
Fund, Turner Growth Equity Fund, Morgan Grenfell Fixed Income Fund,
Morgan Grenfell Municipal Bond Fund and HGK Fixed Income Fund is
incorporated herein by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on June 15, 1994.

(5)(b) [Withdrawn]

(5)(c) Investment Advisory Agreement between Registrant and Clover Capital
Management, Inc. with respect to Clover Capital Equity Value Fund and
Clover Capital Fixed Income Fund is incorporated herein by reference
to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on October 28, 1991.

(5)(d) [Withdrawn]

(5)(e) Investment Advisory Agreement between Registrant and Turner Investment
Partners, Inc., complete with schedule with respect to Turner Growth
Equity Fund and form of schedule with respect to Turner Fixed Income
Fund, Turner Small Cap Fund and as revised with respect to Turner
Growth Equity Fund is incorporated herein by reference to Post-
Effective Amendment No. 11 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on November 15, 1993.

(5)(f) Investment Advisory Agreement between Registrant and Oak Associates
with respect to White Oak Growth Stock Fund and Pin Oak Aggressive
Stock Fund is incorporated herein by reference to Post-Effective
Amendment No. 3 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on May 22, 1992.

C-3
<PAGE>

Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on November 15,
1993.

(5)(i) Investment Advisory Agreement between Registrant and Aronson+Fogler
with respect to A+P Large Cap Fund is incorporated herein by reference
to Post-Effective Amendment No. 11 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on November 15, 1993.

(5)(j) Investment Advisory Agreement between Registrant and HGK Asset
Management, Inc. with respect to HGK Fixed Income Fund is incorporated
herein by reference to Post-Effective Amendment No. 15 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on June 15, 1994.

(5)(k) Form of Investment Advisory Agreement between Registrant and AIG
Capital Management Corp. with respect to AIG Money Market Fund is
incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on September 19,
1994.

(5)(l) Form of Schedule dated November 15, 1994 to the Administration
Agreement is incorporated by reference to Post-Effective Amendment No.
17 to Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on September
19, 1994.

(5)(m) Form of Investment Advisory Agreement between Registrant and Farrell-
Wako Global Investment Management, Inc. with respect to Japan Alpha
Fund is incorporated herein by reference to Post-Effective Amendment
No. 18 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on
October 7, 1994.

(5)(n) Form of Schedule dated December 1994 to the Administration Agreement
dated November 14, 1991 as amended and restated May 17, 1994 between
The Advisors' Inner Circle Fund and SEI Financial Management
Corporation is incorporated herein by reference to Post-Effective
Amendment No. 18 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on October 7, 1994.

C-4
<PAGE>

(5)(o) Form of Investment Advisory Agreement Between Registrant and First
Manhattan Co. with respect to FMC Select Fund is incorporated herein
by reference to Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on February 1, 1995.

(6) Distribution Agreement between Registrant and SEI Financial Services
Company is incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on
October 28, 1991.

(6)(a) Amended and Restated Distribution Agreement between Registrant and SFS
is incorporated herein by reference to Post-Effective Amendment No. 17
to Registrant's Registration Statement on Form N-1A (File No. 33-
42484) filed with the Securities and Exchange Commission on September
19, 1994.

(8)(a) Custodian Agreement between Registrant and CoreStates Bank N.A. is
incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on October 28, 1991.

(10) Opinion and Consent of Counsel is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on October 28, 1991.

(11) Consent of Independent Public Accountants filed herewith.

(15) Distribution Plan for The Advisors' Inner Circle Fund is incorporated
herein by reference to Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on September 19, 1994.

(15)(a) Rule 18f-3 Plan is incorporated herein by reference to Post-Effective
Amendment No. 21 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on June 1, 1995.

(16) Performance Quotation Computation is incorporated herein by reference
to Post-Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on February 25, 1994.

C-5
<PAGE>

(24) Powers of Attorney are incorporated herein by reference to Post-
Effective Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484) filed with the Securities and Exchange
Commission on February 1, 1995.

Item 25. Persons Controlled by or under Common Control with Registrant

See the Prospectuses and the Statements of Additional Information
regarding the control relationships of The Advisors' Inner Circle Fund (the
"Fund"). The Administrator is a subsidiary of SEI Corporation, which also
controls the distributor of the Registrant, SEI Financial Services Company, and
other corporations engaged in providing various financial and record keeping
services, primarily to bank trust departments, pension plan sponsors, and
investment managers.

Item 26. Number of Holders of Securities as of December 4, 1995:
----------

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Units of beneficial interest, without
par value-

Clover Capital Fixed Income Fund 210
Clover Capital Equity Value Fund 1,089
Turner Growth Equity Fund 146
Turner Fixed Income Fund 1
Turner Small Cap Fund 60
White Oak Growth Stock Fund 266
Pin Oak Aggressive Stock Fund 403
A+F Large-Cap Fund 17
HGK Fixed Income Fund 85
AIG Money Market Fund Class A 162
AIG Money Market Fund Class B 44
FMC Select Fund 2
</TABLE>

Item 27. Indemnification:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit
1 to the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a

C-6
<PAGE>

claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

Item 28. Business and Other Connections of Investment Advisor:

Other business, profession, vocation, or employment of a substantial
nature in which each director or principal officer of the Advisor is or has
been, at any time during the last two fiscal years, engaged for his own account
or in the capacity of director, officer, employee, partner or trustee are as
follows:

<TABLE>
<CAPTION>
NAME AND POSITION NAME OF CONNECTION WITH
WITH INVESTMENT ADVISOR OTHER COMPANY OTHER COMPANY
- ----------------------- ------------- -------------
<S> <C>
Clover Capital Management, Inc.
- -------------------------------
Michael E. Jones None
Managing Director

Geoffrey H. Rosenberger None
Managing Director

Turner Investment Partners, Inc.
- --------------------------------
Robert E. Turner None
President

Mark D. Turner None
Secretary

Stephen J. Kneeley None
Treasurer

Oak Associates
- --------------
James D. Oelschlager None
Chief Investment Officer/
Chief Executive Officer
</TABLE>

C-7
<PAGE>

Margaret Ballinger None
Client Service Manager

Douglas MacKay None
Research Analyst

Gloria Kline None
Operations Manager

Aronson+Partners
- ----------------
Theodore R. Aronson None
General Partner/
Portfolio Manager

James S. Lobb None
General Partner/
Director of Marketing

Martha E. Ortiz None
General Partner/
Portfolio Manager

Kevin M. Johnson None
General Partner/
Portfolio Manager

HGK Asset Management, Inc.
- --------------------------
Jeffrey T. Harris None
Managing Director

Warren T. Greenhouse None
Managing Director

Joseph E. Kutzel None
Managing Director
</TABLE>

C-8
<PAGE>

Paul G. Kosara None
Managing Director/
Executive Vice President

Michael Pendergast None
Managing Director

Gregory W. Lobo None
Vice President

AIG Capital Management Corp.
- ----------------------------

Robert L. Ash AIG Asset Management President
Chairman Service, Inc.
AIG Asset Management, Inc. Chairman

William N. Dooley American International
Director Group, Inc. Treasurer
AIGAM International Ltd. Director

Ronald L. Latz American International C.F.O. - Financial
Director Group, Inc. Services Division

Helen Stefanis American International Director-Structured
Director Group, Inc. Finance
AIG Capital Corp. Vice President

Daniel K. Kingsbury AIG Asset Management, Inc. President
President/Director AIG Asset Management
Services, Inc. EVP/COO
AIG Equity Sales, Inc. Vice President

Joseph K. Myers III AIG Capital Corp. Vice President
Managing Director/ AIG Funding, Inc. Vice President
Portfolio Manager
</TABLE>

C-9
<PAGE>

[PAGE LEFT BLANK]

C-10
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION NAME OF CONNECTION WITH
WITH INVESTMENT ADVISOR OTHER COMPANY OTHER COMPANY
- ----------------------- ------------- ---------------
<S> <C> <C>
Edward J. Lieber AIG Capital Corp. Vice President
Vice President AIG Funding, Inc. Vice President

John H. Blevins AIG Asset Management, Inc. Vice President
Vice President/
Director of
Compliance
</TABLE>

First Manhattan Co.
- -------------------
First Manhattan Co. is the investment adviser for the FMC Select Fund.
The principal address of First Manhattan Co. is 437 Madison Avenue, New
York, NY 10022.

The list required by this Item 28 of general partners of First Manhattan
Co., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such
general partners during the past two years is incorporated by reference
to Schedules A and D of Form ADV filed by First Manhattan Co. under the
Advisers Act of 1940 (SEC Filed No. 801-12411).

Item 29. Principal Underwriters:

Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing securities of
the Registrant also acts as a principal underwriter, distributor or
investment advisor.

Registrant's distributor, SEI Financial Services Company ("SFS"), acts as
distributor for:

<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Compass Capital Group of Funds March 8, 1991
FFB Lexicon Funds October 18, 1991
The Pillar Funds February 28, 1992
CUFund May 1, 1992
</TABLE>

C-11
<PAGE>

<TABLE>
<S> <C>
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds June 1, 1993
Marquis/SM/ Funds August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The PBHG Funds, Inc. July 16, 1993
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Insurance Investment Products Trust December 30, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
Conestoga Family of Funds May 1, 1995
</TABLE>

SFS provides numerous financial services to investment managers, pension
plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").

Furnish the information required by the following table with respect to
each director, officer or partner of each principal underwriter named in
the answer to Item 21 of Part B. Unless otherwise noted, the principal
business address of each director or officer is 680 E. Swedesford Road,
Wayne, PA 19087.

Position and Office Positions and Offices
Name with Underwriter with Registrant
- ------ ---------------- ----------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Charles A. Marsh Executive Vice President-Capital Resources Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
David G. Lee Senior Vice President President
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
</TABLE>

C-12
<PAGE>

<TABLE>

Position and Office Positions and Offices
Name with Underwriter with Registrant
- ------ ---------------- ----------------
<S> <C> <C>
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel Vice President, Assistant
Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Managing Director --
Vic Galef Managing Director --
Lawrence D. Hutchison Managing Director --
Kim Kirk Managing Director --
John Krzeminski Managing Director --
Carolyn McLaurin Managing Director --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
Vicki Malloy Team Leader --
Mick Duncan Team Leader --
Robert Ludwig Team Leader & Vice President --
Jeff Drennen Vice President --
Robert Aller Vice President --
Steve Bendinelli Vice President --
Cris Brookmyer Vice President & Controller --
Gordon W. Carpenter Vice President --
Robert B. Carroll Vice President & Assistant Secretary Vice President, Assistant
Secretary
Todd Cipperman Vice President & Assistant Secretary Vice President, Assistant
Secretary
Ed Daly Vice President --
Lucinda Duncalfe Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Donald H. Korytowski Vice President --
Jack May Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President, Assistant
Secretary
Kim Rainey Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President, Assistant
Secretary
Daniel Spaventa Vice President --
William Zawaski Vice President --
</TABLE>

C-13
<PAGE>

<TABLE>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ------ ---------------- ----------------
<S> <C> <C>
Larry Pokora Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>

Item 30. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-I (d), the required books and records are maintained at
the offices of Registrant's Custodian:

CoreStates Bank, N.A.
Broad & Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101

(b)/(c) With respect to Rules 31a-1(a); 31a-1 (b)(1),(4); (2)(C) and (D);
(4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and
records are maintained at the offices of Registrant's Administrator:

SEI Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087

(c) With respect to Rules 31a-1 (b)(5), (6), (9) and (10) and 31a-1 (f),
the required books and records are maintained at the principal offices of
the Registrant's Advisors:

Clover Capital Management
11 Tobey Village Office Park
Pittsford, NY 14534

Turner Investment Partners, Inc.
1235 Westlakes Drive
Berwyn, PA 19312

C-14
<PAGE>

Oak Associates
3875 Embassy Parkway
Suite 250
Akron, OH 44333-8334

Aronson+Partners
230 S. Broad Street
20th Floor
Philadelphia, PA 19102

HGK Asset Management, Inc.
17 State Street, 15th Floor
New York, NY 10004

AIG Capital Management Corp.
70 Pine Street
20th Floor
New York, NY 10270

First Manhattan Co.
42 Broadway
New York, NY 10004

Item 31. Management Services: None.

Item 32. Undertakings:

Registrant undertakes to file a Post-Effective Amendment to this
Registration Statement, containing reasonably current financial statements,
which need not be certified for the Clover Capital Small Cap Value Fund within
four to six months from the later of the effective date of Post-Effective
Amendment No. 23 or commencement of operations of the Portfolio.

Registrant hereby undertakes to file a Post-Effective Amendment to this
Registration Statement, containing reasonably current financial statements,
which need not be certified for the Turner Fixed Income Fund within four to six
months from the later of the effective date of Post-Effective Amendment No. 11
or commencement of operations of the Portfolio.

Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with shareholders of the Fund,
the Trustees will inform such

C-15
<PAGE>

shareholders as to the approximate number of shareholders of record and the
approximate costs of mailing or afford said shareholders access to a list of
shareholders.

Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee(s) when requested in
writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with such meetings to assist in communications with
other shareholders as required by the provisions of Section 16(c) of the
Investment Company Act of 1940.

Registrant hereby undertakes to furnish each prospective person to whom a
prospectus for any series of the Registrant is delivered with a copy of the
Registrant's latest annual report to shareholders for such series, when such
annual report is issued containing information called for by Item 5A of Form N-
1A, upon request and without charge.

C-16
<PAGE>

NOTICE

A copy of the Agreement and Declaration of Trust for The Advisors' Inner
Circle Fund is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Registration Statement has
been executed on behalf of the Fund by an officer of the Fund as an officer and
by its Trustees as trustees and not individually and the obligations of or
arising out of this Registration Statement are not binding upon any of the
Trustees, officers, or shareholders individually but are binding only upon the
assets and property of the Fund.

C-17
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "Securities
Act") and the Investment Company Act of 1940, as amended, the Registrant has
duly caused this Post-Effective Amendment to the Registration Statement No. 33-
42484 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Wayne, Commonwealth of Pennsylvania on the 14th day of December,
1995.

THE ADVISORS' INNER CIRCLE FUND

By: /s/ David G. Lee
-----------------------
David G. Lee, President
ATTEST:
/s/ Jeffrey A. Cohen
- ---------------------------------------------------
Jeffrey A. Cohen, Controller

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity on the dates indicated.

<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee December 14, 1995
- ----------------------
John Cooney

* Trustee December 14, 1995
- ----------------------
William M. Doran

* Trustee December 14, 1995
- ----------------------
Frank E. Morris

* Trustee December 14, 1995
- ----------------------
Robert A. Nesher

* Trustee December 14, 1995
- ----------------------
Robert A. Patterson

* Trustee December 14, 1995
- ----------------------
Eugene Peters

* Trustee December 14, 1995
- ----------------------
James M. Storey

/s/ David G. Lee President & December 14, 1995
- ----------------------
David G. Lee Chief Executive Officer

/s/ Carmen V. Romeo Treasurer December 14, 1995
- ----------------------
Carmen V. Romeo

/s/ Jeffrey A. Cohen Controller & December 14, 1995
- ----------------------
Jeffrey A. Cohen Assistant Secretary
</TABLE>

/*/By: /s/ David G. Lee
--------------------------------------------------------
David G. Lee
Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. and Description Sequential Page No.
- --------------------------- -------------------
<S> <C> <C>
(1) Registrant's Agreement and Declaration of Trust is incorporated
herein by reference to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on August 29, 1991.

(2) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on
August 29, 1991.

(5)(a) Administration Agreement between Registrant and SEI Financial
Management Corporation, including schedules relating to Clover
Capital Equity Value Fund, Clover Capital Fixed Income Fund, White
Oak Growth Stock Fund, Pin Oak Aggressive Stock Fund, Roulston
Midwest Growth Fund, Roulston Growth and Income Fund, Roulston
Government Securities Fund, A+F Large-Cap Fund, Turner Fixed
Income Fund, Turner Small Cap Fund, Turner Growth Equity Fund,
Morgan Grenfell Fixed Income Fund, Morgan Grenfell Municipal Bond
Fund and HGK Fixed Income Fund is incorporated herein by reference
to Post-Effective Amendment No. 15 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on June 15, 1994.

(5)(b) [Withdrawn]

(5)(c) Investment Advisory Agreement between Registrant and Clover
Capital Management, Inc. with respect to Clover Capital Equity
Value Fund and Clover Capital Fixed Income Fund is incorporated
herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on
October 28, 1991.

(5)(d) [Withdrawn]

(5)(e) Investment Advisory Agreement between Registrant and Turner
Investment Partners, Inc., complete with schedule with respect to
Turner Growth Equity Fund and form of schedule with respect to
Turner Fixed Income Fund, Turner Small Cap Fund and as revised
with respect to Turner Growth Equity Fund is incorporated herein
by reference to Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed
with the Securities and Exchange Commission on November 15, 1993.

<TABLE>
<CAPTION>
Exhibit No. and Description Sequential Page No.
- --------------------------- -------------------
<S> <C> <C>
Post-Effective Amendment No. 3 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on May 22, 1992.

(5)(h) Investment Advisory Agreement between Registrant and Roulston &
Company, Inc. with respect to Roulston Midwest Growth Fund,
Roulston Growth and Income Fund and Roulston Government Securities
Fund is incorporated herein by reference to Post-Effective
Amendment No. 11 to Registrant's Registration Statement on Form N-
1A (File No. 33-42484), filed with the Securities and Exchange
Commission on November 15, 1993.

(5)(i) Investment Advisory Agreement between Registrant and
Aronson+Fogler with respect to A+P Large Cap Fund is incorporated
herein by reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on
November 15, 1993.

(5)(j) Investment Advisory Agreement between Registrant and HGK Asset
Management, Inc. with respect to HGK Fixed Income Fund is
incorporated herein by reference to Post-Effective Amendment No.
15 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on
June 15, 1994.

(5)(k) Form of Investment Advisory Agreement between Registrant and AIG
Capital Management Corp. with respect to AIG Money Market Fund is
incorporated herein by reference to Post-Effective Amendment No.
17 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities & Exchange Commission on
September 19, 1994.

(5)(l) Form of Schedule dated November 15, 1994 to the Administration
Agreement is incorporated by reference to Post-Effective Amendment
No. 17 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission
on September 19, 1994.

(5)(m) Form of Investment Advisory Agreement between Registrant and
Farrell-Wako Global Investment Management, Inc. with respect to
Japan Alpha Fund is incorporated by reference to Post-Effective
Amendment No. 18 to Registrant's Registration Statement on Form N-
1A (File No. 33-42484) filed with the Securities and Exchange
Commission on October 7, 1994.

<TABLE>
<CAPTION>
Exhibit No. and Description Sequential Page No.
- --------------------------- -------------------
<S> <C> <C>
Management Corporation is incorporated by reference to Post-
Effective Amendment No. 18 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484) filed with the Securities and
Exchange Commission on October 7, 1994.

(5)(o) Form of Investment Advisory Agreement between Registrant and First
Manhattan Co. with respect to FMC Select Fund incorporated herein
by reference to Post-Effective Amendment No. 19 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484) filed with
the Securities and Exchange Commission on February 1, 1995.

(6) Distribution Agreement between Registrant and SEI Financial
Services Company is incorporated herein by reference to Pre-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on October 28, 1991.

(6)(a) Amended and Restated Distribution Agreement between Registrant and
SFS is incorporated herein by reference to Post-Effective
Amendment No. 17 to Registrant's Registration Statement on Form N-
1A (File No. 33-42484) filed with the Securities and Exchange
Commission on September 19, 1994.

(8)(a) Custodian Agreement between Registrant and CoreStates Bank N.A. is
incorporated herein by reference to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on
October 28, 1991.

(10) Opinion and Consent of Counsel is incorporated herein by reference
to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on October 28, 1991.

(11) Consent of Independent Public Accountants filed herewith.

(15) Distribution Plan for The Advisors' Inner Circle Fund is
incorporated herein by reference to Post-Effective Amendment No.
17 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on
September 19, 1994.

(15)(a) Rule 18f-3 Plan is incorporated herein by reference to Post-
Effective Amendment No. 21 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 1, 1995.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Exhibit No. and Description Sequential Page No.
- --------------------------- -------------------
<S> <C> <C>
(16) Performance Quotation Computation is incorporated herein by
reference to Post-Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed
with the Securities and Exchange Commission on February 25, 1994.

(24) Powers of Attorney are incorporated herein by reference to Post-
Effective Amendment No. 19 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484) filed with the Securities and
Exchange Commission on February 1, 1995.
</TABLE>

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 14, 1994,
on the October 31, 1994 financial statements of The Advisors' Inner Circle Fund,
included in the Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A of The Advisors' Inner Circle Fund (No. 33-42484), and to all
references to our Firm included in or made part of Post-Effective Amendment No.
23 to Registration Statement File No. 33-42484.

/s/ Arthur Andersen LLP

Philadelphia, PA
December 7, 1995