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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109
2. Name of each series or class of funds for which this notice is filed:
Clover Equity Value Fund
Clover Fixed Income Fund
Turner Growth Equity Fund
Turner Small Cap Fund
White Oak Growth Stock Fund
Pin Oak Aggressive Stock Fund
A+F Large-Cap Fund
HGK Fixed Income Fund
AIG Money Market Fund
FMC Select Fund
Roulston Growth & Income Fund
Roulston Government Fund
Roulston Midwest Growth Fund
3. Investment Company Act File Number: 811-6368
Securities Act File Number: 33-42484
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: 0
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $14,402,642,513
Shares 14,288,629,029
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Dollars $14,402,642,513
Shares 14,288,629,029
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
Dollars $23,519,513
Shares 16,382,079
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12 Calculation of registration fee:
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(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $14,402,642,513
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): +23,519,513
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -13,998,009,870
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +0
(v) Net Aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 428,152,156
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x1/50th
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: _85,630.43
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: November 15, 1995
SIGNATURES
This report has been signed below by the following person on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Jeffrey A. Cohen
Jeffrey A. Cohen, Controller
Date November 15, 1995
Please print the name and title of the signing officer below the signature.
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November 15, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts. The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1995.
As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion. I have been advised that during its fiscal year ended
October 31, 1995, the Trust sold 14,305,011,108 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $14,426,162,026 and redeemed 13,870,930,717 Shares having
an aggregate redemption price of $13,998,009,870. Based upon the
foregoing, it is my opinion that:
1. The Trust is authorized to issue an unlimited number
of Shares, including those Shares now issued and outstanding. Under
Massachusetts law, such Shares which were issued and subsequently
were redeemed by the Trust may be resold.
2. The 14,305,011,108 Shares sold during the Trust's
fiscal year ended October 31, 1995, the registration of which will be
made definite by the filing of a Rule 24f-2 Notice, were legally issued,
fully paid and non-assessable. I express no legal opinion with respect
to compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state securities laws in connection with the
sale of such Shares.
Securities and Exchange Commission
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November 15, 1995
The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment. It also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
the Trust is about to file with the Securities and Exchange Commission.
Very truly yours,
/s/ Robert B. Carroll
Robert B. Carroll, Esquire
