ADVISORS INNER CIRCLE FUND, 485APOS, 1996-12-13

ADVISORS INNER CIRCLE FUND
485APOS, 1996-12-13

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 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. 27 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 28 /X/

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

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

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

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

Copies to:
RICHARD W. GRANT, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
2000 ONE LOGAN SQUARE
PHILADELPHIA, PENNSYLVANIA 19103

- - --------------------------------------------------------------------------------
It is proposed that this filing become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/x/ 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.

- - --------------------------------------------------------------------------------
Registrant has elected to maintain registration of an indefinite number of
shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant filed its 24f-2 Notice for the fiscal year 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 the Portfolios; Investment
Objectives; Investment Policies; Risk Factors;
Investment Limitations; General Information
-The Fund
Item 5. Management of the Fund General Information - Trustees of the Fund;
The Adviser; The Administrator; The Transfer
Agent; Portfolio Transactions; Expense
Summary
Item 5A. Management's Discussion of Fund **
Performance
Item 6. Capital Stock and Other Securities General Information - Voting Rights; General
Information - Shareholder Inquiries; General
Information - Dividends and Distributions;
Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - Clover Capital Equity Value Fund, Clover Capital Fixed Income Fund and Clover Capital Small Cap
Value Fund
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective (Prospectus);
Investment Policies (Prospectus); Investment
Limitations
Item 14. Management of the Registrant General Information - Trustees of the Fund
(Prospectus); Trustees and Officers of the
Fund; The Administrator
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Item 15. Control Persons and Principal Trustees and Officers of the Fund; 5%
Holders of Securities Shareholders
Item 16. Investment Advisory and Other The Adviser (Prospectus and Statement of
Services 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 Shares
Securities Being Offered (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 - White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Fund and the Portfolios; Investment
Objectives and Policies; Risk Factors; Invest-
ment 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
</TABLE>

ii
<PAGE>

<S> <C> <C>
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *

PART B - White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objectives and Policies (Pros-
pectus) 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 Fund; 5%
Holders of Securities Shareholders
Item 16. Investment Advisory and Other The Adviser (Prospectus and Statement of
Services 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 State-
ment of Additional Information)
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of Shares (Prospectus
Securities Being Offered 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 Date Computation of Yield and Total Return
Item 23. Financial Statements Financial Information

PART A - HGK Fixed Income Fund
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information Financial Highlights
</TABLE>

iii
<PAGE>

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

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 and 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 Purchase and Redemption of
of Securities Being Offered Shares (Prospectus and
Statement of Additional
Information); Determination of
Net Asset Value

iv
<PAGE>

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
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

v
<PAGE>

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

PART B - AIG Money Market Fund Class A and Class B Shares

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

vi
<PAGE>

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

PART B - 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 and 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 Total Return

</TABLE>

vii
<PAGE>

<S> <C>
Item 23. Financial Statements Financial Information

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

PART B - CRA Realty Shares Portfolio
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 and Statement of Additional Information); The
Administrator (Prospectus and Statement of
Additional Information); The Distributor
(Prospectus and Statement of Additional
Information); The Transfer Agent
(Prospectus); General Information - Counsel
and Independent Public Accountants

</TABLE>

viii
<PAGE>

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

</TABLE>

PART A - Pinnacle Extended Liquidity Portfolio, Pinnacle Short Duration Portfolio, Pinnacle
Intermediate Duration Portfolio
<S> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information *
Item 4. General Description of Registrant The Fund and the Portfolios; Investment
Objectives and Policies; Investment
Limitations; General Information - The
Fund
Item 5. Management of the Fund General Information - Trustees of the
Fund; The Adviser; The Money Managers,
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 -Pinnacle Extended Liquidity Portfolio, Pinnacle Short Duration Portfolio, Pinnacle
Intermediate Duration Portfolio
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objectives and Policies
(Prospectus); Investment Limitations
</TABLE>

ix
<PAGE>

<TABLE>
<S> <C>
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and Officers
of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund
Item 16. Investment Advisory and Other Services The Adviser (Prospectus and
Statement of Additional Information); The
Money Managers (Prospectus and 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 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.

x
<PAGE>

PROSPECTUS DATED _________, 1996
SUBJECT TO COMPLETION

THE ADVISORS' INNER CIRCLE FUND

Investment Adviser:
TCB, L.P.

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

PINNACLE EXTENDED LIQUIDITY PORTFOLIO
PINNACLE SHORT DURATION PORTFOLIO
PINNACLE INTERMEDIATE DURATION PORTFOLIO

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

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

- - --------------------------------------------------------------------------------
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE FUND'S SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- - --------------------------------------------------------------------------------
<PAGE>

SUMMARY

The following provides basic information about the Pinnacle Extended Liquidity
Portfolio, Pinnacle Short Term Duration Portfolio and Pinnacle Intermediate
Duration Portfolio (the "Portfolios"). The Portfolios are three of the mutual
funds comprising The Advisors' Inner Circle Fund (the "Fund").

WHAT ARE THE INVESTMENT OBJECTIVES? Each Portfolio seeks as high a level of
current income as is consistent with preservation of principal and the average
duration of its respective portfolio securities. Under normal circumstances,
the Pinnacle Extended Liquidity Portfolio seeks to maintain an average portfolio
duration ranging from six to twelve months, the Pinnacle Short Duration
Portfolio seeks to maintain an average portfolio duration ranging from 18 months
to 30 months, and the Pinnacle Intermediate Duration Portfolio seeks to maintain
an average portfolio duration ranging from three to five years. The Portfolios
are designed for national banks to invest their own funds.

WHAT ARE THE PERMITTED INVESTMENTS? Each Portfolio seeks to achieve its
objective by investing solely in U.S. Treasury bills, notes and bonds and other
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities that are deemed to be "Type I securities" by the Office of the
Comptroller of the Currency ("Type I Securities"), repurchase agreements fully
secured by Type I Securities and, subject to a limit of 10% of its total assets,
open-end investment companies that invest solely in Type I Securities and
repurchase agreements fully secured by Type I Securities. See "Investment
Objectives and Policies" and "Description of Permitted Investments and Risk
Factors."

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIOS? The
investment policies of the Portfolios entail certain risks and considerations of
which investors should be aware. The Portfolios invest in securities that
fluctuate in value, and investors should expect the Portfolios' net asset value
per share to fluctuate. Values of fixed income securities and, correspondingly,
of mutual funds invested in such securities, such as the Portfolios, generally
tend to vary inversely with interest rates and may be affected by other market
and economic factors as well. To the extent set forth under "Investment
Objectives and Policies" and "Description of Permitted Investments and Risk
Factors" the Portfolios may engage in the following investment practices: the
purchase of mortgage-related securities, the use of repurchase agreements and
reverse repurchase agreements (reverse repurchase agreements are considered to
be borrowings by the Portfolios) and the purchase or sale of securities on a
"when-issued" or "forward commitment" basis. See "Investment Objectives and
Policies" and "Description of Permitted Investments and Risk Factors."

WHO IS THE ADVISER AND WHO ARE THE MONEY MANAGERS? TCB, L.P. (the "Adviser")
serves as the investment adviser of the Portfolios. Summit Investment Advisors,
Inc. is the general partner of the Adviser. The Adviser, among other things,
monitors the performance of the money managers: Duff & Phelps Investment
Management Co.; State Street Research & Management Company; Weiss, Peck & Greer,
L.L.C.; and Western Asset Management (each, a "Money Manager" and together, the
"Money Managers"). See "Expense Summary," "The Adviser," and "The Money
Managers."

2
<PAGE>

WHO IS THE ADMINISTRATOR? SEI Fund Resources serves as the administrator and
shareholder servicing agent of the Portfolios. See "The Administrator."

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

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

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

IS THERE A MINIMUM INVESTMENT? The minimum initial investment in each Portfolio
is $100,000. Subsequent investments for each Portfolio must be at least $50,000.
Each Portfolio reserves the right to accept smaller purchases at its sole
discretion.

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Transfer Agent on a day when the New York Stock Exchange is open for
business (a "Business Day"). A purchase order will be effective as of the
Business Day received by the Transfer Agent if the Transfer Agent receives an
order and payment by check or with readily available funds prior to 4:00 p.m.,
Eastern time. To open an account by wire, you must first call 1-800-808-4921.
Redemption orders placed with the Transfer Agent prior to 4:00 p.m., Eastern
time on any Business Day will be effective that day. The purchase and
redemption price for shares is the net asset value per share determined as of
the end of the day the order is effective. Each Portfolio reserves the right,
upon 30 days' written notice, to redeem an account if the net asset value of the
shares in that account falls below $100,000. See "Purchase and Redemption of
Shares."

HOW ARE DISTRIBUTIONS PAID? Each Portfolio distributes substantially all of its
net investment income (exclusive of capital gains) in the form of dividends
declared daily and paid monthly. Any capital gain is distributed at least
annually. Distributions are paid in additional shares unless the shareholder
elects to take the payment in cash. See "Dividends and Distributions."

3
<PAGE>

EXPENSE SUMMARY

<TABLE>
<CAPTION>
Pinnacle Pinnacle Pinnacle
Extended Short Intermediate
Liquidity Duration Duration
Portfolio Portfolio Portfolio
------------ ---------- -------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases............. None None None
Maximum Sales Load Imposed on Reinvested Dividends.. None None None
Deferred Sales Charges.............................. None None None
Redemption Fees*.................................... None None None
Exchange Fees....................................... None None None

ANNUAL PORTFOLIO OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees.................................... .45% .45% .45%
12b-1 Fees......................................... None None None
Other Expenses (after voluntary limitations)(1)(2). .26% .26% .26%
---- ---- ----
Total Portfolio Operating Expenses
(After voluntary limitations)................ .71% .73% .74%
</TABLE>

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

(1) The Administrator has agreed to waive administration fees of .04%, .04% and
.04% of average daily net assets, for the Pinnacle Extended Liquidity Portfolio,
Pinnacle Short Duration Portfolio and Pinnacle Intermediate Duration Portfolio,
respectively. Absent any voluntary waivers, Other Expenses for the Pinnacle
Extended Liquidity Portfolio, Pinnacle Short Duration Portfolio and the Pinnacle
Intermediate Duration Portfolio would be equal to .30%, .30% and .33%,
respectively, of average net assets and Total Operating Expenses would be equal
to .75%, .75% and .78%, respectively, of average net assets.

(2) Other Expenses for the Portfolios are estimated, based on an asset value of
$25 million, for the current fiscal year.

* Shareholders are charged a fee, currently $10.00, for redemptions by wire.

EXAMPLE

<TABLE>
<CAPTION>
Pinnacle Pinnacle Pinnacle
You would pay the following expenses on a $1,000 Extended Short Intermediate
investment, assuming (1) 5% annual return and (2) Liquidity Duration Duration
redemption at the end of each time period: Portfolio Portfolio Portfolio
--------- --------- ---------
<S> <C> <C> <C>
1 year............................................. $7 $7 $8

3 years............................................ $23 $23 $24
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. THE PORTFOLIOS ARE NEW, AND ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN. The purpose of the expense summary and example is to assist
the investor in understanding the various costs and expenses that may be
directly or indirectly borne by shareholders of the Portfolios. Additional
information may be found under "The Adviser" and "The Administrator."

4
<PAGE>

THE FUND AND THE PORTFOLIOS

The Advisors' Inner Circle Fund (the "Fund") offers shares in a number of mutual
funds, each of which is a separate series ("portfolio") of the Fund. Each share
of each mutual fund represents an undivided, proportionate interest in that
mutual fund. This Prospectus offers shares of the Fund's Pinnacle Extended
Liquidity Portfolio, Pinnacle Short Duration Portfolio and Pinnacle Intermediate
Duration Portfolio (the "Portfolios"). Information regarding the other mutual
funds in the Fund is contained in separate prospectuses that may be obtained by
calling 1-800-932-7781.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each Portfolio is to seek as high a level of current
income as is consistent with preservation of principal and the average duration
of its respective portfolio securities. Under normal circumstances, each
Portfolio will seek to maintain average portfolio durations within specified
ranges, i.e., the Pinnacle Extended Liquidity Portfolio seeks to maintain an
----
average portfolio duration ranging from six to twelve months, the Pinnacle Short
Duration Portfolio seeks to maintain an average portfolio duration ranging from
18 months to 30 months, and the Pinnacle Intermediate Duration Portfolio seeks
to maintain an average portfolio duration ranging from three to five years.
Duration is an indicator of a security's price "volatility" or "risk" associated
with changes in interest rates. There can be no assurance that a Portfolio will
be able to achieve its investment objective.

Each Portfolio seeks to achieve its objective by investing solely in U.S.
Treasury bills, notes and bonds and other securities issued or guaranteed by the
United States Government, its agencies or instrumentalities ("U.S. Government
Securities") that are deemed to be "Type I Securities" by the Office of the
Comptroller of the Currency under 12 C.F.R. 13 ("Type I Securities"), repurchase
agreements fully secured by Type I Securities and, subject to a limit of 10% of
its total assets, open-end investment companies that invest solely in Type I
Securities and repurchase agreements fully secured by Type I Securities. Type I
Securities are those securities which a national bank supervised by the OCC may
deal in, underwrite, purchase and sell for its own account without limitation as
to a percentage of its assets. The U.S. Government Securities in which a
Portfolio may invest include mortgage-related securities, such as pass-through
securities and collateralized mortgage obligations, which are described below.
Each Portfolio may purchase or sell securities on a when-issued or forward
commitment basis and sell securities short "against the box." Additionally,
each Portfolio may engage in reverse repurchase agreements with banks and
dealers up to 33 1/3% of its total assets at the time of borrowing.

The Portfolios invest only in securities in which national banks supervised by
the OCC may invest under applicable federal law and the regulations and
supervisory policies of the OCC, which include policies on price volatility.
Further, each Portfolio will not invest in mortgaged-related securities that are
considered "high risk" under applicable OCC supervisory policies.

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For a further discussion of the Portfolios' permitted investments, see
"Description of Permitted Investments and Risk Factors" herein, as well as the
"Description of Permitted Investments and Risk Factors" in the Statement of
Additional Information.

DURATION

Traditionally, a debt security's "term to maturity" has been used to represent
the sensitivity of the debt security's price to changes in interest rates (which
is the "interest rate risk" or "volatility" of the security). However, "term to
maturity" measures only the time until a debt security provides its final
payment, taking no account of the pattern of the security's payments prior to
maturity. Most debt securities provide interest ("coupon") payments in addition
to a final ("par") payment at maturity. Some debt securities also have call
provisions allowing the issuer to repay the instrument in full before the stated
maturity date. Depending on the relative magnitude of these payments, the
market values of debt securities respond differently to changes in the level and
structure of interest rates.

Duration is a measure of the expected change in value of a fixed income security
for a given change in interest rates that was developed as a more precise
alternative to the concept of "term to maturity." For example, if interest rates
changed by one percent, the value of a security having an effective duration of
two generally would vary by two percent. Duration takes the length of the time
intervals between the present time and time that the interest and principal
payments are scheduled, or in the case of a callable bond, expected to be
received, and weighs them by the present values of the cash to be received at
each future point in time.

In some situations even the standard duration calculation does not properly
reflect the interest rate risk of a security. In these situations, the Adviser
will use sophisticated analytical techniques, such as modeling monthly principal
and interest payments based upon historical experience or comparing the mortgage
rates underlying the security to prevailing market rates, to arrive at an
"effective duration" that incorporates the economic life of a security into the
determination of its interest rate risk.

PORTFOLIO TURNOVER

Each Portfolio will use short-term trading to benefit from yield disparities
among different issuers of securities or otherwise to achieve its investment
objective. The portfolio turnover rate for each Portfolio is not expected to
exceed 300%. Portfolio turnover in excess of 100% is generally considered to
lead to correspondingly greater transaction costs, which are borne directly by
the Portfolios, and may increase short-term capital gains which are taxable as
ordinary income when distributed to shareholders. See "Taxes."

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INVESTMENT LIMITATIONS

The Portfolios' investment objectives and certain investment limitations set
forth in the Statement of Additional Information are fundamental policies of the
Portfolios. Fundamental policies cannot be changed without the consent of the
holders of a majority of the appropriate Portfolio's outstanding shares.

THE ADVISER

TCB, L.P. (the "Adviser") has been retained under an investment advisory
agreement with the Fund (the "Investment Advisory Agreement") to act as the
investment adviser for each of the Portfolios. The principal business address of
TCB, L.P. is 800 Laurel Oak Drive, Suite 200, Naples, Florida 34108. Summit
Investment Advisors, Inc. ("Summit") is the General Partner of the Adviser and
will be responsible for the daily operation of the Partnership. The principals
of Summit are Messrs. L. Edward Baker and James F. Nolan and they are primarily
responsible for the oversight of the sub-investment advisers (the "Money
Managers").

Mr. Baker has over 25 years of banking experience and from 1989 to 1994 was the
President and Chief Executive Officer of Piper Trust Company, a subsidiary of
Piper Jaffray Companies. He started the full service trust company in 1989 and
managed growth to over $1.2 billion of client assets. In addition, from 1993 to
1995 he served as Chairman and President of Piper Trust Funds, Inc., a mutual
fund company offering bank-qualified mutual funds for financial institutions.
Mr. Baker's experience also includes the position of Senior Vice President for
Norwest Bank, N.A. where he served as a subsidiary manager and head of
correspondent banking division. While at Norwest, he developed the Alliance
Banking Program which provided specialized bank management services to a
strategic alliance of correspondent community banks. Mr. Baker received a B.A.
from Park College and M.B.A. from the J.L. Kellogg Graduate School of Management
at Northwestern University.

Mr. Nolan has over 20 years of banking experience and from 1990 to 1995 served
as Vice President and Chief Portfolio Strategist for both Piper Trust Company
and Piper Trust Funds, Inc. In that position he supervised all client asset
allocation decisions an utilizing investment strategy involving multiple
external asset managers. For over 10 years, Mr. Nolan served as Vice President
of Valley Bancorporation ("VCB") with responsibilities for portfolio and funds
management. He served as Director of Corporate Planning for VCB, coordinating
the strategic development of the $4 billion bank holding company. Mr. Nolan
received his B.A. in Business Administration and M.B.A. in Business
Administration and Finance from University of Wisconsin - Whitewater. Since
1989, he has served on the faculty of the Florida School of Banking at the
University of Florida where he teaches bank portfolio and funds management.

The Adviser (i) provides or oversees the provision of all investment advisory
and portfolio management services for the Portfolios and (ii) develops each
Portfolio's investment program, selects Money Managers, allocates assets among
Money Managers and monitors the Money Managers'

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investment programs and results. In addition, the Adviser pays the salaries and
fees of all officers and directors of each Portfolio who are affiliated persons
of the Adviser.

Under the Investment Advisory Agreement, the Adviser receives a monthly
management fee computed separately for each Portfolio. Such fees are payable at
an annual rate of .45% of the average daily net assets of each Portfolio.

THE MONEY MANAGERS

The Adviser is responsible for selecting one or more Money Managers for each
Portfolio and for allocating the assets within each Portfolio among the Money
Managers it has selected for that Portfolio. The Fund's Board of Trustees has
approved such selections. The Money Managers are selected based on such factors
as their experience, their skills and results in managing assets for specific
assets classes, investment styles and strategies.

The allocation of a Portfolio's assets among the Money Managers selected for
that Portfolio may be changed at any time by the Adviser. Money Managers may be
terminated at any time by the Adviser, subject to approval by the Board of
Trustees of the Fund and prompt notification of the relevant Portfolio's
shareholders. A Portfolio currently may not employ a new Money Manager without
the approval of the shareholders of the Portfolio for which the Money Manager is
to act. The Portfolios may, however, apply to the Securities and Exchange
Commission for an order permitting them to employ additional Money Managers or
to substitute new Money Managers without shareholder approval. There can be no
assurance, however, that such an exemptive order, if applied for, will be
granted.

Each Money Manager has complete discretion to purchase and sell portfolio
securities for its Portfolio within the Portfolio's investment objectives,
restrictions and policies and the more specific strategies developed by the
Adviser. The Board of Trustees will regularly review each Portfolio's
performance and also will review each Portfolio's compliance with its investment
objective and policies.

The Adviser has selected Duff & Phelps Investment Management Co.; State Street
Research & Management Company; Weiss, Peck & Greer, L.L.C.; and Western Asset
Management to act as Money Managers for the Portfolios. Duff & Phelps Investment
Management Co. serves as a Money Manager for the Extended Liquidity and Short
Duration Portfolios; State Street Research & Management Company serves as a
Money Manager for the Short Duration and Intermediate Duration Portfolios; and
Weiss, Peck & Greer, L.L.C. and Western Asset Management serve as Money Managers
of all three Portfolios.

The Adviser has entered into Sub-Advisory Agreements with each of the Money
Managers. With respect to each Portfolio, the Adviser pays each Money Manager
monthly compensation payable over the same time periods and calculated in the
same manner as the investment advisory fee received by the Adviser from such
Portfolio. The fees paid by the Adviser to each Money Manager will equal,

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on an annual basis, .18% of that portion of the average daily net assets of each
Portfolio under management by such Money Manager. See "Expense Summary."

Duff & Phelps Investment Management Co.
- - ---------------------------------------

Duff & Phelps Investment Management Co. ("DPIM") is a wholly-owned subsidiary of
Phoenix Duff & Phelps Corporation ("Phoenix Duff & Phelps"). Phoenix Duff &
Phelps was formed on November 1, 1995 when Phoenix Securities Group ("PSG"),
the money management subsidiary of PM Holdings, Inc.("PM Holdings"), merged into
Duff & Phelps Corporation ("D&P"). DPIM and its predecessors have provided
investment management advice since 1928. PM Holdings is a wholly-owned
subsidiary of Phoenix Home Life Mutual Insurance Company (PHL). As of October
31, 1996, Phoenix Duff & Phelps had management authority with respect to over
$35 billion in assets. The principal business address of DPIM is 55 East Monroe
Street, Suite 3800, Chicago, IL 60603.

Marvin Flewellen has served as portfolio manager for the portion of the
Portfolios' assets managed by DPIM since commencement of operations. Mr.
Flewellen has served as Vice President and Fixed Income Portfolio Manager with
DPIM since 1994. He was a Second Vice President and portfolio manager with
Northern Trust Bank form 1985 until 1994. Mr. Flewellen received his M.B.A.
from the University of Chicago.

State Street Research & Management Company
- - ------------------------------------------

State Street Research & Management Company ("State Street Research") was created
in 1927 to serve as investment adviser to State Street Research Investment Trust
originally founded in 1924. State Street Research actively manages equity, fixed
income and balanced portfolios for both institutional and mutual fund investors.
As of September 30, 1996, State Street Research had assets under management of
approximately $40.7 billion. The principal address of State Street Research is
One Financial Center, Boston, MA 02111.

John H. Kallis has served as the portfolio manager for the portion of the
Portfolios' assets managed by State Street Research since commencement of
operations. Mr. Kallis' principal occupation currently is Senior Vice President
of State Street Research. During the past five years he has also served as
portfolio manager for other mutual funds and accounts managed by State Street
Research.

Weiss, Peck & Greer, L.L.C.
- - ---------------------------

Weiss, Peck & Greer, L.L.C. ("WPG") is a limited liability company founded as a
limited partnership in 1970, and engages in investment management, venture
capital management and management buyouts. As of October 31, 1996, WPG manages
approximately $13 billion in assets, of which approximately $1.1 billion is for
investment companies. The principal business address of WPG is One New York
Plaza, New York, N.Y. 10004.

Mr. Daniel S. Vandivort, Mr. Steven Lear and Mr. Thomas J. Girard have served as
portfolio managers for the portion of the Portfolios' assets managed by WPG.
Mr. Vandivort, Principal, Director of the Taxable Fixed Income Division,
Chairman of Investment Policy Committee, and Senior Portfolio Manager joined WPG
in 1994. Prior to joining WPG, Mr. Vandivort was a

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Managing Director, Head of U.S. Fixed Income, Senior Portfolio Manager and
Director of Global Product Development and Marketing with CS First Boston
Investment Management form 1989 to 1994. Mr. Lear, CFA, Principal, Senior
Portfolio Manager and Member of the Investment Policy Committee joined WPG in
1995. Mr. Lear was previously a Senior Portfolio Manager at CS First Boston
Investment Management form 1992 to 1995. From 1987 to 1992, Mr. Lear was a
Mortgage Securities Strategist with Fidelity Management & Research Company. Mr.
Girard, Associate Principal, Senior Portfolio Manager and Member of the
Investment Policy Committee joined WPG in 1996. Mr. Girard was previously a
Vice President and Short Term Portfolio Manager with Bankers Trust Global Asset
Management form 1994 to 1996. From 1987 to 1994, Mr. Girard was a Vice
President and Portfolio Manager with J.P. Morgan.

Western Asset Management
- - ------------------------

Western Asset Management ("Western") was founded in 1971 by First Interstate
Bank of California and is now a wholly-owned subsidiary of Legg Mason, Inc., a
financial services company located in Baltimore, MD. Western specializes in the
management of fixed income portfolios. As of October 31, 1996, Western had
management authority with respect to approximately $25.0 billion in client
assets, including $2.5 billion of investment company assets. The principal
business address of Western is 117 E. Colorado Boulevard, Pasadena, CA 91105.

Stephen A. Walsh and Carl L. Eichstaedt have served as the co-portfolio managers
for the portion of the Portfolios' assets managed by Western. Mr. Walsh had
been a Managing Director of Western since 1991. From 1989 to 1991, Mr. Walsh
was a portfolio manager and trader with Security Pacific Investment Managers,
Inc. Mr. Eichstaedt has been a Portfolio Manager with Western since 1994. Prior
to joining Western, Mr. Eichstaedt was a senior partner and portfolio manager
with Harris Investment Management from 1993 to 1994. From 1992 to 1993, Mr.
Eichstaedt was a portfolio manager with Pacific Investment Management Company.
Mr. Eichstaedt was director of fixed income for Security Pacific Investment
Managers from 1990 to 1992.

THE ADMINISTRATOR

SEI Fund Resources (the "Administrator"), provides the Fund with administrative
services, including regulatory reporting and all necessary office space,
equipment, personnel and facilities.

For these administrative services, the Administrator is entitled to a fee, which
is calculated daily and paid monthly, at an annual rate of .11% of the
Portfolios' average daily net assets.

The Administrator has voluntarily agreed to waive .04% of the average daily net
assets of the Pinnacle Extended Liquidity Portfolio, Pinnacle Short Duration
Portfolio and Pinnacle Intermediate duration Portfolio.

The Administrator reserves the right, in its sole discretion, to terminate its
voluntary fee waivers at any time.

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The Administrator also serves as shareholder servicing agent for the Portfolios.

THE TRANSFER AGENT

DST Systems, Inc., 1004 Baltimore Street, 2nd Floor, Kansas City, Missouri
64105 (the "Transfer Agent") serves as the transfer agent and dividend
disbursing agent for the Fund.

THE DISTRIBUTOR

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

SHAREHOLDER SERVICES

The Fund has adopted a shareholder servicing plan (the "Service Plan") for the
Portfolios under which a shareholder servicing fee of .10% of average daily net
assets of each Portfolio will be paid to affiliates of the Adviser and certain
financial institutions (collectively, "Shareholder Service Providers") for the
continued investment of their customers' assets in the Portfolios pursuant to
the advice of such Shareholder Service Providers. Under the Service Plan, the
Shareholder Service Providers may perform, or may compensate other service
providers for performing, the following shareholder services: providing
information on share positions to clients; forwarding shareholder communications
to clients; processing purchase, redemption orders; and processing dividend
payments. Payments to Shareholder Service Providers are not tied directly to
their own out-of-pocket expenses and therefore may be used as they elect and may
exceed their direct and indirect costs.

PURCHASE AND REDEMPTION OF SHARES

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

MINIMUM INVESTMENTS

The minimum initial investment in each Portfolio is $100,000. Subsequent
investments for each Portfolio must be at least $50,000. Each Portfolio
reserves the right to accept smaller purchases at its sole discretion.

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MINIMUM ACCOUNT SIZES AND INVOLUNTARY REDEMPTIONS OF SHARES

If the value of a Portfolio account falls below $100,000 because of shareholder
redemption(s), the Fund will notify the shareholder, and if the account value
remains below $100,000 for a continuous 60-day period, the shares in such
account are subject to redemption by the Fund and, if redeemed, the net asset
value of such shares will be promptly paid to the shareholder. The Fund,
however, will not redeem shares based solely upon changes in the market that
reduce the net asset value of shares.

The Fund reserves the right to modify or terminate the involuntary redemption
features of the shares as stated above at any time upon 60 days' notice to
shareholders.

PURCHASES BY MAIL

An account may be opened by mailing a check or other negotiable bank draft
(payable to the Pinnacle ___________ Portfolio) for $100,000 or more, together
with a completed Account Application to the Transfer Agent, P.O. Box 419009,
Kansas City, Missouri 64141-6009. Subsequent investments may also be mailed
directly to the Transfer Agent.

PURCHASES BY WIRE TRANSFER

Initial Purchases: Before making an initial investment by wire, an investor
must first telephone 1-800-808-4921 to be assigned an account number. The
investor's name, Portfolio's name, account number, taxpayer identification
number or Social Security number, and address must be specified in the wire. In
addition, an Account Application should be promptly forwarded to: DST Systems,
Inc., P.O. Box 419009, Kansas City, Missouri 64141-6009.

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

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

GENERAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Transfer Agent
if the Transfer Agent receives the order and payment before 4:00 p.m., Eastern
time. Payment may be made by check or readily available funds. The purchase
price of shares of a Portfolio is the net asset value per share next determined
after a purchase order is effective. Purchases will be made in full and
fractional

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shares of the Portfolios calculated to three decimal places. The Fund will not
issue certificates representing shares of the Portfolios.

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

REDEMPTIONS

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

Shareholders may receive redemption payments in the form of a check or by
Federal Reserve or ACH wire transfer. There is no charge for having a check for
redemption proceeds mailed. A wire charge, currently $10.00, will be deducted
from the amount of a Federal Reserve wire redemption payment made at the request
of a shareholder. Shareholders cannot redeem shares of the Portfolios by
Federal Reserve wire on federal holidays restricting wire transfers. The Fund
does not charge for ACH wire transactions; however, such transactions will not
be posted to a shareholder's bank account until the second Business Day
following the transaction.

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

EXCHANGE PRIVILEGE

Shares of each Portfolio may be exchanged for shares of another Portfolio on the
basis of current net asset values of such shares next determined after the
Transfer Agent's receipt of a request for an exchange. For additional
information, contact the Portfolios.

An exchange between Portfolios will normally involve realization of a capital
gain or loss, since for Federal income tax purposes an exchange is treated as a
sale of the shares from which the exchange is made and a purchase of the shares
into which the exchange is made.

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The Fund reserves the right to change or discontinue the exchange privilege, or
any aspect of the privilege, upon 60 days' written notice.

PERFORMANCE

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

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

The performance of the Pinnacle Extended Liquidity Portfolio may be compared to
the performance of the average of the 6 and 12 month Merrill Lynch Constant
Maturity U.S. Treasury Returns, the performance of Pinnacle Short Duration
Portfolio may be compared to the performance of the 2 year Merrill Lynch
Constant Maturity U.S. Treasury Returns and the performance of Pinnacle
Intermediate Duration Portfolio may be compared to the performance of the
average of the 3 and 5 year Merrill Lynch Constant Maturity U.S. Treasury
Returns. The Portfolios may also periodically compare their performance to that
of other mutual funds tracked by mutual fund rating services (such as Lipper
Analytical Services, Inc.), financial and business publications and periodicals,
broad groups of comparable mutual funds, unmanaged indices, which may assume
investment of dividends but generally do not reflect deductions for
administrative and management costs, or other investment alternatives. The
Portfolios may quote Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. The Portfolios may quote Ibbotson
Associates of Chicago, Illinois, which provides historical returns of the
capital markets in the U.S. The Portfolios may use long-term performance of
these capital markets to demonstrate general long-term risk versus reward
scenarios and could include the value of a hypothetical investment in any of the
capital markets. The Portfolios may also quote financial and business
publications and periodicals as they relate to fund management, investment
philosophy, and investment techniques.

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

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<PAGE>

TAXES

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

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

TAX STATUS OF THE PORTFOLIOS

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

TAX STATUS OF DISTRIBUTIONS

Each Portfolio will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends from net
investment income will be taxable to shareholders as ordinary income whether
received in cash or in additional shares. Distributions from net investment
income will qualify for the dividends-received deduction for corporate
shareholders only to the extent such distributions are derived from dividends
paid by domestic corporations; dividends of the Portfolios are not expected to
qualify for this deduction. Any net capital gain will be distributed annually
and will be taxed to shareholders as long-term capital gain, regardless of how
long the shareholder has held shares. The Portfolios will make annual reports
to shareholders of the federal income tax status of all distributions.

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

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

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<PAGE>

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

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

GENERAL INFORMATION

THE FUND

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

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

TRUSTEES OF THE FUND

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

VOTING RIGHTS

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

REPORTING

16
<PAGE>

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

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to The Advisors' Inner Circle Fund,
P.O. Box 419009, Kansas City, Missouri 64141-6009 or by calling 1-800-932-7781.
Purchase and redemption transactions should be made through the Transfer Agent
by calling 1-800-808-4921.

DIVIDENDS AND DISTRIBUTIONS

Each Portfolio declares dividends of substantially all of its net investment
income (exclusive of capital gains) daily and distributes such dividends on the
first Business Day of each month. Shares purchased begin earning dividends on
the Business Day following receipt of funds by the Transfer Agent. [Normally,
this will occur within two Business Days after an order is effective.] If any
capital gain is realized, substantially all of it will be distributed at least
annually.

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

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

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

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

CUSTODIAN

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

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following is a description of some permitted investments for the Portfolios,
and the associated risk factors:

17
<PAGE>

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

Government Pass-Through Securities: These are securities that are issued or
- - ----------------------------------
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are GNMA, FNMA and FHLMC. FNMA and FHLMC obligations are not backed
by the full faith and credit of the U.S. Government as GNMA certificates are,
but FNMA and FHLMC securities are supported by the instrumentalities' right to
borrow from the U.S. Treasury. GNMA, FNMA and FHLMC each guarantees timely
distributions of interest to certificate holders. GNMA and FNMA also each
guarantees timely distributions of scheduled principal. FHLMC has in the past
guaranteed only the ultimate collection of principal of the underlying mortgage
loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCS)
which also guarantee timely payment of monthly principal reductions. Government
and private guarantees do not extend to the securities' value, which is likely
to vary inversely with fluctuations in interest rates. The Portfolios will not
invest in any mortgage-backed securities (including ARMS, CMOs and SMBs, as
defined below) other than those issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

Adjustable Rate Mortgage Securities ("ARMS"): ARMS are a form of pass-through
- - ---------------------------------------------
security representing interests in pools of mortgage loans whose interest rates
are adjusted from time to time. The adjustments usually are determined in
accordance with a predetermined interest rate index and may be subject to
certain limits. While the value of ARMS, like other debt securities, generally
vary inversely with changes in market interest rates (increasing in value during
periods of declining interest rates and decreasing in value during periods of
increasing interest rates), the values of ARMS should generally be more
resistant to price swings than other debt securities because the interest rates
of ARMS move with market interest rates. The adjustable rate feature of ARMS
will not, however, eliminate fluctuations in the prices of ARMS, particularly
during periods of extreme fluctuations in interest rates. Also, since many
adjustable rate mortgages only reset on an annual basis, it can be

18
<PAGE>

expected that the prices of ARMS will fluctuate to the extent that changes in
prevailing interests rates are not immediately reflected in the interest rates
payable on the underlying adjustable rate mortgages.

CMOs: CMOs are debt obligations or multiclass pass-through certificates issued
- - ----
by agencies or instrumentalities of the U.S. Government. In a CMO, series of
bonds or certificates are usually issued in multiple classes. Principal and
interest paid on the underlying mortgage assets may be allocated among the
several classes of a series of a CMO in a variety of ways. Each class of a CMO,
often referred to as a "tranche," is issued with a specific fixed or floating
coupon rate and has a stated maturity or final distribution date. Principal
payments on the underlying mortgage assets may cause CMOs to be retired
substantially earlier then their stated maturities or final distribution dates,
resulting in a loss of all or part of any premium paid. The Portfolios will not
invest in CMO residual interests (i.e., claims on any excess cash flows
remaining after payments due all other CMO classes and administrative expenses
have been met).

Risk Factors: The market value of fixed income investments, including U.S.
- - ------------
Government Securities, will change in response to interest rate changes and
other factors. During periods of falling interest rates, the values of
outstanding fixed income securities generally rise. Conversely, during periods
of rising interest rates, the values of such securities generally decline.
Moreover, while securities with longer maturities tend to produce higher yields,
the prices of longer maturity securities are also subject to greater market
fluctuations as a result of changes in interest rates. Changes in the value of
Portfolios securities will not affect cash income derived from these securities
but will affect the Portfolios's net asset value.

Due to the possibility of prepayments of the underlying mortgage instruments,
mortgage-backed securities generally do not have a known maturity. In the
absence of a known maturity, market participants generally refer to an estimated
average life. An average life estimate is a function of an assumption regarding
anticipated prepayment patterns, based upon current interest rates, current
conditions in the relevant housing markets and other factors. The assumption is
necessarily subjective, and thus different market participants can produce
different average life estimates with regard to the same security. There can be
no assurance that estimated average life will be a security's actual average
life.

ILLIQUID SECURITIES - Illiquid securities are securities that cannot be disposed
of within seven business days at approximately the price at which they are being
carried on a Portfolio's books. An illiquid security includes a demand
instrument with a demand notice period exceeding seven days, where there is no
secondary market for such security, and repurchase agreements with a remaining
term to maturity in excess of 7 days.

INVESTMENT COMPANY SECURITIES - Each Portfolio may invest up to 10% of its
total assets in the securities of other open-end investment companies that
invest solely in Type I Securities and repurchase agreements fully secured by
Type I Securities. A Portfolio's purchase of investment company securities will
result in a layering of expenses.

19
<PAGE>

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

REVERSE REPURCHASE AGREEMENTS - Reverse repurchase agreements are agreements by
which a Portfolio sells securities to financial institutions and simultaneously
agrees to repurchase those securities at a mutually agreed-upon date and price.
At the time a Portfolio enters into a reverse repurchase agreement, the
Portfolio will place liquid assets having a value equal to the repurchase price
in a segregated custodial account and monitor this account to ensure equivalent
value is maintained. Reverse repurchase agreements involve the risk that the
market value of securities sold by the Portfolio may decline below the price at
which the Portfolio is obligated to repurchase the securities. Reverse
repurchase agreements are considered to be borrowings by the Portfolio under the
1940 Act.

SHORT SALES AGAINST-THE-BOX - The Portfolios may make short sales "against-the-
box" for the purpose of deferring realization of gain or loss for federal income
tax purposes and for the purpose of hedging against an anticipated decline in
the value of the underlying securities. A short sale "against-the-box" is a
short sale in which the Portfolio owns or has the right to obtain without
payment of additional consideration an equal amount of the same type of
securities sold short.

VARIABLE AND FLOATING RATE INSTRUMENTS - Certain obligations may carry variable
or floating rates of interest, and may involve a conditional or unconditional
demand feature. Such instruments bear interest at rates which are not fixed,
but which vary with changes in specified market rates or indices. The interest
rates on these securities may be reset daily, weekly, quarterly or some other
reset period, and may have a floor or ceiling on interest rate changes. There
is a risk that the current interest rate on such obligations may not accurately
reflect existing market interest rates. A demand instrument with a demand
notice exceeding seven days may be considered illiquid if there is no secondary
market for such security.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES - When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
The Portfolios will maintain with the Custodian a separate account with liquid
high grade debt securities or cash in an amount at least equal to these
commitments. The interest rate realized on these securities is fixed as of the
purchase date and no interest accrues to the Portfolios before settlement.
These securities are subject to market fluctuation due to changes in market
interest

20
<PAGE>

rates and it is possible that the market value at the time of settlement could
be higher or lower than the purchase price if the general level of interest
rates has changed.

21
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY................................................................. 2
EXPENSE SUMMARY......................................................... 4
THE FUND AND THE PORTFOLIOS............................................. 5
INVESTMENT OBJECTIVES AND POLICIES...................................... 5
INVESTMENT LIMITATIONS.................................................. 7
THE ADVISER............................................................. 7
THE MONEY MANAGERS...................................................... 7
THE ADMINISTRATOR....................................................... 9
SHAREHOLDER SERVICES.................................................... 9
THE TRANSFER AGENT...................................................... 9
THE DISTRIBUTOR......................................................... 9
PURCHASE AND REDEMPTION OF SHARES....................................... 10
PERFORMANCE............................................................. 12
TAXES................................................................... 13
GENERAL INFORMATION..................................................... 14
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS................... 16
</TABLE>
<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolios:
PINNACLE EXTENDED LIQUIDITY PORTFOLIO
PINNACLE SHORT DURATION PORTFOLIO
PINNACLE INTERMEDIATE DURATION PORTFOLIO

Adviser:
TRUST FOR COMMUNITY BANKS, L.P.

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FUND RESOURCES

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

___________, 19__
<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIOS:
Pinnacle Extended Liquidity Portfolio
Pinnacle Short Duration Portfolio
Pinnacle Intermediate Duration Portfolio

INVESTMENT ADVISER AND MONEY MANAGERS:
TCB, L.P.
Duff & Phelps Investment Management Co.
State Street Research & Management Company
Weiss, Peck & Greer, L.L.C.
Western Asset Management

This Statement of Additional Information is not a prospectus and relates only to
the Pinnacle Extended Liquidity Portfolio, the Pinnacle Short Duration Portfolio
and the Pinnacle Intermediate Duration Portfolio (each, a "Portfolio" and
together, the "Portfolios"). It is intended to provide additional information
regarding the activities and operations of The Advisors' Inner Circle Fund (the
"Fund") and the Portfolios and should be read in conjunction with the
Portfolios' Prospectus dated ___________, 1996. The Prospectus for the
Portfolios may be obtained by calling 1-800-932-7781.

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE FUND.............................................................. S - 2
DESCRIPTION OF PERMITTED INVESTMENTS.................................. S - 2
INVESTMENT LIMITATIONS................................................ S - 4
THE ADVISER........................................................... S - 5
THE MONEY MANAGERS.................................................... S - 6
THE ADMINISTRATOR..................................................... S - 6
THE DISTRIBUTOR....................................................... S - 8
TRUSTEES AND OFFICERS OF THE FUND..................................... S - 8
COMPUTATION OF YIELD AND TOTAL RETURN................................ S - 11
PURCHASE AND REDEMPTION OF SHARES.................................... S - 12
DETERMINATION OF NET ASSET VALUE..................................... S - 13
TAXES................................................................ S - 13
PORTFOLIO TRANSACTIONS............................................... S - 14
DESCRIPTION OF SHARES................................................ S - 16
SHAREHOLDER LIABILITY................................................ S - 16
LIMITATION OF TRUSTEES' LIABILITY.................................... S - 16
EXPERTS.............................................................. S - 16
</TABLE>

____________, 1996
<PAGE>

THE FUND

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

DESCRIPTION OF PERMITTED INVESTMENTS

The following sets forth certain information as a supplement to the "Investment
Objectives and Policies" and "Description of Permitted Investments and Risk
Factors" sections of the Prospectus.

HIGH RISK SECURITIES

Each Portfolio will not invest in securities which are considered "high risk"
under the supervisory policies of the Office of the Comptroller of the Currency
("OCC"). The Federal Financial Institutions Examination Council ("FFIEC")
supervisory policy was adopted by the OCC and currently sets forth the general
definition of high risk mortgage securities and several tests to determine
whether a particular security is a high risk security. In general, any mortgage
dervitive product that exhibits greater price volatility than a benchmark fixed
rate thirty-year mortgage-backed pass-through security will be deemed high risk.

INVESTMENT COMPANY SHARES

Each Portfolio may invest up to 10% of its total in shares of other investment
companies that invest solely in Type I Securities (as defined in the Prospectus)
and repurchase agreements related thereto. These investment companies typically
incur fees that are separate from those fees incurred directly by the
Portfolios. A Portfolio's purchase of such investment company securities
results in the layering of expenses, such that shareholders would indirectly
bear a proportionate share of the operating expenses of such investment
companies, including advisory fees, in addition to paying Portfolio expenses.
Under applicable regulations, a Portfolio is prohibited from acquiring the
securities of another investment company if, as a result of such acquisition:
(1) the Portfolio owns more than 3% of the total voting stock of the other
company; (2) securities issued by any one investment company represent more than
5% of the Portfolio's total assets; or (3)

S - 2
<PAGE>

securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Portfolio.

MORTGAGE-BACKED SECURITIES

The Portfolios may invest in other mortgage-backed securities, principally
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs"). CMOs are securities collateralized by mortgages, mortgage
pass-throughs, mortgage pay-through bonds (bonds representing an interest in a
pool of mortgages where the cash flow generated from the mortgage collateral
pool is dedicated to bond repayment), and mortgage-backed bonds (general
obligations of the issuers payable out of the issuers' general funds and
additionally secured by a first lien on a pool of single-family detached
properties).

Many CMOs are issued with a number of classes or series that have different
maturities and are retired in sequence. Investors purchasing such CMOs in the
shortest maturities receive or are credited with their pro rata portion of the
scheduled payments of interest and principal on the underlying mortgages plus
all unscheduled prepayments of principal up to a predetermined portion of the
total CMO obligation. Until that portion of such CMO obligation is repaid,
investors in the longer maturities receive interest only. Accordingly, the CMOs
in the longer maturity series are less likely than other mortgage pass-throughs
to be prepaid prior to their stated maturity. Although some of the mortgages
underlying CMOs may be supported by various types of insurance, and some CMOs
may be backed by GNMA certificates or other mortgage pass-throughs issued or
guaranteed by U.S. Government agencies or instrumentalities, the CMOs themselves
generally are not guaranteed.

REMICs, which were authorized under the Internal Revenue Code of 1986, as
amended (the "Code"), are private entities formed for the purpose of holding a
fixed pool of mortgages secured by an interest in real property. REMICs are a
form of CMO, and issue multiple classes of securities.

REPURCHASE AGREEMENTS

Each Portfolio may enter into repurchase agreements with primary securities
dealers recognized by the Federal Reserve Bank of New York or with national
member banks as defined in Section 3(d)(1) of the Federal Deposit Insurance Act,
as amended. A repurchase agreement will have an agreed-upon price (including
principal and interest) and an agreed-upon repurchase date within a number of
days (usually not more than seven) from the date of purchase. The resale price
reflects the purchase price plus an agreed-upon market rate of interest which is
unrelated to the coupon rate or maturity of the underlying security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the underlying
security.

S - 3
<PAGE>

The repurchase agreements entered into by the Portfolios will provide that the
underlying security at all times shall have a value at least equal to 100% of
the resale price stated in the agreement; the Adviser monitors compliance with
this requirement. Under all repurchase agreements entered into by a Portfolio,
the Custodian or its agent must take possession of the underlying collateral.
However, if the seller defaults, the Portfolio could realize a loss on the sale
of the underlying security to the extent that the proceeds of sale including
accrued interest are less than the resale price provided in the agreement
including interest. In addition, even though the Federal Bankruptcy Code
provides protection for proceedings, the Portfolio may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Portfolio is treated as an unsecured creditor and required to return the
underlying security to the seller's estate.

WHEN-ISSUED SECURITIES

Each Portfolio may purchase debt obligations on a when-issued basis, in which
case delivery and payment normally take place on a future date. The Portfolios
will make commitments to purchase obligations on a when-issued basis only with
the intention of actually acquiring the securities, but may sell them before the
settlement date. During the period prior to the settlement date, the securities
are subject to market fluctuation, and no interest accrues on the securities to
the purchaser. The payment obligation and the interest rate that will be
received on the securities at settlement are each fixed at the time the
purchaser enters into the commitment. Purchasing obligations on a when-issued
basis may be used as a form of leveraging because the purchaser may accept the
market risk prior to payment for the securities. The Portfolios, however, will
not use such purchases for leveraging; instead, as disclosed in the Prospectus,
a Portfolio will set aside assets to cover its commitments. If the value of
these assets declines, the Portfolio will place additional liquid assets aside
on a daily basis so that the value of the assets set aside is equal to the
amount of the commitment.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

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

Each Portfolio may not:

1. Acquire more than 10% of the voting securities of any one issuer.

S - 4
<PAGE>

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

3. Issue any class of senior security or sell any senior security of which it
is the issuer, except that the Portfolio may borrow from any bank, provided
that immediately after any such borrowing there is asset coverage of at
least 300% for all borrowings of the Portfolio, and further provided that,
to the extent that such borrowings exceed 5% of the Portfolio's total
assets, all borrowings shall be repaid before the Portfolio makes
additional investments. The term "senior security" shall not include any
temporary borrowings that do not exceed 5% of the value of the Portfolio's
total assets at the time the Portfolio makes such temporary borrowing. In
addition, investment strategies that either obligate the Portfolio to
purchase securities or require the Portfolio to segregate assets will not
be considered borrowings or senior securities. This investment limitation
shall not preclude the Portfolio from issuing multiple classes of shares in
reliance on SEC rules or orders.

4. Make loans if, as a result, more than 33 1/3% of its total assets would be
to other parties, except that the Portfolio may (i) purchase or hold debt
instruments in accordance with its investment objective and policies; (ii)
enter into repurchase agreements; and (iii) lend its securities.

5. Purchase or sell real estate, real estate limited partnership interests,
physical commodities or commodities contracts except that the Portfolio may
purchase commodities contracts relating to financial instruments, such as
financial futures contracts and options on such contracts.

6. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling the Portfolio security.

7. Purchase securities of other investment companies except as permitted by
the Investment Company Act of 1940, as amended (the "1940 Act") and the
rules and regulations thereunder.

8. Acquire any securities of companies in one industry if, as a result of such
acquisition, more than 25% of the value of the Portfolio's total assets
would be invested in securities of companies within such industry;
provided, however, that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

NON-FUNDAMENTAL POLICIES

The following investment limitation of the Portfolio is non-fundamental and may
be changed by the Fund's Board of Trustees without shareholder approval:

S - 5
<PAGE>

1. The Portfolio may not invest in illiquid securities in an amount exceeding,
in the aggregate, 15% of the Portfolio's assets.

The foregoing percentage will apply at the time of the purchase of a security.

Except with respect to each Portfolio's policy concerning borrowing and illiquid
securities, if a percentage restriction is adhered to at the time of an
investment, a later increase or decrease in percentage resulting from changes in
values or assets will not constitute a violation of such restriction.

THE ADVISER

The Fund and TCB, L.P. (the "Adviser") have entered into an advisory agreement
dated _________, 199_ (the "Advisory Agreement"). The Advisory Agreement
provides that the Adviser shall not be protected against any liability to the
Fund or its shareholders by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its obligations or duties thereunder.

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

For the fiscal year ended October 31, 1996, the Portfolios did not commence
operations and therefore did not pay advisory fees.

THE MONEY MANAGERS

Duff & Phelps Investment Management Co.; State Street Research & Management
Company; Weiss, Peck & Greer, L.L.C.; and Western Asset Management, investment
sub-advisers for the Portfolios (each a "Money Manager") have each entered into
separate sub-advisory agreements (each a "Sub-Advisory Agreement") with the
Adviser. Duff & Phelps Investment Management Co. serves as Money Manager of the
Extended Liquidity and Short Duration Portfolios; State Street Research &
Management Company serves as Money Manager of the Short Duration and
Intermediate Duration Portfolios; and Weiss, Peck & Greer, L.L.C. and Western
Asset Management serve as Money Managers of the each Portfolio. Each Sub-
Advisory Agreement provides that each Money Manager shall not be protected
against any liability to the Fund or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard of its obligations or duties thereunder.

S - 6
<PAGE>

The continuance of each Sub-Advisory Agreement, after 2 years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. Each Sub-Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Fund or, with
respect to a Portfolio by a majority of the outstanding shares of that
Portfolio, on not less than 30 days' nor more than 60 days' written notice to
the Money Manager, or by the Money Manager on 90 days' written notice to the
Fund.

For the fiscal year ended October 31, 1996, the Portfolios did not commence
operations and therefore did not pay sub-advisory fees.

THE ADMINISTRATOR

The Administration Agreement provides that SEI Fund Resources (the
"Administrator") shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Portfolios in connection with the matters to
which the Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Administrator in
the performance of its duties or from reckless disregard of its duties and
obligations thereunder.

The Administration Agreement shall remain effective for the initial term of the
Agreement and each renewal term thereof unless earlier terminated (a) by the
mutual written agreement of the parties; (b) by either party of the
Administration Agreement on 90 days' written notice, as of the end of the
initial term or the end of any renewal term; (c) by either party of the
Administration Agreement on such date as is specified in written notice given by
the terminating party, in the event of a material breach of the Administration
Agreement by the other party, provided the terminating party has notified the
other party of such breach at least 45 days' prior to the specified date of
termination and the breaching party has not remedied such breach by the
specified date; (d) effective upon the liquidation of the Administrator; or (e)
as to a Portfolio or the Fund, effective upon the liquidation of the Portfolio
or the Fund, as the case may be.

The Administrator, a Delaware business trust, has its principal business offices
at 530 East Swedesford Road, Wayne, Pennsylvania 19087-1658. SEI Financial
Management Corporation ("SFM"), a wholly-owned subsidiary of SEI Corporation, is
the owner of all beneficial interest in the Administrator. SEI and its
subsidiaries and affiliates, including the Administrator, are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors, and
money managers. The Administrator and its affiliates also serve as
administrator or manager to the following other mutual funds: The Achievement
Funds Trust, The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc.,
CrestFunds, Inc., CUFUND, FMB Funds, Inc., First American Funds, Inc., First
American Investment Funds, Inc., Marquis Funds(R), Monitor Funds, Morgan
Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Profit Funds
Investment Trust, Rembrandt Funds(R), Santa Barbara Group of Mutual Funds, Inc.,
1784 Funds(R), SEI Asset Allocation Trust, SEI Daily

S - 7
<PAGE>

Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI International Trust, SEI Liquid Asset Trust,
SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds, STI Classic Variable
Trust and Turner Funds.

The Administrator will not be required to bear expenses of any Fund to an extent
which would result in the Fund's inability to qualify as a regulated investment
company under provisions of the Internal Revenue Code. The term "expenses" is
defined in such laws or regulations, and generally excludes brokerage
commissions, distribution expenses, taxes, interest and extraordinary expenses.

For the fiscal year ended October 31, 1996, the Portfolios did not commence
operations and therefore did not pay administration fees.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of
SEI, and the Fund are parties to a distribution agreement (the "Distribution
Agreement"). The Distributor will not receive compensation for distribution of
shares of the Portfolio.

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

For the fiscal year ended October 31, 1996, the Portfolios did not commence
operations and therefore did not pay distribution fees.

TRUSTEES AND OFFICERS OF THE FUND

The Trustees and executive officers of the Fund, their respective dates of birth
and their principal occupations for the last five years are set forth below.
Each may have held other positions with the named companies during that period.
Unless otherwise noted, the business address of each Trustee and executive
officer is SEI Financial Management Corporation, 680 East Swedesford Road,
Wayne, Pennsylvania 19087-1658. Certain officers of the Fund also serve as
officers of The Achievement Funds Trust, The Arbor Fund, ARK Funds, Bishop
Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, First American Funds,
Inc., First American Investment Funds, Inc., FMB Funds, Inc., Marquis Funds(R),
Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The
Pillar Funds, Profit Funds Investment Trust, Rembrandt Funds(R), Santa Barbara
Group of Mutual Funds, Inc., 1784 Funds(R), SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Institutional Managed Trust, SEI International Trust,
SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds, STI Classic Variable
Trust, SEI Liquid Asset Trust, SEI

S - 8
<PAGE>

Index Funds, SEI Institutional Investments Trust and Turner Funds, open-end
management investment companies which are managed by SEI Financial Management
Corporation and with the exception of Rembrandt Funds, are distributed by SEI
Financial Services Company.

ROBERT A. NESHER (DOB 08/17/46) -- Chairman of the Board of Trustees* -- Retired
since 1994. Executive Vice President of SEI, 1986-1994. Director and Executive
Vice President of the Administrator and the Distributor, 1981-1994. Trustee of
the Arbor Fund, Marquis Funds(R), Advisors' Inner Circle Fund, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI International Trust, SEI Institutional Investments Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, Insurance Investment Products Trust,
1784 Funds(R), Pillar Funds, Rembrandt Funds, and Stepstone Funds.

JOHN T. COONEY (DOB 01/20/27) -- Trustee** -- 569 N. Post Oak Lane, Houston, TX
77024. Retired since 1992. Formerly Vice Chairman of Ameritrust Texas N.A.,
1989-1992, and MTrust Corp., 1985-1989. Trustee of the Arbor Fund, Marquis
Funds(R), and Advisors' Inner Circle Fund.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* - 2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius (law firm), counsel to
the Trust, Administrator and Distributor, Director and Secretary of SEI.
Trustee of the Arbor Fund, SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, SEI Asset Allocation Trust, SEI Institutional Investments
Trust, Insurance Investment Products Trust, The Advisors' Inner Circle Fund, and
Marquis Funds(R).

FRANK E. MORRIS (DOB 12/30/23) -- Trustee** -- 105 Walpole Street, Dover, MA
02030. Retired since 1990. Peter Drucker Professor of Management, Boston
College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988.
Trustee of The Arbor Fund, Marquis Funds(R), Advisors' Inner Circle Fund, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Managed Trust, SEI International Trust, Insurance
Investment Products Trust, SEI Asset Allocation Trust and SEI Institutional
Investments Trust.

ROBERT A. PATTERSON (DOB 11/05/27) -- Trustee** -- 208 Old Main, University
Park, PA 16802. Pennsylvania State University, Senior Vice President, Treasurer
(Emeritus). Financial and Investment Consultant, Professor of Transportation
(1984-present). Vice President-Investments, Treasurer, Senior Vice President
(Emeritus) (1982-1984). Director, Pennsylvania Research Corp.; Member and
Treasurer, Board of Trustees of Grove City College. Trustee of the Arbor Fund,
Marquis Funds(R), and Advisors' Inner Circle Fund.

GENE PETERS (DOB 06/03/29)--- Trustee** -- 943 Oblong Road, Williamstown, MA
01267. Private investor from 1987 to present. Vice President and Chief
Financial Officer, Western Company of North America (petroleum service company)
(1980-1986). President of

S - 9
<PAGE>

Gene Peters and Associates (import company) (1978-1980). President and Chief
Executive Officer of Jos. Schlitz Brewing Company before 1978. Trustee of the
Arbor Fund, Marquis Funds(R) and Advisors' Inner Circle Fund.

JAMES M. STOREY (DOB 04/12/31) -- Trustee -- Partner, Dechert Price & Rhoads,
from September 1987 - December 1993; Trustee of the Arbor Fund, Marquis
Funds(R), Advisors' Inner Circle Fund, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust,
SEI International Trust, Insurance Investment Products Trust, SEI Asset
Allocation Trust, and SEI Institutional Investments Trust.

DAVID G. LEE (DOB 04/16/52) -- President and Chief Executive Officer -- Senior
Vice President of the administrator and distributor since 1993. Vice President
of the administrator and distributor, 1991-1993. President, GW Sierra Trust
Funds before 1991.

SANDRA K. ORLOW (DOB 10/18/53) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of the administrator and distributor since
1988.

KEVIN P. ROBINS (DOB 04/15/61) -- Vice President and Assistant Secretary --
Senior Vice President, General Counsel and Assistant Secretary of SEI, Senior
Vice President, General Counsel and Secretary of the administrator and
distributor since 1994. Vice President and Assistant Secretary of SEI, the
administrator and distributor, 1992-1994. Associate, Morgan, Lewis & Bockius
LLP (law firm), 1988-1992.

RICHARD W. GRANT (DOB 10/25/45) -- Secretary -- 2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, administrator and distributor.

KATHRYN L. STANTON (DOB 11/19/58) -- Vice President and Assistant Secretary,
Deputy General Counsel, Vice President and Assistant Secretary of SEI, Vice
President and Assistant Secretary of the administrator and distributor since
1994. Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-1994.

JOSEPH P. LYDON (DOB 09/27/59)-- Vice President and Assistant Secretary --
Director, Business Administration of Fund Resources, April 1995. Vice
President, Fund Group, Dremen Value Management, LP, President Dremen Financial
Services, Inc. prior to 1995.

STEPHEN G. MEYER (DOB 07/12/65) -- Controller, Chief Financial Officer-Vice
President and Controller of SEI Fund Resources since 1995. Director, Internal
Audit and Risk Management, SEI Corporation, 1992-1995. Senior Associate,
Coopers and Lybrand, 1990-1992.

TODD B. CIPPERMAN (DOB 01/14/66) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI, the administrator and the
distributor since 1995.

S - 10
<PAGE>

Associate, Dewey Ballantine (law firm) (1994-1995). Associate, Winston & Strawn
(law firm) (1991-1994).

BARBARA A. NUGENT (DOB 06/18/56) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI, the administrator and distributor
since 1996. Associate, Drinker Biddle & Reath (law firm) (1994-1996).
Assistant Vice President/Administration, Delaware Service Company, Inc. (1992-
1993); Assistant Vice President - Operations of Delaware Service Company, Inc.
(1988-1992).

MARC H. CAHN (DOB 06/19/57) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of SEI, the administrator and distributor
since 1996. Associate General Counsel, Barclays Bank PLC (1995-1996). ERISA
counsel, First Fidelity Bancorporation (1994-1995), Associate, Morgan, Lewis &
Bockius LLP (1989-1994).

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

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

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

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

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

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

<S> <C> <C> <C> <C>
John T. Cooney $9,429.84 N/A N/A $9,429.84 for
services on 1 board
- - ------------------------------------------------------------------------------------------------------------------------------------

Frank E. Morris $9,429.84 N/A N/A $9,429.84 for
services on 1 board
- - ------------------------------------------------------------------------------------------------------------------------------------

Robert Patterson $9,429.84 N/A N/A $9,429.84 for
services on 1 board
- - ------------------------------------------------------------------------------------------------------------------------------------

Eugene B. Peters $9,429.84 N/A N/A $9,429.84 for
services on 1 board
- - ------------------------------------------------------------------------------------------------------------------------------------

James M. Storey, Esq. $9,429.84 N/A N/A $9,429.84 for
services on 1 board
- - ------------------------------------------------------------------------------------------------------------------------------------

William M. Doran, Esq. $0 N/A N/A $0 for services on 1

board
- - ------------------------------------------------------------------------------------------------------------------------------------

Robert A. Nesher $0 N/A N/A $0 for services on 1

board
====================================================================================================================================

</TABLE>

S - 11
<PAGE>

* For purposes of this table, the Fund Complex consists of only the Fund.

COMPUTATION OF YIELD AND TOTAL RETURN

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

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

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

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the Distributor on a day on which
both the New York Stock Exchange and the Federal Reserve wire system are open
for business. Shares of the Portfolio are offered on a continuous basis.

It is currently the Fund's policy to pay all redemptions in cash. The Fund
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by a Portfolio in
lieu of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions. The Fund has filed an
exemptive application with the Securities and Exchange Commission (the "SEC"),
which, if granted would permit the Fund to make in-kind redemptions to those
shareholders that are affiliated with the Portfolios solely by their ownership
of a certain percentage of the Portfolios. There is no assurance the SEC will
grant such exemptive relief.

The Fund reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is

S - 12
<PAGE>

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

DETERMINATION OF NET ASSET VALUE

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

TAXES

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

FEDERAL INCOME TAX

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

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

In order to qualify for treatment as a RIC under the Code, a Portfolio generally
must distribute annually to its shareholders at least 90% of its investment
company taxable income (generally, net investment income plus net short-term
capital gain) (the "Distribution Requirement") and also must meet several
additional requirements. Among these requirements are the following: (i) at
least 90% of the Portfolio's gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of stock or securities, or certain other income;
(ii) the Portfolio must derive less than 30% of its

S - 13
<PAGE>

gross income each taxable year from the sale or other disposition of stocks or
securities held for less than three months; (iii) at the close of each quarter
of the Portfolio's taxable year, at least 50% of the value of its total assets
must be represented by cash and cash items, U.S. Government securities,
securities of other RICs and other securities, with such other securities
limited, in respect to any one issuer, to an amount that does not exceed 5% of
the value of the Portfolio's assets and that does not represent more than 10% of
the outstanding voting securities of such issuer; and (iv) at the close of each
quarter of the Portfolio's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer or of two or more issuers which
the Portfolio controls and which are engaged in the same, similar or related
trades or businesses.

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

Any gain or loss recognized on a sale or redemption of shares of the Portfolios
by a non-exempt shareholder who is not a dealer in securities generally will be
treated as a long-term capital gain or loss if the shares have been held for
more than twelve months and otherwise generally will be treated as a short-term
capital gain or loss. If shares of a Portfolio on which a net capital gain
distribution has been received are subsequently sold or redeemed and such shares
have been held for six months or less, any loss recognized will be treated as a
long-term capital loss to the extent of the long-term capital gain distribution.

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

If a Portfolio fails to qualify as a RIC for any taxable year, it will be
subject to tax on its taxable income at regular corporate rates. In such an
event, all distributions from that Portfolio generally would be eligible for the
corporate dividend received deduction.

STATE TAXES

S - 14
<PAGE>

The Portfolios are not liable for any income or franchise tax in Massachusetts
if it qualifies as a RIC for federal income tax purposes. Portfolio
shareholders should consult with their tax advisers regarding the state and
local tax consequences of investments in the Portfolios.

PORTFOLIO TRANSACTIONS

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

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

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

S - 15
<PAGE>

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

The Portfolios are required to identify any securities of its "regular brokers
or dealers" (as such term is defined in the 1940 Act, which the Portfolios have
acquired during its most recent fiscal year. For the fiscal year ended October
31, 1996, the Portfolios did not commence operations.

The portfolio turnover rate for each portfolio is estimated to be 300%.

DESCRIPTION OF SHARES

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

SHAREHOLDER LIABILITY

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

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or
her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Fund will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Fund unless it is determined in the manner

S - 16
<PAGE>

provided in the Declaration of Trust that they have not acted in good faith in
the reasonable belief that their actions were in the best interests of the Fund.
However, nothing in the Declaration of Trust shall protect or indemnify a
Trustee against any liability for his or her willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties.

EXPERTS

Arthur Andersen LLP serves as independent public accountants to the Fund.

S - 17
<PAGE>

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits:

(a) Financial Statements

none.

(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.

(1)(a) Registrant's Amendment No. 1 to the Agreement and Declaration
of Trust dated December 2, 1996 is filed herewith.

(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.

(2)(a) Registrant's Amended and Restated By-Laws are filed herewith.

(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 herein
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, 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 herein by reference to Post-Effective Amendment
No. 24 filed on February 28, 1996.

C-1
<PAGE>

(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 herein 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 herein 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 herein by reference to Post-Effective Amendment No.
17 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on
September 19, 1994.

(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 herein by reference to Post-
Effective Amendment No. 24 filed on February 28, 1996.

(5)(h) Form of Investment Advisory Agreement between Registrant and CRA
Real Estate Securities L.P. with respect to the CRA Realty Shares
Portfolio is incorporated herein by reference to Post-Effective
Amendment No. 26 to Registrant's Registration Statement on Form N-
1A (File No. 33-42484), filed with the Securities and Exchange
Commission on October 15, 1996.

(5)(i) Form of Investment Advisory Agreement between Registrant and Trust
for Community Banks, L.P. with respect to the Pinnacle Extended
Liquidity Portfolio, Pinnacle Short Duration Portfolio and
Pinnacle Intermediate Duration Portfolio is filed herewith.

(5)(j) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and Duff & Phelps Investment Management Co.
with respect to the Pinnacle Extended Liquidity Portfolio and
Pinnacle Short Duration Portfolio is filed herewith.

(5)(k) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and State Street Research & Management
Company with respect to the Pinnacle Short Duration Portfolio and
Pinnacle Intermediate Duration Portfolio is filed herewith.

(5)(l) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and Weiss, Peck & Greer, L.L.C. with respect
to the Pinnacle Extended Liquidity Portfolio, Pinnacle Short
Duration Portfolio and Pinnacle Intermediate Duration Portfolio is
filed herewith.

(5)(m) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and Western Asset Management with respect to
the Pinnacle Extended

C-2
<PAGE>

Liquidity Portfolio, Pinnacle Short Duration Portfolio and
Pinnacle Intermediate Duration Portfolio is filed herewith.

(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 herein 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 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 herein by reference to Post-Effective
Amendment No. 24 filed on February 28, 1996.

(9)(a) Form of Schedule to Amended and Restated Administration Agreement
adding the CRA Realty Shares Portfolio is incorporated herein by
reference to Post-Effective Amendment No. 26 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed
with the Securities and Exchange Commission on October 15, 1996.

(9)(b) Form of Shareholder Service Plan and Agreement for the Class A
Shares of the CRA Realty Shares Portfolio is incorporated herein
by reference to Post-Effective Amendment No. 26 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed
with the Securities and Exchange Commission on October 15, 1996.

(9)(c) Form of Schedule to Amended and Restated Administration Agreement
adding the Pinnacle Extended Liquidity Portfolio, Pinnacle Short
Duration Portfolio and Pinnacle Intermediate Duration Portfolio is
filed herewith.
(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,

C-3
<PAGE>

1994 is incorporated herein 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 by reference 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 incorporated herein by reference to Post-
Effective Amendment No. 25, filed with the Securities and
Exchange Commission on August 16, 1996.

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"). SEI Financial Management Corporation a wholly-owned
subsidiary of SEI Corporation ("SEI"), is the owner of all beneficial
interest in SEI Fund Resources ("the Administrator"). SEI and its
subsidiaries and affiliates, including the Administrator, are leading
providers of funds evaluation services, trust accounting systems, and
brokerage and information services to financial institutions,
institutional investors, and money managers.

Item 26. Number of Holders of Securities as of December 2, 1996:
<TABLE>
<CAPTION>

Number of
Title of Class Record Holders
- - -------------- --------------
<S> <C>

Units of beneficial interest, without
par value-

Clover Capital Fixed Income Fund 278
Clover Capital Equity Value Fund 1,544
Clover Capital Small Cap Value Fund 159
White Oak Growth Stock Fund 809
Pin Oak Aggressive Stock Fund 604
HGK Fixed Income Fund 138
AIG Money Market Fund Class A 176
AIG Money Market Fund Class B 72
FMC Select Fund 17
CRA Realty Shares Portfolio N/A
Pinnacle Extended Liquidity Portfolio N/A
Pinnacle Short Duration Portfolio N/A

</TABLE>
C-4
<PAGE>

Pinnacle Intermediate Duration Portfolio N/A

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:

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.

C-5
<PAGE>

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).

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).

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).

CRA Real Estate Securities L.P.
-------------------------------
CRA Real Estate Securities L.P. is the investment adviser for the CRA
Realty Shares Portfolio. The principal address of CRA Real Estate
Securities L.P. is Suite 205, 259 Radnor-Chester Road, Radnor, PA 19087.

The list required by this Item 28 of general partners of CRA Real Estate
Securities L.P., 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 CRA Real Estate
Securities L.P. under the Advisers Act of 1940 (SEC File No. 801-49083).

C-6
<PAGE>

Trust for Community Banks, L.P.
-------------------------------

Trust for Community Banks, L.P. is the investment adviser for the
Pinnacle Extended Liquidity Portfolio, Pinnacle Short Duration Portfolio
and Pinnacle Intermediate Term Portfolio. The principal address of Trust
for Community Banks, L.P. is 800 Laurel Oak Drive, Suite 200, Naples, FL
34108.
<TABLE>
<CAPTION>

Name and Position with Connection with Other
Investment Advisor Name of Other Company Company
--------------------- --------------------- ----------------
<S> <C> <C>
L. Edward Baker, principal of Summit Investment Majority Shareholder
General Partner Advisors, Inc.

James F. Nolan, principal of -- --
General Partner
</TABLE>

Duff & Phelps Investment Management Co.
---------------------------------------
Duff & Phelps Investment Management Co. is the investment sub-adviser for
the Pinnacle Extended Liquidity Portfolio and Pinnacle Short Duration
Portfolio. The principal address of Duff & Phelps Investment Management
Co. is 55 East Monroe, Chicago, IL 60603.

The list required by this Item 28 of general partners of Duff & Phelps
Investment Management 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 Duff
& Phelps Investment Management Co. under the Advisers Act of 1940 (SEC
File No. 801- 14813).

State Street Research & Management Company
------------------------------------------
State Street Research & Management Company is the investment sub-adviser
for the Pinnacle Short Duration Portfolio and Pinnacle Intermediate
Duration Portfolio. The principal address of State Street Research &
Management Company is One Financial Center, Boston, MA 02111.

The list required by this Item 28 of general partners of State Street
Research & Management Company, 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 State
Street Research & Management Company under the Advisers Act of 1940 (SEC
File No. 801- 18538).

Weiss, Peck & Greer, L.L.C.
---------------------------
Weiss, Peck & Greer, L.L.C. is the investment sub-adviser for the
Pinnacle Extended Liquidity Portfolio, Pinnacle Short Duration Portfolio
and Pinnacle Intermediate Duration Portfolio. The principal address of
Weiss, Peck & Greer, L.L.C. is One New York Plaza, New York, NY 10004.

The list required by this Item 28 of general partners of Weiss, Peck &
Greer, L.L.C., together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in

C-7
<PAGE>

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
Weiss, Peck & Greer under the Advisers Act of 1940 (SEC File
No. 801-6604).

Western Asset Management
------------------------

Western Asset Management is the investment sub-adviser for the Pinnacle
Extended Liquidity Portfolio, Pinnacle Short Duration Portfolio and
Pinnacle Intermediate Duration Portfolio. The principal address of
Western Asset Management is 117 E. Colorado Blvd., Pasadena, CA 91105.

The list required by this Item 28 of general partners of Western Asset
Management, 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 Western Asset
Management under the Advisers Act of 1940 (SEC File No. 801-08162).

Item 29. Principal Underwriters:

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

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

<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The 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
Marquis Funds(R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
</TABLE>

C-8
<PAGE>

<TABLE>

<S> <C>
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
First American Strategy Funds, Inc. October 1, 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.

<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 --
Larry Hutchison Senior Vice President --
Steven Kramer Senior Vice President --
David G. Lee Senior Vice President President & Chief Executive Officer
William Madden Senior Vice President --
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore 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 Aller Vice President --
Marc H. Cahn Vice President & Assistant Secretary Vice President, Assistant Secretary
</TABLE>

C-9
<PAGE>

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
---- ---------------- ---------------
<S> <C> <C>

Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President, Assistant Secretary
Robert Crudup Vice President & Managing Director --
Ed Daly Vice President --
Jeff Drennen Vice President --
Mick Duncan Vice President and Team Leader --
Vic Galef Vice President & Managing Director --
Kathy Heilig Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
Donald H. Korytowski Vice President --
John Krzeminski Vice President & Managing Director --
Robert S. Ludwig Vice President and Team Leader --
Vicki Malloy Vice President and Team Leader --
Carolyn McLaurin Vice President & Managing Director --
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
Donald Pepin Vice President & Managing Director --
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President, Assistant Secretary
Wayne M. Withrow Vice President & Managing Director --
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>

Item 30. Location of Accounts and Records:

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

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

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

C-10
<PAGE>

(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 Fund Resources
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:

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

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

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 10022-7022

CRA Real Estate Securities L.P.
Suite 205
259 Radnor-Chester Road
Radnor, PA 19087

Trust for Community Banks, L.P.
800 Laurel Oak Drive, Suite 200
Naples, FL 34108

C-11
<PAGE>

Duff & Phelps Investment Management Co.
55 East Monroe
Chicago, IL 60603

State Street Research & Management Company
One Financial Center
Boston, MA 02111

Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004

Western Asset Management
117 E. Colorado Blvd.
Pasadena, CA 91105

Item 31. Management Services: None.

Item 32. Undertakings:

Registrant hereby undertakes to file a post-effective amendment,
using financial statements with respect to the Pinnacle Extended
Liquidity Portfolio, Pinnacle Short Duration Portfolio and Pinnacle
Intermediate Portfolio, which need not be certified, within four to six
months from the effective date of this Post-Effective Amendment No. 27.

Registrant hereby undertakes to file a post-effective amendment,
using financial statements with respect to the CRA Realty Shares
Portfolio which need not be certified, within four to six months from the
effective date of Post-Effective Amendment No. 26.

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 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

C-12
<PAGE>

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-13
<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-14
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it 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 13th day of December, 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 December 13, 1996
-------------------------
John Cooney

* Trustee December 13, 1996
-------------------------
William M. Doran

* Trustee December 13, 1996
-------------------------
Frank E. Morris

* Trustee December 13, 1996
-------------------------
Robert A. Nesher

* Trustee December 13, 1996
-------------------------
Robert A. Patterson

* Trustee December 13, 1996
-------------------------
Eugene Peters

* Trustee December 13, 1996
-------------------------
James M. Storey

/s/ David G. Lee President & December 13, 1996
------------------------- Chief Executive Officer
David G. Lee

/s/ Stephen G. Meyer Controller & December 13, 1996
------------------------- Chief Financial Officer
Stephen G. Meyer

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

C-15
<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No. and Description
---------------------------
<C> <S>

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.B1(a) Registrant's Amendment No. 1 to the Agreement and Declaration of
Trust dated December 2, 1996 is filed herewith.
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.B2(a) Registrant's Amended and Restated By-Laws are filed
herewith.
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 herein 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
</TABLE>

C-16
<PAGE>

Exhibit No. and Description
---------------------------
<S> <C>

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 herein by 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 herein
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 herein 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 herein by reference to Post-Effective
Amendment No. 17 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on September 19, 1994.
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 herein by
reference to Post-Effective Amendment No. 24 filed on
February 28, 1996.
EX-99.B5(h) Form of Investment Advisory Agreement between Registrant and
CRA Real Estate Securities L.P. with respect to the CRA
Realty Shares Portfolio is incorporated herein by reference to
Post-Effective Amendment No. 26 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on October 15, 1996.
</TABLE>
C-17
<PAGE>

Exhibit No. and Description
---------------------------
<C> <S>

EX-99.B5(i) Form of Investment Advisory Agreement between Registrant and
Trust for Community Banks, L.P. with respect to the Pinnacle
Extended Liquidity Portfolio, Pinnacle Short Duration
Portfolio and Pinnacle Intermediate Duration Portfolio is
filed herewith.
EX-99.B5(j) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and Duff & Phelps Investment Management
Co. with respect to the Pinnacle Extended Liquidity Portfolio
and Pinnacle Short Duration Portfolio is filed herewith.
EX-99.B5(k) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and State Street Research & Management
Company with respect to the Pinnacle Short Duration
Portfolio and Pinnacle Intermediate Duration Portfolio is
filed herewith.
EX-99.B5(l) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and Weiss, Peck & Greer, L.L.C., with
respect to the Pinnacle Extended Liquidity Portfolio,
Pinnacle Short Duration Portfolio and Pinnacle Intermediate
Duration Portfolio is filed herewith.
EX-99.B5(m) Form of Investment Sub-Advisory Agreement between Trust for
Community Banks, L.P. and Western Asset Management with
respect to the Pinnacle Extended Liquidity Portfolio,
Pinnacle Short Duration Portfolio and Pinnacle Intermediate
Duration Portfolio is filed herewith.
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.
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
</TABLE>

C-18
<PAGE>

Exhibit No. and Description
---------------------------
<C> <S>

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 herein by reference to Post-
Effective Amendment No. 24 filed on February 28, 1996.
EX-99.B9(a) Form of Schedule to Amended and Restated Administration
Agreement adding the CRA Realty Shares Portfolio is
incorporated herein by reference to Post-Effective Amendment
No. 26 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange
Commission on October 15, 1996.
EX-99.B9(b) Form of Shareholder Service Plan and Agreement for the Class
A Shares of the CRA Realty Shares Portfolio is incorporated
herein by reference to Post-Effective Amendment No. 26 to
Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission
on October 15, 1996.
EX-99.B9(c) Form of Schedule to Amended and Restated Administration
Agreement adding the Pinnacle Extended Liquidity Portfolio,
Pinnacle Short Duration Portfolio and Pinnacle Intermediate
Duration Portfolio is filed herewith.
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
</TABLE>

C-19
<PAGE>

Exhibit No. and Description
---------------------------
<C> <S>

Commission on September 19, 1994 is incorporated herein 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 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 by reference 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 incorporated herein by reference to Post-
Effective Amendment No. 25, filed with the Securities and
Exchange Commission on August 16, 1996.
</TABLE>

<PAGE>

EX-99.B1(a)

THE ADVISORS' INNER CIRCLE FUND
AMENDMENT NO. 1 TO
AGREEMENT AND DECLARATION OF TRUST

The undersigned being the Assistant Secretary of The Advisors' Inner Circle
Fund (the "Trust") a Massachusetts business trust, does hereby certify that the
Board of Trustees of the Trust at a meeting held on November 11, 1996, duly
adopted an amendment to the Trust's Agreement and Declaration of Trust which
inserts a new Section 7 under Article IV, as follows:

Reorganization
- - --------------

Any one or more series created on or after November 11, 1996 may, either as
the successor, survivor or non-survivor, (1) consolidate or merge with one or
more other trusts, partnerships, associations or corporations, including any
series or class thereof, organized under the laws of the Commonwealth of
Massachusetts or any other state of the United States; or (2) transfer a
substantial portion of its assets to one or more other trusts, partnerships,
associations or corporations, including any series or class thereof, organized
under the laws of the Commonwealth of Massachusetts or any other state of the
United States, any such consolidation, merger or transfer to be upon such terms
and conditions as are specified in an agreement and plan or reorganization
authorized and approved by the Trustees and entered into by the relevant series
in connection therewith. Any such consolidation, merger or transfer may be
authorized by vote of a majority of the Trustees then in office without the
approval of shareholders of any series."

IN WITNESS WHEREOF, this Certificate is signed this 2nd day of December,
1996.

THE ADVISORS' INNER CIRCLE FUND

/s/ John H. Grady, Jr.
--------------------------------
John H. Grady, Jr.
Assistant Secretary

<PAGE>

EX-99.B2(a)

BY-LAWS

THE ADVISORS' INNER CIRCLE FUND

Section 1. Agreement and Declaration of Trust and
Principal Office

1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to the
-----------------------------------
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of The Advisors' Inner Circle Fund, a
Massachusetts business trust established by the Declaration of Trust (the
"Trust").

1.2 Principal Office of the Trust. The principal office of the Trust shall be
------------------------------
located in Boston, Massachusetts.

Section 2. Shareholders

2.1 Annual Meeting. The Trust will not hold annual meetings of the
---------------
shareholders.

2.2 Special Meetings. A special meeting of the shareholders may be called at
-----------------
any time by the Trustees, by the president or, if the Trustees and the
president shall fail to call any meeting of shareholders for a period of 30
days after written application of one or more shareholders who hold at
least 25% of all shares issued and outstanding and entitled to vote at the
meeting, then such shareholders may call such meeting. Each call of a
meeting shall state the place, date, hour and purposes of the meeting.

2.3 Place of Meetings. All meetings of the shareholders shall be held at such
------------------
place within the United States as shall be designated by the Trustees or
the president of the Trust.

2.4 Notice of Meetings. A written notice of each meeting of shareholders,
-------------------
stating the place, date and hour and the purposes of the meeting, shall be
given at least seven days before the meeting to each shareholder entitled
to vote thereat by leaving such notice with him or at his residence or
usual place of business or by mailing it, postage prepaid, and addressed to
such shareholder
<PAGE>

at his address as it appears in the records of the Trust. Such notice shall
be given by the secretary or an assistant secretary or by an officer
designated by the Trustees. No notice of any meeting of shareholders need
be given to a shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto duly
authorized, is filed with the records of the meeting.

2.5 Ballots. No ballot shall be required for any election unless requested by
--------
a shareholder present or represented at the meeting and entitled to vote in
the election.

2.6 Proxies. Shareholders entitled to vote may vote either in person or by
--------
proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being voted.
Unless otherwise specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such meeting but
shall not be valid after the final adjournment of such meeting.

Section 3. Trustees

3.1 Committees and Advisory Board. The Trustees may appoint from their number
------------------------------
an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to consist of not less
than two nor more than five members. The members of the advisory board
shall be compensated in such manner as the Trustees may determine and shall
confer with and advise the Trustees regarding the investments and other
affairs of the Trust. Each member of the advisory board shall hold office
until the first meeting of the Trustees following the next annual meeting
of the shareholders and until his successor is elected and qualified, or
until he sooner dies, resigns, is removed, or becomes disqualified, or
until the advisory board is sooner abolished by the Trustees.

3.2 Regular Meetings. Regular meetings of the Trustees may be held without
-----------------
call or notice at such places and at such times as the Trustees may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees. A
regular meeting of the Trustees may be held without call or notice
immediately after and at the same place as the annual meeting of the
shareholders.

3.3 Special Meetings. Special meetings of the Trustees may be held at any time
-----------------
<PAGE>

and at any place designated in the call of the meeting, when called by the
Chairman of the Board, the president or the treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the
secretary or an assistant secretary or by the officer or one of the
Trustees calling the meeting.

3.4 Notice. It shall be sufficient notice to a Trustee to send notice by mail
-------
at least forty-eight hours or by telegram at least twenty-four hours before
the meeting addressed to the Trustee at his or her usual or last known
business or residence address or to give notice to him or her in person or
by telephone at least twenty-four hours before the meeting. Notice of a
meeting need not be given to any Trustee if a written waiver of notice,
executed by him or her before or after the meeting, is filed with the
records of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him
or her. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.

3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in
-------
office shall constitute a quorum; provided, however, a quorum shall not be
less than two. Any meeting may be adjourned from time to time by a majority
of the votes cast upon the question, whether or not a quorum is present,
and the meeting may be held as adjourned without further notice.

Section 4. Officers and Agents

4.1 Enumeration; Qualification. The officers of the Trust shall be a
---------------------------
president, a treasurer, a secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect or appoint. The
Trust may also have such agents, if any, as the Trustees from time to time
may in their discretion appoint. Any officer may be but none need be a
Trustee or shareholder. Any two or more offices may be held by the same
person.

4.2 Powers. Subject to the other provisions of these By-Laws, each officer
-------
shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly
incident to his or her office as if the Trust were organized as a
Massachusetts business corporation and such other duties and powers as the
Trustees may from time to time designate.

4.3 Election. The president, the treasurer and the secretary shall be elected
---------
annually by the Trustees. Other officers, if any, may be elected or
appointed by the Trustees at any time.
<PAGE>

4.4 Tenure. The president, the treasurer and the secretary shall hold office
-------
for a one year term and until their respective successors are chosen and
qualified, or in each case until he or she sooner dies, resigns, is removed
or becomes disqualified. Each agent shall retain his or her authority at
the pleasure of the Trustees.

4.5 President and Vice Presidents. The president shall be the chief executive
------------------------------
officer of the Trust. The president shall, subject to the control of the
Trustees, have general charge and supervision of the business of the Trust.
Any vice president shall have such duties and powers as shall be designated
from time to time by the Trustees.

4.6 Chairman of the Board. If a Chairman of the Board of Trustees is elected,
----------------------
he shall have the duties and powers specified in these By-Laws and, except
as the Trustees shall otherwise determine, preside at all meetings of the
shareholders and of the Trustees at which he or she is present and have
such other duties and powers as may be determined by the Trustees.

4.7 Treasurer and Controller. The treasurer shall be the chief financial
-------------------------
officer of the Trust and subject to any arrangement made by the Trustees
with a bank or trust company or other organization as custodian or transfer
or shareholder services agent, shall be in charge of its valuable papers
and shall have such other duties and powers as may be designated from time
to time by the Trustees or by the president. If at any time there shall be
no controller, the treasurer shall also be the chief accounting officer of
the Trust and shall have the duties and powers prescribed the Trust and
shall have the duties and powers prescribed herein for the controller. Any
assistant treasurer shall have such duties and powers as shall be
designated from time to time by the Trustees.

The controller, if any be elected, shall be the chief accounting officer of
the Trust and shall be in charge of its books of account and accounting
records. The controller shall be responsible for preparation of financial
statements of the Trust and shall have such other duties and powers as may
be designated from time to time by the Trustees or the president.

4.8 Secretary and Assistant Secretaries. The secretary shall record all
------------------------------------
proceedings of the shareholders and the Trustees in books to be kept
therefor, which books shall be kept at the principal office of the Trust.
In the absence of the secretary from any meeting of shareholders or
Trustees, an assistant secretary, or if there be none or he or she is
absent, a temporary clerk chosen at the meeting shall record the
proceedings thereof in the aforesaid books.
<PAGE>

Section 5. Resignation and Removals

Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee, officer,
or advisory board member resigning, and no officer or advisory board member
removed shall have any right to any compensation for any period following his or
her resignation or removal, or any right to damages on account of such removal.

Section 6. Vacancies

A vacancy in any office may be filled at any time. Each successor shall hold
office for the unexpired term, and in the case of the president, the treasurer
and the secretary, until his or her successor is chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified.

Section 7. Shares of Beneficial Interest

In lieu of issuing certificates for shares, the Trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.

Section 8. Record Date

The Trustees may fix in advance a time, which shall not be more than 60 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date.

Section 9. Seal

The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Massachusetts", together with the name of
the Trust and
<PAGE>

the year of its organization, cut or engraved thereon; but, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on, and
its absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.

Section 10. Execution of Papers

Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the president or by one of the vice
presidents or by the treasurer or by whomsoever else shall be designated for
that purpose by the vote of the Trustees and need not bear the seal of the
Trust.

Section 11. Fiscal Year

The fiscal year of the Trust shall end on such date in each year as the Trustees
shall from time to time determine.

Section 12. Provisions Relating to the Conduct of the Trust's
Business

12.1 Dealings with Affiliates. No officer, Trustee or agent of the Trust and
-------------------------
no officer, director or agent of any investment adviser shall deal for or
on behalf of the Trust with himself as principal or agent, or with any
partnership, association or corporation in which he has a material
financial interest; provided that the foregoing provisions shall not
prevent (a) officers and Trustees of the Trust from buying, holding or
selling shares in the Trust, or from being partners, officers or directors
of or financially interested in any investment adviser to the Trust or in
any corporation, firm or association which may at any time have a
distributor's or principal underwriter's contract with the Trust; (b)
purchases or sales of securities or other property if such transaction is
permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder and if
such transaction does not involve any commission or profit to any security
dealer who is, or one or more of whose partners, shareholders, officers or
directors is, an officer or Trustee of the Trust or an officer or director
of the investment adviser, administrator or principal underwriter of the
Trust; (c) employment of legal counsel, registrar, transfer agent,
shareholder services, dividend disbursing agent or custodian who is, or
has a partner, stockholder, officer or director who is, an officer or
Trustee of the Trust; (d) sharing statistical, research and management
<PAGE>

expenses, including office hire and services, with any other company in
which an officer or Trustee of the Trust is an officer or director or
financially interested.

12.2 Dealing in Securities of the Trust. The Trust, the investment adviser,
-----------------------------------
any corporation, firm or association which may at any time have an
exclusive distributor's or principal underwriter's contract with the Trust
(the "distributor") and the officers and Trustees of the Trust and
officers and directors of every investment adviser and distributor, shall
not take long or short positions in the securities of the Trust, except
that:

(a) the distributor may place orders with the Trust for its shares
equivalent to orders received by the distributor;

(b) shares of the Trust may be purchased at not less than net asset value
for investment by the investment adviser and by officers and
directors of the distributor, investment adviser, or the Trust and by
any trust, pension, profit-sharing or other benefit plan for such
persons, no such purchase to be in contravention of any applicable
state or federal requirement.

12.3 Limitation on Certain Loans. The Trust shall not make loans to any
----------------------------
officer, Trustee or employee of the Trust or any investment adviser or
distributor or their respective officers, directors or partners or
employees.

12.4 Custodian. All securities and cash owned by the Trust shall be maintained
----------
in the custody of one or more banks or trust companies having (according
to its last published report) not less than two million dollars
($2,000,000) aggregate capital, surplus and undivided profits (any such
bank or trust company is hereinafter referred to as the "custodian");
provided, however, the custodian may deliver securities as collateral on
borrowings effected by the Trust, provided, that such delivery shall be
conditioned upon receipt of the borrowed funds by the custodian except
where additional collateral is being pledged on an outstanding loan and
the custodian may deliver securities lent by the Trust against receipt of
initial collateral specified by the Trust. Subject to such rules,
regulations and orders, if any, as the Securities and Exchange Commission
may adopt, the Trust may, or may not permit any custodian to, deposit all
or any part of the securities owned by the Trust in a system for the
central handling of securities operated by the Federal Reserve Banks, or
established by a national securities exchange or national securities
association registered with said Commission under the Securities Exchange
Act of 1934, or such other person as may be permitted by said Commission,
pursuant to which
<PAGE>

system all securities of any particular class or series of any issue
deposited with the system are treated as fungible and may be transferred
or pledged by bookkeeping entry, without physical delivery of such
securities.

The Trust shall upon the resignation or inability to serve of its
custodian or upon change of the custodian:

(a) in the case of such resignation or inability to serve use its best
efforts to obtain a successor custodian;

(b) require that the cash and securities owned by this corporation be
delivered directly to the successor custodian; and

(c) in the event that no successor custodian can be found, submit to the
shareholders, before permitting delivery of the cash and securities
owned by this Trust otherwise than to a successor custodian, the
question whether or not this Trust shall be liquidated or shall
function without a custodian.

12.5 Limitations on Investment. Each series of shares may not invest in
--------------------------
securities other than those described in the Trust's then current
prospectus as appropriate for the series of shares for which such
securities are being purchased.

12.6 Determination of Net Asset Value. Determinations of net asset value made
--------------------------------
in good faith shall be binding on all parties concerned.

12.7 Reports to Shareholders; Distributions from Realized Gains. The Trust
-----------------------------------------------------------
shall send to each shareholder of record at least annually a statement of
the condition of the Trust and of the results of its operation, containing
all information required by applicable laws or regulations.

Section 13. Amendments

These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such majority.

<PAGE>

EX-99.B5(i)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this ____ day of _________, 199 , by and between The
Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust"), and
____________________ (the "Adviser").

WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended, (the
"1940 Act") consisting of several series of shares, each having its own
investment policies; and

WHEREAS, the Trust has retained SEI Fund Resources (the "Administrator") to
provide administration of the Trust's operations, subject to the control of the
Board of Trustees;

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its _________________ Fund and such other
portfolios as the Trust and the Adviser may agree upon (the "Portfolios"), and
the Adviser is willing to render such services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

1. Duties of the Adviser. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Administrator and to the Trust's
Officers and Trustees concerning the Adviser's discharge of the
foregoing responsibilities.

The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish,
and in compliance with the objectives, policies, and limitations for
each such Portfolio set forth in the Portfolio's prospectus and
statement of additional
<PAGE>

information as amended from time to time, and applicable laws and
regulations.

The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel required by it to perform the services on
the terms and for the compensation provided herein.

2. Portfolio Transactions. The Adviser is authorized to select
the brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described from time to
time in the Portfolios' Prospectuses and Statement of Additional
Information. The Adviser will promptly communicate to the
Administrator and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may reasonably
request.

It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, by reason of its having directed a securities transaction
on behalf of the Trust to a broker-dealer in compliance with the
provisions of Section 28(e) of the Securities Exchange Act of 1934 or
as described from time to time by the Portfolios' Prospectuses and
Statement of Additional Information.

3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets. The fee shall be based on the average daily net assets for
the month involved.

All rights of compensation under this Agreement for services
performed as of the termination date shall survive the termination of
this Agreement.

4. Other Expenses. The Adviser shall pay all expenses of printing and
mailing reports, prospectuses, statements of additional information,
and
<PAGE>

sales literature relating to the solicitation of prospective clients.
The Trust shall pay all expenses relating to mailing to existing
shareholders prospectuses, statements of additional information, proxy
solicitation material and shareholder reports.

5. Excess Expenses. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed the
expense limitations imposed on investment companies by any applicable
statute or regulatory authority of any jurisdiction in which shares of
a Portfolio are qualified for offer and sale, the Adviser shall bear
such excess cost.

However, the Adviser will not bear expenses of any Portfolio which
would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 5 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be insufficient to
offset such expenses, by reimbursing the Trust.

6. Reports. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.

7. Status of the Adviser. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust.

8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser on
<PAGE>

behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.

9. Limitation of Liability of the Adviser. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a
loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law or Federal
securities law which cannot be waived or modified hereby. (As used in
this Paragraph 9, the term "Adviser" shall include directors,
officers, employees and other corporate agents of the Adviser as well
as that corporation itself).

10. Permissible Interests. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) is or may be interested
in the Trust as a shareholder or otherwise. In addition, brokerage
transactions for the Trust may be effected through affiliates of the
Adviser if approved by the Board of Trustees, subject to the rules and
regulations of the Securities and Exchange Commission.

11. License of the Adviser's Name. The Adviser hereby agrees to grant a
license to the Trust for use of its name in the names of the
Portfolios for the term of this Agreement and such license shall
terminate upon termination of this Agreement.

12. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party,
cast in person at a
<PAGE>

meeting called for the purpose of voting on such approval, and (b) by
the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio; provided, however, that if the
shareholders of any Portfolio fail to approve the Agreement as
provided herein, the Adviser may continue to serve hereunder in the
manner and to the extent permitted by the 1940 Act and rules and
regulations thereunder. The foregoing requirement that continuance of
this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.

This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed postpaid, to
the other party at any office of such party.

As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder; subject to such
exemptions as may be granted by the Securities and Exchange Commission
under said Act.

14. Change in the Adviser's Membership. The Adviser agrees that it shall
notify the Trust of any change in the membership of the Adviser within
a reasonable time after such change.

15. Notice. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 680 East Swedesford Road,
Wayne, PA 19087-1658 and if to the Adviser at
<PAGE>

16. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

17. Governing Law. This Agreement shall be governed by the internal laws
of the Commonwealth of Massachusetts, without regard to conflict of
law principles; provided, however, that nothing herein shall be
construed as being inconsistent with the 1940 Act.

A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually but binding only upon the assets and property of the
Trust.

No portfolio of the Trust shall be liable for the obligations of any other
portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of the Portfolios for payment of fees for
services rendered to the Portfolios.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.

THE ADVISORS' INNER CIRCLE FUND

By:
---------------------------

Attest:
-------------------------

NAME OF ADVISER

By:
---------------------------

Attest:
-------------------------

Schedule
to the
Investment Advisory Agreement
between

The Advisors' Inner Circle Fund
and

______________________

Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:

Portfolio Fee (in basis points)
- - --------- ---------------------

<PAGE>

EX-99.B5(J)

THE ADVISORS' INNER CIRCLE FUND
____________________ PORTFOLIO

INVESTMENT SUB ADVISORY AGREEMENT

AGREEMENT made this day of , 199 , by and among
---- --------- --
, a (the "Adviser"),
- - --------------------- -------- ------- -----------
, a (the
- - ---------- ---------- ------- ------------- ------- -----------
"Sub-Adviser") and The Advisors' Inner Circle Fund, a Massachusetts business
trust (the "Trust").

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated , 199 (the "Advisory Agreement") with the Trust, pursuant to
-------- -- --
which the Adviser will act as investment adviser to the
----------------------
Portfolio (the "Portfolio"); and

WHEREAS, the Adviser and the Trust each desire to retain the Sub-Adviser
to provide investment advisory services to the Trust in connection with the
management of the Portfolio, and the Sub-Adviser is willing to render such
investment advisory services

NOW, THEREFORE, the parties hereto agree as follows:

1. (a) Subject to supervision by the Adviser and the Trust's Board of
Trustees, the Sub-Adviser shall manage the investment operations of
the Portfolio and the composition of the Portfolio's portfolio,
including the purchase, retention and disposition thereof, in
accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's Prospectus (such Prospectus
and the Statement of Additional Information, as currently in effect
and as amended or supplemented from time to time, being herein called
the "Prospectus"), and subject to the following:

(1) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments
and securities will be purchased, retained or sold by the
Portfolio, and what portion of the costs will be invested or
held uninvested in cash.

(2) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Declaration of Trust and the Prospectus and with the
instructions and directions of the Adviser and of the Board
of Trustees of the
<PAGE>

Trust and will conform to and comply with the requirements of
the 1940 Act, the Internal Revenue Code of 1986, and all other
applicable federal and state laws and regulations, as each is
amended from time to time.

(3) The Sub-Adviser shall determine the securities to be purchased
or sold by the Portfolio and will place orders with or through
such persons, brokers or dealers to carry out the policy with
respect to brokerage set forth in the Portfolio's Registration
Statement (as defined herein) and Prospectus or as the Board of
Trustee or the Adviser may direct from time to time, in
conformity with federal securities laws. In providing the
Portfolio with investment supervision, the Sub-Adviser will
give primary consideration to securing the most favorable price
and efficient execution. Within the framework of this policy,
the Sub-Adviser may consider the financial responsibility,
research and investment information and other services provided
by brokers or dealers who may effect or be a party to any such
transaction or other transactions to which the Sub-Adviser's
other clients may be a party. It is understood that it is
desirable for the Portfolio that the Sub-Adviser have access to
supplemental investment and market research and security and
economic analysis provided by brokers who may execute brokerage
transactions at higher cost to the Portfolio than may result
when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution.
Therefore, the Sub-Adviser is authorized to place orders for
the purchase and sale of securities for the Portfolio with such
brokers, subject to review by the Trust's Board of Trustees
from time to time with respect to the extent and continuation
of this practice. It is understood that the services provided
by such brokers may be useful to the Sub-Adviser in connection
with the Sub-Adviser's services to other clients.

On occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Portfolio as well
as other clients of the Sub-Adviser, the Sub-Adviser, to the
extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities to be
so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and efficient execution.
In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will
be made by the Sub-Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligation to
the Portfolio and to such other clients.
<PAGE>

(4) The Sub-Adviser shall maintain all books and records with
respect to the Portfolio's portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act and shall render
to the Trust's Board of Trustees such periodic and special
reports as the Trust's Board of Trustees may reasonably
request.

(5) The Sub-Adviser shall provide the Portfolio's Custodian on each
business day with information relating to all transactions
concerning the Portfolio's assets and shall provide the Adviser
with such information upon request of the Adviser.

(6) The investment management services provided by the Sub-Adviser
under this Agreement are not to be deemed exclusive and the
Sub-Adviser shall be free to render similar services to others,
as long as such services do not impair the services rendered to
the Adviser or the Trust.

(b) Services to be furnished by the Sub-Adviser under this Agreement may
be furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

(c) The Sub-Adviser shall keep the Portfolio's books and records required
to be maintained by the Sub-Adviser pursuant to paragraph 1(a) of
this Agreement and shall timely furnish to the Adviser all
information relating to the Sub-Adviser's services under this
Agreement needed by the Adviser to keep the other books and records
of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-
Adviser agrees that all records that it maintains on behalf of the
Portfolio are property of the Portfolio and the Sub-Adviser will
surrender promptly to the Portfolio any of such records upon the
Portfolio's request; provided, however, that the Sub-Adviser may
retain a copy of such records. The Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records as are required to be maintained by it pursuant to
paragraph 1(a) of this Agreement.

2. The Adviser shall continue to have responsibility for all services to be
provided to the Portfolio pursuant to the Advisory Agreement and shall
oversee and review the Sub-Adviser's performance of its duties under this
Agreement.

3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:

(a) The Trust's Declaration of Trust, as filed with the Secretary of
State of Massachusetts (such Declaration of Trust, as in effect on
the date of this
<PAGE>

Agreement and as amended from time to time, herein called the
"Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

(c) Certified resolutions of the Trust's Board of Trustees authorizing
the appointment of the Adviser and the Sub-Adviser with respect to
the Portfolio, and approving the form of this Agreement;

(d) Registration Statement under the 1940 Act and the Securities Act of
1933, as amended, on Form N-1A (the "Registration Statement"), as
filed with the Securities and Exchange Commission (the "Commission")
relating to the Portfolio and shares of the Portfolio's beneficial
shares, and all amendments thereto;

(e) Notification of Registration of the Trust under the 1940 Act on Form
N-8A as filed with the Commission, and all amendments thereto; and

(f) Prospectus of the Portfolio.

4. For the services to be provided by the Sub-Adviser pursuant to this
Agreement, the Portfolio will pay to the Sub-Adviser as full compensation
therefor a fee at an annual rate of
_____________________________________________________________of Trust's
portfolios to which the Sub-Adviser serves as sub-adviser, pro rated based
on the Portfolio's average daily net assets. This fee will be computed
daily and paid to the Sub-Adviser monthly.

5. The Sub-Adviser shall not be liable for any error of judgment or for any
loss suffered by the Portfolio or the Adviser in connection with
performance of its obligations under this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act), or a loss resulting from willful misfeasance, bad faith or gross
negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.

6. This Agreement shall continue in effect for a period of_________years from
the date hereof only so long as continuance is specifically approved at
least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated (a) by the Portfolio at any time, without
the
<PAGE>

payment of any penalty, by the vote of a majority of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of
such Portfolio, (b) by the Adviser at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written notice to
the other parties, or (c) by the Sub-Adviser at any time, without the
payment of any penalty, on 90 days' written notice to the other parties.
This Agreement shall terminate automatically and immediately in the event
of its assignment. As used in this Section 6, the terms "assignment" and
"vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to such exceptions as may be granted by the Commission
under the 1940 Act.

7. Nothing in this Agreement shall limit or restrict the right of any of the
Sub-Adviser's partners, officers, or employees to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any business, whether of a similar or
dissimilar nature, nor limit or restrict the Sub-Adviser's right to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.

8. During the term of this Agreement, the Adviser agrees to furnish the Sub-
Adviser at its principal office all prospectuses, proxy statements, reports
to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolio, the Trust or the public that
refer to the Sub-Adviser or its clients in any way prior to use thereof and
not to use material if the Sub-Adviser reasonably objects in writing within
five business days (or such other period as may be mutually agreed) after
receipt thereof. The Sub-Adviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the Sub-
Adviser, its services and its clients. The Adviser agrees to use its
reasonable best efforts to ensure that materials prepared by its employees
or agents or its affiliates that refer to the Sub-Adviser or its clients in
any way are consistent with those materials previously approved by the Sub-
Adviser as referenced in the first sentence of this paragraph. Sales
literature may be furnished to the Sub-Adviser by first class or overnight
mail, facsimile transmission equipment or hand delivery.

9. No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination
is sought, and no amendment of this Agreement shall be effective until
approved by the vote of the majority of the outstanding voting securities
of the Portfolio.

10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
<PAGE>

11. This Agreement embodies the entire agreement and understanding among the
parties hereto, and supersedes all prior agreements and understandings
relating to this Agreement's subject matter. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be
an original, but such counterparts shall, together, constitute only one
instrument.

12. Should any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.

13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:

To the Adviser at:

To the Sub-Adviser at:

To the Trust or the Portfolio at:

The Advisors' Inner Circle Fund
2 Oliver Street
Boston, MA 02109
<PAGE>

14. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of
the Commission, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

[INSERT NAME OF ADVISER] [INSERT NAME OF SUB-ADVISER]

By: By:
---------------------------- ---------------------------------
Title: Title:
------------------------- ------------------------------

THE ADVISORS' INNER CIRCLE FUND

By:
----------------------------

Title:
-------------------------

<PAGE>

EX-99.B5(K)

THE ADVISORS' INNER CIRCLE FUND
____________________ PORTFOLIO

INVESTMENT SUB ADVISORY AGREEMENT

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

NOW, THEREFORE, the parties hereto agree as follows:

(b) Services to be furnished by the Sub-Adviser under this Agreement may
be furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:

(a) The Trust's Declaration of Trust, as filed with the Secretary of
State of Massachusetts (such Declaration of Trust, as in effect on
the date of this
<PAGE>

Agreement and as amended from time to time, herein called the
"Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

(c) Certified resolutions of the Trust's Board of Trustees authorizing
the appointment of the Adviser and the Sub-Adviser with respect to
the Portfolio, and approving the form of this Agreement;

(e) Notification of Registration of the Trust under the 1940 Act on Form
N-8A as filed with the Commission, and all amendments thereto; and

(f) Prospectus of the Portfolio.

10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
<PAGE>

13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:

To the Adviser at:

To the Sub-Adviser at:

To the Trust or the Portfolio at:

The Advisors' Inner Circle Fund
2 Oliver Street
Boston, MA 02109
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

[INSERT NAME OF ADVISER] [INSERT NAME OF SUB-ADVISER]

By: By:
---------------------------- ---------------------------------
Title: Title:
------------------------- ------------------------------

THE ADVISORS' INNER CIRCLE FUND

By:
----------------------------

Title:
-------------------------

<PAGE>

EX-99.B5(L)

THE ADVISORS' INNER CIRCLE FUND
____________________ PORTFOLIO

INVESTMENT SUB ADVISORY AGREEMENT

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

NOW, THEREFORE, the parties hereto agree as follows:

(b) Services to be furnished by the Sub-Adviser under this Agreement may
be furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:

(a) The Trust's Declaration of Trust, as filed with the Secretary of
State of Massachusetts (such Declaration of Trust, as in effect on
the date of this
<PAGE>

Agreement and as amended from time to time, herein called the
"Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

(c) Certified resolutions of the Trust's Board of Trustees authorizing
the appointment of the Adviser and the Sub-Adviser with respect to
the Portfolio, and approving the form of this Agreement;

(e) Notification of Registration of the Trust under the 1940 Act on Form
N-8A as filed with the Commission, and all amendments thereto; and

(f) Prospectus of the Portfolio.

10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
<PAGE>

13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:

To the Adviser at:

To the Sub-Adviser at:

To the Trust or the Portfolio at:

The Advisors' Inner Circle Fund
2 Oliver Street
Boston, MA 02109
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

[INSERT NAME OF ADVISER] [INSERT NAME OF SUB-ADVISER]

By: By:
---------------------------- ---------------------------------
Title: Title:
------------------------- ------------------------------

THE ADVISORS' INNER CIRCLE FUND

By:
----------------------------

Title:
-------------------------

<PAGE>

EX-99.B5(M)

THE ADVISORS' INNER CIRCLE FUND
____________________ PORTFOLIO

INVESTMENT SUB ADVISORY AGREEMENT

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

NOW, THEREFORE, the parties hereto agree as follows:

(b) Services to be furnished by the Sub-Adviser under this Agreement may
be furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.

3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:

(a) The Trust's Declaration of Trust, as filed with the Secretary of
State of Massachusetts (such Declaration of Trust, as in effect on
the date of this
<PAGE>

Agreement and as amended from time to time, herein called the
"Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");

(c) Certified resolutions of the Trust's Board of Trustees authorizing
the appointment of the Adviser and the Sub-Adviser with respect to
the Portfolio, and approving the form of this Agreement;

(e) Notification of Registration of the Trust under the 1940 Act on Form
N-8A as filed with the Commission, and all amendments thereto; and

(f) Prospectus of the Portfolio.

10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
<PAGE>

13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:

To the Adviser at:

To the Sub-Adviser at:

To the Trust or the Portfolio at:

The Advisors' Inner Circle Fund
2 Oliver Street
Boston, MA 02109
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

[INSERT NAME OF ADVISER] [INSERT NAME OF SUB-ADVISER]

By: By:
---------------------------- ---------------------------------
Title: Title:
------------------------- ------------------------------

THE ADVISORS' INNER CIRCLE FUND

By:
----------------------------

Title:
-------------------------

<PAGE>

Ex-99.B9(C)

SUMMIT INVESTMENT ADVISORS, INC.
PINNACLE FUNDS

SCHEDULE DATED FEBRUARY __, 1997
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FUND RESOURCES

Fees: Pursuant to Article 4, Section A, the Trust shall pay the Administrator
compensation for services rendered to the Pinnacle Extended Liquidity
Portfolio, Pinnacle Short Duration Portfolio and Pinnacle Intermediate
Duration Portfolio (each a "Fund" and collectively the "Funds") at an
annual rate equal to 9.5 basis points on the first $500 million of
assets; 7.5 basis points on the next $500 million of assets; 6.0 basis
points on the next $1.5 billion of assets and 4.5 basis points on all
assets over $2.5 billion. There is a minimum annual administration fee of
$75,000 per Fund and $145,00 per complex.

Term: Pursuant to Article 7, the term of this Agreement shall commence on
February __, 1997 and shall remain in effect with respect to the Funds
for 5 years (the "Initial Term"). This Agreement shall continue in effect
for successive periods of 2 years after the Initial Term, unless
terminated by either party on not less than 90 days prior written notice
to the other party. In the event of a material breach of this Agreement
by either party, the non-breaching party shall notify the breaching party
in writing of such breach and upon receipt of such notice the breaching
party shall have 45 days to remedy the breach or the non-breaching party
may immediately terminate this Agreement.

<PAGE>

EX-99.B11

[ARTHUR ANDERSEN LLP]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our firm name
included in the Post-Effective Amendment No. 27 to the Registration Statement on
Form N-1A of the The Advisors' Inner Circle (File No. 33-42484), and to all
references to our firm included in this Registration Statement.

/s/ Arthur Andersen LLP

Philadelphia, Pa.,
December 13, 1996