<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996
---------
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. 25/X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 26 /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)
/X/ immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / 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, 1995 on November 15, 1995.
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
==============================================================
PART A - Clover Capital Equity Value Fund, Clover Capital Fixed Income Fund and Clover
Capital Small Cap Value Fund
<S> <C> <C>
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 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 Right;
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 *
<CAPTION>
PART B - Clover Capital Equity Value Fund, Clover Capital Fixed Income Fund and Clover
Capital Small Cap Value Fund
<S> <C> <C>
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 Objective 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
</TABLE>
i
<PAGE>
<TABLE>
<S> <C> <C>
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 Data Computation of Yield and Total Return
Item 23. Financial Statements Financial Information
<CAPTION>
PART A - White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund
<S> <C> <C>
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;
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C> <C>
General Information - Dividends and
Distribution; 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 *
<CAPTION>
PART B - White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund
<S> <C> <C>
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
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
<CAPTION>
PART A - A+P Large-Cap Value Fund
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C> <C>
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
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 *
<CAPTION>
PART B - A+P Large-Cap Value Fund
<S> <C> <C>
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
</TABLE>
iv
<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
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
<CAPTION>
PART A - HGK Fixed Income Fund
<S> <C> <C>
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
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 The Adviser
-----------
</TABLE>
v
<PAGE>
<TABLE>
<S> <C> <C>
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 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
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 - AIG Money Market Fund Class A Shares
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
</TABLE>
vi
<PAGE>
<TABLE>
<S> <C> <C>
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 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
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
</TABLE>
vii
<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); 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
PART A - FMC Select 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
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 *
</TABLE>
viii
<PAGE>
<TABLE>
<S> <C>
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); 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 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 Financial Information
</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.
ix
<PAGE>
The Prospectuses and Statements of Additional Information for the Clover Capital
Equity Value Fund, Clover Capital Fixed Income Fund, White Oak Growth Stock
Fund, Pin Oak Aggressive Stock Fund, A+P Large-Cap Value Fund, HGK Fixed Income
Fund, AIG Money Market Fund Class A Shares, AIG Money Market Fund Class B
Shares, and FMC Select Fund, included as part of Post-Effective Amendment No. 24
to the Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on February 28, 1996 pursuant
to Rule 485(b) under the Securities Act of 1933, are hereby incorporated by
reference as if set forth full herein.
The Prospectus and Statement of Additional Information for the Clover Capital
Small Cap Value Fund, included as part of Post-Effective Amendment No. 23 to the
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 14, 1995 pursuant to Rule
485(a) under the Securities Act of 1933, are hereby incorporated by reference as
if set forth in full herein.
x
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
Clover Capital Small Cap Value Fund
Supplement dated August 16, 1996
to the Prospectus dated February 28, 1996
The Prospectus dated February 28, 1996 is hereby amended by the additions of the
following unaudited financial information for the Clover Capital Small Cap Value
Fund for the period ended April 30, 1996.
Financial Highlights
The following table provides unaudited financial highlights for the Clover
Capital Small Cap Value Fund for the period February 29, 1996 through April 30,
1996, for a Share Outstanding Throughout the Period.
<TABLE>
<CAPTION>
Clover Capital Small Cap Value Fund: 02/29/96-
- ------------------------------------ ----------
04/30/96(1)
-----------
<S> <C>
Net Asset Value Beginning of Period $10.00
Net Investment Income 0.01
Realized and Unrealized Gains or (Losses) on Securities 0.69
Distributions from Net Investment Income (0.02)
Distributions from Capital Gains --
Net Asset Value End of Period $10.68
======
Total Return 6.99%
======
Net Assets End of Period (000) $1,308
Ratio of Expenses to Average Net Assets 1.40%*
Ratio of Net Income to Average Net Assets 0.50%*
Ratio of Expenses to Average Net Assets (Excluding 11.81%*
Waivers and Contributions)
Ratio of Net Income or (Loss) to Average Net Assets (9.91)%*
(Excluding Waivers and Contributions)
Portfolio Turnover Rate 0.00%
Average Commission Rate (2) $0.04
- --------------------------------------------------------------------------------
</TABLE>
* Annualized
(1) The Clover Capital Small Cap Value Fund commenced operations on February 29,
1996.
(2) Average commission rate paid per share for the security purchases and sales
made during the period.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
xi
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
(The "Fund")
Supplement dated August 16, 1996 to the
Statement of Additional Information
The Statement of Additional Information for the Fund is hereby amended and
supplemented by the following unaudited financial statements for the Clover
Capital Small Cap Value Fund for the period February 29, 1996 (commencement of
operations) through April 30, 1996, with financial notes for each Clover Capital
Fund.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
xii
<PAGE>
Statement of Net Assets The Advisors' Inner Circle Fund
April 30, 1996 Unaudited
<TABLE>
<CAPTION>
Market
Value
CLOVER CAPITAL SMALL CAP VALUE FUND Shares (000)
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock -- 88.5%
Air Transportation -- 0.6%
Petroleum Helicopters ................................................... 600 $ 8
-------
Aircraft -- 0.8%
Sequa, Cl A* ............................................................ 300 11
-------
Apparel/Textiles -- 6.5%
Dyersburg ............................................................... 1,500 8
Fredericks of Hollywood, Cl B ........................................... 6,200 26
Interface, Cl A ......................................................... 1,900 25
Quaker Fabric* .......................................................... 1,900 18
Worldtex* ............................................................... 1,400 8
-------
85
-------
Automotive -- 0.7%
Harvard Industries* ..................................................... 400 9
-------
Building & Construction Supplies -- 1.5%
International Aluminum .................................................. 700 19
-------
Coal Mining -- 0.9%
Ashland Coal ............................................................ 500 12
-------
Communications Equipment -- 3.9%
California Microwave* ................................................... 2,800 51
-------
Computers & Services -- 3.9%
Key Tronic* ............................................................. 3,100 19
Sequent Computer Systems* ............................................... 2,200 32
-------
51
-------
Concrete & Mineral Products -- 1.5%
Florida Rock Industries ................................................. 400 10
Green (A.P.) Industries ................................................. 500 9
-------
19
-------
Environmental Services -- 2.6%
Harding Lawson Associates Group*......................................... 4,400 26
International Technology* ............................................... 3,000 8
-------
34
-------
Financial Services -- 0.6%
White River* ............................................................ 200 8
-------
</TABLE>
<PAGE>
Statement of Net Assets The Advisors' Inner Circle Fund
April 30, 1996 Unaudited
<TABLE>
<CAPTION>
Market
Value
CLOVER CAPITAL SMALL CAP VALUE FUND Shares (000)
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Food, Beverage & Tobacco -- 3.5%
Chock Full O'Nuts * ................................................... 4,400 $ 23
J & J Snack Foods* ................................................... 500 6
John B. Sanfilippo & Son* ............................................. 900 6
Orange-Co * ........................................................... 1,300 11
--------
46
--------
Insurance -- 1.1%
Presidential Life ..................................................... 1,400 14
--------
Leisure Products -- 0.5%
Aldila*................................................................ 1,300 7
--------
Machinery -- 2.8%
Gehl* ................................................................. 1,100 8
Interlake *............................................................ 10,500 28
--------
36
--------
Medical Products & Services -- 0.7%
Mine Safety Appliances ................................................ 200 9
--------
Miscellaneous Business Services -- 6.8%
ACX Technologies* ..................................................... 400 8
Advo .................................................................. 1,700 17
Isomedix* ............................................................. 1,000 16
Marcam* ............................................................... 4,200 48
--------
89
--------
Office Furniture & Fixtures -- 0.5%
Tab Products .......................................................... 1,000 7
--------
Petroleum & Fuel Products -- 1.9%
ICO ................................................................... 3,700 25
--------
Printing & Publishing -- 0.6%
Hollinger International, Cl A ......................................... 650 8
--------
Professional Services -- 2.3%
Acmat, Cl A* .......................................................... 700 8
Dynamics Research* .................................................... 1,000 8
URS* .................................................................. 2,100 14
--------
30
--------
Railroads -- 4.4%
Canadian National Railway.............................................. 3,000 57
--------
</TABLE>
<PAGE>
Statement of Net Assets The Advisors' Inner Circle
April 30, 1996 Unaudited
<TABLE>
<CAPTION>
Market
Value
CLOVER CAPITAL SMALL CAP VALUE FUND Shares (000)
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Retail -- 15.7%
Cash America International............................................ 7,600 $ 44
Davco Restaurants*.................................................... 3,200 26
Marsh Super Markets................................................... 900 11
Payless Cashways*..................................................... 1,700 7
Piccadilly Cafeterias................................................. 2,300 23
Pier 1 Imports........................................................ 3,400 45
Reeds Jewelers*....................................................... 900 8
Service Merchandise*.................................................. 7,800 37
Shopko Stores......................................................... 250 4
------
205
======
Semi-Conductors/Instruments -- 8.9%
Augat................................................................. 2,300 44
IEC Electronics*...................................................... 4,800 37
Robinson Nugent....................................................... 1,300 8
VLSI Technology*...................................................... 1,600 28
------
117
------
Steel & Steel Works -- 0.5%
National Steel, Cl B*................................................. 550 7
------
Transportation Services -- 0.8%
PLM International*.................................................... 3,000 11
------
Trucking -- 1.7%
Builders Transport*................................................... 1,700 16
Trism*................................................................ 1,100 6
------
22
======
Wholesale -- 12.3%
Cameron Ashley Building Products*..................................... 2,000 19
JPE*.................................................................. 1,200 13
Pioneer Standard Electronics.......................................... 2,000 33
Software Spectrum*.................................................... 700 16
Syncor International*................................................. 2,100 21
Wyle Electronics...................................................... 1,400 59
======
161
======
Total Common Stock (Cost $1,083,561)..................................... 1,158
======
Real Estate Investment Trust -- 3.0%
Storage Trust Realty.................................................. 1,800 39
------
Total Real Estate Investment Trust (Cost $39,822)........................ 39
------
</TABLE>
<PAGE>
[_]
Statement of Net Assets The Advisors' Inner Circle Fund
April 30, 1996 Unaudited
<TABLE>
<CAPTION>
Face Market
Amount Value
CLOVER CAPITAL SMALL CAP VALUE FUND (000) (000)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Repurchase Agreement -- 11.9%
Lehman Brothers, 4.97%, dated 04/30/96, matures 05/01/96,
repurchase price $156,197 (collateralized by U.S. Treasury
Bond, par value $147,303, 7.625%, matures 02/15/25:
market value $161,430) ........................................................... $156 $ 156
------
Total Repurchase Agreement (Cost $156,197) .......................................... 156
------
Total Investments -- 103.4% (Cost $1,279,580) ........................................ 1,353
------
Other Assets and Liabilities -- (3.4%)
Other Assets and Liabilities, Net ................................................ (45)
------
Net Assets:
Portfolio shares (unlimited authorization, no par value) based on
122,482 outstanding shares of beneficial interest .............................. 1,236
Distributions in excess of net investment income ................................. (1)
Net unrealized appreciation on investments ....................................... 73
------
Total Net Assets -- 100.0% ........................................................... $1,308
======
Net Asset Value, Offering Price and Redemption Price Per Share ................... $10.68
======
</TABLE>
* Non-income producing security
Cl--Class
The accompanying notes are an integral part of these financial statements.
<PAGE>
Statement of Operations The Advisors' Inner Circle Fund
For the period ended April 30, 1996 Unaudited
<TABLE>
<CAPTION>
Clover Capital
Small Cap Value
Fund
----------------
02/29/96(1)
to 04/30/96
(000)
- -----------------------------------------------------------------------
<S> <C>
Investment Income:
Dividend Income .............................. $ 1
Interest Income .............................. 2
- -----------------------------------------------------------------------
Total Investment Income .................... 3
- -----------------------------------------------------------------------
Expenses:
Administrator Fees ........................... 9
Investment Advisory Fees ..................... 1
Investment Advisory Fee Waiver ............... (1)
Contributions by Adviser ..................... (17)
Custodian Fees ............................... --
Transfer Agent Fees .......................... 3
Professional Fees ............................ 3
Trustee Fees ................................. 1
Registration Fees ............................ 2
Printing Fees ................................ 1
Pricing Fees ................................. --
Insurance and Other Fees ..................... --
Amortization of Deferred
Organizational Costs ....................... --
- -----------------------------------------------------------------------
Total Expenses ............................. 2
- -----------------------------------------------------------------------
Net Investment Income ...................... 1
- -----------------------------------------------------------------------
Net Realized Gain from Securities Sold ....... --
Net Unrealized Appreciation (Depreciation)
of Investment Securities ................... 73
- -----------------------------------------------------------------------
Net Realized and Unrealized Gain
(Loss) on Investments .................. 73
- -----------------------------------------------------------------------
Net Increase in Net Assets Resulting
from Operations ............................ $74
=======================================================================
</TABLE>
Amounts designed as "--" are either $0 or have been rounded to $0.
(1) The Clover Capital Small Cap Value Fund commenced operations on
February 29, 1996.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Changes in Net Assets The Advisors' Inner Circle Fund
For the period ended April 30, 1996 (Unaudited)
<TABLE>
<CAPTION>
Clover Capital
Small Cap Value
Fund
-----------------------
02/29/96
to 04/30/96
(000)
- ----------------------------------------------------------------
<S> <C>
Investment Activities:
Net Investment Income......... $ 1
Net Realized Gain from
Securities Sold............. --
Net Unrealized Appreciation
(Depreciation) of Investment
Securities.................. 73
- ----------------------------------------------------------------
Net Increase in
Net Assets Resulting from
Operations.................. 74
- ----------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income......... (2)
Capital Gains................. --
- ----------------------------------------------------------------
Total Distributions......... (2)
- ----------------------------------------------------------------
Capital Share Transactions:
Shares Issued................. 1,236
Shares Issued in Lieu of
Cash Distributions.......... 2
Shares Redeemed............... (2)
- ----------------------------------------------------------------
Increase in Net Assets
Derived from Capital
Share Transactions.......... 1,236
- ----------------------------------------------------------------
Total Increase in Net Assets 1,308
- ----------------------------------------------------------------
Net Assets:
Beginning of Period........... 0
- ----------------------------------------------------------------
End of Period................. $1,308
================================================================
Shares Issued and Redeemed:
Issued...................... 122
Issued in Lieu of Cash
Distributions............. --
Redeemed.................... --
- ----------------------------------------------------------------
Net Increase in Share
Transactions................ 122
================================================================
</TABLE>
Amounts designated as "--" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Financial Highlights
For the period ended April 30,1996 (Unaudited).
For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
Net Net
Asset Realized and Distributions Distributions Asset
Value Net Unrealized from Net from Value
Beginning Investment Gains or (Losses) Investment Capital End Total
of Period Income on Securities Income Gains of Period Return
- --------------------------------------------------------------------------------------------------------------------------------
Clover Capital Small Cap Value Fund
- -----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1996(2) $10.00 0.01 0.69 (0.02) -- $10.68 6.99%
</TABLE>
<PAGE>
The Advisors' Inner Circle Fund
<TABLE>
<CAPTION>
Ratio of
Ratio Net Income
of Expenses or (Loss)
Net Ratio to Average to Average
Assets Ratio of Net Net Assets Net Assets
End of Expenses Income (Excluding (Excluding Portfolio Average
of Period to Average to Average Waivers and Waivers and Turnover Commission
(000) Net Assets Net Assets Contributions) Contributions) Rate Rate(3)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 1,308 1 40%* 0.50%* 11.81%* (9.91)%* 0.00% $0 04
</TABLE>
* Annualized
(1) The Clover Capital Fixed Income Fund and the Clover Capital Equity Value
Fund commenced operations on December 6, 1991.
(2) The Clover Capital Small Cap Value Fund commenced operations on February 29,
1996.
(3) Average commission rate paid per share for the security purchases and sales
made during the period.
The accompaning notes are an integral part of the financial statements.
<PAGE>
Notes to Financial Statements The Advisors' Inner Circle Fund
April 30, 1996 Unaudited
1. Organization:
The Advisors' Inner Circle Fund (the "Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated July 18, 1991. The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with nine portfolios. The
financial statements included herein are those of the Clover Capital Equity
Value Fund, the Clover Capital Fixed Income Fund, and the Clover Capital Small
Cap Value Fund (the "Funds"). The financial statements of the remaining
portfolios are presented separately. The assets of each portfolio are
segregated, and a Shareholder's interest is limited to the portfolio in which
shares are held. The Funds' prospectus provides a description of each Fund's
investment objectives, policies and strategies.
2. Significant Accounting Policies:
The following is a summary of the significant accounting policies followed by
the Funds.
Security Valuation -- Investments in equity securities which are traded on
a national exchange (or reported on the NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt
obligations exceeding sixty days to maturity for which market quotations
are readily available are valued at the most recently quoted bid price.
Debt obligations with sixty days or less remaining until maturity may be
valued at their amortized cost, which approximates market value.
Federal Income Taxes -- It is each Fund's intention to qualify as a
regulated investment company by complying with the appropriate provisions
of the Internal Revenue Code of 1986, as amended. Accordingly, no
provisions for Federal income taxes are required.
Security Transactions and Related Income -- Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Dividend income is recognized on the ex-dividend date, and interest income
is recognized on the accrual basis. Costs used in determining realized
gains and losses on the sales of investment securities are those of the
specific securities sold adjusted for the accretion and amortization of
purchase discounts and premiums during the respective holding period.
Purchase discounts and premiums on securities held by the Funds are
accreted and amortized to maturity using the scientific interest method,
which approximates the effective interest method.
Repurchase Agreements -- Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market
value of the collateral, including accrued interest thereon, is sufficient
in the event of the default of the counterparty. If the counterparty
defaults and the value of the collateral declines or if the counterparty
enters an insolvency proceeding, realization of the collateral by the Funds
may be delayed or limited.
Net Asset Value Per Share -- The net asset value per share of each Fund is
calculated on each business day by dividing the total value of each Fund's
assets, less liabilities, by the number of shares outstanding.
<PAGE>
Notes to Financial Statements (continued) The Advisors' Inner Circle Fund
April 30, 1996 Unaudited
Other -- Expenses that are directly related to one of the Funds are charged
to that Fund. Other operating expenses of the Trust are prorated to the
Funds on the basis of relative daily net assets.
Distributions from net investment income are declared and paid quarterly to
Shareholders for the Equity Value Fund and declared daily and paid monthly
for the Fixed Income Fund. Any net realized capital gains on sales of
securities are distributed to Shareholders at least annually.
Distributions from net investment income and net realized capital gains are
determined in accordance with the U.S. Federal income tax regulations,
which may differ from those amounts determined under generally accepted
accounting principles. These book/tax differences are either temporary or
permanent in nature. To the extent these differences are permanent, they
are charged or credited to paid-in-capital in the period that the
differences arise. These reclassifications have no effect on net assets or
net asset value.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
3. Organization Costs and Transactions with Affiliates:
The Clover Capital Equity Value Fund, the Clover Capital Fixed Income Fund, and
the Clover Capital Small Cap Value Fund incurred organization costs of
approximately $15,000, $14,000 and $11,000, respectively. These costs have been
capitalized by the Funds and are being amortized over sixty months commencing
with operations. These costs include legal fees of approximately $7,000 per Fund
for organizational work performed by a law firm of which a trustee of the trust
is a partner and two officers of the Fund are partners. In the event any of the
initial shares of a Fund are redeemed by any holder thereof during the period
that such Fund is amortizing its organizational costs, the redemption proceeds
payable to the holder thereof by the Fund will be reduced by the unamortized
organizational costs in the same ratio as the number of initial shares being
redeemed bears to the number of initial shares outstanding at the time of
redemption.
Certain officers of the Trust are also officers of SEI Financial Management
Corporation (the "Administrator") and/or SEI Financial Services Company (the
"Distributor"). Such officers and trustees are paid no fees by the Trust for
serving as officers of the Trust.
4. Administration, Shareholder Servicing and Distribution Agreements:
The Trust and the Administrator are parties to an Administration Agreement,
under which the Administrator provides management and administrative services
for an annual fee of .20% of the average daily net assets of each of the Funds.
There is a minimum annual fee of $50,000 per Fund payable to the Administrator
for services rendered to the Funds under the Administration Agreement.
<PAGE>
Notes to Financial Statements (continued) The Advisors' Inner Circle Fund
April 30, 1996 Unaudited
DST Systems, Inc. (the "Transfer Agent") serves as the transfer agent and
dividend distributing agent for the Funds under a transfer agency agreement with
the Trust.
The Trust and the Distributor are parties to a Distribution Agreement. The
Distributor receives no fees for its distribution services under this agreement.
5. Investment Advisory and Custodian Agreements:
The Trust and Clover Capital Management, Inc. (the "Adviser") are parties to an
Investment Advisory Agreement under which the Adviser receives an annual fee
equal to .74% of the average daily net assets of the Equity Value Fund, .45% of
the average daily net assets of the Fixed Income Fund and .85% of the average
daily net assets of the Small Cap Value Fund. The Adviser has voluntarily agreed
to waive all or a portion of its fees (and to reimburse the expenses of the
Funds) in order to limit operating expenses to not more than 1.20% of the
average daily net assets for net assets below $20 million and to not more than
1.10% for net assets of $20 million or more for the Equity Value Fund. Operating
expenses for the Fixed Income Fund are limited to not more than .80% of the
average daily net assets for net assets below $20 million and to not more than
.75% for net assets of $20 million or more. Operating expenses for the Small Cap
Value Fund are limited to 1.40% of the Portfolio's average daily net assets. Fee
waivers and expense reimbursements are voluntarily and may be terminated at any
time.
CoreStates Bank, N.A. acts as custodian (the "Custodian") for the Funds. Fees of
the Custodian are being paid on the basis of the net assets of the Funds. The
Custodian plays no role in determining the investment policies of the Trust or
which securities are to be purchased or sold by the Funds.
6. Investment Transactions:
The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the period ended April 30, 1996, are as follows:
<TABLE>
<CAPTION>
Equity Value Fixed Income Small Cap
Fund Fund Value Fund
(000) (000) (000)
------------ ------------ ----------
<S> <C> <C> <C>
Purchases
Government....................... $ -- $1,577 $ --
Other............................ 23,457 2,551 1,123
Sales
Government....................... $ -- $354 $ --
Other............................ 10,882 522 --
</TABLE>
<PAGE>
Notes to Financial Statements (concluded) The Advisors' Inner Circle Fund
April 30, 1996 Unaudited
At April 30, 1996, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes were not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation for securities held by the Funds
at April 30, 1996, is as follows:
<TABLE>
<CAPTION>
Equity Value Fixed Income Small Cap
Fund Fund Value Fund
(000) (000) (000)
------------ ------------ ----------
<S> <C> <C> <C>
Aggregate gross unrealized appreciation $10,401 $ 218 $105
Aggregate gross unrealized depreciation (2,274) (247) (32)
------------ ------------ ----------
Net unrealized appreciation (depreciation) $8,127 $ (29) $ 73
============ ============ ==========
</TABLE>
7. Concentration of Credit Risk:
The Fixed Income Fund invests primarily in fixed income securities which are
rated in the top four rating categories by either Moody's Investors Services,
Inc. ("Moody's) or Standard & Poor's Ratings Group ("S&P"), or if not rated,
determined by the Adviser to be of comparable quality. The ability of the
issuers of the securities held by the Fund to meet their obligations may be
affected by economic developments in a specific industry, state or region.
The summary of credit quality rating for securities held by the Fund at
April 30, 1996 is as follows:
<TABLE>
<CAPTION>
S&P Moody's
---------------------- ----------------------
<S> <C> <C> <C> <C>
Bonds: AAA 54.6% Aaa 56.0%
AA 10.9% Aa 6.6%
A 16.1% A 19.8%
BBB 11.4% Baa 12.0%
B 5.6% B 5.6%
NR 1.4% NR --
------ ------
100.0% 100.0%
</TABLE>
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits:
(a) Financial Statements
(i) The Registrant's unaudited Financial Statements for the Clover
Capital Small Cap Value Fund are filed herewith. The Financial
Statements included are:
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
(b) Additional Exhibits
(1) Registrant's Agreement and Declaration of Trust dated June 29, 1993 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.
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Investment Advisory Agreement between Registrant and Clover Capital
Management, Inc. with respect to Clover Capital Equity Value Fund and
Clover Capital Fixed Income Fund dated November 14, 1991 as originally
filed with 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 is incorporated herein by
reference to Post-Effective Amendment No. 24, filed on February 28,
1996.
(5)(b) 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 dated February 21, 1992 as originally filed with
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 is incorporated by reference
to Post-Effective Amendment No. 24 filed on February 28, 1996.
(5)(c) Investment Advisory Agreement between Registrant and Oak Associates
with respect to White Oak Growth Stock Fund and Pin Oak Aggressive
Stock Fund dated July 20,
C-1
<PAGE>
1992 as originally filed with 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 is
incorporated by reference to Post-Effective Amendment No. 24 filed on
February 28, 1996.
(5)(d) Investment Advisory Agreement between Registrant and Aronson+Fogler
with respect to A+F Large-Cap Fund dated October 15, 1993 as
originally filed with 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 is
incorporated by reference to Post-Effective Amendment No. 24 filed on
February 28, 1996.
(5)(e) Investment Advisory Agreement between Registrant and HGK Asset
Management, Inc. with respect to HGK Fixed Income Fund dated August
15, 1994 as originally filed with 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 is
incorporated by reference to Post-Effective Amendment No. 24 filed on
February 28, 1996.
(5)(f) 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)(g) Investment Advisory Agreement Between Registrant and First Manhattan
Co. with respect to FMC Select Fund dated May 3, 1995 as originally
filed with 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 is incorporated
by reference to Post-Effective Amendment No. 24 filed on February 28,
1996.
(6) Amended and Restated Distribution Agreement between Registrant and SEI
Financial Services Company dated August 8, 1994 as originally filed
with 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 is incorporated by
reference to Post-Effective Amendment No. 24 filed on February 28,
1996.
(7) Not Applicable.
(8) 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.
(9) Amended and Restated 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+P 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
C-2
<PAGE>
and HGK Fixed Income Fund dated May 17, 1994 as originally filed with
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 is incorporated by reference to
Post-Effective Amendment No. 24 filed on February 28, 1996.
(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 is filed herewith.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Distribution Plan for The Advisors' Inner Circle Fund as originally
filed with 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 is
incorporated by reference to Post-Effective Amendment No. 24 filed on
February 28, 1996.
(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.
(18) Rule 18f-3 Plan is incorporated herein to exhibit (15)(a) which is
incorporated herein by reference to exhibit (15)(a) 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.
(24) Powers of Attorney are filed herewith.
(27) Financial Data Schedules for the Clover Capital Small Cap Value Fund
are filed herewith.
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 July 30, 1996:
C-3
<PAGE>
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Units of beneficial interest, without
par value-
Clover Capital Fixed Income Fund 259
Clover Capital Equity Value Fund 1469
Clover Capital Small Cap Value Fund 118
White Oak Growth Stock Fund 529
Pin Oak Aggressive Stock Fund 570
A+P Large-CapValue Fund 9
HGK Fixed Income Fund 133
AIG Money Market Fund Class A 162
AIG Money Market Fund Class B 66
FMC Select Fund 15
</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 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:
C-4
<PAGE>
Clover Capital Management, Inc.
- -------------------------------
Clover Capital Management, Inc. is the investment adviser for the Clover Capital
Equity Value, Clover Capital Fixed Income and Clover Capital Small Cap Value
Funds. The principal address of Clover Capital Management, Inc. is 11 Tobey
Village Office Park, Pittsford, NY 14534.
The list required by this Item 28 of general partners of Clover Capital
Management, Inc., 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 Clover Capital Management, Inc. under the Advisers
Act of 1940 (SEC File No. 801-27041).
Oak Associates
- --------------
Oak Associates is the investment adviser for the White Oak Growth Stock Fund and
the Pin Oak Aggressive Stock Fund. The principal address of Oak Associates is
3875 Embassy Parkway, Suite 250, Akron, OH 44333.
The list required by this Item 28 of general partners of Oak Associates,
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 B and D of Form ADV
filed by Oak Associates under the Advisers Act of 1940 (SEC File No. 801-23632).
Aronson+Partners
- ----------------
Aronson+Partners is the investment adviser for the A+P Large-Cap Value Fund. The
principal address of Aronson+Partners is 230 S. Broad Street, 20th Floor,
Philadelphia, PA 19102.
The list required by this Item 28 of general partners of Aronson+Partners,
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 B and D of Form ADV
filed by Aronson+Partners under the Advisers Act of 1940 (SEC File No. 801-
22950).
HGK Asset Management, Inc.
- --------------------------
HGK Asset Management, Inc. is the investment adviser for the HGK Fixed Income
Fund. The principal address of HGK Asset Management, Inc. is Newport Tower, 525
Washington Blvd., Jersey City, NJ 07310.
The list required by this Item 28 of general partners of HGK Asset Management,
Inc., 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 B and D of Form ADV
filed by HGK Asset Management, Inc. under the Advisers Act of 1940 (SEC File No.
801-19314).
C-5
<PAGE>
AIG Capital Management Corp.
- ----------------------------
AIG Capital Management Corp. is the investment adviser for the AIG Money Market
Fund. The principal address of AIG Capital Management Corp. is 70 Pine Street,
New York, NY 10270.
The list required by this Item 28 of directors and officers of AIG Capital
Management Corp., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such directors and
officers during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by AIG Capital Management Corp. under the Advisers Act
of 1940 (SEC File No. 801-47192).
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 B and D of Form ADV
filed by First Manhattan Co. under the Advisers Act of 1940 (SEC File 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:
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 Pillar Funds February 28, 1992
CUFUND May 1, 1992
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(R) June 1, 1993
The PBHG Funds, Inc. July 16,1993
C-6
<PAGE>
<TABLE>
<S> <C>
Marquis Funds(R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
Turner Funds April 30, 1996
SEI Institutional Investments Trust June 14, 1996
</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.
C-7
<PAGE>
<TABLE>
<CAPTION>
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, President - Investment
Services Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
Steven Kramer Senior Vice President --
David G. Lee Senior Vice President President & Chief
Financial Officer
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Secretary Vice President, Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Vice President & Managing Director --
Vic Galef Vice President & Managing Director --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
Barbara Moore Vice President & Managing Director --
Donald Pepin Vice President & Managing Director --
Mark Samuels Vice President & Managing Director --
Wayne M. Withrow Vice President & Managing Director --
Vicki Malloy Vice President & Team Leader --
Mick Duncan Vice President & Team Leader --
Robert Ludwig Team Leader & Vice President --
Jeff Drennen Vice President --
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant Secretary Vice President, Assistant Secretary
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President, Assistant Secretary
Ed Daly Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
</TABLE>
C-8
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Rigistrant
- ---- ------------------- ---------------------
<S> <C> <C>
Donald H. Korytowski Vice President --
Jack May Vice President --
W. Kelso Morrill Vice President --
Barbara A. Nugent Vice President & Assistant Secretary Vice President, Assistant Secretary
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 Deputy General Counsel, President & Assistant Secretary Vice President, Assistant Secretary
Daniel Spaventa Vice President --
William Zawaski Vice President --
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-1(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 offices of the
Registrant's Advisors:
C-9
<PAGE>
Clover Capital Management
11 Tobey Village Office Park
Pittsford, NY 14534
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.
Newport Tower
525 Washington Blvd.
Jersey City, NJ 07310
AIG Capital Management Corp.
70 Pine Street
20th Floor
New York, NY 10270
First Manhattan Co.
437 Madison Avenue
New York, NY 10022
Item 31. Management Services: None.
Item 32. Undertakings:
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 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
C-10
<PAGE>
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-11
<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-12
<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
certifies that it meets all of the requirements of effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and 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 15th day
of August, 1996.
THE ADVISORS' INNER CIRCLE FUND
By:/s/ David G. Lee
------------------------
David G. Lee, President
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>
<S> <C> <C>
* Trustee August 15, 1996
- ----------------------
John Cooney
* Trustee August 15, 1996
- ----------------------
William M. Doran
* Trustee August 15, 1996
- ----------------------
Frank E. Morris
* Trustee August 15, 1996
- ----------------------
Robert A. Nesher
* Trustee August 15, 1996
- ----------------------
Robert A. Patterson
* Trustee August 15, 1996
- ----------------------
Eugene Peters
* Trustee August 15, 1996
- ----------------------
James M. Storey
/s/ David G. Lee President & August 15, 1996
- ---------------------- Chief Executive Officer
David G. Lee
/s/ Jeffrey A. Cohen Controller & August 15, 1996
- ---------------------- Chief Financial Officer
Jeffrey A. Cohen
</TABLE>
/*/By: /s/ David G. Lee
-----------------------------
David G. Lee
Attorney-in-Fact
C-13
<PAGE>
EXHIBIT INDEX
Exhibit No. and Description
- ---------------------------
EX-99.B1 Registrant's Agreement and Declaration of Trust dated June 29, 1993
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.
EX-99.B2 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.
EX-99.B3 Not Applicable.
EX-99.B4 Not Applicable.
EX-99.B5(a) Investment Advisory Agreement between Registrant and Clover Capital
Management, Inc. with respect to Clover Capital Equity Value Fund
and Clover Capital Fixed Income Fund dated November 14, 1991 as
originally filed with 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 is
incorporated herein by reference to Post-Effective Amendment No.
24, filed on February 28, 1996.
EX-99.B5(b) 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 dated February 21, 1992 as
originally filed with 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 is incorporated by reference to Post-Effective
Amendment No. 24 filed on February 28, 1996.
EX-99.B5(c) Investment Advisory Agreement between Registrant and Oak Associates
with respect to White Oak Growth Stock Fund and Pin Oak Aggressive
Stock Fund dated July 20, 1992 as originally filed with 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 is incorporated by
C-14
<PAGE>
Exhibit No. and Description
reference to Post-Effective Amendment No. 24 filed on February
28, 1996.
EX-99.B5(d) Investment Advisory Agreement between Registrant and Aronson+Fogler
with respect to A+F Large-Cap Fund dated October 15, 1993 as
originally filed with 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 is incorporated by reference to Post-Effective
Amendment No. 24 filed on February 28, 1996.
EX-99.B5(e) Investment Advisory Agreement between Registrant and HGK Asset
Management, Inc. with respect to HGK Fixed Income Fund dated August
15, 1994 as originally filed with 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 is incorporated by reference to Post-Effective Amendment
No. 24 filed on February 28, 1996.
EX-99.B5(f) 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.
EX-99.B5(g) Investment Advisory Agreement Between Registrant and First
Manhattan Co. with respect to FMC Select Fund dated May 3, 1995 as
originally filed with 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 is incorporated by reference to Post-Effective
Amendment No. 24 filed on February 28, 1996.
EX-99.B6 Amended and Restated Distribution Agreement between Registrant and
SEI Financial Services Company dated August 8, 1994 as originally
filed with 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 is
incorporated by reference to Post-Effective Amendment No. 24 filed
on February 28, 1996.
EX-99.B7 Not Applicable.
C-15
<PAGE>
Exhibit No. and Description
EX-99.B8 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.
EX-99.B9 Amended and Restated 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+P 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 dated May 17, 1994 as
originally filed with 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 is incorporated by reference to Post-Effective Amendment
No. 24 filed on February 28, 1996.
EX-99.B10 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.
EX-99.B11 Consent of Independent Public Accountants is filed herewith.
EX-99.B12 Not Applicable.
EX-99.B13 Not Applicable.
EX-99.B14 Not Applicable.
EX-99.B15 Distribution Plan for The Advisors' Inner Circle Fund as originally
filed with 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 is
incorporated by reference to Post-Effective Amendment No. 24 filed
on February 28, 1996.
EX-99.B16 Performance Quotation Computation is incorporated herein by
reference to Post-Effective Amendment No. 13 to
C-16
<PAGE>
Exhibit No. and Description
Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on
February 25, 1994.
EX-99.B18 Rule 18f-3 Plan is incorporated herein to exhibit (15)(a) which is
incorporated herein by reference to exhibit (15)(a) 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.
EX-99.B24 Powers of Attorney are filed herewith.
EX-99.B27 Financial Data Schedules for the Clover Capital Small Cap Value
Fund are filed herewith.
C-17
<PAGE>
ARTHUR ANDERSEN LLP
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 5, 1995
included in the Post-Effective Amendment No. 24 to the Registration Statement
on Form N-1A of the Advisors' Inner Circle Funds (No. 33-42484), and to all
references to our Firm included in or made part of Registration Statement File
No. 33-42484.
Philadelphia, Pa, /s/ Arthur Andersen LLP
August 15, 1996
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints Kevin P. Robins and Carmen V.
Romeo, and each of them singly, his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, to sign for him or her
in his or her name, place and stead, and in the capacity indicated below, to
sign any or all amendments (including post-effective amendments) to each Trusts'
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ David G. Lee Date:_____________
- ----------------
David G. Lee
President
1
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and
Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, to sign
for him or her in his or her name, place and stead, and in the capacity
indicated below, to sign any or all amendments (including post-effective
amendments) to each Trusts' Registration Statement on Form N-1A under the
provisions of the Investment Company Act of 1940 and the Securities Act of 1933,
each such Act as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ John T. Cooney Date: 10-19-94
- ------------------ --------
John T. Cooney
Trustee
2
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and
Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, to sign
for him or her in his or her name, place and stead, and in the capacity
indicated below, to sign any or all amendments (including post-effective
amendments) to each Trusts' Registration Statement on Form N-1A under the
provisions of the Investment Company Act of 1940 and the Securities Act of 1933,
each such Act as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ William M. Doran Date:10/19/94
- -------------------- --------
William M. Doran
Trustee
3
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and
Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, to sign
for him or her in his or her name, place and stead, and in the capacity
indicated below, to sign any or all amendments (including post-effective
amendments) to each Trusts' Registration Statement on Form N-1A under the
provisions of the Investment Company Act of 1940 and the Securities Act of 1933,
each such Act as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Frank E. Morris Date:10/31/94
- ------------------- --------
Frank E. Morris
Trustee
4
<PAGE>
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee
and/or officer of the above referenced funds (the "Trusts"), each a business
trust organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints David G. Lee, Theresa M. Messina and Carmen V. Romeo,
and each of them singly, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, to sign for him or her and
in his or her name, place and stead, and in the capacity indicated below, to
sign any or all amendments (including post-effective amendments) to each Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Rober A. Nesher Date: 5/20/94
- ------------------- -------
Robert A. Nesher
Trustee
5
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and
Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, to sign
for him or her in his or her name, place and stead, and in the capacity
indicated below, to sign any or all amendments (including post-effective
amendments) to each Trusts' Registration Statement on Form N-1A under the
provisions of the Investment Company Act of 1940 and the Securities Act of 1933,
each such Act as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Gene Peters Date: 20 OCT. 94
- --------------- ----------
Gene Peters
Trustee
6
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and
Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, to sign
for him or her in his or her name, place and stead, and in the capacity
indicated below, to sign any or all amendments (including post-effective
amendments) to each Trusts' Registration Statement on Form N-1A under the
provisions of the Investment Company Act of 1940 and the Securities Act of 1933,
each such Act as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Robert A. Patterson Date: 10-19-94
- ----------------------- --------
Robert A. Patterson
Trustee
7
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and
Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, to sign
for him or her in his or her name, place and stead, and in the capacity
indicated below, to sign any or all amendments (including post-effective
amendments) to each Trusts' Registration Statement on Form N-1A under the
provisions of the Investment Company Act of 1940 and the Securities Act of 1933,
each such Act as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ James M. Storey Date: October 24,
- ------------------- -----------
James M. Storey 1994
Trustee ----
8
<PAGE>
INVENTOR FUNDS, INC.
PBHG FUNDS, INC.
MARQUIS FUND
THE ARBOR FUND
FFB LEXICON FUND
THE ADVISORS' INNER CIRCLE FUND
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned
trustee/director and/or officer of the above referenced funds (the "Trusts"),
each a business trust organized under the laws of The Commonwealth of
Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and
Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, to sign
for him or her in his or her name, place and stead, and in the capacity
indicated below, to sign any or all amendments (including post-effective
amendments) to each Trusts' Registration Statement on Form N-1A under the
provisions of the Investment Company Act of 1940 and the Securities Act of 1933,
each such Act as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
acting alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
and seal as of the date set forth below.
/s/ Jeffrey A. Cohen Date:_____________
- --------------------
Jeffrey A. Cohen
Controller
9
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<PAGE>
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<NAME> ADVISORS' INNER CIRCLE
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