ADVISORS INNER CIRCLE FUND, 485BPOS, 1996-02-28

ADVISORS INNER CIRCLE FUND
485BPOS, 1996-02-28

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 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. 24 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 25 /X/

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

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

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

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

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

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

Registrant has elected to maintain registration of an indefinite number of
shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant filed its 24f-2 Notice for the fiscal period ended October 31, 1995
on November 15, 1995.
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

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

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

</TABLE>
i
<PAGE>

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

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

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

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

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

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

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

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

iv
<PAGE>

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

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

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

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

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

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

PART B - A+P LARGE-CAP VALUE FUND
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Investment Objective and Policies
(Prospectus); Investment Limitations
Item 14. Management of the Registrant General Information - Trustees of the
Fund (Prospectus); Trustees and
Officers of the Fund; The Administrator
Item 15. Control Persons and Principal Trustees and Officers of the
Holders of Securities Fund; 5% Shareholders
Item 16. Investment Advisory and Other The Adviser (Prospectus and
Services Statement of Additional Information);
The Administrator (Prospectus and
Statement of Additional Information);
The Distributor (Prospectus and
Statement of Additional Information);
The Transfer Agent (Prospectus);
General Information - Counsel and
Independent Public Accountants
(Prospectus); Experts; General
Information - Custodian (Prospectus)
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of Purchase and Redemption of
Securities Being Offered Shares (Prospectus and Statement of
Additional Information); Determination
of Net Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Performance Data Computation of Yield and Total Return
Item 23. Financial Statements Financial Information
</TABLE>
vii
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

PART C

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

*Not Applicable

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

xii
<PAGE>

The Prospectus and Statement of Additional Information for the Clover Capital
Small Cap Value Fund, included as part of Post-Effective Amendment No. 23 to the
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 14, 1995 pursuant to Rule
485(a) under the Securities Act of 1933, is hereby incorporated by reference as
if set forth in full herein.
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

Investment Adviser:
CLOVER CAPITAL MANAGEMENT, INC.

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

CLOVER CAPITAL EQUITY VALUE FUND
CLOVER CAPITAL FIXED INCOME FUND

This Prospectus sets forth concisely the information about the Fund and each
Portfolio that a prospective investor should know before investing. Investors
are advised to read this Prospectus and retain it for future reference. A
Statement of Additional Information dated February 28, 1996 has been filed with
the Securities and Exchange Commission and is available without charge by
calling 1-800-932-7781. The Statement of Additional Information is incorporated
into this Prospectus by reference.

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

February 28, 1996
<PAGE>

SUMMARY

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

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES? The Equity Value Portfolio
seeks long-term total return by investing in a diversified portfolio of equity
securities that, in the Adviser's opinion, are undervalued relative to the
market or the historic valuation of such securities. The Fixed Income Portfolio
seeks a high level of income consistent with reasonable risk to capital by
investing in a diversified portfolio of fixed income securities.

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIOS? The
investment policies of the each Portfolio entail certain risks and
considerations of which investors should be aware. Each Portfolio invests in
securities that fluctuate in value, and investors should expect the Portfolio's
net asset value per share to fluctuate in value. Values of fixed income
securities and, correspondingly, of mutual funds invested in such securities,
such as the Portfolios, tend to vary inversely with interest rates and may be
affected by other market and economic factors as well.

The Equity Value Portfolio may invest up to 25% of its net assets in non-
convertible debt securities, which also may include securities of less than
investment grade ("junk bonds"); these high risk securities carry increased
risks of, among other things, default and market price volatility. The Fixed
Income Portfolio may invest in investment grade fixed income securities that
have speculative characteristics and may also invest up to 15% of its net assets
in fixed income securities of junk bonds; these high risk securities carry
increased risks of, among other things, default and market price volatility.

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

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

2
<PAGE>

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

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

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

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

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

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

HOW ARE DISTRIBUTIONS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Equity Value Portfolio is distributed in the
form of quarterly dividends. The Fixed Income Portfolio distributes
substantially all of its net investment income (exclusive of capital gains) in
the form of dividends declared daily and paid monthly. The Fixed Income
Portfolio's shares normally begin earning dividends within two Business Days
after their purchase order is effective.

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>

SHAREHOLDER TRANSACTION EXPENSES CLOVER CAPITAL EQUITY VALUE FUND
CLOVER CAPITAL FIXED INCOME FUND
================================================================================
<S> <C>
Maximum Sales Load Imposed on Purchases ....................................None
Maximum Sales Load Imposed on Reinvested Dividends .........................None
Deferred Sales Load ........................................................None
Redemption Fees(1) .........................................................None
Exchange Fees ..............................................................None
================================================================================
</TABLE>

(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder.

ANNUAL OPERATING EXPENSES
(as a percentage of CLOVER CAPITAL CLOVER CAPITAL
average net assets) EQUITY VALUE FUND FIXED INCOME FUND
================================================================================
<S> <C> <C>
Advisory Fees (after fee waivers
and reimbursements) (2) .63% .00%
12b-1 Fees None None
Other Expenses .47% .80%
================================================================================
Total Operating Expenses (after fee waivers
and reimbursements) (2) 1.10% .80%
================================================================================
</TABLE>

(2) The Adviser has, on a voluntary basis, waived a portion of its fees for
each Portfolio and agreed to reimburse certain expenses of the Fixed Income
Portfolio. The advisory fees shown reflect these voluntary waivers and
reimbursements. The Adviser reserves the right to terminate its waivers
and reimbursements at any time in its sole discretion. Absent such waivers
and reimbursements, advisory fees for the Equity Value and Fixed Income
Portfolios would be .74% and .45%, respectively; "Other Expenses" would be
.47% and .95%, respectively; and total operating expenses would be 1.21%
and 1.40%, respectively. See "The Adviser."

EXAMPLE
<TABLE>
<CAPTION>

==================================================================================
1 year 3 years 5 years 10 years
==================================================================================
<S> <C> <C> <C> <C>
An investor would pay the following expenses
on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the
end of each time period

CLOVER CAPITAL EQUITY FUND $11 $35 $61 $134

CLOVER CAPITAL FIXED INCOME $ 8 $26 $44 $ 99
==================================================================================
</TABLE>
4
<PAGE>

THE EXAMPLE IS BASED UPON TOTAL OPERATING EXPENSES OF THE PORTFOLIO AFTER
WAIVERS AND REIMBURSEMENTS AS SHOWN IN THE EXPENSE TABLE. THE EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense
table and example is to assist the investor in understanding the various costs
and expenses that may be directly or indirectly borne by shareholders of a
Portfolio. Additional information may be found under "The Adviser" and "The
Administrator."
5
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information has been audited by Arthur Andersen LLP, the Fund's
independent public accountants, as indicated in their report dated December 5,
1995 on the Fund's financial statements as of October 31, 1995 included in the
Fund's Statement of Additional Information under "Financial Information." This
table should be read in conjunction with the Fund's financial statements and
notes thereto.

For a Share Outstanding Throughout the Period
CLOVER CAPITAL
EQUITY VALUE FUND
- --------------------------------------------------------------------------------------------------
11/01/94 11/01/93 11/01/92 12/06/91(1)
TO TO TO TO
10/31/95 10/31/94 10/31/93 10/31/92
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........... $ 13.74 $ 11.94 $ 10.45 $ 10.00
- --------------------------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income (Loss)................. 0.24 0.08 0.10 0.10
Realized and Unrealized Gains or 2.01 1.54 0.44
Losses on Securities......................... 2.46
- --------------------------------------------------------------------------------------------------
Total From Investment Operations............. 2.70 2.09 1.64 0.54
- --------------------------------------------------------------------------------------------------
Less Distributions: (0.08) (0.10) (0.09)
(0.22)
Distributions From Net Investment
Income.......................................
Distributions From Capital Gains............. (0.93) (0.21) (0.05) 0.00
- --------------------------------------------------------------------------------------------------
Total Distributions.......................... (1.15) (0.29) (0.15) (0.09)
- --------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................. $ 15.29 $ 13.74 $ 11.94 $ 10.45
- --------------------------------------------------------------------------------------------------
TOTAL RETURN................................... 21.25% 17.8% 15.83% 5.94%*
- --------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)................ $ 51,647 $ 25,249 $ 15,070 $ 9,005
Ratios Of Expenses To Average Net Assets....... 1.10% 1.14% 1.18% 1.20%*
Ratio Of Expenses To Average Net Assets 1.30% 1.51% 2.09%*
(Excluding Fee Waiver and Contributions)....... 1.20%
Ratio Of Net Income To Average Net Assets...... 0.71% 0.89% 1.15%*
1.82%
Ratio Of Net Income (Loss) To Average Net 0.55% 0.56% 0.26%*
Assets (Excluding Fee Waiver and
Contributions)................................ 1.72%
Portfolio Turnover Rate........................ 84.76% 58.44% 82.51% 31.00%
==================================================================================================
</TABLE>

(1) The Clover Capital Equity Value Fund commenced operations on December 6,
1991.
6
<PAGE>

*Annualized
7
<PAGE>

THE ADVISORS' INNER CIRCLE FUND
FINANCIAL HIGHLIGHTS

For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
CLOVER CAPITAL
FIXED INCOME FUND
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11/01/94 11/01/93 11/01/92 12/06/91(1)
TO TO TO TO
10/31/95 10/31/94 10/31/93 10/31/92
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD........ $ 9.14 $ 10.85 $ 10.23 $ 10.00
- ----------------------------------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income..................... 0.58
Realized and Unrealized Gain or Losses 0.57 0.61 0.56
on Securities............................ 0.77 (0.92) 0.72 0.23
- ----------------------------------------------------------------------------------------------------------
Total From Investment Operations.......... 1.35 (0.35) 1.33 0.79
- ----------------------------------------------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment
Income.................................... (0.58) (0.57) (0.61) (0.56)
Distributions From Capital Gains.......... (0.02) (0.79) (0.10) 0.00
- ----------------------------------------------------------------------------------------------------------
Total Distributions....................... (0.60) (1.36) (0.71) (0.56)
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD.............. $ 9.89 $ 9.14 $ 10.85 $ 10.23
- ----------------------------------------------------------------------------------------------------------
TOTAL RETURN................................ 15.27% (3.54)% 13.40% 9.05%*
- ----------------------------------------------------------------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)............. $14,685 $ 9,762 $ 7,966 $ 8,982
Ratio Of Expenses To Average Net Assets..... 0.80% 0.80% 0.78% 0.80%*
Ratio Of Expenses To Average Net Assets
(Excluding Fee Waivers and Contributions).. 1.40% 1.46% 1.29% 1.76%*

Ratio Of Net Income To Average Net Assets... 6.13% 5.88% 5.62% 6.28%*
Ratio Of Net Income (Loss) To Average Net
Assets (Excluding Fee Waivers and
Contributions)............................. 5.53% 5.22% 5.11% 5.32%*

Portfolio Turnover Rate..................... 35.84% 11.11% 68.61% 113.00%
==========================================================================================================
</TABLE>

(1) The Clover Capital Fixed Income Fund commenced operations on December 6,
1991.

8
<PAGE>

* Annualized
9
<PAGE>

THE FUND AND THE PORTFOLIOS

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

INVESTMENT OBJECTIVES

EQUITY VALUE PORTFOLIO

The Equity Value Portfolio seeks long-term total return.

FIXED INCOME PORTFOLIO

The Fixed Income Portfolio seeks a high level of income consistent with
reasonable risk to capital.

There can be no assurance that either Portfolio will be able to achieve its
investment objective.

INVESTMENT POLICIES

EQUITY VALUE PORTFOLIO

The Equity Value Portfolio will invest primarily in equity securities that
Clover Capital Management, Inc. (the "Adviser") believes to be undervalued
relative to the market or their historic valuation. The Adviser uses several
valuation criteria to determine if a security is undervalued, including price-
to-earnings ratios, price-to-cash flow ratios, price-to-sales ratios, and price-
to-book value ratios. In addition, the Adviser examines "hidden values" that are
not obvious in a company's financial reports, focusing on finding the current
asset values or current transfer values of assets held by the company.

Under normal market conditions, the Equity Value Portfolio invests at least 70%
and up to 100% of its net assets in a diversified portfolio of equity
securities, including common stocks, both debt securities and preferred stocks
convertible into common stocks, and American Depositary Receipts ("ADRs") (up to
20% of the Equity Value Portfolio's net assets). In addition to these equity
securities, the Equity Value Portfolio may also invest up to 5% of its net
assets in each of warrants and rights to purchase common stocks, and up to 10%
of its net assets in real estate investment trusts ("REITs"). Assets of the
Equity Value Portfolio not invested in the equity securities described above may
be

10
<PAGE>

invested in non-convertible fixed income securities and money market instruments
as described below.

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

During periods when, or under circumstances where, the Adviser believes that the
return on such securities may equal or exceed the return on equity securities,
the Equity Value Portfolio may invest up to 25% of its net assets in non-
convertible fixed income securities consisting of corporate debt securities and
obligations issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities. The Equity Value Portfolio may
invest in such securities without regard to their term or rating and may, from
time to time, invest in corporate debt securities rated below investment grade,
i.e., rated lower than BBB by Standard & Poor's Corporation ("S&P") or Baa by
Moody's Investor Service, Inc. ("Moody's") or unrated securities of comparable
quality as determined by the Adviser. In addition, the Equity Value Portfolio
may invest in securities rated D by S&P. Debt rated D is in default, and
payment of interest and/or repayment of principal is in arrears.

Under normal circumstances up to 30% of the Equity Value Portfolio's assets may
be invested in the money market instruments described below in order to maintain
liquidity, or if the Adviser determines that securities meeting the Equity Value
Portfolio's investment objective and policies are not otherwise reasonably
available for purchase.

For temporary defensive purposes during periods when the Adviser determines that
market conditions warrant, the Equity Value Portfolio may invest up to 100% of
its assets in money market instruments (including securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities;
certificates of deposit, time deposits and bankers' acceptances issued by
banks or savings and loan associations having net assets of at least $500
million as of the end of their most recent fiscal year; commercial paper rated
A-1 by S&P or Prime-1 by Moody's; repurchase agreements involving such
securities; and, to the extent permitted by applicable law, shares of other
investment companies investing solely in money market instruments) and in
cash.

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

FIXED INCOME PORTFOLIO

Under normal market conditions, the Fixed Income Portfolio invests at least 70%
of its net assets in the following fixed income securities: (i) obligations
issued or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities ("U.S. Government securities"); (ii) corporate
bonds and debentures rated in one of the four highest rating categories; and
(iii) mortgage-backed securities that are collateralized

11
<PAGE>

mortgage obligations ("CMOs") or real estate mortgage investment conduits
("REMICs") rated in one of the two highest rating categories. The Fixed Income
Portfolio will invest in such corporate bonds and debentures, CMOs or REMICs
only if, at the time of purchase, the security either has the requisite rating
from S&P or Moody's or is unrated but of comparable quality as determined by the
Adviser. Governmental private guarantees do not extend to the securities'
value, which is likely to vary inversely with fluctuations in interest rates.
Corporate bonds rated B generally lack characteristics of desirable investment,
and assurance of interest and principal payments or of maintenance of other
terms of the contract over any long period of time may be small.

The Fixed Income Portfolio may invest its remaining assets in the following
securities: (i) the money market instruments described below; (ii) asset-backed
securities rated A or higher by S&P or Moody's; (iii) debt securities rated
below investment grade (i.e., rated lower than BBB by S&P or Baa by Moody's),
but not lower than B- by S&P or B3 by Moody's, or if unrated, determined by the
Adviser to be of comparable quality at the time of purchase (up to 15% of the
Fixed Income Portfolio's net assets including downgraded securities); (iv) debt
securities convertible into common stocks (up to 10% of the Fixed Income
Portfolio's net assets); (v) U.S. dollar denominated fixed income securities
issued by foreign corporations or issued or guaranteed by foreign governments,
their political subdivisions, agencies or instrumentalities; and (vi) U.S.
dollar denominated obligations of supranational entities traded in the United
States. For additional information on corporate bond ratings, see the Appendix
to the Statement of Additional Information.

The relative proportions of the Fixed Income Portfolio's net assets invested in
the different types of permissible investments will vary from time to time
depending upon the Adviser's assessment of the relative market value of the
sectors in which the Fixed Income Portfolio invests. In addition, the Fixed
Income Portfolio may purchase securities that are trading at a discount from par
when the Adviser believes there is a potential for capital appreciation. The
Adviser does not seek to achieve the Fixed Income Portfolio's investment
objective by forecasting changes in the interest rate environment.

In the event any security owned by the Fixed Income Portfolio is downgraded
below the rating categories set forth above, the Adviser will review the
security and determine whether to retain or dispose of that security.

The Fixed Income Portfolio may enter into forward commitments or purchase
securities on a when-issued basis, and may invest in variable or floating rate
obligations.

For temporary defensive purposes during periods when the Adviser determines that
the market conditions warrant, the Fixed Income Portfolio may invest up to 100%
of its net assets in money market instruments (including securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities;
certificates of deposit, time deposits and bankers' acceptances issued by banks
or savings & loan associations having net assets of at least $500 million as of
the end of their most recent fiscal year; commercial

12
<PAGE>

paper rated A-1 by S&P and Prime-1 by Moody's; repurchase agreements involving
any of the foregoing securities; and, to the extent permitted by applicable law,
shares of other investment companies investing solely in money market
instruments) and may hold a portion of its assets in cash.

The Fixed Income Portfolio expects to maintain a dollar-weighted average
portfolio maturity of five to ten years.

RISK FACTORS

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

FIXED INCOME SECURITIES - The market value of the fixed income investments in
which each Portfolio may invest 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.
Changes by recognized agencies in the rating of any fixed income security and in
the ability of an issuer to make payments of interest and principal also affect
the value of these investments. Changes in the value of these securities will
not necessarily affect cash income derived from these securities but will affect
each Portfolio's net asset value. Each Portfolio may invest in securities rated
in the fourth highest category by S&P or Moody's; such securities, while still
investment grade, are considered to have speculative characteristics.

Securities below investment grade are high risk, high yield securities known as
"junk bonds"; such securities involve greater risk of default or price declines
than investments in investment grade securities due to changes in the issuer's
creditworthiness and the outlook for economic growth. The market for these
securities may be thinner and less active, causing market price volatility and
limited liquidity in the secondary market. These factors may limit each
Portfolio's ability to sell such securities at their fair market value. In
addition, the market for these securities may also be adversely affected by
legislative and regulatory developments. Credit quality in the junk bond market
can change suddenly and unexpectedly, and even recently issued credit ratings
may not fully reflect the actual risks imposed by a particular security. For
these reasons, it is each Portfolio's policy not to rely primarily on ratings
issued by established credit rating agencies, but to utilize such ratings in
conjunction with the Adviser's own independent and ongoing review of credit
quality.

13
<PAGE>

SECURITIES OF FOREIGN ISSUERS - Securities of foreign issuers are subject to
investment risks that differ that differ in some respects from those related to
investments in securities of U.S. issuers. Such risks include future adverse
political and economic developments, possible imposition of withholding taxes on
income, possible seizure, nationalization or expropriation of foreign deposits,
possible establishment of exchange controls or taxation at the source or greater
fluctuation in value due to changes in exchange rates. Foreign issuers of
securities often engage in business practices different from those of domestic
issuers of similar securities, and there may be less information publicly
available about foreign issuers. In addition, foreign issuers are, generally
speaking, subject to less government supervision and regulation and different
accounting treatment than are those in the United States.

MORTGAGE-BACKED SECURITIES - The mortgage-backed securities ("MBSs") in which
the Fixed Income Portfolio may invest are subject to prepayment of the
underlying mortgages. During periods of declining interest rates, prepayment
of mortgages underlying MBSs can be expected to accelerate. When the MBSs held
by the Fixed Income Portfolio are prepaid, the Fixed Income Portfolio must
reinvest the proceeds in securities the yield of which reflects prevailing
interest rates, which may be lower than the yield on the prepaid MBS.

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

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

INVESTMENT LIMITATIONS

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

No Portfolio may:

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

14
<PAGE>

2. Purchase any securities which would cause 25% or more of the total assets
of the Portfolio to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry, provided
that this limitation does not apply to investments in obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements involving such securities. For purposes of this
limitation, (i) utility companies will be classified according to their
services, for example, gas distribution, gas transmission, electric and
telephone will each be considered a separate industry; (ii) financial service
companies will be classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance will each be
considered a separate industry; and (iii) in the case of the Fixed Income
Portfolio, supranational entities will be considered to be a separate
industry.

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

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

THE ADVISER

Clover Capital Management, Inc. is a professional investment management firm
founded in 1984 by Michael Edward Jones and Geoffrey Harold Rosenberger, who are
Managing Directors of the Adviser and control all of the Adviser's outstanding
voting stock. As of December 31, 1995, the Adviser had discretionary management
authority with respect to approximately $1.497 billion of assets. The principal
business address of the Adviser is 11 Tobey Village Office Park, Pittsford, New
York 14534.

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

The Equity Value Portfolio has been managed by a committee led by Michael E.
Jones and Paul W. Spindler. For the past 5 years, Mr. Jones has been Managing
Director for the Adviser. For the past 5 years Mr. Spindler has been a Vice
President of Investments for the Adviser.

The Fixed Income Portfolio has been managed by a committee led by Richard J.
Huxley and Paul W. Spindler. For the past five years Richard Huxley has been
the Executive Vice

15
<PAGE>

President and Fixed Income Manager for the Adviser. For the past 5 years Paul
Spindler has been a Vice President of Investments for the Adviser.

For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .74% and .45% of the average daily net
assets of the Equity Value and Fixed Income Portfolios, respectively. The
Adviser has voluntarily agreed to waive all or a portion of its fees and/or to
reimburse Portfolio expenses in order to limit total operating expenses of the
Equity Value and Fixed Income Portfolios to an annual rate of not more than
1.20% and .80%, respectively, of average daily net assets for net assets below
$20 million and to not more than 1.10% and .75%, respectively, for net assets of
$20 million or more. The Adviser reserves the right, in its sole discretion, to
terminate its voluntary fee waiver and any reimbursement at any time. For the
fiscal year ended October 31, 1995, the Adviser received a fee (after partial
fee waivers) equal to .63% of the Equity Value Portfolio's average daily net
assets and waived all fees due it and reimbursed expenses of .15% for the Fixed
Income Portfolio.

THE ADMINISTRATOR

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

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

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

THE TRANSFER AGENT

DST Systems Inc., 210 West 10th Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Fund under a transfer agency agreement with the Fund.

16
<PAGE>

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary of
SEI, serves as the Fund's distributor pursuant to a distribution agreement. The
Distributor does not receive compensation for distribution services for the
shares of any Portfolio.

PORTFOLIO TRANSACTIONS

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

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

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

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

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

17
<PAGE>

PURCHASE AND REDEMPTION OF SHARES

Investors may purchase and redeem shares of either Portfolio 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 a Portfolio may be made on any Business
Day. Shares of a Portfolio are offered only to residents of states in which
such shares are eligible for purchase.

The minimum initial investment in either of the Portfolios is $2,000, and
subsequent purchases must be at least $100. The Distributor may waive these
minimums at its discretion. No minimum applies to subsequent purchases effected
by dividend reinvestment. As described below, subsequent purchases through each
Portfolio's Systematic Investment Plan must be at least $100.

PURCHASES BY MAIL

An account may be opened by mailing a check or other negotiable bank draft
(payable to the name of the appropriate Portfolio) for $2,000 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

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

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

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

18
<PAGE>

GENERAL INFORMATION REGARDING PURCHASES

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

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

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

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

SYSTEMATIC INVESTMENT PLAN - A shareholder may also arrange for periodic
additional investments in a Portfolio through automatic deductions by Automated
Clearing House ("ACH") transactions from a checking or savings account by
completing the appropriate section of the Account Application form. This
Systematic Investment Plan is subject to account minimum initial purchase
amounts and a minimum pre-authorized investment amount of $100 per month. An
Account Application form may be obtained by calling 1-800-932-7781.

EXCHANGES

Shareholders of one Portfolio may exchange their shares for shares of the other
Portfolio. Exchanges are made at net asset value. An exchange is considered a
sale of shares and will result in capital gain or loss for federal income tax
purposes. The shareholder must have received a current prospectus for the new
Portfolio before any exchange will be effected, and the exchange privilege may
be exercised only in those states where shares

19
<PAGE>

of the new Portfolio may legally be sold. If the Transfer Agent receives
exchange instructions in writing or by telephone (an "Exchange Request") in good
order by 4:00 p.m., Eastern time, on any Business Day, the exchange will be
effected that day. The liability of the Fund or the Transfer Agent for
fraudulent or unauthorized telephone instructions may be limited as described
below. The Fund reserves the right to modify or terminate this exchange offer
on 60 days' notice.

REDEMPTIONS

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

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

SYSTEMATIC WITHDRAWAL PLAN - Each Portfolio offers a Systematic Withdrawal Plan
("SWP") for shareholders who wish to receive regular distributions from their
account. Upon commencement of the SWP, the account must have a current value of
$2,000 or more. Shareholders may elect to receive automatic payments via ACH
wire transfers of $100 or more on a monthly, quarterly, semi-annual or annual
basis. An application form for SWP may be obtained by calling
1-800-932-7781.

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

20
<PAGE>

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

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

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

PERFORMANCE

From time to time, a Portfolio may advertise its yield and total return. These
figures will be based on historical earnings and are not intended to indicate
future performance. No representation can be made regarding actual future
yields or returns. The yield of 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 Portfolio commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period and assuming the reinvestment of all dividend and capital gain
distributions.

A Portfolio may periodically compare its performance to that of other mutual
funds tracked by mutual fund rating services (such as Lipper Analytical), or by
financial and business publications and periodicals, broad groups of comparable
mutual funds, unmanaged indices, which may assume investment of dividends but
generally do not reflect deductions for administrative and management costs, or
other investment alternatives. A Portfolio may quote Morningstar, Inc., a
service that ranks mutual funds on the basis of risk-adjusted performance. A
Portfolio may quote Ibbotson Associates of Chicago, Illinois, which provides
historical returns of the capital markets in the U.S. A Portfolio may

21
<PAGE>

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. A Portfolio may also quote financial
and business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques.

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

Additional performance information regarding each Portfolio is set forth in the
1995 Annual Report to Shareholders, available upon request and without charge by
calling 1-800-932-7781.

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 a Portfolio 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
continue to qualify for the special tax treatment afforded regulated investment
companies as defined under Subchapter M of the Internal Revenue Code of 1986, as
amended (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:

22
<PAGE>

from dividends paid by domestic corporations. It can be expected that only
certain dividends of the Equity Value Portfolio will qualify for that deduction.
Dividends of the Fixed Income Portfolio are not expected to qualify. Any net
capital gains will be distributed annually and will be taxed to shareholders as
long-term capital gains, regardless of how long the shareholder has held shares.
Each Portfolio will make annual reports to shareholders of the federal income
tax status of all distributions, including the amount of dividends eligible for
the dividends-received deduction.

Certain securities purchased by a Portfolio (such as STRIPS, defined in
"Description of Permitted Investments and Risk Factors") are sold with original
issue discount and thus do not make periodic cash interest payments. For a
further description of such securities, see "Description of Permitted
Investments and Risk Factors" below. Each Portfolio will be required to include
as part of its current income the accrued discount on such obligations even
though the Portfolio has not received any interest payments on such obligations
during that period. Because each Portfolio distributes all of its net
investment income to its shareholders, a Portfolio may have to sell portfolio
securities to distribute such accrued income, which may occur at a time when the
Adviser would not have chosen to sell such securities and which may result in a
taxable gain or loss.

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

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

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.

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

23
<PAGE>

GENERAL INFORMATION

THE FUND

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

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,
brokerage costs, interest charges, taxes and organization expenses and (ii) pro
rata share of the Fund's other expenses, including audit and legal expenses.
Each Portfolio's 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 share held entitles the shareholder of record to one vote. 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.

24
<PAGE>

REPORTING

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

SHAREHOLDER INQUIRIES

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

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income (excluding capital gain) of the
Equity Value Portfolio is distributed in the form of dividends to shareholders
of record on the last Business Day of each quarter. The Fixed Income Portfolio
declares dividends of substantially all of its net investment income (exclusive
of capital gain) daily and distributes such dividends on the first Business Day
of each month. Shares of the Fixed Income Portfolio purchased begin earning
dividends on the Business Day following receipt of payment by the Transfer
Agent. Normally, this will occur within two Business Days after an order is
effective. If any capital gain is realized for either Portfolio, substantially
all of it will be distributed at least annually.

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

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

25
<PAGE>

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

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

CUSTODIAN

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

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

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

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

ASSET-BACKED SECURITIES - Asset-backed securities are secured by non-mortgage
assets such as company receivables, truck and auto loans, leases and credit card
receivables. Such securities are generally issued as pass-through certificates,
which represent undivided fractional ownership interests in the underlying pools
of assets. Such securities also may be debt instruments, which are also known
as collateralized obligations and are generally issued as the debt of a special
purpose entity, such as a trust, organized solely for the purpose of owning such
assets and issuing such debt.

26
<PAGE>

obligations superior to that of the holders of the asset-backed securities.
There also is the possibility that recoveries on repossessed collateral may not,
in some cases, be available to support payments on those securities. Asset-
backed securities entail prepayment risk, which may vary depending on the type
of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.

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

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

MORTGAGE BACKED SECURITIES - Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie securities
purchased at a premium often results in capital losses, while prepayment of
mortgages purchased at a discount often results in capital gains. Because of
these unpredictable prepayment characteristics, it is often not possible to
predict accurately the average life or realized yield of a particular issue.

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 the Government National Mortgage Association ("GNMA"), the
Federal National Mortgage Association ("FNMA") and the Federal Home Loan
Mortgage Corporation ("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 guarantee timely
distributions of interest to certificate holders. GNMA and FNMA also each
guarantee timely distributions of scheduled principal. FHLMC has in the past
guaranteed only the ultimate collection of principal of the underlying mortgage
loan;

27
<PAGE>

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.

Private Pass-Through Securities: These are mortgage-backed securities issued by
- -------------------------------
a non-governmental entity, such as a trust. These securities include CMOs and
REMICs that are rated in one of the top two rating categories. While they are
generally structured with one or more types of credit enhancement, private pass-
through securities typically lack a guarantee by an entity having the credit
status of a governmental agency or instrumentality.

CMOs: CMOs are debt obligations of multiclass pass-through certificates issued
- ----
by agencies or instrumentalities of the U.S. Government or by private
originators or investors in mortgage loans. 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 than their stated maturities or final distribution dates, resulting in a
loss of all or part of any premium paid.

REMICs: A REMIC is a CMO that qualifies for special tax treatment under the
- ------
Code and invests in certain mortgages principally secured by interests in real
property. Investors may purchase beneficial interests in REMICs, which are
known as "regular" interests, or "residual" interests. Guaranteed REMIC pass-
through certificates ("REMIC Certificates") issued by FNMA or FHLMC represent
beneficial ownership interests in a REMIC trust consisting principally of
mortgage loans or FNMA, FHLMC or GNMA-guaranteed mortgage pass-through
certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment
of interest, and also guarantees the payment of principal as payments are
required to be made on the underlying mortgage participation certificates. FNMA
REMIC Certificates are issued and guaranteed as to timely distribution of
principal and interest by FNMA.

Parallel Pay Securities; PAC Bonds: Parallel pay CMOs and REMICs are structured
- ----------------------------------
to provide payments of principal on each payment date to more than one class.
These simultaneous payments are taken into account in calculating the stated
maturity date or final distribution date of each class, which must be retired by
its stated maturity date or final distribution date, but may be retired earlier.
Planned Amortization Class CMOs ("PAC Bonds") generally require payments of a
specified amount of principal on each payment date. PAC Bonds are always
parallel pay CMOs with the required principal payment on such securities having
the highest priority after interest has been paid to all classes.

28
<PAGE>

Stripped Mortgage-Backed Securities ("SMBs"): SMBs are usually structured with
- --------------------------------------------
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive
all of the interest payments and is thus termed an interest-only class ("IO"),
while the other class may receive all of the principal payments and is thus
termed the principal-only class ("PO"). The value of IOs tends to increase as
rates rise and decrease as rates fall; the opposite is true of POs. SMBs are
extremely sensitive to changes in interest rates because of the impact thereon
of prepayment of principal on the underlying mortgage securities. The market
for SMBs is not as fully developed as other markets; SMBs therefore may be
illiquid.

Risk Factors: 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.

REITS - REITs are trusts that invest primarily in commercial real estate or real
estate-related loans. The value of interests in REITs may be affected by the
value of the property owned or the quality of the mortgages held by the
trust.

REPURCHASE AGREEMENTS - Repurchase agreements are agreements by which the
Portfolio obtains a security and simultaneously commits to return the security
to the seller at an agreed upon price on an agreed upon date within a number of
days from the date of purchase. The Custodian will hold the security as
collateral for the repurchase agreement. The Portfolio bears a risk of loss in
the event the other party defaults on its obligations and the Portfolio is
delayed or prevented from exercising its right to dispose of the collateral or
if the Portfolio realizes a loss on the sale of the collateral. 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.

29
<PAGE>

jurisdictions, difficulties in effecting repatriation of capital invested
abroad, and difficulties in transaction settlements and the effect of delay on
shareholder equity. Foreign securities may be subject to foreign taxes, and may
be less marketable than comparable U.S. securities. The value of a Portfolio's
investments denominated in foreign currencies will depend on the relative
strengths of those currencies and the U.S. dollar, and a Portfolio may be
affected favorably or unfavorably by changes in the exchange rates or exchange
control regulations between foreign currencies and the U.S. dollar. Changes in
foreign currency exchange rates also may affect the value of dividends and
interest earned, gains and losses realized on the sale of securities and net
investment income and gains, if any, to be distributed to shareholders by a
Portfolio.

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

U.S. TREASURY OBLIGATIONS - U.S. Treasury obligations consist of bills, notes
and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through the
Federal book-entry system known as Separately Traded Registered Interest and
Principal Securities ("STRIPS").

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.

30
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SUMMARY.................................................................... 2
EXPENSE SUMMARY............................................................ 4
FINANCIAL HIGHLIGHTS....................................................... 6
THE FUND AND THE PORTFOLIOS................................................ 8
INVESTMENT OBJECTIVES...................................................... 8
INVESTMENT POLICIES........................................................ 8
RISK FACTORS............................................................... 11
INVESTMENT LIMITATIONS..................................................... 12
THE ADVISER................................................................ 13
THE ADMINISTRATOR.......................................................... 14
THE TRANSFER AGENT......................................................... 14
THE DISTRIBUTOR............................................................ 15
PORTFOLIO TRANSACTIONS..................................................... 15
PURCHASE AND REDEMPTION OF SHARES.......................................... 16
PERFORMANCE................................................................ 19
TAXES...................................................................... 20
GENERAL INFORMATION........................................................ 22
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS...................... 24
</TABLE>

<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolios:
CLOVER CAPITAL EQUITY VALUE FUND
CLOVER CAPITAL FIXED INCOME FUND

Adviser:
CLOVER CAPITAL MANAGEMENT INC.

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FINANCIAL MANAGEMENT CORPORATION

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

February 28, 1996
<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIOS:
CLOVER CAPITAL EQUITY VALUE FUND
CLOVER CAPITAL FIXED INCOME FUND

INVESTMENT ADVISER:
CLOVER CAPITAL MANAGEMENT, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Clover Capital Equity Value Fund (the "Equity Value Portfolio") and Clover
Capital Fixed Income Fund (the "Fixed Income Portfolio") (each a "Portfolio" and
collectively, the "Portfolios"). It is intended to provide additional
information regarding the activities and operations of The Advisor's Inner
Circle Fund (the "Fund") and the Portfolios and should be read in conjunction
with the Portfolios' prospectus dated February 28, 1996. Prospectuses for the
Portfolios may be obtained by calling 1-800-932-7781.

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
THE FUND............................... S - 2
DESCRIPTION OF PERMITTED INVESTMENTS... S - 2
INVESTMENT LIMITATIONS................. S - 7
THE ADVISER............................ S - 9
THE ADMINISTRATOR...................... S - 10
THE DISTRIBUTOR........................ S - 11
TRUSTEES AND OFFICERS OF THE FUND...... S - 11
COMPUTATION OF YIELD AND TOTAL RETURN.. S - 14
PURCHASE AND REDEMPTION OF SHARES...... S - 15
DETERMINATION OF NET ASSET VALUE....... S - 15
TAXES.................................. S - 16
PORTFOLIO TRANSACTIONS................. S - 17
DESCRIPTION OF SHARES.................. S - 20
SHAREHOLDER LIABILITY.................. S - 20
LIMITATION OF TRUSTEES' LIABILITY...... S - 20
5% SHAREHOLDERS........................ S - 21
EXPERTS................................ S - 21
FINANCIAL STATEMENTS................... S - 21
APPENDIX............................... A - 1
</TABLE>

February 28, 1996
<PAGE>

THE FUND

This Statement of Additional Information relates only to the Clover Capital
Equity Value Fund (the "Equity Value Portfolio") and Clover Capital Fixed Income
Fund (the "Fixed Income Portfolio") (each a "Portfolio"). 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 Fixed Income Portfolio may invest in SECURITIES ISSUED BY THE GOVERNMENT
NATIONAL MORTGAGE ASSOCIATION ("GNMA"), a wholly-owned U.S. Government
corporation which guarantees the timely payment of principal and interest. The
market value and interest yield of these instruments can vary due to market
interest rate fluctuations and early prepayments of underlying mortgages. These
securities represent ownership in a pool of federally insured mortgage loans.
GNMA certificates consist of underlying mortgages with a maximum maturity of 30
years. However, due to scheduled and unscheduled principal payments, GNMA
certificates have a shorter average maturity and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to accurately predict the average maturity of a particular
GNMA pool. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. GNMA securities
differ from conventional bonds in that principal is paid back to the certificate
holders over the life of the loan rather than at maturity. As a result, there
will be monthly scheduled payments of principal and interest. In addition,
there may be unscheduled principal payments representing prepayments on the
underlying mortgages. Although GNMA certificates may offer yields higher than
those available from other types of U.S. Government securities, GNMA
certificates may be less effective than other types of securities as a means of
"locking in" attractive long-term rates because of the prepayment feature. For
instance, when interest rates decline, the value of a GNMA certificate likely
will not rise as much as comparable debt securities due to the prepayment
feature. In addition, these prepayments can cause the price of a GNMA
certificate originally purchased at a premium to decline in price to its par
value, which may result in a loss.

The Fixed Income Portfolio may invest in MORTGAGE-BACKED SECURITIES AND ASSET-
BACKED SECURITIES. Two principal types of mortgage-backed securities are
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs"),

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which are rated in one of the top two categories by Standard & Poor's
Corporation ("S&P") or Moody's Investors Services, Inc. ("Moody's"). 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 which 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 are not generally
guaranteed.

REMICs, which were authorized under the Tax Reform Act of 1986, are private
entities formed for the purpose of holding a fixed pool of mortgages secured by
an interest in real property. REMICs are similar to CMOs in that they issue
multiple classes of securities.

In addition to mortgage-backed securities, the Fixed Income Portfolio may invest
in securities secured by asset-backed securities including company receivables,
truck and auto loans, leases, and credit card receivables. These issues may be
traded over-the-counter and typically have a short-intermediate maturity
structure depending on the paydown characteristics of the underlying financial
assets which are passed through to the security holder.

The Fixed Income Portfolio may also invest in REAL ESTATE INVESTMENT TRUSTS
("REITs"), which pool investors' funds for investment in income producing
commercial real estate or real estate related loans. REITs are generally
classified as follows:

- Equity REITs which invest the majority of their assets directly in real
property and derive income primarily from rents. Equity REITs also may
realize capital gains from the sale of appreciated property. Thus, the
value of interests in Equity REITs may be affected by changes in the value
of the underlying properties.

- Mortgage REITs which invest the majority of their assets in real estate
mortgages and derive their income primarily from interest payments.
Mortgage REITs may be

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affected by the quality of any credit extended.

- Hybrid REITs invest both in real property and real estate mortgages.

A REIT is not federally taxed on income distributed to shareholders if it
complies with certain conditions. REITs that the Portfolio invests in could
possibly fail to qualify for this tax free pass-through treatment of income. In
addition, REITs are professionally managed and are dependent on the skills of
their management. A shareholder in the Portfolio should realize that he or she
will bear not only his or her proportionate share of Portfolio expenses, but
also, indirectly, similar expenses of REITs that the Portfolio invests in.
REITs may also be subject to heavy cash flow dependency, defaults by borrowers
and liquidation.

Certain of the investments of the Portfolios may include U.S. GOVERNMENT AGENCY
SECURITIES. Agencies of the United States Government which issue obligations
consist of, among others, the Export Import Bank of the United States, Farmers
Home Administration, Federal Farm Credit Bank, Federal Housing Administration,
GNMA, Maritime Administration, Small Business Administration and the Tennessee
Valley Authority. Obligations of instrumentalities of the U.S. Government
include securities issued by, among others, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Federal National Mortgage Association ("FNMA") and the United States
Postal Service. Some of these securities are supported by the full faith and
credit of the U.S. Treasury (e.g., GNMA), others are supported by the right of
the issuer to borrow from the Treasury and still others are supported only by
the credit of the instrumentality (e.g., FNMA). 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
the value of the obligation prior to maturity.

Certain of the investments of the Portfolios may include BANKERS' ACCEPTANCES
which are bills of exchange or time drafts drawn on and accepted by a commercial
bank. They are used by corporations to finance the shipment and storage of
goods and to furnish dollar exchange. Maturities are generally six months or
less.

Certain of the investments of the Portfolios may include CERTIFICATES OF DEPOSIT
which are negotiable interest bearing instruments with a specific maturity.
Certificates of deposit are issued by banks and savings and loan institutions in
exchange for the deposit of funds and normally can be traded in the secondary
market, prior to maturity.

Certain of the investments of the Portfolios may include TIME DEPOSITS which are
non-negotiable receipts issued by a bank in exchange for the deposit of funds.
Like certificates of deposit, they earn a specified rate of interest over a
definite period of time; however, it cannot be traded in the secondary market.

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<PAGE>

Certain of the investments of the Portfolios may include COMMERCIAL PAPER
INSTRUMENTS which are unsecured short-term promissory notes issued by
corporations and other entities. Maturities on these issues vary generally from
a few days to nine months.

The Fixed Income Portfolio may invest in VARIABLE OR FLOATING RATE INSTRUMENTS
which may involve a demand feature and may include variable amount master demand
notes which may or may not be backed by bank letters of credit. The holder of
an instrument with a demand feature may tender the instrument back to the issuer
at par prior to maturity. A variable amount master demand note is issued
pursuant to a written agreement between the issuer and the holder, its amount
may be increased by the holder or decreased by the holder or issuer, it is
payable on demand, and the rate of interest varies based upon an agreed formula.
The quality of the underlying credit must, in the opinion of the Adviser, be
equivalent to the long-term bond or commercial paper ratings applicable to
permitted investments for the Fixed Income Portfolio. The Adviser will monitor
on an ongoing basis the earnings power, cash flow and liquidity ratios of the
issuers of such instruments and will similarly monitor the ability of an issuer
of a demand instrument to pay principal and interest on demand.

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

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

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<PAGE>

The Fixed Income Portfolio may invest in U.S. DOLLAR DENOMINATED FIXED INCOME
SECURITIES OF FOREIGN ISSUERS which are traded in the United States. In
addition, the Equity Value Portfolio may invest in AMERICAN DEPOSITARY RECEIPTS.
These instruments may subject the Portfolio to investment risks that differ in
some respects from those related to investments in obligations of U.S. domestic
issuers. Such risks include future adverse political and economic developments,
the possible imposition of withholding taxes on interest or other income,
possible seizure, nationalization, or expropriation of foreign deposits, the
possible establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Foreign issuers of securities or
obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks.

The Fixed Income Portfolio may purchase OBLIGATIONS OF SUPRANATIONAL AGENCIES.
Currently, the Portfolio only intends to invest in obligations issued or
guaranteed by the Asian Development Bank, Inter-American Development Bank,
International Bank for Reconstruction and Development (World Bank), African
Development Bank, European Coal and Steel Community, European Economic
Community, European Investment Bank and Nordic Investment Bank.

INVESTMENT COMPANY SHARES

Each Portfolio may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Portfolio. 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) securities (other than
treasury stock) issued by all investment companies represent more than 10% of
the total assets of the Portfolio. See also "Investment Limitations."

It is the position of the staff of the Securities and Exchange Commission (the
"SEC") that certain non-governmental issuers of CMOs constitute investment
companies pursuant to the Investment Company Act of 1940, as amended (the "1940
Act"), and either (a) investments in such instruments are subject to the
limitations set forth above or (b) the issuers of such instruments have received
orders from the SEC exempting such

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instruments from the definition of investment company.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

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

No Portfolio may:

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

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

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of total assets. Any borrowing will
be done from a bank and, to the extent that such borrowing exceeds 5% of
the value of the Portfolio's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall
below 300%, the Portfolio shall, within three days thereafter or such
longer period as the SEC may prescribe by rules and regulations, reduce the
amount of its borrowings to such an extent that the asset coverage of such
borrowings shall be at least 300%. This borrowing provision is included
solely for temporary liquidity or emergency purposes. All borrowings will
be repaid before making investments and any interest paid on such
borrowings will reduce income.

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

5. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted by (3) above in aggregate amounts not to exceed 10% of
total assets taken at current value at the time of the incurrence of such
loan.

6. Purchase or sell real estate, real estate limited partnership interests,
futures contracts, commodities or commodities contracts, provided that this
shall not prevent a Portfolio from investing in readily marketable
securities of issuers that can invest in real estate or commodities,
institutions that issue mortgages, real

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<PAGE>

estate investment trusts that deal in real estate or interests therein
pursuant to a Portfolio's investment objective and policies.

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

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

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

10. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

11. Purchase or retain securities of an issuer if, to the knowledge of the
Fund, an officer, trustee, partner or director of the Fund or any
investment adviser of the Fund owns beneficially more than 1/2 of 1% of the
shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.

12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

NON-FUNDAMENTAL POLICIES

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

1. No Portfolio may write or purchase puts, calls, options or combinations
thereof.

2. No Portfolio may invest in warrants except that the Equity Value Portfolio
may invest in warrants and other rights to purchase common stocks in an
amount not exceeding 5% of the Portfolio's net assets as valued at the
lower of cost or market value. Included in that amount, but not to exceed
2% of the Portfolio's net assets, may be warrants not listed on the New
York Stock Exchange or American Stock Exchange.

3. No Portfolio may invest in illiquid securities in an amount exceeding, in
the

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<PAGE>

aggregate, 10% of a portfolio's assets. An illiquid security is a security
which cannot be disposed of promptly (within seven days), and in the usual
course of business without a loss, and includes repurchase agreements
maturing in excess of seven days, time deposits with a withdrawal penalty,
non-negotiable instruments and instruments for which no market exists.

4. No Portfolio may invest more than 10% of the total assets in securities of
issuers which together with any predecessors have a record of less than
three years continuous operation.

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

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

THE ADVISER

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

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of any Portfolio (including amounts payable to the Adviser but
excluding interest, taxes, brokerage, litigation, and other extraordinary
expenses) exceeds limitations established by any state in which the shares of
the Portfolio are registered, the Adviser will bear the amount of such excess.
The Adviser will not be required to bear expenses of any Portfolio to an extent
which would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). For the fiscal period ended October 31, 1995, for the
Equity Value Portfolio the Adviser was paid $238,624 and waived fees of $39,599
and for the Fixed Income Portfolio the Adviser was paid $0, waived fees of
$68,168 and reimbursed expenses of $16,812. For the fiscal period ended October
31, 1994, for the Equity Value Portfolio the Adviser was paid $110,578 and
waived fees of $30,260 and for the Fixed Income Portfolio the Adviser was paid
$0, waived fees of $38,976 and reimbursed expenses of $17,918. For the fiscal
period ended October 31, 1993, the Adviser was paid $50,664 and waived fees of
$40,566 in respect of the Equity Value Portfolio and received $0, waived $47,308

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<PAGE>

in fees due it under the Advisory Agreement and reimbursed Portfolio expenses of
$7,653 in respect of the Fixed income Portfolio.

The continuance of the Advisory Agreement after the first two years must be
specifically approved at least annually (i) by the vote of the Trustees or by a
vote of the shareholders of the Portfolio, and (ii) by the vote of a majority of
the Trustees who are not parties to the Advisory Agreement or "interested
persons" of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Advisory Agreement will terminate
automatically in the event of its assignment, and is terminable at any time
without penalty by the Trustees of the Fund or, with respect to any 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.

THE ADMINISTRATOR

The Fund and SEI Financial Management Corporation (the "Administrator") have
entered into an administration agreement dated November 14, 1991 (the
"Administration Agreement"). The Administration Agreement provides that the
Administrator shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which the
Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Administrator in
the performance of its duties or from reckless disregard by it of its duties and
obligations thereunder. The Administration Agreement shall remain in effect for
a period of five years after the effective date of the agreement and shall
continue in effect for successive periods of two years unless terminated by
either party on not less than 90 days' prior written notice to the other party.
For the fiscal periods ended October 31, 1995, 1994 and 1993, the Administrator
received fees of $73,770, $50,000 and $50,000 for the Equity Value Portfolio and
$49,962, $50,000 and $50,000 for the Fixed Income Portfolio, respectively.

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

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<PAGE>

administrator to the following other mutual funds: The Achievement Funds Trust,
The Arbor Fund, ARK Funds, Bishop Street Funds, The Compass Capital Group,
Conestoga Family of Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, FFB
Lexicon Funds, First American Investment Funds, Inc., First American Funds,
Inc., Insurance Investment Products Trust, Inventor Funds, Inc., Marquis
Funds(R), Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar
Funds, Rembrandt Funds(R), 1784 Funds, SEI Daily Income Trust, SEI Index Funds,
SEI Institutional Managed Trust, SEI International Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds and STI Classic
Variable Trust.

THE DISTRIBUTOR

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

TRUSTEES AND OFFICERS OF THE FUND

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

ROBERT A. NESHER (DOB 08/17/46) - Trustee* - 8 South Street, Kennebunkport, ME
04046. Retired since 1994. Director, Executive Vice President of SEI
Corporation, 1986-

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<PAGE>

1994. Director and Executive Vice President of the Administrator and
Distributor, September, 1981-1994.

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.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* - 2000 One Logan Square,
Philadelphia, PA 19103. Partner of Morgan, Lewis & Bockius LLP, Counsel to SEI,
the Fund, the Administrator and Distributor, for the past five years. Director
and Secretary of SEI.

FRANK E. MORRIS (DOB 12/30/23) - Trustee** - 105 Walpole Street, Dover, MA
02030. Peter Drucker Professor of Management, Boston College since 1989.
President, Federal Reserve Bank of Boston, 1968-1988.

ROBERT A. PATTERSON (DOB 11/05/17) - 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.

GENE PETERS (DOB 06/03/20) - Trustee** - 943 Oblong Road, Williamstown, MA
01267. Private investor from 1987 to present. Vice President and Chief
Financial Officer, Western Company of North America (petroleum service company)
(1980-1986). President of Gene Peters and Associates (import company) (1978-
1980). President and Chief Executive Officer of Jos. Schlitz Brewing Company
before 1978.

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Ten Post Office Square South,
Boston, MA 02109. Retired since 1993. Formerly, Partner of Dechert Price &
Rhoads (law firm).

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

SANDRA K. ORLOW (DOB 10/18/53) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1983.

KEVIN P. ROBINS (DOB 04/15/61) - Vice President, Assistant Secretary - Senior
Vice President and General Counsel of SEI, the Administrator and the Distributor
since 1994. Secretary of the Administrator and the Distributor since 1994.
Vice President and Assistant Secretary of SEI, the Administrator and the
Distributor (1992-1994). Associate,

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<PAGE>

Morgan, Lewis & Bockius LLP (law firm) prior to 1992.

JEFFREY A. COHEN, CPA (DOB 04/22/61) - Controller, Assistant Secretary -
Director, International and Domestic Funds Accounting, SEI Corporation since
1991. Audit Manager, Price Waterhouse prior to 1991.

**1ROBERT B. CARROLL (DOB 02/26/60) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since 1994. United States SEC, Division of Investment Management, (1990-1994).
Associate, McGuire, Woods, Battle & Boothe (law firm) before 1990.

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

JOSEPH M. LYDON (DOB 09/27/59) - Vice President, Assistant Secretary - Director
of Business Administration of Fund Resources, SEI Corporation since 1995. Vice
President of Fund Group and Vice President of the Adviser, Dreman Value
Management and President of Dreman Financial Services, Inc. prior to 1995.

TODD CIPPERMAN (DOB 02/14/66) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1995. Associate, Dewey Ballantine (law firm) (1994-1995). Associate,
Winston & Strawn (law firm) (1991-1994).

RICHARD W. GRANT (DOB 10/25/45) - Secretary - 2000 One Logan Square,
Philadelphia, PA 19103, Partner of Morgan, Lewis & Bockius LLP (law firm),
Counsel to SEI, the Fund, the Administrator and the Distributor for the past
five years.

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

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

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

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

S-13
<PAGE>

Total
Compensation
From Registrant
and Fund
Aggregate Compensation Pension or Complex* Paid to
From Registrant for the Retirement Benefits Estimated Trustees for the
Fiscal Year Ended Accrued as Part of Annual Benefits Fiscal Year Ended
Name of Person, Position October 31, 1995 Fund Expenses Upon Retirement October 31, 1995
=======================================================================================================================
<S> <C> <C> <C> <C>
John T. Cooney $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- -----------------------------------------------------------------------------------------------------------------------
Frank E. Morris $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- -----------------------------------------------------------------------------------------------------------------------
Robert Patterson $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- -----------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- -----------------------------------------------------------------------------------------------------------------------
James M. Storey, Esq. $9,429.84 N/A N/A $9,429.94 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>

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
current daily number of shares outstanding during the period that were entitled
to receive dividends; and d = the maximum offering price per share on the last
day of the period.

For the 30-day period ended October 31, 1995, yields were 1.50% for the Equity
Value Portfolio, and 5.89% for the Fixed Income Portfolio, respectively.

S-14
<PAGE>

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.

For the fiscal year ended October 31, 1995 and for the period from December 6,
1991 (commencement of operations) through October 31, 1995, the total return was
21.25% and 15.29% for the Equity Value Portfolio and 15.27% and 8.28% for the
Fixed Income Portfolio, respectively.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the Transfer Agent on days when
the New York Stock Exchange is open for business. Shares of each 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 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 restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of a 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, the Administrator, the
Transfer Agent and/or the custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

The securities of each Portfolio 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

S-15
<PAGE>

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, each
Portfolio expects to eliminate or reduce to a nominal amount the federal taxes
to which it may be subject.

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

S-16
<PAGE>

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.

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

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

STATE TAXES

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

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 is
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 generally seeks
reasonably competitive spreads or

S-17
<PAGE>

commissions, the Portfolios will not necessarily be paying the lowest spread or
commission available.

The money market instruments in which the Portfolios invest are traded primarily
in the over-the-counter market. Bonds and debentures are usually traded over-
the-counter, but may be traded on an exchange. Where possible, the Adviser will
deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
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.

The Adviser may, consistent with the interests of a Portfolio, select brokers on
the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received
by the Adviser will be in addition to and not in lieu of the services required
to be performed by the Adviser under the Advisory Agreement. If, in the
judgment of the Adviser, a Portfolio or other accounts managed by the Adviser
will be benefitted by supplemental research services, the Adviser is authorized
to pay brokerage commissions to a broker furnishing such services which are in
excess of commissions which another broker may have charged for effecting the
same transaction. These research services include advice, either directly or
through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; and providing
portfolio performance evaluation and technical market analyses. The expenses of
the Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to the Portfolio or account generating the brokerage, and there can
be no guarantee that the Adviser will find all of such services of value in
advising that Portfolio. For the fiscal year ended October 31, 1995, the Equity
Value and Fixed Income Portfolios directed no transactions to broker-dealers for
research services. For the fiscal year ended October 31, 1994 the Equity Value
Portfolio directed transactions amounting to $13,466,242 to broker-dealers for
research services, and paid commissions of $40,782 on those transactions. For
the fiscal year ended October 31, 1994, the Fixed Income Portfolio directed no
transactions to broker-dealers for research services.

S-18
<PAGE>

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. For the
fiscal years October 31, 1993, 1994 and 1995, the Equity Value Fund paid the
Distributor brokerage commissions in the aggregate amount of $1,134, $0 and
$2,512. For the fiscal year ended October 31, 1995, the commission the Equity
Value Fund paid to the Distributor represented 2% of the aggregate brokerage
commissions which were paid on transactions that represented 55% of the
aggregate dollar amount of transactions that incurred commissions paid by that
Portfolio during such period. Aggregate brokerage commissions paid by the Equity
Value Fund for the fiscal years ended October 31, 1993, 1994 and 1995 were
$41,664, $46,917 and $136,995, respectively. For the fiscal years ended October
31, 1993, 1994 and 1995, the Fixed Income Fund paid the Distributor brokerage
commissions in the aggregate amount of $0, $0 and $411. For the fiscal year
ended October 31, 1995, the commission the Fixed Income Fund paid to the
Distributor represented 100% of the aggregate brokerage commissions which were
paid on transactions that represented 42% of the aggregate dollar amount of
transactions that incurred commissions paid by that Portfolio during such
period. Aggregate brokerage commissions paid by the Fixed Income Fund for the
fiscal years ended October 31, 1993, 1994 and 1995 were $0, $0 and $411,
respectively.

Since the Fund does not market its shares through intermediary brokers or
dealers, it is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified broker-
dealers who recommend the 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.

For the fiscal years ended October 31, 1994 and 1995, the portfolio turnover
rate for each of the Portfolios was as follows:

================================================
TURNOVER RATE

PORTFOLIO
-----------------------------
1994 1995
<S> <C> <C>

</TABLE>

S-19
<PAGE>

<TABLE>
<S> <C> <C>
Equity Value Portfolio 58.44% 84.76%
- -------------------------------------------------
Fixed Income Portfolio 11.11% 35.84%
=================================================
</TABLE>

DESCRIPTION OF SHARES

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

SHAREHOLDER LIABILITY

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

LIMITATION OF TRUSTEES' LIABILITY

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

S-20
<PAGE>

5% SHAREHOLDERS

As of February 5, 1996, the following persons were the only persons who were
record owners (or to the knowledge of the Fund, beneficial owners) of 5% or more
of the shares of the Portfolios.

Clover Capital Equity Value Fund.

None.

Clover Capital Fixed Income Fund.
<TABLE>
<CAPTION>
Shareholder Number of Shares %
- ----------- ---------------- --
<S> <C> <C>
Clover Capital Management Inc. 119,745.002 7.39%
Employee 401(k) Savings and
Deferred Profit Sharing Plan
11 Tobey Village Office Park
Pittsford, NY 14534
</TABLE>

The Fund believes that most of the shares referred to above were held by the
persons indicated in accounts for their fiduciary, agency or custodial
customers.

EXPERTS

The financial statements in this Statement of Additional Information have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report, with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.

FINANCIAL STATEMENTS

S-21
<PAGE>

APPENDIX

DESCRIPTION OF CORPORATE BOND RATINGS

The following descriptions of corporate bond ratings have been published by
Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
("Moody's"), respectively.

Debt rated AAA has the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Debt rated AA also qualities as high-quality debt. Capacity to pay principal
and interest is very strong, and differs from AAA issues only in small degree.
Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

Debt rated BBB is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

Debt rated BB, B, CCC, CC and C is regarded as having predominately speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the least degree of
speculation and C the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties of major risk exposures to adverse conditions.

The rating CI is reserved for income bonds on which no interest is being paid.

Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.

A-1
<PAGE>

Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Bonds rated Baa are considered as medium grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
S&P and Moody's, respectively.

Commercial paper rated A-1 by S&P is regarded by S&P as having the greatest
capacity for timely payment. Ratings are further refined by the use of a plus
sign to indicate the relative degree of safety. Issues rated A-1+ are those
with "extremely strong safety characteristics." Those rated A-1 reflect a
"strong" degree of safety regarding timely payment.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.

A-2
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Trustees of
Clover Capital Equity Value Fund and
Clover Capital Fixed Income Fund of
The Advisors' Inner Circle Fund:

We have audited the accompanying statements of net assets of Clover Capital
Equity Value Fund and Clover Capital Fixed Income Fund (two of the funds
constituting The Advisors' Inner Circle Fund) as of October 31, 1995, and the
related statements of operations, changes in net assets and financial
highlights for the periods presented. These financial statements and financial
highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Clover Capital Equity Value Fund and Clover Capital Fixed Income Fund of The
Advisors' Inner Circle Fund as of October 31, 1995, the results of their
operations, changes in their net assets, and financial highlights for the
periods presented, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
December 5, 1995
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
Value
CLOVER CAPITAL EQUITY VALUE FUND Shares (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK -- 73.7%
AIR TRANSPORTATION -- 3.2%
United Air Lines Par $0.01*................................... 9,400 $ 1,653
-------
BAKERY PRODUCTS -- 5.4%
Interstate Bakeries........................................... 50,000 1,069
United Biscuits Holdings ADR.................................. 400,000 1,724
-------
2,793
-------
CHEMICALS -- 2.6%
Fuller H.B.................................................... 5,000 158
OM Group...................................................... 40,000 1,160
-------
1,318
-------
COMMUNICATIONS EQUIPMENT -- 2.8%
California Microwave*......................................... 65,000 1,430
-------
COMPUTERS & SERVICES -- 11.8%
Gtech Holdings*............................................... 50,000 1,225
Marcam*....................................................... 135,100 2,026
Policy Management Systems*.................................... 19,000 895
Sungard Data Systems*......................................... 70,600 1,942
-------
6,088
-------
ELECTRICAL SERVICES -- 3.4%
Sierra Pacific Resources...................................... 75,000 1,753
-------
ENTERTAINMENT -- 5.7%
King World Productions*....................................... 85,000 2,964
-------
MACHINERY -- 0.7%
Binks Manufacturing........................................... 15,104 372
-------
MEDICAL PRODUCTS & SERVICES -- 12.4%
Caremark International........................................ 155,000 3,197
Horizon/CMS Healthcare*....................................... 53,970 1,094
Salick Health Care*........................................... 27,500 1,000
Tenet Healthcare*............................................. 61,000 1,090
-------
6,381
-------
MISCELLANEOUS BUSINESS SERVICES -- 1.7%
Advo Systems.................................................. 16,400 418
Ideon Group................................................... 50,000 444
-------
862
-------
PHARMACEUTICALS -- 1.0%
Mallinckrodt Group............................................ 15,000 521
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Shares/Face Market
Amount Value
CLOVER CAPITAL EQUITY VALUE FUND (Continued) (000) (000)
- ---------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK (Concluded)
PRINTING & PUBLISHING -- 1.8%
American Greetings......................................... 30,000 $ 945
-------
RETAIL -- 13.9%
Cash America International................................. 125,000 641
Kroger*.................................................... 50,000 1,669
Melville................................................... 60,000 1,918
Pier 1 Imports............................................. 89,250 859
Service Merchandise*....................................... 200,000 1,075
TJX........................................................ 75,000 1,013
-------
7,175
-------
RUBBER & PLASTIC -- 3.2%
Hanna (M.A.)............................................... 65,000 1,666
-------
SEMI-CONDUCTORS/INSTRUMENTS -- 4.1%
Amphenol*.................................................. 75,000 1,622
IEC Electronics*........................................... 54,500 497
-------
2,119
-------
TOTAL COMMON STOCK (Cost $34,051,501)........................ 38,040
-------
U. S. GOVERNMENT FLOATING RATE AGENCIES -- 6.7%
FHLB
4.373%, 02/14/97 (coupon indexed to the one month 11th Dis-
trict COFI minus .76%) (A)................................ $ 1,000 975
5.740%, 02/14/97 (coupon indexed to the three month T-bill
plus .15%) (A)............................................ 1,000 998
FNMA
5.55%, 06/02/99 (A)........................................ 1,500 1,485
-------
TOTAL U. S. GOVERNMENT FLOATING RATE AGENCIES
(Cost $3,466,408)........................................... 3,458
-------
REAL ESTATE INVESTMENT TRUST -- 4.3%
Manufactured Home Communities............................... 75 1,238
Meditrust................................................... 9 312
Storage Equities Pfd Convertible to 1.6835 shares........... 22 670
-------
TOTAL REAL ESTATE INVESTMENT TRUST (Cost $2,045,000)......... 2,220
-------
CORPORATE OBLIGATIONS -- 2.8%
Canandiagua Wine
8.750%, 12/15/03........................................... 500 498
Service Merchandise Callable 12/15/97 @ 104.50
9.000%, 12/15/04........................................... 1,163 947
-------
TOTAL CORPORATE OBLIGATIONS (Cost $1,449,174)................ 1,445
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Face Market
Amount Value
CLOVER CAPITAL EQUITY VALUE FUND (Concluded) (000) (000)
- -------------------------------------------------------------------------------
<S> <C> <C>
CONVERTIBLE BONDS -- 2.1%
Meditrust Convertible to 27.6396 Shares per 1,000
7.500%, 03/01/01............................................ $ 600 $ 608
Pier 1 Imports Convertible to 87.4891 Shares per 1,000
6.875%, 04/01/02............................................ 463 472
-------
TOTAL CONVERTIBLE BONDS (Cost $1,008,777)..................... 1,080
-------
U. S. TREASURY OBLIGATIONS -- 1.9%
U. S. Treasury Bill
11/24/95.................................................... 1,000 997
-------
TOTAL U. S. TREASURY OBLIGATIONS
(Cost $996,576).............................................. 997
-------
REPURCHASE AGREEMENT -- 11.0%
Lehman Securities 5.54%, dated 10/31/95, matures 11/01/95,
repurchase price $5,691,288.33 (collateralized by U.S.
Treasury Note, par value $5,630,395, 7.50%, matures
01/31/97: market value $5,860,888.72)....................... 5,691
-------
TOTAL REPURCHASE AGREEMENT (Cost $5,691,288).................. 5,691
-------
TOTAL INVESTMENTS -- 102.5% (Cost $48,708,724)................ 52,931
-------
OTHER ASSETS AND LIABILITIES -- (2.5%)
Other Assets and Liabilities, Net............................ (1,284)
-------
NET ASSETS:
Portfolio shares (unlimited authorization--no par value)
based on 3,377,737 outstanding shares of beneficial
interest.................................................... 43,080
Undistributed net investment income.......................... 97
Accumulated net realized gain on investments................. 4,248
Net unrealized appreciation on investments................... 4,222
-------
TOTAL NET ASSETS: -- 100.0%................................... $51,647
=======
Net Asset Value, Offering Price and Redemption Price Per
Share....................................................... $ 15.29
=======
</TABLE>

*Non-income producing security
ADR--American Depository Receipt
FHLB--Federal Home Loan Bank
FNMA--Federal National Mortgage Association
(A) Variable rate security -- The rate reflected on the Statement of Net Assets
is the rate in effect at October 31, 1995.

The accompanying notes are an integral part of the financial statments.
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Face Market
Amount Value
CLOVER CAPITAL FIXED INCOME FUND (000) (000)
- -------------------------------------------------------------------------------
<S> <C> <C>
CORPORATE OBLIGATIONS -- 38.3%
Bass America
6.750%, 08/01/99.............................................. $450 $ 457
Canandiagua Wine
8.750%, 12/15/03.............................................. 600 599
Commonwealth Edison
5.750%, 11/01/96.............................................. 400 399
CSX
8.400%, 08/01/96.............................................. 250 254
Dayton Hudson
7.500%, 03/01/99.............................................. 500 516
Florida Power & Light
5.500%, 07/01/99.............................................. 500 492
General Motors Acceptance
7.750%, 01/15/99.............................................. 400 417
Grand Metro Investment
6.500%, 09/15/99.............................................. 250 253
Masco
9.000%, 04/15/96.............................................. 300 304
6.125%, 09/15/03.............................................. 200 192
Mattel
6.750%, 05/15/00.............................................. 350 354
Northern Illinois Gas
5.875%, 05/01/00.............................................. 400 393
Private Export Funding
6.620%, 10/01/05.............................................. 250 254
Service Merchandise
9.000%, 12/15/04 callable 12/15/97 @ 104.50................... 600 488
Union Electric
5.500%, 03/01/97.............................................. 250 248
-------
TOTAL CORPORATE OBLIGATIONS (Cost $5,565,520)................... 5,620
-------
U. S. TREASURY OBLIGATIONS -- 29.4%
U. S. Treasury Bonds
9.375%, 02/15/06.............................................. 400 500
7.500%, 11/15/16.............................................. 550 619
8.000%, 11/15/21.............................................. 250 299
U. S. Treasury Notes
6.875%, 07/31/99.............................................. 500 518
7.500%, 10/31/99.............................................. 250 265
7.500%, 11/15/01.............................................. 500 541
7.500%, 05/15/02.............................................. 500 543
7.250%, 05/15/04.............................................. 650 703
7.500%, 02/15/05.............................................. 300 331
-------
TOTAL U. S. TREASURY OBLIGATIONS (Cost $4,061,639).............. 4,319
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Face Market
Amount Value
CLOVER CAPITAL FIXED INCOME FUND (Continued) (000) (000)
- -------------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 20.0%
FHLB
4.373%, 02/14/97 (coupon indexed to the one month 11th
District COFI minus .76%) (A)................................ $250 $ 244
FHLMC CMO Pool #1546-H
7.000%, 12/15/22.............................................. 390 387
FHLMC Pool #252641
8.000%, 07/01/07.............................................. 115 117
FHLMC Pool #277449
8.500%, 09/01/09.............................................. 108 112
FNMA CMO-Remic 1993-95 Pe
6.500%, 10/25/07.............................................. 750 750
FNMA MTN
6.250%, 01/14/04.............................................. 250 243
FNMA Pool #G93-21-Remic
6.600%, 11/25/07.............................................. 184 181
GNMA Pool #013125
8.000%, 10/15/06.............................................. 43 45
GNMA Pool #187899
8.000%, 05/15/17.............................................. 293 302
GNMA Pool #196477
10.000%, 04/15/10............................................. 141 151
GNMA Pool #202886
8.000%, 03/15/17.............................................. 293 302
GNMA Pool #221235
8.500%, 07/15/17.............................................. 103 107
-------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (Cost $2,932,775)...... 2,941
-------
CONVERTIBLE BONDS -- 6.0%
Meditrust Convertible to 27.6396 Shares
7.500%, 03/01/01.............................................. 570 577
Pier 1 Imports Convertible to 83.33 Shares
6.875%, 04/01/02.............................................. 300 306
-------
TOTAL CONVERTIBLE BONDS (Cost $870,725)......................... 883
-------
REPURCHASE AGREEMENT -- 5.5%
Lehman Brothers Securities 5.54% dated 10/31/95, matures
11/01/95, repurchase price $810,309.12 (collateralized by U.S.
Treasury Note, par value $818,927.31, 6.625%, matures
03/31/97: market value $834,456.33)........................... 810
-------
TOTAL REPURCHASE AGREEMENT (Cost $810,309)...................... 810
-------
TOTAL INVESTMENTS -- 99.2% (Cost $14,240,968)................... 14,573
-------
OTHER ASSETS AND LIABILITIES -- 0.8%
Other Assets and Liabilities, Net.............................. 112
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Face Market
Amount Value
CLOVER CAPITAL FIXED INCOME FUND (Concluded) (000) (000)
- -------------------------------------------------------------------------------
<S> <C> <C>
NET ASSETS:
Portfolio shares (unlimited authorization -- no par value)
based on 1,484,660 outstanding shares of beneficial interest.. $14,277
Accumulated net realized gain on investments................... 76
Net unrealized appreciation on investments..................... 332
-------
TOTAL NET ASSETS: (100.0%)...................................... $14,685
-------
Net Asset Value, Offering Price and Redemption Price Per
Share......................................................... $ 9.89
=======
</TABLE>

CMO -- Collateralized Mortgage Obligation
FHLB -- Federal Home Loan Bank
FHLMC -- Federal Home Loan Mortgage Corporation
FNMA -- Federal National Mortgage Association
GNMA -- Government National Mortgage Association
MTN -- Medium Term Note
REMIC -- Real Estate Mortgage Investment Conduit
(A) Variable rate securities -- The rate reflected on the Statement of Net
Assets is the rate in effect as of October 31, 1995.

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF OPERATIONS THE ADVISORS' INNER CIRCLE FUND

For the year ending October 31, 1995

<TABLE>
<CAPTION>
CLOVER CAPITAL CLOVER CAPITAL
EQUITY VALUE FIXED INCOME
FUND FUND
-------------- --------------
11/01/94 11/01/94
TO 10/31/95 TO 10/31/95
(000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Investment Income:
Dividend Income................................. $ 459 $ --
Interest Income................................. 641 791
- --------------------------------------------------------------------------------
Total Investment Income........................ 1,100 791
- --------------------------------------------------------------------------------
Expenses:
Administrator Fees.............................. 74 50
Investment Advisory Fees........................ 278 51
Investment Advisory Fee Waiver.................. (40) (51)
Contributions by Adviser........................ -- (17)
Custodian Fees.................................. 6 5
Transfer Agent Fees............................. 42 18
Professional Fees............................... 23 17
Trustee Fees.................................... 4 3
Registration Fees............................... 12 6
Printing Fees................................... 7 5
Pricing Fees.................................... 2 1
Insurance and Other Fees........................ 2 1
Amortization of Deferred Organizational Costs... 4 3
- --------------------------------------------------------------------------------
Total Expenses................................. 414 92
- --------------------------------------------------------------------------------
Net Investment Income......................... 686 699
- --------------------------------------------------------------------------------
Net Realized Gain from Securities Sold.......... 4,206 76
Net Unrealized Appreciation of Investment Secu-
rities......................................... 1,800 823
- --------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Invest-
ments......................................... 6,006 899
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Opera-
tions.......................................... $6,692 $1,598
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS THE ADVISORS' INNER CIRCLE FUND

For the year ending October 31, 1995

<TABLE>
<CAPTION>
CLOVER CAPITAL CLOVER CAPITAL
EQUITY VALUE FIXED INCOME
FUND FUND
----------------------- -----------------------
11/01/94 11/01/93 11/01/94 11/01/93
TO 10/31/95 TO 10/31/94 TO 10/31/95 TO 10/31/94
(000) (000) (000) (000)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Activities:
Net Investment Income......... $ 686 $ 135 $ 699 $ 509
Net Realized Gain on
Securities Sold.............. 4,206 1,834 76 13
Net Unrealized Appreciation
(Depreciation) of Investment
Securities................... 1,800 1,199 823 (824)
- -------------------------------------------------------------------------------
Net Increase (Decrease) in
Net Assets Resulting from
Operations.................. 6,692 3,168 1,598 (302)
- -------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income......... (602) (127) (696) (513)
Capital Gains................. (1,755) (266) (24) (568)
- -------------------------------------------------------------------------------
Total Distributions.......... (2,357) (393) (720) (1,081)
- -------------------------------------------------------------------------------
Capital Share Transactions:
Shares Issued................. 23,522 8,392 5,633 4,034
Shares Issued in Lieu of Cash
Distributions................ 2,339 393 588 1,010
Shares Redeemed............... (3,798) (1,381) (2,176) (1,865)
- -------------------------------------------------------------------------------
Increase in Net Assets Derived
from Capital Share
Transactions................. 22,063 7,404 4,045 3,179
- -------------------------------------------------------------------------------
Total Increase in Net As-
sets........................ 26,398 10,179 4,923 1,796
- -------------------------------------------------------------------------------
Net Assets:
Beginning of Period........... 25,249 15,070 9,762 7,966
- -------------------------------------------------------------------------------
End of Period................. $51,647 $25,249 $14,685 $ 9,762
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Shares Issued and Redeemed:
Shares Issued................ 1,618 653 583 419
Issued in Lieu of Cash
Distributions............... 179 32 62 104
Redeemed..................... (257) (109) (228) (189)
- -------------------------------------------------------------------------------
Net Increase in Share
Transactions................. 1,540 576 417 334
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>

FINANCIAL HIGHLIGHTS

For a Share Outstanding Throughout the Period

<TABLE>
<CAPTION>
NET NET
ASSET REALIZED AND DISTRIBUTIONS DISTRIBUTIONS ASSET
VALUE NET UNREALIZED FROM NET FROM VALUE
BEGINNING INVESTMENT GAINS OR LOSSES INVESTMENT CAPITAL END
OF PERIOD INCOME ON SECURITIES INCOME GAINS OF PERIOD
- -----------------------------------------------------------------------------------
CLOVER CAPITAL EQUITY VALUE FUND
- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995 $13.74 0.24 2.46 (0.22) (0.93) $15.29
1994 $11.94 0.08 2.01 (0.08) (0.21) $13.74
1993 $10.45 0.10 1.54 (0.10) (0.05) $11.94
1992(1) $10.00 0.10 0.44 (0.09) -- $10.45
<CAPTION>
CLOVER CAPITAL FIXED INCOME FUND
- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
1995 $ 9.14 0.58 0.77 (0.58) (0.02) $ 9.89
1994 $10.85 0.57 (0.92) (0.57) (0.79) $ 9.14
1993 $10.23 0.61 0.72 (0.61) (0.10) $10.85
1992(1) $10.00 0.56 0.23 (0.56) -- $10.23
</TABLE>
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

<TABLE>
<CAPTION>
RATIO
RATIO OF NET
OF EXPENSES INCOME (LOSS)
NET RATIO TO AVERAGE TO AVERAGE
ASSETS RATIO OF NET NET ASSETS NET ASSETS
END OF EXPENSES INCOME (EXCLUDING (EXCLUDING PORTFOLIO
TOTAL OF PERIOD TO AVERAGE TO AVERAGE WAIVERS AND WAIVERS AND TURNOVER
RETURN (000) NET ASSETS NET ASSETS CONTRIBUTIONS) CONTRIBUTIONS) RATE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
21.25 % $51,647 1.10% 1.82% 1.20% 1.72% 84.76%
17.80 % 25,249 1.14% 0.71% 1.30% 0.55% 58.44%
15.83 % 15,070 1.18% 0.89% 1.51% 0.56% 82.51%
5.94 %* 9,005 1.20%* 1.15%* 2.09%* 0.26%* 31.00%
15.27 % $14,685 0.80% 6.13% 1.40% 5.53% 35.84%
(3.54)% 9,762 0.80% 5.88% 1.46% 5.22% 11.11%
13.40 % 7,966 0.78% 5.62% 1.29% 5.11% 68.61%
9.05 %* 8,982 0.80%* 6.28%* 1.76%* 5.32%* 113.00%
</TABLE>

(1) The Clover Capital Fixed Income Fund and the Clover Capital Equity Value
Fund commenced operations on December 6, 1991.
* Annualized

The accompanying notes are an integral part of the financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
1. Organization:

THE ADVISORS' INNER CIRCLE FUND (the "Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated July 18, 1991. The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with eleven portfolios. The
financial statements included herein present those of the Clover Capital Equity
Value Fund and the Clover Capital Fixed Income Fund (the "Funds"). The
financial statements of the remaining portfolios are presented separately. The
assets of each portfolio are segregated, and a Shareholder's interest is
limited to the portfolio in which shares are held.

2. Significant Accounting Policies:

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

Security Valuation -- Investments in equity securities which are traded on
a national exchange (or reported on the NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt
obligations exceeding sixty days to maturity for which market quotations
are readily available are valued at the most recently quoted bid price.
Debt obligations with sixty days or less remaining until maturity may be
valued at their amortized cost, which approximates market value.

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

Security Transactions and Related Income -- Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Dividend income is recognized on the ex-dividend date, and interest income
is recognized on the accrual basis. Costs used in determining realized
gains and losses on the sales of investment securities are those of the
specific securities sold adjusted for the accretion and amortization of
purchase discounts and premiums during the respective holding period.
Purchase discounts and premiums on securities held by the Funds are
accreted and amortized to maturity using the scientific interest method,
which approximates the effective interest method.

Repurchase Agreements -- Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market
value of the collateral, including accrued interest thereon, is sufficient
in the event of the default of the counterparty. If the counterparty
defaults and the value of the collateral declines or if the counterparty
enters an insolvency proceeding, realization of the collateral by the Funds
may be delayed or limited.

Net Asset Value Per Share -- The net asset value per share of each Fund is
calculated on each business day, by dividing the total value of each Fund's
assets, less liabilities, by the number of shares outstanding.
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED) THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

Other -- Expenses that are directly related to one of the Funds are charged
to that Fund. Other operating expenses of the Trust are prorated to the
Funds on the basis of relative daily net assets.

Distributions from net investment income are declared quarterly and paid to
Shareholders on a quarterly basis for the Equity Value Fund and declared
daily and paid monthly for the Fixed Income Fund. Any net realized capital
gains on sales of securities are distributed to Shareholders at least
annually.

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

3. Organization Costs and Transactions with Affiliates:

The Clover Capital Equity Value Fund and the Clover Capital Fixed Income Fund
incurred organization costs of approximately $15,000 and $14,000 respectively.
These costs have been capitalized by the funds and are being amortized over
sixty months commencing with operations. In the event of the initial shares of
the fund redeemed by any holder thereof during the period that the fund is
amortizing its organizational costs, the redemption proceeds payable to the
holder thereof by the fund will be reduced by the unamortized organizational
costs in the same ratio as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of redemption. These costs
include legal fees of approximately $7,000 per fund for organizational work
performed by a law firm of which an officer of the fund is a partner.

Certain officers and trustees of the Trust are also officers of the
Administrator and/or SENGI Financial Services Company (the "Distributor"). Such
officers and trustees are paid no fees by the Trust for serving as officers and
trustees of the Trust.

4. Administration, Shareholder Servicing and Distribution Agreements:

The Trust and the Administrator are parties to an Administration Agreement,
under which the Administrator provides management and administrative services
for an annual fee of .20% of the average daily net assets of each of the Funds.
There is a minimum annual fee of $50,000 per Fund payable to the Administrator
for services rendered to the Funds under the Administration Agreement.

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

The Trust and the Distributor are parties to a Distribution Agreement. The
Distributor receives no fees for its distribution services under this
agreement.
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED) THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
5. Investment Advisory and Custodian Agreements:

The Trust and Clover Capital Management, Inc. (the "Adviser") are parties to an
Investment Advisory Agreement under which the Adviser receives an annual fee
equal to .74% of the average daily net assets of the Equity Value Fund and .45%
of the average daily net assets of the Fixed Income Fund. The Adviser has
voluntarily agreed for an indefinite period of time, to waive all or a portion
of its fees (and to reimburse the expenses of the Funds) in order to limit
operating expenses to not more than 1.20% of the average daily net assets for
net assets below $20 million and to not more than 1.10% for net assets of $20
million or more for the Equity Value Fund. Operating expenses for the Fixed
Income Fund are limited to not more than .80% of the average daily net assets
for net assets below $20 million and to not more than .75% for net assets of
$20 million or more. Fee waivers and expense reimbursements are voluntary and
may be terminated at any time.

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

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the year ended October 31, 1995, are as follows:

<TABLE>
<CAPTION>
EQUITY VALUE FIXED INCOME
FUND FUND
(000) (000)
------------ ------------
<S> <C> <C>
Purchases
Government........................................... $ 997 $2,818
Other................................................ 40,001 3,808
Sales
Government........................................... $ 0 $ 625
Other................................................ 24,985 3,045
</TABLE>

At October 31, 1995, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes was not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation for securities held by the Funds
at October 31, 1995, is as follows:

<TABLE>
<CAPTION>
EQUITY VALUE FIXED INCOME
FUND FUND
(000) (000)
------------ ------------
<S> <C> <C>
Aggregate gross unrealized appreciation............... $ 5,671 $382
Aggregate gross unrealized depreciation............... (1,449) (50)
------- ----
Net unrealized appreciation........................... $ 4,222 $332
======= ====
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONCLUDED) THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

7. Concentration of Credit Risk:

The Fixed Income Fund invests primarily in fixed income securities which are
rated in the top four rating categories by either Moody's Investors Services,
Inc. ("Moody's) or Standard & Poor's Corporation ("S&P"), or if not rated,
determined by the Adviser to be of comparable quality. The ability of the
issuers of the securities held by the Fund to meet their obligations may be
affected by economic developments in a specific industry, state or region.

The summary of credit quality rating for securities held by the Fund at October
31, 1995 is as follows:

<TABLE>
<CAPTION>
S&P MOODY'S
------------------- ---------------------
<S> <C> <C> <C> <C>
Bonds: AAA 55.7% Aaa 57.4%
AA 7.8% Aa 2.7%
A 13.8% A 18.2%
BBB 11.9% Baa 12.6%
B 9.6% B 9.1%
NR 1.2%
------ ------
100.0% 100.0%
</TABLE>
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

INVESTMENT ADVISER:
ARONSON+PARTNERS

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 A+P Large-Cap Value Fund (the
"Portfolio"), which is an equity mutual fund and a separate series of the Fund.

A+P LARGE-CAP VALUE FUND

This Prospectus sets forth concisely the information about the Fund and the
Portfolio that a prospective investor should know before investing. Investors
are advised to read this Prospectus and retain it for future reference. A
Statement of Additional Information dated February 28, 1996 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.

February 28, 1996
<PAGE>

SUMMARY

The following summary provides basic information about the A+P Large-Cap Value
Fund (the "Portfolio"), formerly the A+F Large-Cap Fund. The Portfolio is one
of the funds comprising The Advisors' Inner Circle Fund (the "Fund"). This
summary is qualified in its entirety by reference to the more detailed
information provided elsewhere in this Prospectus and in the Statement of
Additional Information.

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES? The Portfolio seeks total
return. Under normal circumstances, the Portfolio intends to be as fully
invested as possible, and will invest at least 65% of its assets in the common
stocks of companies with large capitalizations (i.e., those with market
capitalizations in excess of $2.0 billion) that are included in the Russell
1000(R) Index and which are deemed by Aronson+Partners (the "Adviser"), the
Portfolio's investment adviser, to be relatively undervalued based on various
measures such as price/earnings and price/book ratios. The Adviser will attempt
to manage the Portfolio so that the Portfolio's total return exceeds the total
return of the Russell 1000(R) Value Index. Any remaining assets may be invested
in stocks of companies with market capitalizations less than $2.0 billion or
that are not included in the Russell 1000(R) Index; American Depositary
Receipts; Standard & Poor's Depositary Receipts; convertible securities' and
options, futures, warrants and other derivative instruments.

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

WHO IS THE ADVISER? Aronson+Partners (formerly Aronson+Fogler), serves as the
investment adviser to the Portfolio. See "Expense Summary" and "The Adviser."

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

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

2
<PAGE>

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

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

IS THERE A MINIMUM INVESTMENT? The Portfolio has a minimum initial investment
of $1 million.

HOW ARE DISTRIBUTIONS PAID? Substantially all of the net investment income
(exclusive of capital gains) of the Portfolio is distributed in the form of
dividends to shareholders of record on the last Business Day of each quarter.
Any capital gain is distributed at the end of the fiscal year. Distributions
are paid in additional shares unless the shareholder elects to take the payment
in cash. See "Dividends and Distributions."

3
<PAGE>

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
A+P LARGE-CAP
VALUE FUND
- -------------------------------------------------------------------
<S> <C>
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees (1) None
Exchange Fees None
- -------------------------------------------------------------------
</TABLE>
(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder.

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets) A+P LARGE-CAP
VALUE FUND
- -------------------------------------------------------------------
<S> <C>
Advisory Fees (after fee waivers) .40%
====
12b-1 Fees None
Other Expenses .32%
====
- -------------------------------------------------------------------
Total Operating Expenses (after fee waivers) .72%
====
- -------------------------------------------------------------------
</TABLE>

EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
1 year 3 years 5 years 10 years
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor in the Portfolio
would pay the following expenses
on a $1,000 investment assuming
(1) 5% annual return, and (2)
redemption at the end of each
time period: $8 $24 $42 $93
=== ==== ==== ====
- -------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of
this table is to assist the investor in understanding the various costs and
expenses that may be directly or indirectly borne by investors in the Portfolio.
Additional information may be found under "The Adviser" and "The Administrator."

4
<PAGE>

FINANCIAL HIGHLIGHTS THE A+P LARGE-CAP VALUE FUND

The following information on the A+P Large-Cap Fund has been audited by Arthur
Andersen LLP, the Fund's independent public accountants, as indicated in their
report dated December 5, 1995 on the Portfolio's financial statements as of
October 31, 1995 included in the Portfolio's Statement of Additional Information
under "Financial Information." This table should be read in conjunction with
the Portfolio's audited financial statements and notes thereto. Additional
performance information is set forth in the Annual Report to Shareholders and is
available without change by calling 1-800-932-7781.

For a Share Outstanding Throughout the Period

A + P LARGE-CAP FUND

11/1/94 11/12/93(1)
TO TO
10/31/95 10/31/94
(000) (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................. $9.96 $10.00
=====
- ------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income............................ 0.21 0.21
Net Realized and Unrealized Gain
(Loss) on Investments.. 2.48 (0.05)
====
- ------------------------------------------------------------------------------
Total From Investment Operations...................... 2.69 0.16
====
- ------------------------------------------------------------------------------
Less Distributions:
Dividends From Net Investment Income.................. (0.21) (0.20)
Distributions From Capital Gains...................... -- 0.00
=====
- ------------------------------------------------------------------------------
Total Distributions......................... (0.21) (0.20)
=====
- ------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD........................ $12.44 $9.96
======
- ------------------------------------------------------------------------------
TOTAL RETURN.......................................... 27.31% 1.63%+
======
- ------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)....................... $54,661 $40,592
=======
Ratio Of Expenses To Average Net Assets............... 0.72% 0.70%*
=====
Ratio Of Expenses To Average Net Assets
(Excluding Waivers).............................. 0.72% 0.80%*
=====
Ratio Of Net Income To Average
Net Assets....................................... 1.96% 2.13%*
=====
Ratio Of Net Income (Loss) to Average Net
Assets (Excluding Waivers)....................... 1.96% 2.03%*
=====
Portfolio Turnover Rate............................... 126.47% 79.23%
=======
==============================================================================
</TABLE>

* Annualized

(+) Total Return is cumulative since inception.
(1) The A+P Large-Cap Value Fund, formerly A+F Large-Cap Fund, commenced
operations on November 12, 1993.

5
<PAGE>

THE FUND AND THE PORTFOLIO

The Advisors' Inner Circle Fund (the "Fund") offers shares in a number of
diversified mutual funds, each of which is a separate series ("portfolio")
of the Fund. Each share of each mutual fund represents an undivided,
proportionate interest in that mutual fund. This Prospectus offers shares
of the Fund's A+P Large-Cap Value Fund (the "Portfolio").

INVESTMENT OBJECTIVE AND POLICIES

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

Under normal circumstances, the Portfolio intends to be as fully invested as
possible, and will invest at least 65% of its assets in the common stocks of
companies with large capitalizations (i.e., those with market capitalizations in
excess of $2.0 billion) that are included in the Russell 1000(R) Index and which
are deemed by Aronson+Partners (the "Adviser"), the Portfolio's investment
adviser, to be relatively undervalued based on various measures such as
price/earnings and price/book ratios. The Adviser will attempt to manage the
Portfolio so that the Portfolio's total return exceeds the total return of the
Russell 1000(R) Value Index. The Adviser also intends to invest in each economic
sector of the U.S. economy so that the Portfolio's holdings will generally align
with the economic sector weights reflected in the Russell 1000(R) Value Index.

The Russell 1000(R) Index is an equity market capitalization weighted index
available from Frank Russell Company, which consists of common stocks of
most of the 1,000 largest companies in terms of the aggregate market value
of their outstanding stock as measured by the market price per share
multiplied by the number of shares outstanding. The Russell 1000(R) Value
Index is a subset of the broader Russell 1000(R) Index, consisting of
securities in the Russell 1000(R) Index considered by Frank Russell Company
to have a less-than-average growth orientation. Securities in the Russell
1000(R) Value Index tend to exhibit lower price/earnings and price/book
ratios, higher dividend yields and lower forecasted growth values. The
Portfolio is neither sponsored by nor affiliated with Frank Russell Company.

Any remaining assets of the Portfolio will be invested in stocks of companies
with market capitalizations less than $2.0 billion or that are not included
in the Russell 1000(R) Index; stocks of non-U.S. companies that are traded
in the form of American Depositary Receipts ("ADRs"); interests in common
stocks constituting the Standard & Poor's 500 Composite Stock Price Index
that are traded in the form of Standard & Poor's Depositary Receipts
("SPDRs"); convertible securities; and options, options on futures
contracts, futures contracts, warrants, and other derivative instruments
designed to permit the Portfolio to achieve returns based on the movement of
broad equity market indices. The aggregate value of the Portfolio's option
positions may not exceed 10% of its net assets as of the time the Portfolio
enters into such options. The Portfolio may engage in securities lending.
The Portfolio will not invest more than 15% of its net assets in illiquid
securities.

6
<PAGE>

The Portfolio may invest a portion of its assets in cash and investments in
money market instruments in order to maintain liquidity, or if the Adviser
determines that securities meeting the Portfolio's investment objective and
policies are not readily available for purchase. Money market instruments
consist of securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; certificates of deposit, time deposits and
bankers' acceptances issued by banks or savings & loan associations having
net assets of at least $500 million as stated on their most recently
published financial statements; commercial paper rated in one of the two
highest rating categories by at least one nationally recognized statistical
rating organization; repurchase agreements involving the foregoing
securities; and, to the extent permitted by applicable law, shares of other
investment companies investing solely in money market instruments.

INVESTMENT RISKS

Investments in common stocks in general are subject to market risks that may
cause their prices to fluctuate over time. Fluctuations in the value of
equity securities will cause the net asset value of the Portfolio to
fluctuate, and the Portfolio's shares, consequently, will fluctuate in
value. Accordingly, an investment in the Portfolio may be more suitable for
long-term investors who can bear the risk of short-term fluctuations. In
addition, risks associated with investing in options and futures may include
lack of a liquid secondary market, trading restrictions which may be imposed
by an exchange, government regulations which may restrict trading, an
imperfect correlation between the prices of securities held by the Portfolio
and the price of an option or future.

For additional information regarding risks and permitted investments, see
"Description of Permitted Investments and Risk Factors" and "Description of
Permitted Investments" in the Statement of Additional Information.

INVESTMENT LIMITATIONS

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

The Portfolio may not:

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

7
<PAGE>

invested in the securities of such issuer. This restriction applies to 75% of
the Portfolio's total assets.

2. Purchase any securities which would cause 25% or more of its total assets
to be invested in the securities of one or more issuers conducting their
principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities and repurchase
agreements involving such securities. For purposes of this limitation, (1)
utility companies will be classified according to their services, for
example, gas distribution, gas transmission, electric and telephone will
each be considered a separate industry, and (2) financial service companies
will be classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance will each
be considered a separate industry.

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

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

THE ADVISER

Aronson+Partners is a professional investment management firm and registered
investment adviser that has been in business since 1984. The general
partners of the Adviser are Theodore R. Aronson, James S. Lobb, Martha E.
Ortiz and Kevin M. Johnson. As of December 31, 1995, the Adviser had
discretionary management authority with respect to approximately $660
million of assets, of which approximately $657 million was invested in
equity securities. In addition to advising the Portfolio, the Adviser
provides advisory services to pension plans, endowments, foundations, trusts
and estates. The principal business address of the Adviser is 230 South
Broad Street, Twentieth Floor, Philadelphia, Pennsylvania 19102.

Theodore R. Aronson, has managed the Portfolio since its inception. He has
been a portfolio manager and partner of the Adviser since co-founding it in
1984.

The Adviser serves as the Portfolio's investment adviser under an investment
advisory agreement (the "Advisory Agreement"), pursuant to which the Adviser
makes the investment decisions for the assets of the Portfolio and
continuously reviews, supervises and administers the investment program of
the Portfolio, subject to the supervision of, and policies established by,
the Trustees of the Fund.

For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .40% of the Portfolio's average daily
net assets. The Adviser has voluntarily agreed to waive all or a portion of
its fee and to reimburse expenses of the

8
<PAGE>

Portfolio in order to limit total operating expenses of the Portfolio to an
annual rate of .75% of its average daily net assets. The Adviser reserves
the right, in its sole discretion, to terminate its voluntary fee waiver and
any reimbursement at any time. For the fiscal year ended October 31, 1995,
the Adviser received fees for services to the Portfolio equal to .40% of the
Portfolio's average daily net assets.

THE ADMINISTRATOR

For its services, the Administrator is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate equal to the higher of (i)
$75,000, or (ii) .20% of the Portfolio's average daily net assets up to $100
million, .15% on the next $100 million and .10% on assets in excess of $200
million.

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

THE TRANSFER AGENT

DST Systems, Inc., 210 West 10th Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent
for the Fund under a transfer agency agreement with the Fund.

THE DISTRIBUTOR

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

PURCHASE AND REDEMPTION OF SHARES

Investors may purchase and redeem shares of the Portfolio directly through the
Transfer Agent, P.O. Box 419009, Kansas City, 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 Portfolio may be
made on any Business Day. Shares of the Portfolio are only offered to
residents of states in which the shares are eligible for purchase. Certain
broker-dealers assist their

9
<PAGE>

clients in the purchase of shares from the Distributor and charge a fee for this
service in addition to the Portfolio's public offering price.

The minimum initial investment in the Portfolio is $1 million and subsequent
purchases must be at least $10,000. The Distributor may waive these
minimums at its discretion. No minimum applies to subsequent purchases
effected by dividend and/or capital gain reinvestment. No minimum purchase
amount applies to accounts established for persons who have other existing
investment accounts under management with the Adviser, for immediate family
members of such persons, for employees of the Adviser, or for immediate
family members of such employees.

PURCHASES BY MAIL

An account may be opened by mailing a check or other negotiable bank draft
(payable to the A+P Large-Cap Value Fund) for $1 million 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

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

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

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

GENERAL INFORMATION REGARDING PURCHASES

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

10
<PAGE>

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

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

Shares of the Portfolio may be purchased in exchange for securities included
in the Portfolio subject to the Adviser's or the Administrator's
determination that the securities are acceptable. Securities accepted in an
exchange will be valued at market value. All accrued interest and
subscription or other rights that are reflected in the market price of
accepted securities at the time of valuation become the property of the Fund
and must be delivered by the shareholder to the Fund upon receipt from the
issuer. The Adviser or the Administrator will not accept securities in
exchange for shares of the Portfolio unless (1) there is available an
independent current market price for such securities, (2) such transaction
is consistent with the Portfolio's policy and (3) no brokerage commission,
fee or other remuneration is paid in connection with the transaction.

REDEMPTIONS

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

It is currently the Fund's policy to pay for 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 readily
marketable securities held by the Portfolio in lieu of cash. Shareholders
may incur brokerage charges on the sale of any such securities so received
in payment of redemptions. A shareholder will at all times be entitled to
aggregate cash redemptions from the Portfolio during any 90-day period of up
to the lesser of $250,000 or 1% of the Fund's net assets.

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

11
<PAGE>

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

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

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

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

PERFORMANCE

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

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

The Portfolio may periodically compare its performance to that of other mutual
funds tracked by mutual fund rating services (such as Lipper Analytical
Services, Inc.), or by financial and business publications and periodicals,
broad groups of comparable mutual

12
<PAGE>

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

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

TAXES

The following summary of federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state or local income tax treatment of the Portfolio
or its shareholders. Accordingly, shareholders are urged to consult their tax
advisers regarding specific questions as to federal, state and local income
taxes.

TAX STATUS OF THE PORTFOLIO:

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

13
<PAGE>

TAX STATUS OF DISTRIBUTIONS:

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

Certain securities purchased by the Portfolio are sold with original issue
discount and thus do not make periodic cash interest payments. The
Portfolio will be required to include as part of its current income the
accrued discount on such obligations even though the Portfolio has not
received any interest payments on such obligations during that period.
Because the Portfolio distributes all of its net investment income to its
shareholders, the Portfolio may have to sell portfolio securities to
distribute such accrued income, which may occur at a time when the Adviser
would not have chosen to sell such securities and which may result in a
taxable gain or loss.

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

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

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

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

14
<PAGE>

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

GENERAL INFORMATION

THE FUND

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

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

TRUSTEES OF THE FUND

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

VOTING RIGHTS

Each share held entitles the shareholder of record to one vote. The Portfolio
will vote separately on matters relating solely to it, such as approval of
advisory agreements and changes in fundamental policies, and matters
affecting some but not all portfolios of the Fund will be voted on only by
the affected portfolios. All portfolios will vote together in matters
affecting the Fund generally, such as election of Trustees or selection of
accountants. As a Massachusetts business trust, the Fund is not required,
and does not intend, 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

15
<PAGE>

meeting is requested, the Fund will provide appropriate assistance and
information to the shareholders requesting the meeting.

REPORTING

The Fund issues unaudited financial information semi-annually and audited
financial statements annually. 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. Purchases and redemptions of shares should be made through the
Transfer Agent by calling 1-800-808-4921.

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income (exclusive of capital gains) of
the Portfolio is distributed in the form of quarterly dividends. If any
capital gain is realized, substantially all of it will be distributed by the
Portfolio at least annually.

Shareholders automatically receive all dividends and capital gain
distributions in additional shares at the net asset value determined on the
next Business Day after the record date, 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 distributions of the Portfolio are paid on a per share basis.
The value of each share will be reduced by the amount of the payment. If
shares are purchased shortly before the record date for a dividend or
distribution of capital gains, a shareholder will pay the full price for the
shares and receive some portion of the price back as a taxable dividend or
distribution.

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.

16
<PAGE>

CUSTODIAN

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

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

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

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

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

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

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

17
<PAGE>

is also affected by prevailing interest rates, the credit quality of the
issuer, and any call provisions.

DERIVATIVES - Derivatives are securities that derive their value from other
securities. The following are considered derivative securities: options on
futures, futures, options (e.g., puts and calls), convertible securities and
"stripped" U.S. Treasury securities (e.g., Receipts and STRIPs). See
elsewhere in this "Description of Permitted Investments and Risk Factors"
for discussions of these various instruments, and see "Investment Objective
and Policies" for more information about any investment policies and
limitations applicable to their use.

FUTURES AND OPTIONS ON FUTURES -- Futures contracts provide for the sale by
one party and purchase by another party of a specified amount of a specific
security at a specified future time and at a specified price. An option on
a futures contract gives the purchaser the right, in exchange for a premium,
to assume a position in a futures contract at a specified exercise price
during the term of the option. The Portfolio may use futures contracts and
related options for bona fide hedging purposes, to offset changes in the
---- ----
value of securities held or expected to be acquired, to minimize
fluctuations in foreign currencies, or to gain exposure to a particular
market or instrument. The Portfolio will minimize the risk that it will be
unable to close out a futures contract by only entering into futures
contracts which are traded on national futures exchanges.

There are risks associated with these activities, including the following:
(1) the success of a hedging strategy may depend on an ability to predict
movements in the prices of individual securities, fluctuations in markets
and movements in interest rates, (2) there may be an imperfect or no
correlation between the changes in market value of the securities held by
the Portfolio and the prices of futures and options on futures, (3) there
may not be a liquid secondary market for a futures contract or option, (4)
trading restrictions or limitations may be imposed by an exchange, and (5)
government regulations may restrict trading in futures contracts and futures
options.

OPTIONS - A put option gives the purchaser of the option the right to sell,
and the writer of the option the obligation to buy, the underlying security
at any time during the option period. A call option gives the purchaser of
the option the right to buy, and the writer of the option the obligation to
sell, the underlying security at any time during the option period. The
premium paid to the writer is the consideration for undertaking the
obligations under the option contract. The initial purchase (sale) of an
option contract is an "opening transaction." In order to close out an
option position, the Portfolio may enter into a "closing transaction," which
is simply the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.

18
<PAGE>

Risks associated with options transactions include: (1) the success of a
hedging strategy may depend on an ability to predict movements in the prices
of individual securities, fluctuations in markets and movements in interest
rates; (2) there may be an imperfect correlation between the movement in
prices of options and the securities underlying them; (3) there may not be a
liquid secondary market for options; and (4) while the Portfolio will
receive a premium when it writes covered call options, it may not
participate fully in a rise in the market value of the underlying security.

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

SECURITIES LENDING - In order to generate additional income, the Portfolio may
lend securities which it owns pursuant to agreements requiring that the loan
be continuously secured by collateral consisting of cash, securities of the
U.S. Government or its agencies equal to at least 100% of the market value
of the securities lent. The Portfolio continues to receive interest on the
securities lent while simultaneously earning interest on the investment of
cash collateral. Collateral is marked to market daily. There may be risks
of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially or become
insolvent.

STANDARD & POOR'S DEPOSITARY RECEIPTS ("SPDRS") - An interest in a unit
investment trust holding a portfolio of securities linked to the S&P Index.
SPDRs closely track the underlying portfolio of securities, trade like a
share of common stock and pay periodic dividends proportionate to those paid
by the portfolio of stocks that constitutes the S&P Index. For further
information regarding the Portfolio's investment in SPDRs, see the Statement
of Additional Information.

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

19
<PAGE>

U.S. TREASURY OBLIGATIONS - U.S. Treasury obligations consist of bills,
notes and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through the
federal book-entry system known as Separately Traded Registered Interest and
Principal Securities ("STRIPS").

WARRANTS - Warrants are instruments giving holders the right, but not the
obligation, to buy shares of a company at a given price during a specified
period.

20
<PAGE>

TABLE OF CONTENTS
<TABLE>

<S> <C>
SUMMARY.......................................................... 2
EXPENSE SUMMARY.................................................. 4
THE FUND AND THE PORTFOLIO....................................... 6
INVESTMENT OBJECTIVE AND POLICIES................................ 6
INVESTMENT LIMITATIONS........................................... 7
THE ADVISER...................................................... 8
THE ADMINISTRATOR................................................ 9
THE TRANSFER AGENT............................................... 9
THE DISTRIBUTOR.................................................. 9
PURCHASE AND REDEMPTION OF SHARES................................ 9
PERFORMANCE...................................................... 12
TAXES............................................................ 13
GENERAL INFORMATION.............................................. 15
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS............ 17
</TABLE>
<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIO:
A+P LARGE-CAP VALUE FUND

ADVISER:
ARONSON+PARTNERS

DISTRIBUTOR:
SEI FINANCIAL SERVICES COMPANY

ADMINISTRATOR:
SEI FINANCIAL MANAGEMENT CORPORATION

LEGAL COUNSEL:
MORGAN, LEWIS & BOCKIUS LLP
===

INDEPENDENT PUBLIC ACCOUNTANTS:
ARTHUR ANDERSEN LLP

FEBRUARY 28, 1996
<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIO:
A+P LARGE-CAP VALUE FUND

INVESTMENT ADVISER:
ARONSON+PARTNERS

This Statement of Additional Information is not a prospectus and relates only to
the A+P Large-Cap Value Fund, formerly the A+F Large-Cap Fund (the "Portfolio").
It is intended to provide additional information regarding the activities and
operations of the Advisors' Inner Circle Fund (the "Fund") and the Portfolio and
should be read in conjunction with the Portfolio's Prospectus dated February 28,
1996. The Prospectus for the Portfolio may be obtained by calling 1-800-932-
7781.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
THE FUND........................................................... S - 2
DESCRIPTION OF PERMITTED INVESTMENTS............................... S - 2
INVESTMENT LIMITATIONS............................................. S - 9
THE ADVISER........................................................ S - 11
THE ADMINISTRATOR.................................................. S - 12
THE DISTRIBUTOR.................................................... S - 13
TRUSTEES AND OFFICERS OF THE FUND.................................. S - 13
COMPUTATION OF YIELD AND TOTAL RETURN.............................. S - 16
PURCHASE AND REDEMPTION OF SHARES.................................. S - 17
DETERMINATION OF NET ASSET VALUE................................... S - 17
TAXES.............................................................. S - 17
PORTFOLIO TRANSACTIONS............................................. S - 19
DESCRIPTION OF SHARES.............................................. S - 20
SHAREHOLDER LIABILITY.............................................. S - 21
LIMITATION OF TRUSTEES' LIABILITY.................................. S - 21
5% SHAREHOLDERS.................................................... S - 21
EXPERTS............................................................ S - 22
FINANCIAL STATEMENTS............................................... S - 22
APPENDIX........................................................... S - 1

</TABLE>

February 28, 1996
<PAGE>

THE FUND

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

DESCRIPTION OF PERMITTED INVESTMENTS

AMERICAN DEPOSITARY RECEIPTS

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

FUTURES AND OPTIONS ON FUTURES

The Portfolio may enter into futures contracts on securities indices. A futures
contract sale creates an obligation by the seller to deliver the type of
instrument called for in the contract in a specified delivery month for a stated
price. A futures contract purchase creates an obligation by the purchaser to
take delivery of the type of instrument called for in the contract in a
specified delivery month at a stated price. Futures contracts are traded in the
United States only on commodities exchanges or boards of trade, known as
"contract markets," approved for such trading by the Commodities Futures Trading
Commission ("CFTC"), and must be executed through a futures commission merchant,
or brokerage firm, that is a member of the relevant contract market. The
Portfolio may enter into futures contracts and options on futures contracts
traded on

S-2
<PAGE>

an exchange regulated by the CFTC if, to the extent that such futures and
options are not for "bona fide hedging purposes" (as defined by the CFTC), the
aggregate initial futures margin and options premiums on such positions
(excluding the amount by which options are in the money) do not exceed 5% of the
Portfolio's net assets.

Although futures contracts by their terms call for actual delivery or acceptance
of securities, the contracts usually are closed out before the settlement date
without the making or taking of delivery. The Portfolio may elect to close some
or all of its futures positions at any time prior to their expiration. The
purpose of making such a move would be to reduce or eliminate the hedge position
then currently held by the Portfolio. Closing out a futures contract sale
(purchase) is effected by purchasing (selling) a futures contract for the same
aggregate amount of the specific type of financial instrument with the same
delivery date. If the price of the initial sale of the futures contract exceeds
the price of the offsetting purchase, the seller is paid the difference and
realizes a gain; if the offsetting purchase price exceeds the initial sale
price, the seller realizes a loss. If the offsetting sale price exceeds the
purchase price, the purchaser realizes a gain; if the purchase price exceeds the
offsetting sale price, the purchaser realizes a loss.

When the Portfolio purchases or sells a futures contract, it does not pay or
receive the purchase price; instead, the Portfolio is required to deposit an
"initial margin" in the form of cash and/or U.S. Government securities with the
custodian in a segregated account in the name of the futures broker. The nature
of initial margin in futures transactions is different from that of margin in
security transactions in that futures contract margin does not involve the
borrowing of funds by the Portfolio to finance the transactions. Rather,
initial margin is in the nature of a performance bond or good faith deposit on
the contract that is returned to the Portfolio upon termination of the futures
contract, assuming all contractual obligations have been satisfied. Futures
contracts also involve brokerage costs, and closing transactions involve
additional commission costs.

Subsequent payments, called "variation margin," to and from the broker are made
on a daily basis as the price of the underlying security fluctuates, making the
long and short positions in the futures contract more or less valuable, a
process known as "marking to market." Final determinations of variation margin
are made when the Portfolio enters into a closing transaction.

The Portfolio may also enter into written options on Securities Index futures
contracts. The Portfolio may purchase and write call and put options on the
futures contracts it may buy or sell and enter into closing transactions with
respect to such options to terminate existing positions. The Portfolio may use
such options on futures contracts in lieu of writing options directly on the
underlying securities or purchasing and selling the underlying futures
contracts. Such options generally operate in the same manner as options
purchased or written directly on the underlying investments. See the section
titled "Options" below.

S-3
<PAGE>

The Portfolio holding or writing an option on futures may terminate its position
by selling or purchasing an offsetting option. There can be no guarantee that
such closing transactions will be available.

The Portfolio will be required to deposit initial margin and maintenance margin
with respect to put and call options on futures contracts pursuant to brokers'
requirements similar to those described above.

Transactions using futures contracts and options (other than options that the
Portfolio has purchased) expose the Portfolio to an obligation to another party.
The Portfolio will not enter into any such transactions unless it owns either
(1) an offsetting ("covered") position in securities or other options or futures
contracts or (2) cash, receivables and short-term debt securities with a value
sufficient at all times to cover its potential obligations not covered as
provided in (1) above. The Portfolio will comply with the Securities and
Exchange Commission (the "SEC") guidelines regarding cover for these
instruments and, if the guidelines so require, set aside cash, U.S. government
securities or other liquid, high-grade debt securities in a segregated account
with its custodian in the prescribed amount.

Assets used as cover or held in a segregated account cannot be sold while the
position in the corresponding futures contract or option is open, unless they
are replaced with similar assets. As a result, the commitment of a large
portion of the Portfolio's assets to cover or to segregated accounts could
impede portfolio management or the Portfolio's ability to meet redemption
requests or other current obligations.

Successful use of securities' futures contracts by the Portfolio is subject to
the ability of Aronson+Partners, the Portfolio's investment adviser (the
"Adviser"), to predict correctly movements in the direction of interest rates
and other factors affecting securities markets.

The purchase of options on futures contracts involves less risk to the Portfolio
than does the purchase or sale of futures contracts, because the maximum amount
at risk is the premium paid for the options (plus transaction costs). However,
there may be circumstances when the purchase of an option on a futures contract
would result in a loss to the Portfolio when the purchase or sale of the futures
contract would not, such as when there is no movement in the price of the hedged
investments. The writing of an option on a futures contract involves risks
similar to those risks, described below under "Options," involved in the writing
of options on securities.

There can be no assurance that higher-than-anticipated trading activity or other
unforeseen events will not, at times, render certain market clearing facilities
inadequate, and thereby result in the institution by exchanges of special
procedures which may interfere with the timely execution of customer orders.

S-4
<PAGE>

Under certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a future contract or option thereon can vary from the
previous day's settlement price; once that limit is reached, no trades may be
made that day at a price beyond the limit. Daily price limits do not limit
potential losses because prices could move to the daily limit for several
consecutive days with little or no trading, thereby preventing the liquidation
of unfavorable positions.

If the Portfolio were unable to liquidate a futures contract or option thereon
due to the absence of a liquid secondary market or the imposition of price
limits, it could incur substantial losses. The Portfolio would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Portfolio would be required to make daily
variation margin payments and might be required to maintain the position being
hedged by the futures contract or option or to maintain cash or securities in a
segregated account.

To reduce or eliminate a hedge position it holds, the Portfolio may seek to
close out that position. The ability to establish and close out positions will
be subject to the development and maintenance of a liquid secondary market.
There can be no assurance that such a market does or will continue to exist for
a particular futures contract or option. Reasons for the absence of a liquid
secondary market on an exchange include the following: (1) there may be
insufficient trading interest in certain contracts or options; (2) restrictions
may be imposed by an exchange on opening transactions or closing transactions or
both; (3) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of contracts or options, or underlying
securities; (4) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (5) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading volume;
or (6) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of contracts or options
(or a particular class or series of contracts or options), in which event the
secondary market on that exchange (or in the class or series of contracts or
options) would cease to exist, although outstanding contracts or options on the
exchange that had been issued by a clearing corporation as a result of trades on
that exchange would continue to be exercisable in accordance with their terms.

OPTIONS

The Portfolio may trade put and call options on stocks and stock indices to a
limited extent, as the Adviser determines is appropriate in seeking to meet the
Portfolio's investment objective.

The initial purchase (sale) of an option contract is an "opening transaction."
In order to close out an option position, the Portfolio may enter into a
"closing transaction," which is a sale (purchase) of an option contract on the
same security with the same exercise price and expiration date as the option
contract originally opened.

S-5
<PAGE>

The Portfolio may buy protective put options. A put option gives the purchaser
(the Portfolio) the right to sell, and imposes on the writer the obligation to
buy, the underlying security at the exercise price during the option period.
The advantage to the Portfolio of buying the protective put is that if the price
of the stock falls during the option period, the Portfolio may exercise the put
and receive the higher exercise price for the stock. However, if the security
rises in value, the Portfolio will have paid a premium for the put, which will
expire unexercised.

The Portfolio may buy fiduciary call options. A call option gives the purchaser
(the Portfolio) the right to buy, and imposes on the writer the obligation to
sell, the underlying security at the exercise price during the option period.
The Portfolio may buy fiduciary calls on stocks that it is trying to buy. The
advantage to the Portfolio of buying the fiduciary call is that if the price of
the stock rises during the option period, the Portfolio may exercise the call
and buy the stock for the lower exercise price. If the security falls in value,
however, the Portfolio will have paid a premium for the call which will expire
worthless, but will be able to buy the stock at a lower price.

The Portfolio may write covered call options. As discussed above, a call gives
the purchaser the right to buy and imposes on the writer (the Portfolio) the
obligation to sell, the underlying security at the exercise price during the
option period. The advantage to the Portfolio of writing covered call options
is that the Portfolio receives a premium, which is additional income. However,
if the security rises in value, the Portfolio may not fully participate in the
market appreciation. During the option period, a covered call option writer may
be assigned an exercise notice by the broker-dealer through whom such call
option was sold requiring the writer to deliver the underlying security against
payment of the exercise price. The Portfolio's obligation as the writer of a
covered call is terminated upon the expiration of the option period or at such
earlier time in which the writer effects a closing purchase transaction. As
noted above, a closing purchase transaction is one in which the Portfolio, when
obligated as a writer of an option, terminates its obligation by purchasing an
option of the same series as the option previously written. A closing purchase
transaction cannot be effected with respect to an option once the option writer
has received an exercise notice for such option.

The market value of an option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.

The Portfolio also may purchase and write put and call options on indices and
enter into related closing transactions. Put and call options on indices are
similar to options on securities except that options on an index give the holder
the right to receive, upon exercise of the option, an amount of cash if the
closing level of the underlying index is greater than (or less than, in the case
of puts) the exercise price of the option. This amount of cash is equal to the
difference between the closing price of the index and

S-6
<PAGE>

the exercise price of the option, expressed in dollars multiplied by a specified
number or multiplier. Thus, unlike options on individual securities, all
settlements are in cash, and gain or loss depends on price movements in the
particular market represented by the index generally, rather than the price
movements in individual securities. The Portfolio may choose to terminate an
option position by entering into a closing transaction. The ability of the
Portfolio to enter into closing transactions depends upon the existence of a
liquid secondary market for such transactions.

All options written on indices must be covered. When the Portfolio writes an
option on an index, it will either hold a portfolio of securities substantially
replicating the particular underlying index or establish a segregated account
containing cash or liquid high grade debt securities with its custodian in an
amount at least equal to the market value of the option and will maintain the
account while the option is open or will otherwise cover the transaction.

The successful use of the Portfolio's options strategies depends on, among other
things, the Adviser's ability to forecast interest rate and market movements
correctly.

When it purchases an option, the Portfolio runs the risk that it will lose its
entire investment in the option in a relatively short period of time, unless the
Portfolio exercises the option or enters into a closing transaction with respect
to the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, the
Portfolio will lose part or all of its investment in the option. This risk
differs from the risk involved with an investment by the Portfolio in the
underlying securities, since the Portfolio may continue to hold its investment
in those securities notwithstanding the lack of a change in price of those
securities.

The effective use of options also depends on the Portfolio's ability to
terminate option positions at times when the Adviser deems it desirable to do
so. Although the Portfolio will take an option position only if the Adviser
believes a liquid secondary market exists for the option, there is no assurance
that such a market does or will continue to exist. If a secondary trading
market in options were to become unavailable, the Portfolio could no longer
engage in closing transactions; even when a liquid secondary market does
generally exist, there can be no assurance that the Portfolio will be able to
effect a closing transaction on a given option at any particular time or at an
acceptable price. Lack of investor interest might adversely affect the
liquidity of the market for particular options or series of options. A
marketplace may discontinue trading of a particular option or options generally.
In addition, a market could become temporarily unavailable if unusual events,
such as volume in excess of trading or clearing capability, were to interrupt
normal market operations. A marketplace may at times find it necessary to
impose restrictions on particular types of options transactions, which may limit
the Portfolio's ability to realize its profits or limit its losses.

S-7
<PAGE>

Disruptions in the markets for the securities underlying options purchased or
sold by the Portfolio could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, the Portfolio as purchaser or writer
of an option will be unable to close out its position until options trading
resumes, and it may be faced with losses if trading in the security reopens at a
substantially different price. In addition, the Options Clearing Corporation
(OCC) or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at the time when trading in the option has
also been halted, the Portfolio as purchaser or writer of an option will be
locked into its position until one of the two restrictions has been lifted. If
a prohibition on exercise remains in effect until an option owned by the
Portfolio has expired, the Portfolio could lose the entire value of its option.

STANDARD & POOR'S DEPOSITARY RECEIPTS ("SPDRS")

SPDRs are interests in a unit investment trust ("UIT") that may be obtained from
the UIT or purchased in the secondary market as SPDRs listed on the American
Stock Exchange. The UIT will issue SPDRs in aggregations of 50,000 known as
"Creation Units" in exchange for a "Portfolio Deposit" consisting of (a) a
portfolio of securities substantially similar to the component securities
("Index Securities") of the Standard & Poor's 500 Composite Stock Price Index
(the "S&P Index"), (b) a cash payment equal to a pro rata portion of the
dividends accrued on the UIT's portfolio securities since the last dividend
payment by the UIT, net of expenses and liabilities, and (c) a cash payment or
credit ("Balancing Amount") designed to equalize the net asset value of the S&P
Index and the net asset value of a Portfolio Deposit.

SPDRs are not individually redeemable, except upon termination of the UIT. To
redeem, the Portfolio must accumulate enough SPDRs to reconstitute a Creation
Unit. The liquidity of small holdings of SPDRs, therefore, will depend upon the
existence of a secondary market. Upon redemption of a Creation Unit, the
Portfolio will receive Index Securities and cash identical to the Portfolio
Deposit required of an investor wishing to purchase a Creation Unit that day.

The price of SPDRs is derived and based upon the securities held by the UIT.
Accordingly, the level of risk involved in the purchase or sale of a SPDR is
similar to the risk involved in the purchase or sale of traditional common
stock, with the exception that the pricing mechanism for SPDRs is based on a
basket of stocks. Disruptions in the markets for the securities underlying
SPDRs purchased or sold by the Portfolio could result in losses on SPDRs.
Trading in SPDRs involves risks similar to those risks, described above under
"Options," involved in the writing of options on securities.

S-8
<PAGE>

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of the Portfolio
which cannot be changed with respect to the Portfolio without the consent of the
holders of a majority of the Portfolio's outstanding shares. The term "majority
of the outstanding shares" means the vote of (1) 67% or more of the Portfolio's
shares present at a meeting, if more than 50% of the outstanding shares of the
Portfolio are present or represented by proxy, or (2) more than 50% of the
Portfolio's outstanding shares, whichever is less.

The Portfolio may not:

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

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

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of its total assets. Any borrowing
will be done from a bank and, to the extent that such borrowing exceeds 5%
of the value of the Portfolio's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall
below 300%, the Portfolio shall, within three days thereafter or such
longer period as the SEC may prescribe by rules and regulations, reduce the
amount of its borrowings to such an extent that the asset coverage of such
borrowings shall be at least 300%. This borrowing provision is included
solely for temporary liquidity or emergency purposes. All borrowings in
excess of 5% of the Portfolio's total assets will be repaid before making
investments and any interest paid on such borrowings will reduce income.

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

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

S-9
<PAGE>

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

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

9. 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.

10. Issue senior securities (as defined in the 1940 Act), except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

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

NON-FUNDAMENTAL POLICIES

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

1. The Portfolio may not purchase or hold illiquid securities in an amount
exceeding, in the aggregate, 15% of the Portfolio's net assets. This
limitation does not include any Rule 144A security that has been determined
by, or pursuant to procedures established by, the Board of Trustees, based
on trading markets for such security, to be liquid. An illiquid security
is a security which cannot be disposed of promptly (within seven days) and
in the usual course of business without a loss, and includes repurchase
agreements maturing in excess of seven days, time deposits with a
withdrawal penalty, non-negotiable instruments and instruments for which no
market exists.

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

3. The Portfolio may not invest more than 10% of its total assets in the
securities of issuers which together with any predecessors have a record of
less than three years continuous operation. To comply with certain state
securities restrictions, the Portfolio will not invest more than 5% of its
total assets in securities of such issuers; however, if these restrictions
are loosened, the

S-10
<PAGE>

Portfolio reserves the right to invest up to 10% of its total assets in
securities of such issuers without advance notice to its shareholders.

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

5. Purchase or retain securities of an issuer if, to the knowledge of the
Fund, an officer, trustee, partner or director of the Fund or any
investment adviser of the Portfolio owns beneficially more than 1/2 of 1%
of the shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.

Except as otherwise noted, the foregoing percentages will apply at the time of
the purchase of a security.

THE ADVISER

The Fund and the Adviser have entered into an advisory agreement (the "Advisory
Agreement"). The Advisory Agreement provides certain limitations on the
Adviser's liability, but also provides that the Adviser shall not be protected
against any liability to the Fund or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of the Portfolio (including amounts payable to the Adviser but
excluding interest, taxes, brokerage, litigation, and other extraordinary
expenses) exceeds limitations established by any state in which the shares of
the Portfolio are registered, the Adviser will bear the amount of such excess.
The Adviser will not be required to bear expenses of the Portfolio to an extent
which would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). For the fiscal years ended October 31, 1995 and 1994, the
Adviser received $185,870 and $105,411, respectively, and waived $38 and
$37,189, respectively, in fees due it under the Advisory Agreement.

The continuance of the Advisory Agreement as to the Portfolio after the first
two years must be specifically approved at least annually by the vote of a
majority of the Trustees who are not parties to the Advisory Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval, and either (1) by the majority vote
of the entire Board of Trustees or (2) by a vote of the shareholders of the
Portfolio. The Advisory Agreement will terminate

S-11
<PAGE>

automatically in the event of its assignment, and is terminable at any time
without penalty by the Trustees of the Fund or, with respect to the Portfolio,
by a majority of the outstanding shares of the Portfolio, on not less than 30
days' nor more than 60 days' written notice to the Adviser, or by the Adviser on
90 days' written notice to the Fund.

THE ADMINISTRATOR

The Fund and SEI Financial Management Corporation (the "Administrator") have
entered into an administration agreement (the "Administration Agreement"). The
Administration Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect for a period of five years after
its effective date and shall continue in effect for successive periods of two
years unless terminated by either party on not less than 90 days' prior written
notice to the other party. For the fiscal years ended October 31, 1995 and
1994, the Administrator received fees of $91,984 and $65,281, respectively, for
the Portfolio.

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

S-12
<PAGE>

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.

TRUSTEES AND OFFICERS OF THE FUND

ROBERT A. NESHER (DOB 08/17/46) - Trustee* - 8 South Street, Kennebunkport, ME
04046. Retired since 1994. Director, Executive Vice President of SEI
Corporation, 1986-1994. Director and Executive Vice President of the
Administrator and Distributor, September, 1981-1994.

JOHN T. COONEY (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.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* - 2000 One Logan Square,
Philadelphia, PA 19103. Partner of Morgan, Lewis & Bockius LLP, Counsel to SEI,
the

S-13
<PAGE>

Fund, the Administrator and Distributor, for the past five years. Director
and Secretary of SEI.

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 Gene Peters and Associates (import company) (1978-
1980). President and Chief Executive Officer of Jos. Schlitz Brewing Company
before 1978.

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Ten Post Office Square South,
Boston, MA 02109. Retired since 1993. Formerly, Partner of Dechert Price &
Rhoads (law firm).

SANDRA K. ORLOW (DOB 10/18/53) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1983.

S-14
<PAGE>

ROBERT B. CARROLL (DOB 02/26/60) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since 1994. SEC, Division of Investment Management, (1990-1994). Associate,
McGuire, Woods, Battle & Boothe (law firm) before 1990.

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

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

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

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

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

</TABLE>

S-15
<PAGE>

<TABLE>

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>
COMPUTATION OF YIELD AND TOTAL RETURN

From time to time the Fund may advertise yield and total return of the
Portfolio. These figures will be based on historical earnings and are not
intended to indicate future performance. No representation can be made
concerning actual future yields or returns. The yield of 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) divided by cd + 1)/6/ - 1] where a = dividends and interest
earned during the period; b = expenses accrued for the period (net of
reimbursement); c = the current daily number of shares outstanding during the
period that were entitled to receive dividends; and d = the maximum offering
price per share on the last day of the period.

For the 30-day period ended October 31, 1995, the Portfolio's yield was 1.80%.

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

S-16
<PAGE>

the end of the designated time period, of a hypothetical $1,000 payment made at
the beginning of the designated time period.

For the fiscal year ended October 31, 1995 and for the period from November 12,
1993 (commencement of operations) through October 31, 1995, the total return for
the Portfolio was 27.31% and 13.99%, annualized, respectively.

PURCHASE AND REDEMPTION OF SHARES

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

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

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

DETERMINATION OF NET ASSET VALUE

TAXES

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

S-17
<PAGE>

FEDERAL INCOME TAX

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

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

In order to qualify for treatment as a RIC under the Code, the Portfolio must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 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: (1) 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; (2) the
Portfolio must derive less than 30% of its gross income each taxable year from
the sale or other disposition of stocks or securities held for less than three
months; (3) 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 (4) 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 the Portfolio distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), the
Portfolio will be subject to a nondeductible 4% federal excise tax to the extent
it fails to distribute by the end of any calendar year 98% of its ordinary
income for that year and 98% of its capital gain net income (the excess of
short- and long-term capital gains over short- and long-term capital losses) for
the one-year period ending on October 31 of that year, plus certain other
amounts.

S-18
<PAGE>

Any gain or loss recognized on a sale or redemption of shares of the Portfolio
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 the 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 Portfolio will be required to withhold, and remit to the
U.S. Treasury, 31% of any distributions paid to a shareholder who (1) has failed
to provide a correct taxpayer identification number, (2) is subject to backup
withholding by the Internal Revenue Service, or (3) has not certified to the
Portfolio that such shareholder is not subject to backup withholding.

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

STATE TAXES

The Portfolio is not liable for any income or franchise tax in Massachusetts if
it qualifies as a RIC for federal income tax purposes. Distributions by the
Portfolio to shareholders and the ownership of shares may be subject to state
and local taxes.

PORTFOLIO TRANSACTIONS

The Adviser selects the brokers or dealers that will execute the purchases and
sales of investment securities for the Portfolio. The Adviser will use its best
efforts to obtain the best execution with respect to all transactions for the
Portfolio. In doing so, a Portfolio may pay higher commission rates than the
lowest available when the Adviser believes it is reasonable to do so in light of
the value of the research, statistical and pricing services provided by the
broker effecting the transactions.

Since the Portfolio does not market its shares through intermediary brokers or
dealers, it is not the Portfolio's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place Portfolio orders with qualified broker-
dealers who recommend the Portfolio or who act as agents in the purchase of
shares of the Portfolio for their clients. In addition, and as permitted under
the 1940 Act, the Portfolio may direct commission business to one or more
designated broker-dealers, including the Distributor, in connection with such
broker-dealers' payment of certain expenses of the Portfolio.

S-19
<PAGE>

Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If purchase or sale of
securities consistent with the investment policies of the Portfolio and one or
more of these other clients served by the Adviser is considered at or about the
same time, transactions in such securities will be allocated among the Portfolio
and clients in a manner deemed fair and reasonable by the Adviser. Although
there is no specified formula for allocating such transactions, the various
allocation methods used by the Adviser, and the results of such allocations, are
subject to periodic review by the Fund's Trustees.

It is expected that the Portfolio may execute brokerage or other agency
transactions through the Distributor, which is a registered broker-dealer, for a
commission in conformity with the 1940 Act, the Securities Exchange Act of 1934
and rules promulgated by the SEC. Under these provisions, the Distributor is
permitted to receive and retain compensation for effecting portfolio
transactions for the Portfolio on an exchange if a written contract is in effect
between the Distributor and the Portfolio expressly permitting the Distributor
to receive and retain such compensation. These rules further require that
commissions paid to the Distributor by the Portfolio for exchange transactions
not exceed "usual and customary" brokerage commissions. The rules define "usual
and customary" commissions to include amounts which are "reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a comparable
period of time." In addition, the Portfolio may direct commission business to
one or more designated broker-dealers, including the Distributor, in connection
with such broker-dealer's payment of certain of the Portfolio's or the Fund's
expenses. 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. For the
fiscal years ended October 31, 1995 and 1994, the Portfolio directed no
transactions to broker-dealers for research services and paid no commissions on
these transactions. Aggregate brokerage commissions paid for the fiscal periods
ended October 31, 1995 and 1994 were $66,406 and $46,819.

The Fund is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) which the Fund has acquired
during its most recent fiscal year. As of October 31, 1995, the Portfolio held
$649,350 of equity securities issued by Merrill Lynch & Co. As of October 31,
1995, the Portfolio held $338,350 of equity securities issued by Travelers
Group.

S-20
<PAGE>

================================================================================
TURNOVER RATE

PORTFOLIO 1994 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
A+F Large-Cap Fund 79.23% 126.47
================================================================================
</TABLE>

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the creation of an unlimited number of
portfolios and the issuance of an unlimited number of shares of each portfolio.
Each share of a portfolio represents an equal proportionate interest in that
portfolio with each other share. Shares are entitled upon liquidation to a pro
rata share in the net assets of the portfolio available for distribution to
shareholders. Shareholders have no preemptive rights. All consideration
received by the Fund for shares of any portfolio and all assets in which such
consideration is invested would belong to that portfolio and would be subject to
the liabilities related thereto.

SHAREHOLDER LIABILITY

LIMITATION OF TRUSTEES' LIABILITY

S-21
<PAGE>

her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

5% SHAREHOLDERS

As of February 5, 1996, the following persons were the only persons who were
record owners (or to the knowledge of the Fund, beneficial owners) of 5% or more
of the Portfolio's shares.

S-22
<PAGE>

A+P Large-Cap Value Fund

<TABLE>
<CAPTION>
Shareholder Number of %
Shares
<S> <C> <C>
CoreStates Bank Trustee for Cooper
Healthcare Retirement Plan 822,978.3230 17.07%
One Cooper Plaza
Attn. Edward C. Maher EVP & Chief
Financial Officer
Camden, NJ 08103

NationsBank Trust Co Cust 1,712,675.3150 35.53%
FBO Medlantic Health Care Group
CB Ret-Aronson
Attn. SAS/45-20-026-7430515
P.O. Box 831575
Dallas, TX 75283-1575

NationsBank Trust Company Cust 1,610,676.9870 33.41%
FBO MHG-INV Pool-Aronson/Fogler
Attn. SAS/45-20-026-7430515
P.O. Box 831575
Dallas, TX 75283-1575

General Service Foundation 512,645.8530 10.63%
411 East Main Street
Suite 205
Aspen, CO 81611

</TABLE>

The Fund believes that most of the shares referred to above were held by the
above persons in accounts for their fiduciary, agency or custodial customers.

EXPERTS

The financial statements in this Statement of Additional Information have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.

FINANCIAL STATEMENTS

S-23
<PAGE>

APPENDIX

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc.
("Duff") and IBCA Limited and IBCA, Inc. (together, "IBCA").

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1, 1+ and 2, to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a safety regarding timely payment but not as high as A-1.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of superior quality and strong quality respectively on the basis
of relative repayment capacity.

F-1+ (Exceptionally Strong) is the highest commercial paper rating Fitch
assigns; paper rated F-1+ is regarded as having the strongest degree of
assurance for timely payment. Paper rated F-1 (Very Strong) reflects an
assurance of timely payment only slightly less in degree than paper rated F-1+.
The rating F-2 (Good) reflects a satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues rated F-1+ or
F-1.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by good fundamental
protection factors. Risk factors are minor. Duff has incorporated gradations
of 1+ and 1- to assist investors in recognizing quality differences within this
highest tier. Paper rated Duff-1+ has the highest certainty of timely payment,
with outstanding short-term liquidity and safety just below risk-free U.S.
Treasury short-term obligations. Paper rated Duff-1- has high certainty of
timely payment with strong liquidity factors which are supported by good
fundamental protection factors. Risk factors are very small. Paper rated Duff-2
is regarded as having good certainty of timely payment, good access to capital
markets (although ongoing funding may enlarge total financing requirements) and
sound liquidity factors and company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are
supported by a satisfactory capacity for timely repayment, although such
capacity may be susceptible to adverse changes in business, economic or
financial conditions.

A-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Trustees of A + F Large-Cap Fund of The Advisors' Inner
Circle Fund:

We have audited the accompanying statement of net assets of A + F Large-Cap
Fund (one of the funds constituting The Advisors' Inner Circle Fund) as of
October 31, 1995, and the related statements of operations, changes in net
assets and financial highlights for the periods presented. These financial
statements and financial highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of A + F
Large-Cap Fund of The Advisors' Inner Circle Fund as of October 31, 1995, the
results of its operations, changes in its net assets, and financial highlights
for the periods presented, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
December 5, 1995
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
Value
A + F LARGE-CAP FUND Shares (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK -- 99.7%
AEROSPACE & DEFENSE -- 1.0%
McDonnell Douglas 7,000 $ 572

AGRICULTURE PRODUCTS -- 2.8%
Archer Daniels Midland 60,758 980
Pioneer Hi-Bred International 11,200 556
-------
1,536
-------
AIR TRANSPORTATION -- 1.5%
AMR* 3,900 257
KLM Royal Dutch Air 16,202 539
-------
796
-------
APPAREL/TEXTILES -- 1.3%
V F 14,600 699
-------
AUTOMOTIVE -- 1.6%
Ford Motor 10,400 299
General Motors 12,900 564
-------
863
-------
AUTOPARTS -- 2.5%
Eaton 12,200 625
TRW 11,400 750
-------
1,375
-------
BANKS -- 6.5%
Bank of New York 17,600 739
Chemical Banking 17,900 1,018
First Chicago 13,600 923
NationsBank 13,000 855
-------
3,535
-------
COMPUTERS & SERVICES -- 5.9%
Apple Computer 4,500 163
Compaq Computer* 6,800 379
IBM 16,000 1,557
Sun Microsystems* 14,400 1,123
-------
3,222
-------
ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT -- 2.6%
Emerson Electric 3,200 228
Philips Electronics ADR 15,900 614
Tandy 11,700 578
-------
1,420
-------
ENERGY & POWER -- 4.2%
Consolidated Edison of New York 15,900 483
Detroit Edison 27,000 911
Pacific Gas And Electric 30,700 902
-------
2,296
-------
FINANCIAL SERVICES -- 3.4%
Merrill Lynch 11,700 $ 649
S & P Depositary Receipt 14,900 870
Travelers 6,700 338
-------
1,857
-------
FOOD, BEVERAGE & TOBACCO -- 5.5%
Anheuser Busch 16,700 1,102
Philip Morris Companies 17,200 1,454
Unilever N V ADR 3,300 432
-------
2,988
-------
HOSPITAL & MEDICAL SERVICE
PLANS -- 2.3%
Tenet Healthcare Corporation* 54,700 977
U.S. Healthcare 7,600 293
-------
1,270
-------
HOUSEHOLD PRODUCTS -- 1.4%
Premark International 16,600 768
-------
INSURANCE -- 5.6%
Allstate 7,694 283
Cigna 9,400 931
CNA Financial* 2,200 251
Loews 6,300 924
Safeco 10,500 674
Transport Holdings* 34 1
-------
3,064
-------
MACHINERY -- 1.6%
Deere 7,200 643
Tenneco 5,100 224
-------
867
-------
MEDICAL PRODUCTS -- 3.3%
Baxter International 23,800 919
Becton Dickinson 13,800 897
-------
1,816
-------
PAPER & PAPER PRODUCTS -- 6.9%
Champion International 17,300 925
International Paper 18,000 666
Union Camp 15,900 809
Westvaco 23,550 654
Willamette Industries 12,600 731
-------
3,785
-------
PETROLEUM REFINING -- 9.7%
Amoco 12,800 818
Exxon 14,700 1,123
Imperial Oil 16,600 606
Mobil 10,600 1,068
Occidental Petroleum 23,000 495
Royal Dutch Petroleum 9,600 1,178
-------
5,288
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
Value
A + F LARGE-CAP FUND (Continued) Shares (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
PHARMACEUTICALS -- 4.7%
Bristol Myers Squibb 17,000 $ 1,297
Rhone Poulenc Rorer 4,800 226
Upjohn 20,400 1,035
-------
2,558
-------
PHOTOGRAPHIC EQUIPMENT & SUPPLIES -- 0.8%
Eastman Kodak 7,300 457
-------
RETAIL -- 4.9%
Dillard Department Stores,
Class A 26,500 719
Gap 7,500 295
J C Penney 11,300 476
Limited 20,200 371
May Department Stores 20,900 821
-------
2,682
-------
SEMI-CONDUCTORS -- 5.8%
Advanced Micro Devices* 22,500 537
Intel 11,200 783
Micron Technology 14,300 1,010
National Semiconductor* 9,200 224
Texas Instruments 8,900 607
-------
3,161
-------
SPORTING AND ATHLETIC GOODS -- 2.6%
Nike, Class B 18,600 1,056
Reebok International 11,500 391
-------
1,447
-------
STEEL & STEEL WORKS -- 1.4%
Phelps Dodge 12,300 780
-------
TELEPHONES & TELECOMMUNICATION -- 8.9%
Ameritech 4,400 238
BellSouth 17,500 1,338
MCI Communications 38,200 953
NYNEX 5,900 277
Pacific Telesis Group 33,900 1,030
Sprint 26,600 1,024
-------
4,860
-------
TIRE AND RUBBER -- 1.0%
Goodyear Tire And Rubber 14,100 536
-------
TOTAL COMMON STOCK
(Cost $48,506,218) 54,498
-------
<CAPTION>
Face Market
Amount Value
A + F LARGE-CAP FUND (Concluded) (000) (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
CASH EQUIVALENTS -- 0.2%
Tempfund
5.725%, $95 $ 95
-------
TOTAL CASH EQUIVALENTS
(Cost $94,968) 95
-------
TOTAL INVESTMENTS -- 99.9%
(Cost $48,601,186) 54,593
-------
OTHER ASSETS AND LIABILITIES -- 0.1%
Other Assets and Liabilities, Net 68
-------
NET ASSETS:
Portfolio shares (unlimited authorization--no par
value) based on 4,392,792 outstanding shares of
beneficial interest 44,032
Undistributed net investment income 56
Accumulated net realized gain 4,581
Net unrealized appreciation on investments 5,992
-------
TOTAL NET ASSETS: -- 100.0% $54,661
=======
Net Asset Value, Offering Price and Redemption Price
Per Share $ 12.44
=======
</TABLE>

* Non-income producing security.
ADR--American Depository Receipt

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF OPERATIONS THE ADVISORS' INNER CIRCLE FUND

For the year ended October 31, 1995
<TABLE>
<CAPTION>
A+F
LARGE-CAP
FUND
-----------
11/01/94
TO 10/31/95
A + F LARGE-CAP FUND (000)
- --------------------------------------------------------------------------------
<S> <C>
Investment Income:
Dividend Income................................................... $ 1,230
Interest Income................................................... 13
- --------------------------------------------------------------------------------
Total Investment Income.......................................... 1,243
- --------------------------------------------------------------------------------
Expenses:
Advisory Fees..................................................... 186
Administrative Fees............................................... 92
Custodian Fees.................................................... 5
Professional Fees................................................. 23
Transfer Agent Fees............................................... 12
Printing Fees..................................................... 4
Directors' Fees................................................... 4
Registration and Filing Fees...................................... 1
Pricing Fees...................................................... 2
Amortization of Deferred Organizational Costs..................... 3
Insurance and Other Fees.......................................... 1
- --------------------------------------------------------------------------------
Total Expenses................................................... 333
- --------------------------------------------------------------------------------
Net Investment Income............................................ 910
- --------------------------------------------------------------------------------
Net Realized Gain from Securities Sold............................ 5,858
Net Unrealized Appreciation of Investment Securities.............. 4,742
- --------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments.................. 10,600
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations.............. $11,510
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS THE ADVISORS' INNER CIRCLE FUND

For the year ended October 31, 1995
<TABLE>
<CAPTION>
A+F
LARGE-CAP
FUND
------------------------
11/01/94 11/12/93 (2)
TO 10/31/95 TO 10/31/94
A + F LARGE-CAP FUND (000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Investment Activities:
Net Investment Income............................... $ 910 $ 761
Net Realized Gain (Loss) on Securities Sold......... 5,858 (1,277)
Net Unrealized Appreciation of Investment
Securities......................................... 4,742 1,250
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations........................................ 11,510 734
- --------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income............................... (891) (724)
- --------------------------------------------------------------------------------
Total Distributions................................ (891) (724)
- --------------------------------------------------------------------------------
Capital Share Transactions:
Shares Issued....................................... 3,973 40,008
Shares Issued in Lieu of Cash Distributions......... 891 724
Shares Redeemed..................................... (1,414) (150)
- --------------------------------------------------------------------------------
Increase in Net Assets Derived from Capital Share
Transactions....................................... 3,450 40,582
- --------------------------------------------------------------------------------
Total Increase in Net Assets....................... 14,069 40,592
- --------------------------------------------------------------------------------
Net Assets:
Beginning of Period................................. 40,592 --
- --------------------------------------------------------------------------------
End of Period....................................... $54,661 $40,592
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Issued and Redeemed:
Shares Issued....................................... 361 4,017
Issued in Lieu of Cash Distributions................ 81 75
Redeemed............................................ (126) (15)
- --------------------------------------------------------------------------------
Net Increase in Share Transactions................. 316 4,077
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(2) The A+F Large-Cap Fund commenced operations on November 12, 1993.

The accompanying notes are an integral part of the financial statements.
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

For a Share Outstanding Throughout the Period

<TABLE>
<CAPTION>
Net Realized and Net Net Ratio
Asset Unrealized Distributions Asset Assets Ratio of Net
Value Net Gains or from Net Distributions Value End of Expenses Income
Beginning Investment Losses on Investment from Capital End Total of Period to Average to Average
of Period Income Securities Income Gains of Period Return (000) Net Assets Net Assets
--------- ---------- ------------ ------------- ------------- --------- ------ --------- ----------- ----------
- ------------------
A+F LARGE-CAP FUND
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $ 9.96 0.21 2.48 (0.21) -- $12.44 27.31% $54,661 0.72% 1.96%
1994(1) $10.00 0.21 (0.05) (0.20) -- $ 9.96 1.63%+ $40,592 0.70%* 2.13%*
<CAPTION>
Ratio
of Net
Ratio Income
of Expenses (Loss) to
to Average Average
Net Assets Net Assets Portfolio
(Excluding (Excluding Turnover
Waivers) Waivers) Rate
----------- ---------- ---------
- ------------------
A+F LARGE-CAP FUND
- ------------------
<S> <C> <C> <C>
1995 0.72% 1.96% 126.47%
1994(1) 0.80%* 2.03%* 79.23%
</TABLE>

* Annualized
+ Total Return is cumulative since inception.
(1) The A+F Large-Cap Fund commenced operations on November 12, 1993.

The accompanying notes are an integral part of the financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS

October 31, 1995
1. Organization:

THE ADVISOR'S INNER CIRCLE FUND (the "Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated July 18, 1991. The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with eleven portfolios. The
financial statements herein present those of the A+F Large-Cap Fund (the
"Fund"). The financial statements of the remaining portfolios are presented
separately. The assets of each portfolio are segregated, and a Shareholder's
interest is limited to the portfolio in which shares are held.

2. Significant Accounting Policies:

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

Security Valuation--Investments in equity securities which are traded on a
national exchange (or reported on the NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt
obligations exceeding sixty days to maturity for which market quotations
are readily available are valued at the most recently quoted bid price.
Debt obligations with sixty days or less remaining until maturity may be
valued at their amortized cost, which approximates market value.

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

Security Transactions and Related Income-- Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Interest income is recognized on the accrual basis. Cost used in
determining realized gains and losses on the sales of investment securities
are those of the specific securities sold during the respective holding
period.

THE ADVISORS' INNER CIRCLE FUND

Net Asset Value Per Share--The net asset value per share of the Fund is
calculated on each business day, by dividing the total value of assets,
less liabilities, by the number of shares outstanding.

Other--Expenses that are directly related to the Fund are charged to the
Fund. Other operating expenses of the Trust are prorated to the Fund on the
basis of its relative daily net assets to those of the Trust.

Distributions from net investment income are declared and paid to
Shareholders quarterly. Any net realized capital gains are distributed to
Shareholders at least annually.

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

3. Organization Costs and Transactions with Affiliates:

The Fund incurred organization costs of approximately $13,000. These costs have
been capitalized by the fund and are being amortized over sixty months
commencing with operations. In the event of the initial shares of the fund
redeemed by any holder thereof during the period that the fund is amortizing
its organizational costs the redemption proceeds payable to the holder thereof
by the fund will be reduced by the unamortized organizational costs in the same
ratio as the number of initial shares being redeemed bears to the number of
initial shares outstanding at the time of redemption. These costs include legal
fees of approximately $4,000 for organizational work performed by a law firm of
which an officer of the fund is a partner.

Certain officers and trustees of the Trust are also officers of SEI Financial
Management Company (the "Administrator") and/or SEI Financial Services Company
(the "Distributor"). Such officers and trustees are paid no fees by the Trust
for serving as officers and trustees of the Trust.
<PAGE>

NOTES TO FINANCIAL STATEMENTS (concluded)

October 31, 1995

4. Administration, Shareholder Servicing and Distribution Agreements:

The Trust and the Administrator are parties to an Administration Agreement
dated November 14, 1991, under which the Administrator provides management and
administrative services for an annual fee equal to the higher of $75,000 or
.20% of the Fund's average daily net assets up to $100 million, .15% on the
next $100 million and .10% on assets in excess of $200 million.

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

The Trust and Distributor are parties to a Distribution Agreement dated
November 14, 1991. The Distributor receives no fees for its distribution
services under this agreement.

5. Investment Advisory and Custodian Agreements:

The Fund and Aronson+Fogler (the "Advisor") are parties to an Investment
Advisory Agreement dated October 15, 1993 under which the Advisor receives an
annual fee equal to .40% of the Fund's average daily net assets. The Advisor
has voluntarily agreed to waive all or a portion of its fees in order to limit
operating expenses to not more than .75% of the average daily net assets of the
Fund. Fee waivers are voluntary and may be terminated at any time.

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

THE ADVISORS' INNER CIRCLE FUND

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the year ended October 31, 1995, are as follows:

<TABLE>
<CAPTION>
A+F LARGE-CAP
FUND (000)
-------------
<S> <C>
Purchases
Government....................................................... $ 0
Other............................................................ 61,890
Sales
Government....................................................... $ 0
Other............................................................ 58,430
</TABLE>

At October 31, 1995, the total cost of securities and the net realized gains or
losses on securities sold for Federal Income tax purposes was not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation for securities held by the Fund
at October 31, 1995, is as follows:

<TABLE>
<CAPTION>
A+F LARGE-CAP
FUND (000)
-------------
<S> <C>
Aggregate gross unrealized appreciation........................... $7,549
Aggregate gross unrealized depreciation........................... (1,557)
------
Net unrealized appreciation....................................... $5,992
======
</TABLE>

7. Capital Loss Carryforward

The A+F Large Cap Fund utilized their entire capital loss carryforward balance
of $1,276,903 to reduce realized gains incurred which otherwise would have been
distributed.
<PAGE>

NOTICE TO SHAREHOLDERS
OF
THE ADVISORS' INNER CIRCLE FUND
UNAUDITED

For the shareholders that do not have an October 31, 1995 taxable year end,
this notice is for informational purposes only. For shareholders with an
October 31, 1995 taxable year end, please consult your tax adviser as to the
pertinence of this notice.

For the fiscal year ended October 31, 1995, the portfolio is designating long
term capital gains, qualifying dividends and exempt interest income with regard
to distributions paid during the year as follows:

<TABLE>
<CAPTION>
(A) (B)
LONG TERM ORDINARY (C)
CAPITAL GAIN INCOME TOTAL
DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS
PORTFOLIO (TAX BASIS) (TAX BASIS) (TAX BASIS)
--------- ------------- ------------- -------------
<S> <C> <C> <C>
A + F LARGE-CAP FUND.................. 0% 100% 100%
<CAPTION>
(D) (E) (F)
QUALIFYING TAX EXEMPT FOREIGN
PORTFOLIO DIVIDENDS(1) INTEREST TAX CREDIT
--------- ------------- ------------- -------------
<S> <C> <C> <C>
A + F LARGE-CAP FUND.................. 80% 0% 0%
</TABLE>
- --------
(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction.
* Items (A) and (B) are based on a percentage of the portfolio's total
distributions.
** Items (D) and (E) are based on a percentage of ordinary income distributions
of the portfolio.
<PAGE>

AIG MONEY MARKET FUND

Investment Adviser:
AIG CAPITAL MANAGEMENT CORP.

AIG Money Market Fund (the "Portfolio") is a diversified money market fund that
offers investors a convenient and economical way to invest in a professionally
managed diversified portfolio of short-term, high quality securities.

This Prospectus offers Class A shares of the Portfolio, which are offered
primarily to (a) American International Group, Inc. ("AIG") and any company as
to which AIG owns more than 19% of the outstanding capital stock, (b) C.V. Starr
& Co., Inc. and its direct and indirect subsidiaries and affiliates, (c) senior
executive officers of AIG and their families (collectively referred to as "AIG
Persons"), as well as entities controlled by such AIG Persons, and (d) certain
employee benefit plans sponsored by AIG.

AN INVESTMENT IN THE PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE UNITED
STATES GOVERNMENT, AND THERE IS NO ASSURANCE THAT THE PORTFOLIO WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This Prospectus sets forth concisely information about The Advisors' Inner
Circle Fund (the "Fund") and the Portfolio that a prospective investor should
know before investing. The Portfolio is a separate series of the Fund.
Investors are advised to read this Prospectus and retain it for future
reference.

A Statement of Additional Information dated February 28, 1996, as amended or
supplemented from time to time, has been filed with the Securities and Exchange
Commission and is available without charge by calling 1-800-249-7445. The
Statement of Additional Information is incorporated into this Prospectus by
reference.

February 28, 1996

AIG-F-001-01
<PAGE>

SUMMARY

The following provides basic information about the Class A shares of the AIG
Money Market Fund (the "Portfolio"). The Portfolio is one of the mutual funds
comprising The Advisors' Inner Circle Fund (the "Fund"). The Fund also offers
Class B Shares of the Portfolio in a separate prospectus. The Class B shares of
the Portfolio have a distribution plan pursuant to Rule 12b-1 and are subject to
an annual distribution fee. This summary is qualified in its entirety by
reference to the more detailed information provided elsewhere in this Prospectus
and in the Statement of Additional Information.

WHAT IS THE INVESTMENT OBJECTIVE? The Portfolio seeks to preserve principal
value and maintain a high degree of liquidity while providing current income.
There can be no assurance that the Portfolio will achieve its investment
objective or be able to maintain a net asset value of $1.00 per share on a
continuous basis. See "Investment Objective and Policies."

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIO? The Portfolio
will attempt to maintain a constant net asset value of $1.00 per share but there
is no assurance that it can do so on a continuous basis. See "Description of
Permitted Investments and Risk Factors."

WHAT ARE THE PERMITTED INVESTMENTS? The Portfolio will invest in a broad range
of short-term, high quality U.S. dollar denominated money market instruments,
which satisfy certain quality, maturity and diversification criteria, including
criteria set by applicable laws and regulations. The Portfolio may invest in
obligations of the U.S. Treasury and agencies and instrumentalities of the U.S.
Government; obligations of domestic banks and U.S. dollar denominated
obligations of foreign banks; short-term obligations of domestic and foreign
corporate issuers; obligations of supranational entities; obligations of foreign
governments; and repurchase agreements involving any of such obligations. See
"Investment Objective and Policies" and "Description of Permitted Investments
and Risk Factors."

WHO IS THE ADVISER? AIG Capital Management Corp. (the "Adviser") serves as the
investment adviser of the Portfolio. See "Expense Summary" and "The
Adviser."

WHO IS THE ADMINISTRATOR? SEI Financial Management Corporation serves as the
administrator and shareholder servicing agent of the Portfolio. 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 serves as the
distributor of the Portfolio's shares. See "The Distributor."

2
<PAGE>

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

IS THERE A MINIMUM INVESTMENT? The Portfolio has no minimum investment
requirement for Class A shares. There is, however, a minimum investment
requirement of $25,000 for Class B shares.

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Transfer Agent on a day when the New York Stock Exchange is open for
business ("Business Day"). A purchase order will be effective as of the
Business Day received by the Transfer Agent if the Transfer Agent receives an
order prior to 12:00 p.m. (noon) Eastern time and receives payment with readily
available funds prior to 3:00 p.m. Eastern time. To purchase shares by wire,
you must first call 1-800-845-3885. Redemption orders placed with the Transfer
-----
Agent prior to 12:00 p.m. (noon) Eastern time on any Business Day will be
effective that Business Day. The purchase and redemption price for shares is
the net asset value per share next determined after a purchase or redemption
order has been received by the Transfer Agent and becomes effective. The net
asset value per share is determined at 1:00 p.m. Eastern time on each Business
Day. Shares redeemed on any Business Day will not receive dividends for that
day. See "Purchase and Redemption of Shares."

HOW ARE DIVIDENDS PAID? The Portfolio distributes substantially all of its net
investment income (exclusive of capital gains) in the form of dividends declared
daily and paid monthly. Shares normally begin earning dividends on the Business
Day on which a purchase order is effective. 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 "Purchase and Redemption of
Shares" and "Dividends and Distributions."

3
<PAGE>

EXPENSE SUMMARY
<TABLE>
<CAPTION>

SHAREHOLDER TRANSACTION EXPENSES
AIG MONEY MARKET FUND

Class A
- --------------------------------------------------------------------------------
<S> <C>
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees(1) None
Exchange Fees None
- --------------------------------------------------------------------------------
</TABLE>
(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder, except that certain institutions may be exempt from this wire
charge.

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets AIG MONEY MARKET FUND
for the most recent fiscal year)

Class A
- --------------------------------------------------------------------------------
<S> <C>
Advisory Fees (after fee waivers) (2) .17%
Other Expenses .23%
- --------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(2) .40%
- --------------------------------------------------------------------------------
</TABLE>
(2) The Adviser has, on a voluntary basis, agreed to waive all or a portion of
its fee and to reimburse certain expenses of the Portfolio. The Adviser
reserves the right to terminate its waiver or any reimbursements at any
time upon sixty days' notice to the Portfolio in its sole discretion.
Absent such waivers, advisory fees for the Class A shares of the Portfolio
would be .25% and total operating expenses, which include such advisory
fees, would be .47% of the average daily net assets of the Portfolio on an
annualized basis.
<TABLE>
<CAPTION>

EXAMPLE

AIG MONEY MARKET FUND
- -----------------------------------------------------------------------------------------------------
1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

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

Class A $4 $13 $22 $51

- ------------------------------------------------------ ----------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose
of the expense table and example is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
shareholders of the Portfolio. The information set forth in the foregoing table
and example relates only to the Class A shares. The Portfolio also offers Class
B shares which are subject to the same expenses except that they are also
subject

4
<PAGE>

to certain distribution expenses. Additional information may be found
under "The Adviser" and "The Administrator."

5
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information on Class A shares of the AIG Money Market Fund has
been audited by Arthur Andersen LLP, the Fund's independent public accountants,
as indicated in their report dated December 5, 1995 on the Fund's financial
statements as of October 31, 1995 included in the Fund's Statement of Additional
Information under "Financial Information." This table should be read in
conjunction with the Fund's audited financial statements and notes thereto.

For a Class A share of the Portfolio Outstanding Throughout the Period:
<TABLE>
<CAPTION>

AIG
MONEY
MARKET
FUND
- --------------------------------------------------------------------------------
12/1/94(1)
TO
10/31/95
- --------------------------------------------------------------------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......... $ 1.00
- --------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income...................... 0.05
- --------------------------------------------------------------------------------
Total From Investment Operations.............. 0.05
- --------------------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment Income...... (0.05)
Total Distributions..................... (0.05)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................ $ 1.00
- --------------------------------------------------------------------------------
TOTAL RETURN.................................. 5.75%*
- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)............... $ 313,657
Ratios Of Expenses To Average Net Assets...... 0.40%*
Ratio Of Expenses To Average Net Assets
(Excluding Fee Waivers)..................... 0.47%*
Ratio Of Net Investment Income To Average
Net Assets.................................. 5.60%*
Ratio Of Net Investment Income to
Average Net Assets (Excluding Fee Waivers).. 5.53%*
================================================================================
</TABLE>
* Annualized
(1) The Class A shares of AIG Money Market Fund commenced operations on
December 1, 1994.

6
<PAGE>

THE FUND AND THE PORTFOLIO

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 portfolio represents an undivided, proportionate interest in that
portfolio. This Prospectus offers Class A shares of the Fund's AIG Money Market
Fund (the "Portfolio"). The Portfolio offers two classes of shares (Class A and
Class B) which provide for variations in distribution costs, voting rights and
dividends. Except for these differences, each share of the Portfolio represents
an undivided proportionate interest in the Portfolio. Information regarding the
Class B shares of the Portfolio and the other mutual funds in the Fund is
contained in separate prospectuses that may be obtained by calling 1-800-249-
7445.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Portfolio is to preserve principal value and
maintain a high degree of liquidity while providing current income. It is also a
fundamental policy of the Portfolio to use its best efforts to maintain a
constant net asset value of $1.00 per share. There is no assurance that the
Portfolio will achieve its investment objective or that it will be able to
maintain a constant net asset value of $1.00 per share on a continuous
basis.

The Portfolio intends to comply with regulations of the Securities and Exchange
Commission (the "SEC") applicable to money market funds using the amortized cost
method for calculating net asset value. These regulations impose certain
quality, maturity and diversification restraints on Portfolio investments. Under
these regulations, the Portfolio will invest in only U.S. dollar denominated
securities, will maintain an average maturity on a dollar-weighted basis of 90
days or less, and will acquire only "eligible securities" that present both
minimal credit risks and have a maturity of 397 days or less. For a further
discussion of these rules, see "Description of Permitted Investments and Risk
Factors -- Restraints on Investments by Money Market Funds."

In seeking its investment objective, the Portfolio will invest exclusively in
(i) bills, notes and bonds issued by the United States Treasury ("United States
Treasury Obligations") and separately traded interest and principal component
parts of such obligations ("Stripped Government Securities"); (ii) obligations
issued or guaranteed as to principal and interest by the agencies or
instrumentalities of the United States Government; (iii) U.S. dollar denominated
short-term obligations of issuers rated at the time of investment in the highest
rating category for short-term debt obligations (within which there may be sub-
categories or gradations indicating relative standing) by two or more nationally
recognized statistical rating organizations ("NRSROs"), or only one NRSRO if
only one NRSRO has rated the security, or, if not rated, as determined by the
Adviser to be of comparable quality, consisting of obligations of U.S. and
foreign corporations, domestic banks, foreign banks, U.S. and foreign savings
and loan institutions; (iv) repurchase agreements with respect to the foregoing;
(v) obligations of supranational entities satisfying the credit standards
described above or, if not rated, determined by the Adviser to be of comparable
quality; and (vi)

7
<PAGE>

obligations of foreign governments, agencies and instrumentalities satisfying
the credit standards described above or, if not rated, determined by the Adviser
to be of comparable quality.

The Portfolio reserves the right to invest more than 25% of its total assets in
obligations issued by domestic branches of U.S. banks or U.S. branches of
foreign banks subject to similar regulations as U.S. banks. To the extent that
the Portfolio invests more than 25% of its net assets in bank obligations, it
will be exposed to the risks associated with that industry as a whole. The
Portfolio may purchase asset-backed securities rated in the highest NRSRO rating
category at the time of investment. The Portfolio may invest in securities which
pay interest on a variable or floating rate basis. The Portfolio may invest up
to 10% of its net assets in restricted securities. In addition, the Portfolio
may acquire securities on a when-issued basis and may buy securities which are
subject to puts or standby commitments. The Portfolio reserves the right to
enter into reverse repurchase agreements and engage in securities lending.

The Portfolio will use NRSROs such as Standard & Poor's Corporation and Moody's
Investors Service, Inc. when determining security credit ratings.

For a description of the above ratings and additional information regarding the
Portfolio's permitted investments see "Description of Permitted Investments and
Risk Factors" in this Prospectus and "Description of Permitted Investments" in
the Statement of Additional Information.

INVESTMENT LIMITATIONS

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

The Portfolio may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States Government, its agencies or instrumentalities and repurchase
agreements involving such securities) if, as a result, more than 5% of the total
assets of the Portfolio would be invested in the securities of such issuer;
provided, however, that the Portfolio may invest up to 25% of its total assets
without regard to this restriction as permitted by applicable law. As a money
market fund, the Portfolio is subject to additional diversification
requirements. See "Description of Permitted Investments - Restraints on
Investments by Money Market Funds."

8
<PAGE>

to investments in the obligations issued or guaranteed by the United States
Government, its agencies or instrumentalities, repurchase agreements involving
such securities and obligations issued by domestic branches of U.S. banks or
U.S. branches of foreign banks subject to the same regulations as U.S. banks.
For purposes of this limitation, (i) utility companies will be classified
according to their services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry; (ii) financial service
companies will be classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance will each be
considered a separate industry; (iii) supranational entities will be considered
a separate industry; and (iv) asset-backed securities will be classified
according to the underlying assets securing such securities.

3. Make loans, 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) engage in securities lending as described
in this Prospectus and in the Statement of Additional Information.

4. Borrow money, except that the Portfolio may (i) enter into reverse repurchase
agreements and (ii) borrow money for temporary or emergency purposes and then
only in an amount not exceeding 33 1/3% of the value of its total assets. Any
borrowing will be done from a bank and asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall below
300%, the Portfolio shall, within three days thereafter or such longer period as
the SEC may prescribe by rules and regulations, reduce the amount of its
borrowings to such an extent that the asset coverage of such borrowings shall be
at least 300%. This borrowing provision is included for temporary liquidity or
emergency purposes. All borrowings will be repaid before making investments and
any interest paid on such borrowings will reduce income.

The foregoing percentages will apply at the time of the purchase of a security,
except for the percentage limitations specified in paragraph 4 above, which will
apply at all times.

THE ADVISER

AIG Capital Management Corp. (the "Adviser") is an indirect wholly-owned
subsidiary of American International Group, Inc., ("AIG"). AIG is a holding
company which through its subsidiaries is primarily engaged in a broad range of
insurance and insurance-related and financial services activities in the United
States and abroad. The Adviser was formed in June, 1994. Its officers and
employees include individuals with investment management experience, including
experience with short-term investments. The Adviser had not managed a registered
investment company prior to its becoming the investment adviser for the AIG
Money Market Fund. The Adviser currently serves as the investment adviser to two
other registered investment companies: AIG All Ages Funds, Inc. and First Global
Equity Portfolio. The principal business address of the Adviser is 70 Pine
Street, 20th Floor, New York, New York 10270.

9
<PAGE>

The Adviser serves as the Portfolio's investment adviser and makes the
investment decisions for the assets of the Portfolio and continuously reviews,
supervises and administers the Portfolio's investment program, subject to the
supervision of, and policies established by, the Trustees of the Fund.

The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .25% of the average daily net assets of the Portfolio. The
Adviser has voluntarily agreed to waive all or a portion of its fees and
reimburse expenses of the Portfolio to the extent necessary in order to limit
net operating expenses, absent distribution costs, to an annual rate of not more
than .40% of the average daily net assets of the Class A shares of the
Portfolio. The Adviser reserves the right to terminate its waiver or any
reimbursements at any time upon sixty days' notice to the Portfolio in its sole
discretion. For the fiscal year ended October 31, 1995, the Adviser received
(after a partial fee waiver) a fee equal to .17% of the Portfolio's average
daily net assets.

THE ADMINISTRATOR

For these services, the Administrator is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .145% of the Portfolio's average
daily net assets up to $100 million; .1125% of the Portfolio's average daily net
assets from $100 million up to and including $200 million; .07% of the
Portfolio's average daily net assets from $200 million up to and including $450
million; and .05% of the Portfolio's average daily net assets over $450 million;
provided that the Portfolio is obligated to pay the Administrator a minimum
annual fee of $100,000.

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

THE TRANSFER AGENT

DST Systems, Inc., 210 West 10th Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Fund.

THE DISTRIBUTOR

10
<PAGE>

The Portfolio may also execute brokerage or other agency transactions through an
affiliate of the Adviser or through the Distributor for which the affiliate or
the Distributor may receive "usual and customary" compensation.

PURCHASE AND REDEMPTION OF SHARES

Shares of the Portfolio may be purchased by qualified investors by contacting
the Transfer Agent or by calling 1-800-845-3885. Shares of the Portfolio are
offered only to residents of states and other jurisdictions in which the shares
are eligible for purchase.

Purchase of shares of the Portfolio may be made on days when the New York Stock
Exchange is open for business ("Business Day"). There is no minimum investment
requirement for the Class A shares. There is no minimum for subsequent
purchases.

PURCHASES BY WIRE TRANSFER

INITIAL PURCHASES: Before making an initial investment by wire, an investor must
first telephone 1-800-845-3885 to be assigned an account number. The investor's
name, account number, taxpayer identification number or Social Security number,
and address must be specified in the wire. In addition, an Account Application
should be 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 Portfolio by requesting their
bank to transmit funds by wire to: Missouri Bank of Kansas, N.A.; ABA #10-10-
00695; for Account Number 9870600404; Further Credit: AIG Money Market Fund
Portfolio. The shareholder'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 and account number. The investor's bank may impose a fee for
investments by wire.

GENERAL INFORMATION REGARDING PURCHASES

A purchase order for Class A shares will be effective as of the Business Day
received by the Transfer Agent if the Transfer Agent receives an order prior to
12:00 p.m. (noon) Eastern time and receives federal funds before 3:00 p.m.
Eastern time. However, an order for Class A shares may be cancelled if federal
funds are not received before 3:00 p.m. Eastern time on the same Business Day.
Purchases may not be made by check. The purchase price for shares is the net
asset value per share next determined after a purchase order has been received
by the Transfer Agent and becomes effective.

11
<PAGE>

The Portfolio reserves the right to reject a purchase order when the Distributor
or Transfer Agent determines that it is not in the best interest of the Fund
and/or its shareholders to accept such order.

REDEMPTIONS

Redemption orders received by the Transfer Agent prior to 12:00 p.m. (noon)
Eastern time on any Business Day will be effective that day. The redemption
price of shares is the net asset value per share of the Portfolio next
determined after an effective redemption order, in good form, is received.
Shares redeemed will not receive the dividend declared on that day. Payment on
redemption will be made as promptly as possible and, in any event, within seven
days after the redemption order is received. 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. The custodian will deduct a wire charge, currently
$10.00, from the amount of a Federal Reserve wire redemption payment made at the
request of a shareholder, except that certain institutions may be exempt from
this charge. Shareholders cannot redeem shares of the Portfolio by Federal
Reserve wire on federal holidays restricting wire transfers. The Portfolio does
not charge for ACH wire transfers; however, such transactions will not be posted
to a shareholder's bank account until the second Business Day following the
transaction.

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

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

Net asset value per share of the Portfolio is determined at 1:00 p.m. Eastern
time on each Business Day, based on the amortized cost method described in the
Statement of Additional Information. No certificates representing shares will be
issued. The net asset value per share of the Portfolio is determined by dividing
the total market value of the Portfolio's investments, using amortized cost
valuations, and other assets, less any liabilities, by the total number of
outstanding shares of each class of the Portfolio.

12
<PAGE>

PERFORMANCE

From time to time the Portfolio advertises its "current yield" and "effective
yield." Both yield figures are based on historical earnings and are not intended
to indicate future performance. No representation can be made concerning actual
future yields. The "current yield" of the Portfolio refers to the income
generated by an investment in the Portfolio over a stated seven-day period
(which period will be stated in the advertisement). This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" (also called
"effective compound yield") is calculated similarly but, when annualized, the
income earned by an investment in the Portfolio is assumed to be reinvested. The
"effective yield" will be slightly higher than the "current yield" because of
the compounding effect of this assumed reinvestment. The performance of Class A
shares will normally be higher than that of Class B shares because Class A
shares are not subject to distribution expenses charged to Class B shares. Yield
quotations are computed separately for the Class A and Class B shares.

The Portfolio may periodically compare its performance to the performance of
other mutual funds tracked by mutual fund rating services, broad groups of
comparable mutual funds or unmanaged indices which may assume investment of
dividends but generally do not reflect deductions for administrative and
management costs.

TAXES

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

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

TAX STATUS OF THE PORTFOLIO

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

13
<PAGE>

TAX STATUS OF DISTRIBUTIONS

The Portfolio will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends from net
investment income will be taxable to shareholders as ordinary income whether
received in cash or in additional shares. Although the Portfolio does not expect
to recognize any long-term capital gains, any dividends from net capital gain
(the excess of net long-term capital gain over net short-term capital loss) will
be treated as long-term capital gain, regardless of how long the shareholders
have held their shares. Generally, distributions from the Portfolio are taxable
to shareholders when they are paid. However, dividends declared by the Portfolio
in October, November or December of any year and payable to shareholders of
record on a date in one of those months will be deemed to have been paid by the
Portfolio and received by the shareholders on December 31 of that year, if paid
by the Portfolio at any time during the following January.

The Portfolio will make annual reports to shareholders of the federal income tax
status of all distributions. Corporate shareholders should note that Portfolio
distributions will not qualify for the dividends-received deduction that is
generally available to corporate taxpayers.

Income received on direct United States Government obligations is exempt from
income tax at the state level when received directly and may be exempt,
depending on the state, when received by a shareholder from the Portfolio
provided certain state-specific conditions are satisfied. Interest received on
repurchase agreements normally is not exempt from state taxation. The Portfolio
will inform shareholders annually of the percentage of income and distributions
derived from direct United States Government obligations. Shareholders should
consult their tax advisers to determine whether any portion of the income
dividends received from the Portfolio is considered tax exempt in their
particular state.

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

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

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

Additional information concerning taxes is set forth in the Statement of
Additional Information.

14
<PAGE>

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") and classes 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.

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

TRUSTEES OF THE FUND

VOTING RIGHTS

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

REPORTING

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

15
<PAGE>

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to AIG Money Market Fund, c/o The
Advisors' Inner Circle Fund, P.O. Box 419009, Kansas City, Missouri 64141-6009
or by calling 1-800-249-7445. Purchase and redemption transactions should be
made through the Transfer Agent by calling 1-800-845-3885.

DIVIDENDS AND DISTRIBUTIONS

The Portfolio declares dividends of substantially all of its net investment
income (exclusive of capital gains) daily and distributes such dividends
monthly. Shares purchased normally begin earning dividends on the Business Day
on which the purchase order relating to such share purchase is effective. If any
capital gain is realized, substantially all of it will be distributed at least
annually.

The amount of dividends payable on Class A shares will be more than those
payable on Class B shares because of the distribution fees paid by Class B
shares.

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

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

CUSTODIAN

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

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

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

ASSET-BACKED SECURITIES - Asset-backed securities are secured by non-mortgage
assets such as company receivables, truck and auto loans, leases and credit card
receivables. Such securities are generally issued as pass-through certificates,
which represent undivided fractional ownership interests in the underlying pools
of assets. Such securities also may be debt instruments, which are also known as
collateralized obligations and are generally issued

16
<PAGE>

as the debt of a special purpose entity, such as a trust, organized solely for
the purpose of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; however, the payment of principal and interest on
such obligations may be guaranteed up to certain amounts and for a certain
period by a letter of credit or guarantee issued by a financial institution
(such as a bank or insurance company) unaffiliated with the issuers of such
securities. The purchase of asset-backed securities raises risk considerations
peculiar to the financing of the instruments underlying such securities. For
example, there is a risk that another party could acquire an interest in the
obligations superior to that of the holders of the asset-backed securities.
There also is the possibility that recoveries on repossessed collateral may not,
in some cases, be available to support payments on those securities. Asset-
backed securities entail prepayment risk, which may vary depending on the type
of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holder.

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

CERTIFICATES OF DEPOSIT - Certificates of deposit are interest bearing
instruments with a specific maturity. They are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity.

EURODOLLAR AND YANKEE BANK OBLIGATIONS - Eurodollar bank obligations are U.S.
dollar-denominated certificates of deposit or time deposits issued outside the
United States by foreign branches of U.S. banks or by foreign banks. Yankee bank
obligations are U.S. dollar denominated obligations issued in the United States
by foreign banks.

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 the 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.

17
<PAGE>

Development (World Bank), African Development Bank, European Economic Community,
European Investment Bank and the Nordic Investment Bank.

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

RESTRICTED SECURITIES - Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933
or an exemption from registration.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS - Investments by a money market
fund are subject to limitations imposed under regulations adopted by the SEC.
Under these regulations, money market funds may only acquire obligations that
present minimal credit risk and that are "eligible securities," which means they
are (i) rated, at the time of investment, by at least two NRSROs (one if it is
the only organization rating such obligation) in the highest rating category or,
if unrated, determined to be of comparable quality (a "first tier security"), or
(ii) rated according to the foregoing criteria in the second highest rating
category or, if unrated, determined to be of comparable quality ("second tier
security"). A security is not considered to be unrated if its issuer has
outstanding obligations of comparable priority and security that have a short-
term rating. A money market fund may invest up to 25% of its assets in "first
tier" securities of a single issuer for a period of up to three business
days.

REVERSE REPURCHASE AGREEMENTS - Reverse repurchase agreements are agreements by
which the 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.

STANDBY COMMITMENTS AND PUTS - Securities subject to standby commitments or puts
permit the holder thereof to sell the securities at a fixed price prior to
maturity. Securities

18
<PAGE>

subject to a standby commitment or put may be sold at any time at the current
market price. However, unless the standby commitment or put was an integral part
of the security as originally issued, it may not be marketable or assignable;
therefore, the standby commitment or put would only have value to the Portfolio
owning the security to which it relates. In certain cases, a premium may be paid
for a standby commitment or put, which premium will have the effect of reducing
the yield otherwise payable on the underlying security. The Portfolio will limit
standby commitment or put transactions to institutions believed to present
minimal credit risk.

SECURITIES LENDING - In order to generate additional income, the Portfolio may
lend securities which it owns pursuant to agreements requiring that the loan be
continuously secured by collateral consisting of cash, or securities of the U.S.
Government or its agencies equal to at least 100% of the market value of the
securities lent. The Portfolio continues to receive interest on the securities
lent while simultaneously earning interest on the investment of cash collateral.
Collateral is marked to market daily. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially or become insolvent.

SECURITIES OF FOREIGN ISSUERS - There are certain risks connected with investing
in securities of foreign issuers. These include risks of adverse political and
economic developments (including possible governmental seizure or
nationalization of assets), the possible imposition of exchange controls or
other governmental restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less information on such
securities and their issuers available to the public, the difficulty of
obtaining or enforcing court judgments abroad, restrictions on foreign
investments in other jurisdictions, difficulties in effecting repatriation of
capital invested abroad, and difficulties in transaction settlements and the
effect of delay on shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable U.S. securities.

STRIPPED GOVERNMENT SECURITIES - The Portfolio may purchase Separately Traded
Registered Interest and Principal Securities ("STRIPS") that are created when
the coupon payments and the principal payment are stripped from an outstanding
United States Treasury bond by the Federal Reserve Bank of New York and sold
separately. The Portfolio may not actively trade STRIPS.

TIME DEPOSITS - Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits with a remaining term to maturity
in excess of 7 days are considered to be illiquid securities.

19
<PAGE>

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

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. 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 Portfolio 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 Portfolio before settlement. These
securities are subject to market fluctuation due to changes in market interest
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. Although the Portfolio generally purchases securities on a
when-issued or forward commitment basis with the intention of actually acquiring
securities for its portfolio, the Portfolio may dispose of a when-issued
security or forward commitment prior to settlement if it deems appropriate.

20
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
SUMMARY................................................................ 2
EXPENSE SUMMARY........................................................ 4
THE FUND AND THE PORTFOLIO............................................. 6
INVESTMENT OBJECTIVE AND POLICIES...................................... 6
INVESTMENT LIMITATIONS................................................. 7
THE ADVISER............................................................ 8
THE ADMINISTRATOR...................................................... 9
THE TRANSFER AGENT..................................................... 9
THE DISTRIBUTOR........................................................ 9
PURCHASE AND REDEMPTION OF SHARES...................................... 10
PERFORMANCE............................................................ 12
TAXES.................................................................. 12
GENERAL INFORMATION.................................................... 14
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS.................. 15
</TABLE>
<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolio:
AIG MONEY MARKET FUND

Adviser:
AIG CAPITAL MANAGEMENT CORP.

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FINANCIAL MANAGEMENT CORPORATION

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

February 28, 1996
<PAGE>

AIG MONEY MARKET FUND

Investment Adviser:
AIG CAPITAL MANAGEMENT CORP.

This Prospectus offers Class B shares of the Portfolio, which are offered
primarily to clients of American International Group, Inc. ("AIG"), certain of
its subsidiaries and certain of its affiliates, and other institutional and
individual investors.

February 28, 1996
<PAGE>

SUMMARY

The following provides basic information about the Class B shares of the AIG
Money Market Fund (the "Portfolio"). The Portfolio is one of the mutual funds
comprising The Advisors' Inner Circle Fund (the "Fund"). The Fund also offers
Class A shares of the Portfolio in a separate prospectus. This summary is
qualified in its entirety by reference to the more detailed information provided
elsewhere in this Prospectus and in the Statement of Additional Information.

WHO IS THE ADVISER? AIG Capital Management Corp. (the "Adviser") serves as the
investment adviser of the Portfolio. See "Expense Summary" and "The Adviser."

WHO IS THE ADMINISTRATOR? SEI Financial Management Corporation serves as the
administrator and shareholder servicing agent of the Portfolio. 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 serves as the
distributor of the Portfolio's shares. See "The Distributor."

2
<PAGE>

IS THERE A SALES LOAD? Class B shares of the Portfolio are offered without a
front-end sales charge. However, Class B shares are subject to a distribution
fee of .35% of the average daily net assets of the Class B shares. See "The
Distributor."

IS THERE A MINIMUM INVESTMENT? There is a minimum investment requirement of
$25,000 which the Distributor may waive at its discretion.

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Transfer Agent on a day when the New York Stock Exchange is open for
business ("Business Day"). A purchase order will be effective as of the
Business Day received by the Transfer Agent if the Transfer Agent receives an
order prior to 12:00 p.m. (noon) Eastern time and receives payment with readily
available funds prior to 3:00 p.m. Eastern time. To purchase shares by wire,
you must first call 1-800-845-3885. Redemption orders placed with the Transfer
-----
Agent prior to 12:00 p.m. (noon) Eastern time on any Business Day will be
effective that Business Day. The purchase and redemption price for shares is
the net asset value per share next determined after a purchase or redemption
order has been received by the Transfer Agent and becomes effective. The net
asset value per share is determined at 1:00 p.m. Eastern time on each Business
Day. Shares redeemed on any Business Day will not receive dividends for that
day. See "Purchase and Redemption of Shares."

3
<PAGE>

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>

AIG MONEY MARKET FUND

Class B
- --------------------------------------------------------------------------------
<S> <C>
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees(1) None
Exchange Fees None
- --------------------------------------------------------------------------------
</TABLE>
(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder, except that certain institutions may be exempt from this wire
charge.

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets for the
most recent fiscal year)

<TABLE>
<CAPTION>
AIG MONEY MARKET FUND

Class B
- --------------------------------------------------------------------------------
<S> <C>
Advisory Fees (after fee waivers)(2) .17%
12b-1 Fees .35%
Other Expenses .23%
- --------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(2) .75%
- --------------------------------------------------------------------------------
</TABLE>

(2) The Adviser has, on a voluntary basis, agreed to waive all or a portion of
its fee and to reimburse certain expenses of the Portfolio. The Adviser
reserves the right to terminate its waiver or any reimbursements at any
time upon sixty days' notice to the Portfolio in its sole discretion.
Absent such waivers, advisory fees for the Class B shares of the Portfolio
would be .25% and total operating expenses, which include such advisory
fees, would be .85% of the average daily net assets of the Portfolio on an
annualized basis.
<TABLE>
<CAPTION>

EXAMPLE

AIG MONEY MARKET FUND
- --------------------------------------------------------------------------------
1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following
expenses on a $1,000 investment
assuming (1) 5% annual return
and (2) redemption at the end of
each time period:

Class B $8 $24 $42 $93
- --------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose
of the expense table and example is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by
shareholders of the Portfolio. The information set forth in the foregoing table
and example relates only to the Class B shares. The Portfolio also offers Class
A shares which are subject to the same expenses except that they are not subject
to distribution fees. Additional information may be found under "The Adviser"
and "The Administrator."

4
<PAGE>

Long-term Class B shareholders may eventually pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
(the "NASD").

5
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information on Class B shares of the AIG Money Market Fund has
been audited by Arthur Andersen LLP, the Fund's independent public accountants,
as indicated in their report dated December 5, 1995 on the Fund's financial
statements as of October 31, 1995 included in the Fund's Statement of Additional
Information under "Financial Information." This table should be read in
conjunction with the Fund's audited financial statements and notes thereto.

For a Class B share of the Portfolio Outstanding Throughout the Period:

AIG
MONEY
MARKET
FUND
- --------------------------------------------------------------------------------
<S> <C>
2/16/94(1)
TO
10/31/95
- --------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD.................... $1.00
- --------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income.............................. 0.04
Total From Investment Operations........................ 0.04
- --------------------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment Income................ (0.04)
Total Distributions................................ (0.04)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD.......................... $1.00
- --------------------------------------------------------------------------------
TOTAL RETURN............................................ 5.43%*
- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)......................... $120,482
Ratios Of Expenses To Average Net Assets................ 0.75%*
Ratio Of Expenses To Average Net Assets (Excluding Fee
Waivers)............................................... 0.85%*
Ratio Of Net Income To Average Net Assets............... 5.18%*
Ratio Of Net Income (Loss) to Average
Net Assets (Excluding Fee Waivers)................... 5.08%*
- --------------------------------------------------------------------------------
</TABLE>

* Annualized
(1) The Class B shares of AIG Money Market Fund commenced operations on February
16, 1995.

6
<PAGE>

THE FUND AND THE PORTFOLIO

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 portfolio represents an undivided, proportionate interest in that
portfolio. This Prospectus offers Class B shares of the Fund's AIG Money Market
Fund (the "Portfolio"). The Portfolio offers two classes of shares (Class A and
Class B) which provide for variations in distribution costs, voting rights and
dividends. Except for these differences, each share of the Portfolio represents
an undivided proportionate interest in the Portfolio. Information regarding the
Class A shares of the Portfolio and the other mutual funds in the Fund is
contained in separate prospectuses that may be obtained by calling 1-800-249-
7445.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio intends to comply with regulations of the Securities and Exchange
Commission (the "SEC") applicable to money market funds using the amortized cost
method for calculating net asset value. These regulations impose certain
quality, maturity and diversification restraints on Portfolio investments. Under
these regulations, the Portfolio will invest in only U.S. dollar denominated
securities, will maintain an average maturity on a dollar-weighted basis of 90
days or less, and will acquire only "eligible securities" that both present
minimal credit risks and have a maturity of 397 days or less. For a further
discussion of these rules, see "Description of Permitted Investments and Risk
Factors -- Restraints on Investments by Money Market Funds."

7
<PAGE>

comparable quality; and (vi) obligations of foreign governments, agencies and
instrumentalities satisfying the credit standards described above or, if not
rated, determined by the Adviser to be of comparable quality.

The Portfolio reserves the right to invest more than 25% of its total assets in
obligations issued by domestic branches of U.S. banks or U.S. branches of
foreign banks subject to similar regulations as U.S. banks. To the extent that
the Portfolio invests more than 25% of its assets in bank obligations, it will
be exposed to the risks associated with that industry as a whole. The Portfolio
may purchase asset-backed securities rated in the highest NRSRO rating category
at the time of investment. The Portfolio may invest in securities which pay
interest on a variable or floating rate basis. The Portfolio may invest up to
10% of its net assets in restricted securities. In addition, the Portfolio may
acquire securities on a when-issued basis and may buy securities which are
subject to puts or standby commitments. The Portfolio reserves the right to
enter into reverse repurchase agreements and engage in securities lending.

The Portfolio will use NRSROs such as Standard & Poor's Corporation and Moody's
Investors Service, Inc. when determining security credit ratings.

For a description of the above ratings and additional information regarding the
Portfolio's permitted investments, see "Description of Permitted Investments and
Risk Factors" in this Prospectus and "Description of Permitted Investments" in
the Statement of Additional Information.

INVESTMENT LIMITATIONS

The Portfolio may not:

2. Purchase any securities which would cause 25% or more of the total assets of
the Portfolio to be invested in the securities of one or more issuers conducting
their principal

8
<PAGE>

business activities in the same industry, provided that this limitation does not
apply to investments in the obligations issued or guaranteed by the United
States Government, its agencies or instrumentalities, repurchase agreements
involving such securities and obligations issued by domestic branches of U.S.
banks or U.S. branches of foreign banks subject to the same regulations as U.S.
banks. For purposes of this limitation, (i) utility companies will be classified
according to their services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry; (ii) financial service
companies will be classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance will each be
considered a separate industry; (iii) supranational entities will be considered
a separate industry; and (iv) asset-backed securities will be classified
according to the underlying assets securing such securities.

The foregoing percentages will apply at the time of the purchase of a security,
except for the percentage limitations specified in paragraph 4 above, which will
apply at all times.

THE ADVISER

AIG Capital Management Corp. (the "Adviser") is an indirect wholly-owned
subsidiary of American International Group, Inc., ("AIG"). AIG is a holding
company which through its subsidiaries is primarily engaged in a broad range of
insurance and insurance-related and financial services activities in the United
States and abroad. The Adviser was formed in June, 1994. Its officers and
employees include individuals with investment management experience, including
experience with short-term investments. The Adviser had not managed a registered
investment company prior to its becoming the adviser for the AIG Money Market
Fund. The Adviser currently serves as the investment adviser to two other
registered investment companies: AIG All Ages Funds, Inc. and First Global

9
<PAGE>

Equity Portfolio. The principal business address of the Adviser is 70 Pine
Street, 20th Floor, New York, New York 10270.

The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .25% of the average daily net assets of the Portfolio. The
Adviser has voluntarily agreed to waive all or a portion of its fees, and
reimburse expenses of the Portfolio to the extent necessary in order to limit
net operating expenses, to an annual rate of not more than .75% of the average
daily net assets of the Class B shares of the Portfolio. The Adviser reserves
the right to terminate its waiver or any reimbursements at any time upon sixty
days' notice to the Portfolio in its sole discretion. For the fiscal year ended
October 31, 1995, the Adviser received (after a partial fee waiver) a fee equal
to .17% of the Portfolio's average daily net assets.

THE ADMINISTRATOR

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

THE TRANSFER AGENT

DST Systems, Inc., 210 West 10th Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Fund.

10
<PAGE>

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of
SEI, serves as the Fund's distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Fund which applies to Class A and Class B
shares of the Portfolio. The Class B shares of the Portfolio have a distribution
plan (the "Class B Plan") pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "1940 Act"). As provided in the Distribution
Agreement and the Class B Plan, the Fund will pay an annual fee of .35% of the
Class B share's average daily net assets to the Distributor as compensation for
its services. From this amount the Distributor may make payments to financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies including, without limit, subsidiaries and affiliates of
AIG, investment counselors, broker-dealers and the Distributor's affiliates and
subsidiaries as compensation for services, reimbursement of expenses incurred in
connection with distribution assistance or provision of shareholder services.
The Class B Plan is characterized as a compensation plan since the distribution
fee will be paid to the Distributor without regard to the distribution or
shareholder service expenses incurred by the Distributor or the amount of
payments made to financial institutions and intermediaries. The Fund intends to
operate the Class B Plan in accordance with its terms and with the NASD rules
concerning sales charges.

Certain financial institutions offering shares to their customers may be
required to register as dealers pursuant to federal and state laws.

PURCHASE AND REDEMPTION OF SHARES

Purchase of shares of the Portfolio may be made on days when the New York Stock
Exchange is open for business ("Business Day"). The minimum investment in the
Class B shares is $25,000; however, the minimum investment may be waived at the
Distributor's discretion. There is no minimum for subsequent purchases.

PURCHASES BY WIRE TRANSFER

11
<PAGE>

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 Portfolio by requesting their
bank to transmit funds by wire to: Missouri Bank of Kansas, N.A.; ABA #10-10-
00695; for Account Number 9870600404; Further Credit: AIG Money Market Fund
Portfolio. The shareholder'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 and
account number. The investor's bank may impose a fee for investments by wire.

GENERAL INFORMATION REGARDING PURCHASES

A purchase order for Class B shares will be effective as of the Business Day
received by the Transfer Agent if the Transfer Agent receives an order prior to
12:00 p.m. (noon) Eastern time and receives federal funds before 3:00 p.m.
Eastern time. However, an order for Class B shares may be cancelled if federal
funds are not received before 3:00 p.m. on the same Business Day. Purchases may
not be made by check. The purchase price for shares is the net asset value per
share next determined after a purchase order has been received by the Transfer
Agent and becomes effective.

REDEMPTIONS

Redemption orders received by the Transfer Agent prior to 12:00 p.m. (noon)
Eastern time on any Business Day will be effective that day. The redemption
price of shares is the net asset value per share of the Portfolio next
determined after an effective redemption order, in good form, is received.
Shares redeemed will not receive the dividends declared on that day. Payment on
redemption will be made as promptly as possible and, in any event, within seven
days after the redemption order is received. Shareholders may not close their
accounts by telephone.

12
<PAGE>

however, such transactions will not be posted to a shareholder's bank account
until the second Business Day following the transaction.

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

Net asset value per share of the Portfolio is determined at 1:00 p.m. Eastern
time on each Business Day, based on the amortized cost method described in the
Statement of Additional Information. No certificates representing shares will be
issued. The net asset value per share of the Portfolio is determined by dividing
the total market value of the Portfolio's investments using amortized cost
valuations, and other assets, less any liabilities, by the total number of
outstanding shares of the Portfolio.

PERFORMANCE

The Portfolio may periodically compare its performance to the performance of
other mutual funds tracked by mutual fund rating services, broad groups of
comparable mutual

13
<PAGE>

funds or unmanaged indices which may assume investment of dividends but
generally do not reflect deductions for administrative and management costs.

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.

TAX STATUS OF THE PORTFOLIO

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

TAX STATUS OF DISTRIBUTIONS

The Portfolio will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends from net
investment income will be taxable to shareholders as ordinary income whether
received in cash or in additional shares. Although the Portfolio does not expect
to recognize any long-term capital gains, any dividends from net capital gain
(the excess of net long-term capital gain over net short-term capital loss) will
be treated as long-term capital gain, regardless of how long the shareholders
have held their shares. Generally, distributions from the Portfolio are taxable
to shareholders when they are paid. However, dividends declared by the Portfolio
in October, November or December of any year and payable to shareholders of
record on a date in one of those months will be deemed to have been paid by the
Portfolio and received by the shareholders on December 31 of that year, if paid
by the Portfolio at any time during the following January.

14
<PAGE>

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

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

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

Additional information concerning taxes is set forth in the Statement of
Additional Information.

GENERAL INFORMATION

THE FUND

The Fund 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 shares
under federal and state securities laws, pricing and insurance expenses,
brokerage costs, interest charges, taxes and organization expenses and (ii) pro
rata share of the Fund's other expenses, including audit and legal expenses. The
Portfolio's expense ratios are disclosed under "Financial Highlights."

15
<PAGE>

TRUSTEES OF THE FUND

VOTING RIGHTS

REPORTING

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to AIG Money Market Fund, c/o The
Advisers' Inner Circle Fund, P.O. Box 419009, Kansas City, Missouri 64141-6009
or by calling 1-800-249-7445. Purchase and redemption transactions should be
made through the Transfer Agent by calling 1-800-845-3885.

DIVIDENDS AND DISTRIBUTIONS

16
<PAGE>

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.

The amount of dividends payable on Class A shares will be more than those
payable on Class B shares because of the distribution fees paid by Class B
shares.

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

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

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

ASSET-BACKED SECURITIES - Asset-backed securities are securities secured by non-
mortgage assets such as company receivables, truck and auto loans, leases and
credit card receivables. Such securities are generally issued as pass-through
certificates, which represent undivided fractional ownership interests in the
underlying pools of assets. Such securities also may be debt instruments, which
are also known as collateralized obligations and are generally issued as the
debt of a special purpose entity, such as a trust, organized solely for the
purpose of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed by the U.S. Government or
its agencies or instrumentalities; however, the payment of principal and
interest on such obligations may be guaranteed up to certain amounts and for a
certain period by a letter of credit or guarantee issued by a financial
institution (such as a bank or insurance company) unaffiliated with the issuers
of such securities. The purchase of asset-backed securities raises risk
considerations peculiar to the financing of the instruments underlying such
securities. For example, there is a risk that another party could acquire an
interest in the obligations superior to that of the holders of the asset-backed
securities. There also is the possibility that recoveries on repossessed
collateral may not, in some cases, be available to support payments on those
securities. Asset-backed securities entail prepayment risk, which may vary
depending on the type of asset, but is generally less than the prepayment risk
associated with mortgage-backed securities. In addition, credit card receivables
are unsecured obligations of the card holder.

17
<PAGE>

EURODOLLAR AND YANKEE BANK OBLIGATIONS - Eurodollar bank obligations are U.S.
dollar denominated certificates of deposit or time deposits issued outside the
United States by foreign branches of U.S. banks or by foreign banks. Yankee bank
obligations are U.S. dollar denominated obligations issued in the United States
by foreign banks.

OBLIGATIONS OF SUPRANATIONAL ENTITIES - Supranational entities are entities
established through the joint participation of several governments, and include
the Asian Development Bank, the Inter-American Development Bank, International
Bank for Reconstruction and Development (World Bank), African Development Bank,
European Economic Community, European Investment Bank and the Nordic Investment
Bank.

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

18
<PAGE>

RESTRICTED SECURITIES - Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933
or an exemption from registration.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS - Investments by a money market
fund are subject to limitations imposed under regulations adopted by the SEC.
Under these regulations, money market funds may only acquire obligations that
present minimal credit risk and that are "eligible securities," which means they
are (i) rated, at the time of investment, by at least two NRSROs (one if it is
the only organization rating such obligation) in the highest rating category or,
if unrated, determined to be of comparable quality (a "first tier security"); or
(ii) rated according to the foregoing criteria in the second highest rating
category or, if unrated, determined to be of comparable quality ("second tier
security"). A security is not considered to be unrated if its issuer has
outstanding obligations of comparable priority and security that have a short-
term rating. A money market fund may invest up to 25% of its assets in "first
tier" securities of a single issuer for a period of up to three business days.

STANDBY COMMITMENTS AND PUTS - Securities subject to standby commitments or puts
permit the holder thereof to sell the securities at a fixed price prior to
maturity. Securities subject to a standby commitment or put may be sold at any
time at the current market price. However, unless the standby commitment or put
was an integral part of the security as originally issued, it may not be
marketable or assignable; therefore, the standby commitment or put would only
have value to the Portfolio owning the security to which it relates. In certain
cases, a premium may be paid for a standby commitment or put, which premium will
have the effect of reducing the yield otherwise payable on the underlying
security. The Portfolio will limit standby commitment or put transactions to
institutions believed to present minimal credit risk.

19
<PAGE>

on the investment of cash collateral. Collateral is marked to market daily.
There may be risks of delay in recovery of the securities or even loss of rights
in the collateral should the borrower of the securities fail financially or
become insolvent.

STRIPPED GOVERNMENT SECURITIES - The Portfolio may purchase separately Traded
Registered Interest and Principal Securities ("STRIPS") that are created when
the coupon payments and the principal payment are stripped from an outstanding
United States Treasury bond by the Federal Reserve Bank of New York and sold
separately. The Portfolio may not actively trade STRIPS.

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

20
<PAGE>

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. 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.

21
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
SUMMARY................................................ 2
EXPENSE SUMMARY........................................ 4
THE FUND AND THE PORTFOLIO............................. 7
INVESTMENT OBJECTIVE AND POLICIES...................... 7
INVESTMENT LIMITATIONS................................. 8
THE ADVISER............................................ 9
THE ADMINISTRATOR...................................... 10
THE TRANSFER AGENT..................................... 10
THE DISTRIBUTOR........................................ 11
PURCHASE AND REDEMPTION OF SHARES...................... 11
PERFORMANCE............................................ 13
TAXES.................................................. 14
GENERAL INFORMATION.................................... 15
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS.. 17
</TABLE>

22
<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolio:
AIG MONEY MARKET FUND

Adviser:
AIG CAPITAL MANAGEMENT CORP.

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FINANCIAL MANAGEMENT CORPORATION

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

February 28, 1996
<PAGE>

AIG MONEY MARKET FUND

Investment Adviser:
AIG CAPITAL MANAGEMENT CORP.

This Statement of Additional Information is not a prospectus and relates only to
the Class A and Class B shares of the AIG Money Market Fund (the "Portfolio").
It is intended to provide additional information regarding the activities and
operations of The Advisors' Inner Circle Fund (the "Fund") and the Portfolio.
This Statement of Additional Information should be read in conjunction with the
Portfolio's Prospectuses dated February 28, 1996, as amended or supplemented
from time to time. A copy of the Prospectuses for the Class A and Class B
shares of the Portfolio may be obtained by calling 1-800-249-7445.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
THE FUND.................................................................. 3
DESCRIPTION OF PERMITTED INVESTMENTS...................................... 3
INVESTMENT LIMITATIONS.................................................... 5
THE ADVISER............................................................... 6
THE ADMINISTRATOR......................................................... 7
THE DISTRIBUTOR........................................................... 8
TRUSTEES AND OFFICERS OF THE FUND......................................... 9
COMPUTATION OF YIELD AND TOTAL RETURN..................................... 12
PURCHASE AND REDEMPTION OF SHARES......................................... 13
DETERMINATION OF NET ASSET VALUE.......................................... 14
TAXES..................................................................... 15
PORTFOLIO TRANSACTIONS.................................................... 17
DESCRIPTION OF SHARES..................................................... 19
SHAREHOLDER LIABILITY..................................................... 20
LIMITATION OF TRUSTEES' LIABILITY......................................... 20
5% SHAREHOLDERS........................................................... 20
EXPERTS................................................................... 21
FINANCIAL INFORMATION..................................................... 21
APPENDIX.................................................................. 1
</TABLE>

February 28, 1996

AIG-F-003-001

S-1
<PAGE>

THE FUND

This Statement of Additional Information relates only to the AIG Money Market
Fund (the "Portfolio"). The Portfolio is a separate series of The Advisors'
Inner Circle Fund (the "Fund"), an open-end management investment 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"). Shares of the
Portfolio may be purchased through two separate classes (Class A and Class B)
which provide for variations in distribution fees, voting rights and dividends.
Except for these differences, each share of the Portfolio represents an equal
proportionate interest in the Portfolio. See "Description of Shares." No
investment in shares of the Portfolio should be made without first reading the
Portfolio's Prospectuses. Capitalized terms not defined herein are defined in
the Prospectuses.

DESCRIPTION OF PERMITTED INVESTMENTS

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

ASSET-BACKED SECURITIES - The Portfolio may invest in asset-backed securities
secured by assets including company receivables, truck and auto loans, leases
and credit card receivables. The Portfolio may invest in other asset-backed
securities that may be created in the future if the Adviser determines they are
suitable. These issues may be traded over-the-counter and typically have a
short-intermediate maturity structure depending on the paydown characteristics
of the underlying financial assets which are passed through to the security
holder.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; however, the payment of principal and interest on
such obligations may be guaranteed up to certain amounts and for a certain
period by a letter of credit issued by a financial institution (such as a bank
or insurance company) unaffiliated with the issuers of such securities. The
purchase of asset-backed securities raises risk considerations peculiar to the
financing of the instruments underlying such securities. For example, there is
a risk that another party could acquire an interest in the obligations superior
to that of the holders of the asset-backed securities. There also is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on those securities. Asset-backed securities
entail prepayment risk, which may vary depending on the type of asset, but is
generally less than the prepayment risk associated with collateralized mortgage
obligations ("CMOs"). In addition, credit card receivables are unsecured
obligations of the card holder.

S-2
<PAGE>

There may be a limited secondary market for asset-backed securities.

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

SECURITIES OF FOREIGN ISSUERS - There are certain risks connected with investing
in foreign securities. These include risks of adverse political and economic
developments (including possible governmental seizure or nationalization of
assets), the possible imposition of exchange controls or other governmental
restrictions, less uniformity in accounting and reporting requirements, the
possibility that there will be less information on such securities and their
issuers available to the public, the difficulty of obtaining or enforcing court
judgments abroad, restrictions on foreign investments in other jurisdictions,
difficulties in effecting repatriation of capital invested abroad, and
difficulties in transaction settlements and the effect of delay on shareholder
equity. Foreign securities may be subject to foreign taxes, and may be less
marketable than comparable U.S. securities.

Certain UNITED STATES GOVERNMENT AGENCIES have been established as
instrumentalities of the United States Government to supervise and finance
certain types of activities. Agencies of the United States Government which
issue such obligations consist of, among others, the Export Import Bank of the
United States, Farmers Home Administration, Federal Farm Credit Bank, Federal
Housing Administration, Government National Mortgage Association ("GNMA"),
Maritime Administration, Small Business Administration, and the Tennessee Valley
Authority. Obligations of instrumentalities of the United States Government
include securities issued by, among others, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Federal National Mortgage Association ("FNMA") and the United States
Postal Service. Some of these securities are supported by the full faith and
credit of the United States Treasury (e.g., GNMA). Others are supported by the
right of the issuer to

S-3
<PAGE>

borrow from the Treasury and still others are supported only by the credit of
the instrumentality (e.g., FNMA). Guarantees of principal by agencies or
instrumentalities of the United States 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 the value of
the obligation prior to maturity.

INVESTMENT LIMITATIONS

In addition to the limitations listed in the "Investment Limitations" section in
the Prospectuses, the Portfolio may not:

1. Acquire more than 5% of the voting securities of any one issuer.

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

3. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted by (3) above in aggregate amounts not to exceed 10% of
total assets taken at current value at the time of the incurrence of such
loan.

4. Purchase or sell real estate, real estate limited partnership interests,
futures contracts, commodities or commodities contracts and interests in a
pool of securities that are secured by interests in real estate. However,
subject to the permitted investments of the Portfolio, it may invest in
municipal securities or other marketable obligations secured by real estate
or interests therein.

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

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 1940 Act and the rules and regulations thereunder.

8. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

S-4
<PAGE>

9. Purchase or retain securities of an issuer if, to the knowledge of the
Portfolio, an officer, trustee, partner or director of the Fund or any
investment adviser of the Portfolio owns beneficially more than 0.5% of the
shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 0.5% of such shares or securities
together own more than 5% of such shares or securities.

10. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

11. Write puts, calls, options or combinations thereof or invest in warrants.

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

THE ADVISER

The Fund and AIG Capital Management Corp. (the "Adviser") have entered into an
advisory agreement dated November 21, 1994 (the "Advisory Agreement"). The
Advisory Agreement provides that the Adviser shall not be protected against any
liability to the Fund or its shareholders by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, any ratio of
expenses of the Portfolio (including amounts payable to the Adviser but
excluding interest, taxes, brokerage, litigation and other extraordinary
expenses) exceeds limitations established by any state in which the shares of
the Portfolio are registered, the Adviser will bear the amount of such excess.
The Adviser will not be required to bear expenses of any Portfolio to an extent
which would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). For the fiscal period ended October 31, 1995, the Adviser
was paid $548,035 and waived fees of $243,994 with respect to the Portfolio.

The continuance of the Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees or by a
vote of the shareholders of the Portfolio, and (ii) by the vote of a majority of
the Trustees who are not parties to the Agreement or "interested persons" of any
party thereto, cast in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement will terminate automatically in the event
of its assignment, and is terminable at any time without penalty by the Trustees
of the Fund or, with respect to the Portfolio, by a majority of the outstanding
shares of the Portfolio, on

S-5
<PAGE>

not less than 30 days' nor more than 60 days' written notice to the Adviser, or
by the Adviser on 90 days' written notice to the Fund.

THE ADMINISTRATOR

The Fund and SEI Financial Management Corporation (the "Administrator") have
entered into an administration agreement (the "Administration Agreement"). The
Administration Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect with respect to the Portfolio
until November 21, 1997 and shall continue in effect for successive periods of
two years unless terminated by either party on not less than 90 days' written
notice to the other party. For the fiscal year ended October 31, 1995, the
Administrator received a fee of $331,829 from the Portfolio.

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

S-6
<PAGE>

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of
SEI, and the Fund are parties to a distribution agreement dated November 14,
1991 ("Distribution Agreement") which applies to both Class A and Class B shares
of the Portfolio.

The Distribution Agreement will 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 of the outstanding shares of the Fund
upon not more than 60 days' written notice by either party or upon assignment by
the Distributor. The Distributor will not receive compensation for distribution
of Class A shares of the Portfolio. Class B shares are subject to the terms of
a distribution plan dated August 8, 1994 (the "Class B Plan").

CLASS B PLAN

The Distribution Agreement and the Class B Plan adopted by the sole initial
shareholder of the shares provides that the Class B shares of the Portfolio will
pay the Distributor a fee of .35% of the average daily net assets of the Class B
shares which the Distributor may use to compensate broker-dealers and service
providers, including the Adviser and its affiliates which provide administrative
and/or distribution services to the Class B Shareholders or their customers who
beneficially own Class B shares.

The Fund has adopted the Class B Plan in accordance with the provisions of Rule
12b-1 under the 1940 Act which regulates circumstances under which an investment
company may directly or indirectly bear expenses relating to the distribution of
its shares. Continuance of the Class B Plan must be approved annually by a
majority of the Trustees of the Fund and by a majority of the Qualified
Trustees. The Class B Plan requires that quarterly written reports of amounts
spent under the Class B Plan and the purposes of such expenditures be furnished
to and reviewed by the Trustees. The Class B Plan may not be amended to
increase materially the amount which may be spent thereunder without approval by
a majority of the outstanding Class B shares of the Fund. All material
amendments of the Plan will require approval by a majority of the Trustees of
the Fund and of the Qualified Trustees. For the fiscal year ended October 31,
1995, the Distributor received from the Portfolio, pursuant to the Class B Plan,
distribution fees in the amount of $130,708, with respect to the Class B
shares.

S-7
<PAGE>

<TABLE>
<CAPTION>
===================================================================
Portfolio Class Total Total Dist. Amount Paid to
Dist. Expenses as a 3rd Parties by
Expenses % of net assets SFS for
Distributor
Related
Services
<S> <C> <C> <C> <C>
AIG Money B $130,707.94 34.69% $130,707.94
Market
Fund
===================================================================
</TABLE>

TRUSTEES AND OFFICERS OF THE FUND

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

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.

S-8
<PAGE>

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 Gene Peters and Associates (import company) (1978-1980).
President and Chief Executive Officer of Jos. Schlitz Brewing Company before
1978.

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Ten Post Office Square South,
Boston, MA 02109. Retired since 1993. Formerly, Partner of Dechert Price &
Rhoads (law firm).

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

SANDRA K. ORLOW (DOB 10/18/53) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1983.

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

S-9
<PAGE>

___________________
*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.

S-10
<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================
Total
Compensation
From Registrant
and Fund
Aggregate Compensation Pension or Complex* Paid to
From Registrant for the Retirement Benefits Estimated Trustees for the
Fiscal Year Ended Accrued as Part of Annual Benefits Fiscal Year Ended
Name of Person, Position October 31, 1995 Fund Expenses Upon Retirement October 31, 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Cooney $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------
Frank E. Morris $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------
Robert Patterson $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------
James M. Storey, Esq. $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- ------------------------------------------------------------------------------------------------------------------
William A. 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>

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time, the Fund may advertise yield and tax equivalent yield of the
Portfolio. These figures will be based on historical earnings and are not
intended to indicate future performance. No representation can be made
concerning actual future yields. The yield of the Portfolio refers to the
annualized income generated by an investment in that Portfolio over a specified
7-day period. The yield is calculated by assuming that the income generated by
the investment during that 7-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

S-11
<PAGE>

dividends; and d = the maximum offering price per share on the last day of the
period.

For the 7-day period ended October 31, 1995, the end of the Portfolio's most
recent fiscal year, the current and effective yield for Class A shares of the
Portfolio was 5.46% and 5.61%, respectively, and for Class B shares was 5.11%
and 5.24%, respectively.

PURCHASE AND REDEMPTION OF SHARES

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

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

S-12
<PAGE>

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, the Administrator, the Transfer Agent and/or
the custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each class of the Portfolio is calculated by
adding the value of securities and other assets, subtracting liabilities and
dividing by the number of outstanding shares. Securities will be valued by the
amortized cost method which involves valuing a security at its cost on the date
of purchase and thereafter (absent unusual circumstances) assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuations in general market rates of interest on the value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which a security's value, as determined by this method, is higher or
lower than the price the Portfolio would receive if it sold the instrument.
During periods of declining interest rates, the daily yield of the Portfolio may
tend to be higher than a like computation made by a company with identical
investments utilizing a method of valuation based upon market prices and
estimates of market prices for all of its portfolio securities. Thus, if the use
of amortized cost by the Portfolio resulted in a lower aggregate portfolio value
on a particular day, a prospective investor in the Portfolio would be able to
obtain a somewhat higher yield than would result from investment in a company
utilizing solely market values, and existing investors in the Portfolio would
experience a lower yield. The converse would apply in a period of rising
interest rates.

The use of amortized cost valuation by the Portfolio and the maintenance of the
Portfolio's net asset value at $1.00 are permitted by regulations promulgated by
Rule 2a-7 under the Investment Company Act of 1940 (the "1940 Act"), provided
that certain conditions are met. Under Rule 2a-7 as amended, a money market
portfolio must maintain a dollar-weighted average maturity in the Portfolio of
90 days or less and not purchase any instrument having a remaining maturity of
more than 397 days. In addition, money market funds may acquire only U.S.
dollar denominated obligations that present minimal credit risks and that are
"eligible securities" which means they are (i) rated, at the time of investment,
by at least two nationally recognized statistical rating organizations (one if
it is the only organization rating such obligation) in the highest short-term
rating category or, if unrated, determined to be of comparable quality (a "first
tier security"), or (ii) rated according to the foregoing criteria in the second
highest short-term rating category or, if unrated, determined to be of
comparable quality ("second tier security"). The Adviser will determine that an
obligation presents minimal credit risks or that unrated instruments are of
comparable quality in accordance with guidelines established by the Trustees.
The Trustees must approve or ratify the purchase of

S-13
<PAGE>

any unrated securities or securities rated by only one rating organization. In
addition, investments in second tier securities are subject to the further
constraints that (i) no more than 5% of a Portfolio's assets may be invested in
such securities in the aggregate, and (ii) any investment in such securities of
one issuer is limited to the greater of 1% of the Portfolio's total assets or $1
million. The regulations also require the Trustees to establish procedures which
are reasonably designed to stabilize the net asset value per share at $1.00 for
the Portfolio. However, there is no assurance that the Fund will be able to meet
this objective. The Fund's procedures include the determination of the extent of
deviation, if any, of the Portfolio's current net asset value per unit
calculated using available market quotations from the Portfolio's amortized cost
price per share at such intervals as the Trustees deem appropriate and
reasonable in light of market conditions and periodic reviews of the amount of
the deviation and the methods used to calculate such deviation. In the event
that such deviation exceeds 1/2 of 1%, the Trustees are required to consider
promptly what action, if any, should be initiated. If the Trustees believe that
the extent of any deviation may result in material dilution or other unfair
results to Shareholders, the Trustees are required to take such corrective
action as they deem appropriate to eliminate or reduce such dilution or unfair
results to the extent reasonably practicable. In addition, if the Portfolio
incurs a significant loss or liability, the Trustees have the authority to
reduce pro rata the number of shares of the Portfolio in each Shareholder's
account and to offset each Shareholder's pro rata portion of such loss or
liability from the Shareholder's accrued but unpaid dividends or from future
dividends.

The securities of the Portfolio 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

S-14
<PAGE>

FEDERAL INCOME TAX

In order to qualify for treatment as a RIC under the Code, the 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 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.

S-15
<PAGE>

sufficient distributions of its ordinary income and capital gain net income
prior to the end of each calendar year to avoid liability for federal excise
tax.

Certain securities purchased by the Portfolio are sold with original issue
discount and thus do not make periodic cash interest payments. The Portfolio
will be required to include as part of its current income the accrued discount
on such obligations even though the Portfolio has not received any interest
payments on such obligations during that period. Because the Portfolio
distributes all of its net investment income to its shareholders, the Portfolio
may have to sell portfolio securities to distribute such accrued income, which
may occur at a time when the Adviser would not have chosen to sell such
securities and which may result in a taxable gain or loss.

In certain cases, the Portfolio will be required to withhold, and remit to the
United States Treasury, 30% of any distributions paid to a shareholder who (1)
has failed to provide a correct taxpayer identification number, (2) is subject
to backup withholding by the Internal Revenue Service, or (3) has not certified
to the Portfolio that such shareholder is not subject to backup withholding.

Dividends to shareholders who are non-resident individuals or entities may be
subject to a 30% United States withholding tax under existing provisions of the
Code applicable to foreign individuals and entities unless a reduced rate of
withholding or a withholding exemption is provided under applicable treaty law.
Non-resident shareholders are urged to consult their own tax advisers concerning
the applicability of the U.S. withholding tax.

If the 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 the Portfolio generally would be eligible for the
corporate dividend received deduction.

STATE TAXES

The Portfolio is not liable for any income or franchise tax in Massachusetts if
it qualifies as a RIC for federal income tax purposes. Portfolio shareholders
should

S-16
<PAGE>

consult with their tax advisers regarding the state and local tax consequences
of investments in the Portfolio.

PORTFOLIO TRANSACTIONS

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

The money market instruments in which the Portfolios invest are traded primarily
in the over-the-counter market. Bonds and debentures are usually traded over-
the-counter, but may be traded on an exchange. Where possible, the Adviser will
deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
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 Portfolio will primarily consist of dealer
spreads and underwriting commissions.

S-17
<PAGE>

of analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; and providing
portfolio performance evaluation and technical market analyses. The expenses of
the Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to the Portfolio or account generating the brokerage, and there can
be no guarantee that the Adviser will find all of such services of value in
advising the Portfolio. For the fiscal period ended October 31, 1995, the
Portfolio directed no transactions to broker-dealers for research services.

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

Since the Portfolio does not market its shares through intermediary brokers or
dealers, it is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified broker-
dealers who recommend the Portfolio' 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 Portfolio is required to identify any securities of its "regular brokers or
dealers" (such term is defined in the 1940 Act, which the Portfolio has acquired
during its most recent fiscal year. As of October 31, 1995, the Portfolio held
$15,000,000 of debt securities issued by Merrill Lynch,

S-18
<PAGE>

$15,000,000 of debt securities issued by Goldman, Sachs & Co. and $15,000,000 of
debt securities issued by Morgan Stanley & Co. Incorporated.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and different classes of 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 divided into different classes. 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

S-19
<PAGE>

5% SHAREHOLDERS

As of February 5, 1996, the following persons were the only persons who were
record owners (or to the knowledge of the Fund, beneficial owners) of 5% or more
of each class of the Portfolio's shares.

<TABLE>
<CAPTION>
AIG MONEY MARKET FUND

Shareholder Number of Shares %
----------- ---------------- ---
<S> <C> <C>
CLASS A:

A.I. LifeAssurance Co. of NY 72,268,383 24.30%
70 Pine Street, 19th fl.
New York, New York 10270

AIG Life Insurance Company 46,068,663 15.49%
70 Pine Street, 19th fl.
New York, New York 10270

A.I. Aviation Agency 40,536,564 13.63%
70 Pine Street, 19th fl.
New York, New York 10270

Transatlantic Reinsurance 34,038,336 11.45%
70 Pine Street, 19th fl.
New York, New York 10270

CLASS B:

National Union/MHD 8,507,712 7.47%
70 Pine Street, 19th fl.
New York, New York 10270

National Union/Machince Deductible 27,466,236 24.13%
70 Pine Street, 19th fl.
New York, New York 10270

National Union/Div. 16W 36,558,088 32.12%
70 Pine Street, 19th fl.
New York, New York 10270

National Union/Lease Insurance 5,806,975 5.10%
70 Pine Street, 19th fl.
New York, New York 10270
</TABLE>

The Fund believes that most of the shares referred to above were held by the
above persons in accounts for their fiduciary, agency or custodial customers.

EXPERTS

FINANCIAL STATEMENTS

S-20
<PAGE>

APPENDIX

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions are summaries of published ratings.

Commercial paper rated A by Standard & Poor's Corporation ("S&P") is regarded by
S&P as having the greatest capacity for timely payment. Issues rated A are
further refined by use of the numbers 1 + and 2, 1 to indicate the relative
degree of safety. Issues rated A-1+ are those which possess extremely strong
safety characteristics. Those rated A-1 reflect a "very strong" degree of safety
regarding timely payment. Those rated A-2 reflect a safety regarding timely
payment but not as high as A-1.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investors Service,
Inc. ("Moody's") are judged by Moody's to be of the "highest" quality and
"higher" quality respectively on the basis of relative repayment capacity.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch Investors Service, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as
having the strongest degree of assurance for timely payment. The rating Fitch-2
(Very Good Grade) is the second highest commercial paper rating assigned by
Fitch which reflects an assurance of timely payment only slightly less in degree
than the strongest issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff &
Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high
certainty of timely payment with excellent liquidity factors which are supported
by ample asset protection. Risk factors are minor. Paper rated Duff-2 is
regarded as having good certainty of timely payment, good access to capital
markets and sound liquidity factors and company fundamentals. Risk factors are
small. The designation A1 by IBCA, Inc. ("IBCA") indicates that the obligation
is supported by a very strong capacity for timely repayment. Those obligations
rated A1+ are supported by the highest capacity for timely repayment.
Obligations rated A2 are supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in business,
economic or financial conditions.
A-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND TRUSTEES OF AIG MONEY MARKET FUND OF
THE ADVISORS' INNER CIRCLE FUND:

We have audited the accompanying statement of net assets of AIG Money
Market Fund (one of the funds constituting The Advisors' Inner Circle Fund) as
of October 31, 1995, and the related statements of operations, changes in net
assets and financial highlights for the period presented. These financial
statements and financial highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of AIG
Money Market Fund of The Advisors' Inner Circle Fund as of October 31, 1995, the
results of its operations, changes in its net assets, and financial highlights
for the period presented, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
December 5, 1995
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND
October 31, 1995
- --------------------------------------------------------------------------------

AIG MONEY MARKET FUND
- ---------------------------------------------------------
<TABLE>
<CAPTION>
Face
Amount Value
(000) (000)
- -----------------------------------------------------
COMMERCIAL PAPER (61.5%)
- -----------------------------------------------------
<S> <C>
Associates of North America
$ 5,000 5.730%, 11/07/95 $ 4,995
10,000 5.730%, 11/15/95 9,978
Bankers Trust, New York
10,000 5.765%, 12/29/95 9,908
Bil North America
12,375 5.822%, 01/23/96 12,211
Campbell Soup
10,000 5.769%, 11/21/95 9,968
General Electric
5,000 5.730%, 11/10/95 4,993
10,000 5.753%, 11/29/95 9,956
General Electric Capital
10,000 5.740%, 11/10/95 9,986
5,000 5.746%, 12/27/95 4,956
Goldman Sachs
15,000 5.762%, 11/21/95 14,952
Heinz (H.J.)
10,000 5.752%, 12/01/95 9,952
Hertz
10,000 5.757%, 11/13/95 9,981
6,000 5.757%, 11/22/95 5,980
Hitachi America
7,000 5.739%, 11/03/95 6,998
7,200 5.745%, 11/09/95 7,191
J.P. Morgan
15,000 5.737%, 11/06/95 14,988
Kellogg
9,000 5.722%, 11/30/95 8,959
Merrill Lynch
10,000 5.770%, 11/01/95 10,000
5,000 5.760%, 11/15/95 4,989
Morgan Stanley
15,000 5.750%, 11/13/95 14,971
National Westminster Bancorp
15,000 5.761%, 11/29/95 14,933
Northern States Power
10,000 5.733%, 11/06/95 9,992
Pfizer
10,000 5.758%, 11/03/95 9,997
Sara Lee
10,000 5.800%, 11/06/95 9,992
<CAPTION>
Face
Amount Value
(000) (000)
- -----------------------------------------------------
<S> <C>
State Street, Boston
$ 15,000 5.735%, 11/14/95 $ 14,969
USAA Capital
6,000 5.746%, 12/28/95 5,946
Wal-Mart Stores
15,000 5.736%, 11/03/95 14,994
- -----------------------------------------------------
TOTAL COMMERCIAL PAPER
(Cost $266,735,408) 266,735
- -----------------------------------------------------
TIME DEPOSITS (25.1%)
- -----------------------------------------------------
Bank Austria AG
20,000 5.875%, 11/01/95 20,000
Bank of Nova Scotia
15,000 5.750%, 11/27/95 15,000
Dresdner Bank AG
20,000 5.875%, 11/01/95 20,000
Fifth Third Bank
20,000 5.875%, 11/01/95 20,000
Sun Trust Bank, Atlanta
20,000 5.875%, 11/01/95 20,000
Svenska Handelsbanken
14,060 5.938%, 11/01/95 14,060
- -----------------------------------------------------
TOTAL TIME DEPOSIT
(Cost $109,060,000) 109,060
- -----------------------------------------------------
CERTIFICATES OF DEPOSIT (13.8%)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------
<C> <S> <C>
Abbey National
10,000 5.800%, 01/31/96 10,000
Fuji Bank
10,000 6.310%, 01/05/96 10,000
Industrial Bank of Japan
10,000 5.900%, 11/20/95 10,000
Sanwa Bank
5,000 6.100%, 11/13/95 5,000
Societe Generale
15,000 5.740%, 11/28/95 15,001
Sumitomo Bank
10,000 6.090%, 01/16/96 10,000
- -----------------------------------------------------
TOTAL CERTIFICATES OF DEPOSIT
(Cost $60,000,551) 60,001
- -----------------------------------------------------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND
October 31, 1995
- --------------------------------------------------------------------------------

AIG MONEY MARKET FUND (concluded)
- ---------------------------------------------------------

<TABLE>
<CAPTION>
Face
Amount Value
(000) (000)
- -----------------------------------------------------
<S> <C>
TOTAL INVESTMENTS (100.4%)
(Cost $435,795,959) $435,796
- -----------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.4%)
- -----------------------------------------------------
OTHER ASSETS AND
LIABILITIES, NET (1,657)
- -----------------------------------------------------
TOTAL OTHER ASSETS AND
LIABILITIES (1,657)
- -----------------------------------------------------
NET ASSETS:
Portfolio shares of Class A
(unlimited authorization -- no
par value) based on 313,654,621
outstanding shares of
beneficial interest 313,654
Portfolio shares of Class B
(unlimited authorization -- no
par value) based on 120,481,679
outstanding shares of
beneficial interest 120,482
Accumulated net realized gain on
investments 3
- -----------------------------------------------------
TOTAL NET ASSETS: (100.0%) $434,139
- -----------------------------------------------------
Net Asset Value, Offering &
Redemption Price Per Share --
Class A $1.00
Net Asset Value, Offering &
Redemption Price Per Share --
Class B $1.00
- -----------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements
<PAGE>

STATEMENT OF OPERATIONS THE ADVISORS' INNER CIRCLE FUND
For the Period Ending October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
12/1/94 to
10/31/95 (1)
AIG MONEY MARKET FUND (000)
- --------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME:
Interest $ 18,992
-------
Total Investment Income 18,992
-------
EXPENSES:
Investment Advisory Fees 792
Waiver of Investment Advisory Fees (244)
Administrative Fees 332
Custodian Fees 39
Professional Fees 65
Transfer Agent Fees 41
Printing Fees 20
Directors' Fees 18
Registration and Filing Fees 161
Distribution Fees (2) 131
Insurance and Other Fees 11
Amortization of Deferred Organizational Costs 12
Pricing Fees 3
Rating Fees 15
-------
Total Expenses 1,396
-------
Net Investment Income 17,596
-------
NET REALIZED GAIN FROM SECURITIES SOLD 3
-------
NET REALIZED GAIN ON INVESTMENTS 3
-------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 17,599
=======
</TABLE>

(1) The AIG Money Market Fund Commenced operations on December 1, 1994.
(2) Distribution Fees are incurred at the Class B level which commenced
operations on February 16, 1995.

The accompanying notes are an integral part of the financial statements
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS THE ADVISORS' INNER CIRCLE FUND
For the Period Ending October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
12/1/94 to
10/31/95 (2)
AIG MONEY MARKET FUND (000)
- -------------------------------------------------------------------------------
<S> <C>
INVESTMENT ACTIVITIES:
Net Investment Income $ 17,596
Net Realized Gain on Securities 3
------------
Increase in Net Assets Resulting from Operations 17,599
------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net Investment Income
Class A (15,644)
Class B (1,952)
------------
Total Distributions (17,596)
------------
SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Class A
Shares Issued 14,099,321
Shares Issued in Lieu of Cash Distributions 14,200
Shares Redeemed (13,799,867)
------------
Net Class A Share Transactions 313,654
------------
Class B
Shares Issued 178,792
Shares Issued in Lieu of Cash Distributions 1,516
Shares Redeemed (59,826)
------------
Net Class B Share Transactions 120,482
------------
Increase in Net Assets From Share Transactions 434,136
------------
Total Increase in Net Assets 434,139
============
NET ASSETS:
Beginning of Period --
End of Period $ 434,139
============
</TABLE>

(2) The AIG Money Market Fund Class A and Class B commenced operations on
December 1, 1994 and February 16, 1995 respectively.

Amounts designated as "--" are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND
For the Period Ending October 31, 1995
- --------------------------------------------------------------------------------
For a Share Outstanding Throughout the Year

<TABLE>
<CAPTION>
Ratio
Net Ratio of Net
Net Net Assets Ratio of Expenses Income (Loss)
Asset Distributions Asset End Ratio of Net to Average to Average
Value Net from Net Value of of Expenses Income Net Assets Net Assets
Beginning Investment Investment End Total Period to Average to Average (Excluding (Excluding
of Period Income Income of Period Return (000) Net Assets Net Assets Waivers) Waivers)
--------- ---------- ------------- --------- ------ ------- ----------- ---------- ----------- -------------
- ------------------
AIG MONEY MARKET
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A (1)
1995 $1.00 0.05 (0.05) $1.00 5.75%* 313,657 0.40%* 5.60%* 0.47%* 5.53%*
CLASS B (1)
1995 $1.00 0.04 (0.04) $1.00 5.43%* 120,482 0.75%* 5.18%* 0.85%* 5.08%*
</TABLE>

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

The accompanying notes are an integral part of the financial statements
<PAGE>

NOTES TO FINANCIAL STATEMENTS THE ADVISORS' INNER CIRCLE FUND
October 31, 1995

- --------------------------------------------------------------------------------

1. ORGANIZATION:

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

2. SIGNIFICANT ACCOUNTING POLICIES:

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

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

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

Security Transactions and Related Income -- Security transactions are
accounted for on the date the security is purchased or sold (trade
date). Interest income is recognized on the accrual basis. Cost used in
determining realized gains and losses on the sales of investment
securities are those of the specific securities sold during the
respective holding period.

Net Asset Value Per Share -- The net asset value per share of the Fund
is calculated on each business day, by dividing the total value of
assets, less liabilities, by the number of shares outstanding.

Repurchase Agreements -- Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective
agreements mature. Provisions of the repurchase agreements ensure that
the market value of the collateral including accrued interest thereon,
is sufficient in the event of default by the counterparty. If the
counterparty defaults and the value of the collateral declines or if the
counterparty enters into an insolvency proceeding, realization of the
collateral by the Fund may be delayed or limited.

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

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

NOTES TO FINANCIAL STATEMENTS (continued) THE ADVISORS' INNER CIRCLE FUND
October 31, 1995

- --------------------------------------------------------------------------------

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

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

3. ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:

The Fund incurred organization costs of $67,000. These costs have been
capitalized by the Fund and are being amortized over sixty months commencing
with operations. In the event any of the initial shares of the Fund are redeemed
by any holder thereof during the period that the Fund is amortizing its
organizational costs, the redemption proceeds payable to the holder thereof by
the Fund will be reduced by the unamortized organizational costs in the same
ratio as the number of initial shares being redeemed bears to the number of
initial shares outstanding at the time of redemption. Organization costs include
legal fees of approximately $21,000 for organizational work performed by a law
firm of which an officer of the Fund is a partner.

Certain officers and trustees of the Trust are also officers of SEI
Financial Management Company (the "Administrator") and/or SEI Financial Services
Company. Such officers and trustees are paid no fees by the Trust for serving as
officers and trustees of the Trust.

4. ADMINISTRATION, SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENTS:

The Trust and the Administrator are parties to an Administration Agreement
under which the Administrator provides administrative services at an annual rate
of .145% of the Fund's average daily net assets up to $100 million; .1125% of
the Fund's average daily assets from $100 million up to and including $200
million; .07% of the Fund's average daily net assets from $200 million up to and
including $450 million; and .05% of the Fund's average daily net assets over
$450 million. The Fund is obligated to pay the Administrator a minimum annual
fee of $100,000.

The Trust and SEI Financial Services Company ("SFS" or "the Distributor")
under which SFS acts as the distributor of the Fund's shares have entered into a
Distribution Agreement. The distributor receives no fees for its distribution
services under this agreement. The Fund has adopted a Distribution Plan ("the
Plan") on behalf of the Class B shares pursuant to Rule 12b-1. The Plan provides
for payment to the Distributor at an annual rate of .35% of the average daily
net assets of the Class B shares.

DST Systems, Inc., 811 Main Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Fund under a transfer agency agreement with the Trust.
<PAGE>

NOTES TO FINANCIAL STATEMENTS (concluded) THE ADVISORS' INNER CIRCLE FUND
October 31, 1995

- --------------------------------------------------------------------------------

5. INVESTMENT ADVISORY AND CUSTODIAN AGREEMENTS:

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

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

6. CONCENTRATION OF CREDIT RISK:

The Fund invests primarily in high quality money market instruments. The
Fund maintains a diversified portfolio which currently has a concentration of
assets in the banking industry. The ability of the issuers of the securities
held by the Fund to meet their obligations may be affected by economic
developments in the banking industry.
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

Investment Adviser:
HGK ASSET MANAGEMENT, INC.

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

HGK FIXED INCOME FUND

February 28, 1996

HGK-F-001-01
<PAGE>

SUMMARY

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

WHAT IS THE INVESTMENT OBJECTIVE? The Portfolio seeks total return through
current income and capital appreciation consistent with the preservation of
capital.

WHAT ARE THE PERMITTED INVESTMENTS? The Portfolio intends to invest primarily
in U.S. dollar denominated fixed income securities. See "Investment Objective
and Policies" and "Description of Permitted Investments and Risk Factors".

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIO? The investment
policies of the Portfolio entail certain risks and considerations of which
investors should be aware. The Portfolio invests in securities that fluctuate
in value, and investors should expect the Portfolio's net asset value per share
to fluctuate. Values of fixed income securities and, correspondingly, of mutual
funds invested in such securities, such as the Portfolio, generally tend to vary
inversely with interest rates and may be affected by other market and economic
factors as well. The Portfolio may invest in securities that have speculative
characteristics. Investing in the securities of foreign issuers involves
special risks and considerations not typically associated with investing in U.S.
issuers. The purchase of asset-backed securities raises risk considerations
peculiar to the financing of the instruments underlying such securities,
including prepayment risk, which may vary depending on the type of asset. See
"Investment Objective and Policies" and "Description of Permitted Investments
and Risk Factors".

WHO IS THE ADVISER? HGK Asset Management, Inc. serves as the investment adviser
of the Portfolio. See "Expense Summary" and "The Adviser".

WHO IS THE ADMINISTRATOR? SEI Financial Management Corporation serves as the
administrator and shareholder servicing agent of the Portfolio. 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 Portfolio's shares. See "The Distributor".

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

2
<PAGE>

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

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

HOW ARE DISTRIBUTIONS PAID? The Portfolio distributes substantially all of its
net investment income (exclusive of capital gains) in the form of dividends
declared daily and paid monthly. Shares normally begin earning dividends within
two Business Days after the purchase order is effective. Any capital gain is
distributed at least annually. Distributions are paid in additional shares
unless the shareholder elects to take the payment in cash. See "Dividends and
Distributions".

3
<PAGE>

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
HGK FIXED INCOME FUND
- --------------------------------------------------------------------------------
<S> <C>
Maximum Sales Load Imposed on Purchases.....................................None
Maximum Sales Load Imposed on Reinvested Dividends..........................None
Deferred Sales Load.......................................................None
Redemption Fees(1)..........................................................None
Exchange Fees...............................................................None
- --------------------------------------------------------------------------------
</TABLE>
(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder.

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
HGK FIXED INCOME FUND
- --------------------------------------------------------------------------------
<S> <C>
Advisory Fees (after fee waivers) (2)......................................0.00%
Other Expenses (after reimbursements)......................................1.00%
- --------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers and reimbursements) (2)........1.00%
- --------------------------------------------------------------------------------
</TABLE>

(2) The Adviser has, on a voluntary basis, agreed to waive all or a portion of
its fee and to reimburse certain expenses of the Portfolio to the extent
that Total Operating Expenses will not exceed 1.00%. The Adviser reserves
the right to terminate its waiver or any reimbursements at any time in its
sole discretion. Absent such waivers and reimbursements, advisory fees,
"Other Expenses" and total operating expenses for the Portfolio would be
.50%, 1.33% and 1.83%, respectively, of average daily net assets on an
annualized basis.

EXAMPLE
<TABLE>
<CAPTION>

HGK FIXED INCOME FUND
1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

An investor would pay the following expenses
on a $1,000 investment assuming (1) 5% annual
return and (2) redemption at the end of $10 $32 $55 $122
each time period:
- --------------------------------------------------------------------------------
</TABLE>

4
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information on the HGK Fixed Income Fund has been audited by
Arthur Andersen LLP, the Fund's independent public accountants, as indicated in
their report dated December 5, 1995 on the Fund's financial statements as of
October 31, 1995 included in the Fund's Statement of Additional Information
under "Financial Information." This table should be read in conjunction with
the Fund's audited financial statements and notes thereto.

For a Share of the Portfolio Outstanding Throughout the Period:

HGK FIXED
INCOME
FUND
- ----------------------------------------------------------------
11/3/94(1)
TO
10/31/95
- ----------------------------------------------------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.............. $ 10.00
- ----------------------------------------------------------------
Income From Investment Operations:
Net Investment Income........................ 0.67
Realized and Unrealized
Gains on Securities.......................... 0.88
- ----------------------------------------------------------------
Total From Investment Operations.................. 1.55
- ----------------------------------------------------------------
Less Distributions:
Distributions From Net Investment Income.......... (0.67)
Distributions From Capital Gains.................. --
Total Distributions........................ (0.67)
- ----------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD.................... $ 10.88
- ----------------------------------------------------------------
TOTAL RETURN...................................... 16.07%*
- ----------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)................... $ 10,420
Ratios Of Expenses To Average Net Assets.......... 1.00%*
Ratio Of Expenses To Average Net Assets 2.37%*
(Excluding Fee Waivers and Reimbursements).....
Ratio Of Net Income To Average 6.38%*
Net Assets.....................................
Ratio Of Net Income (Loss) to Average Net Assets
(Excluding Fee Waivers and Reimbursements)..... 5.01%*
Portfolio Turnover Rate........................... 300.48%
===============================================================
</TABLE>

* Annualized
(1) The HGK Fixed Income Fund commenced operations on November 3, 1994.

5
<PAGE>

THE FUND AND THE PORTFOLIO

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 HGK Fixed
Income Fund (the "Portfolio"). Information regarding the other mutual funds
in the Fund is contained in separate prospectuses that may be obtained by
calling 1-800-932-7781.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio seeks total return through current income and capital appreciation
consistent with the preservation of capital. There can be no assurance that
the Portfolio will be able to achieve this investment objective.

The Portfolio will normally invest at least 65% of its total assets in the
following U.S. dollar denominated fixed income securities: (i) U.S. Treasury
obligations, including STRIPS; (ii) obligations issued or guaranteed as to
principal and interest by the U.S. government, its agencies or
instrumentalities; (iii) corporate bonds and debentures issued by U.S. and
foreign issuers and, at the time of purchase, rated in one of the four
highest rating categories assigned by a nationally recognized statistical
rating organization ("NRSRO") such as Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P"), Duff & Phelps, Inc.
("Duff") or Fitch Investors Service, Inc. ("Fitch"), or, if not rated,
determined to be of comparable quality by the Adviser; (iv) securities of the
government of Canada and its provincial and local governments; and (v)
securities of foreign governments.

The Portfolio may also invest up to 35% of its total assets in collateralized
mortgage obligations ("CMOs"), real estate mortgage investment conduits
("REMICs") and asset-backed securities meeting the rating quality criteria
described above. Under normal conditions, the Portfolio may also hold up to
20% of its total assets in cash or investments in repurchase agreements or
money market instruments, described below under "In General", in order to
maintain liquidity, or in the event that the Adviser determines that
securities meeting the Portfolio's investment objective and policies are not
otherwise readily available for purchase. The Portfolio may also invest up
to 5% of its net assets in stripped mortgage-backed securities, including
securities that receive interest-only payments and other securities that
receive principal-only payments.

The Portfolio may purchase zero coupon obligations and securities that pay
interest on a variable or floating rate basis. The Portfolio may invest up
to 15% of its net assets in restricted securities.

The Adviser may purchase securities with any stated remaining maturity.
However, under normal circumstances, the Portfolio expects to maintain a
dollar weighted average

6
<PAGE>

remaining maturity of approximately 10 years. In determining the maturity of
mortgage-backed securities, the Portfolio will use the expected life of such
securities, which is based upon the anticipated prepayment patterns of the
underlying mortgages.

IN GENERAL

For temporary defensive purposes during periods when the Adviser determines that
conditions warrant, the Portfolio may invest up to 100% of its assets in cash
and money market instruments, consisting of securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities; certificates of
deposit, time deposits, and bankers' acceptances issued by banks or savings
and loans associations having net assets of at least $500 million as of the
end of their most recent fiscal year; commercial paper rated at the time of
purchase at least A-1 by S&P or P-1 by Moody's, or unrated commercial paper
determined by the Adviser to be of comparable quality; repurchase agreements
involving any of the foregoing; and, to the extent permitted by applicable
law, shares of other investment companies.

The Adviser seeks to achieve the Portfolio's investment objective by
outperforming the Lehman Government Corporate Bond Index while taking less
risk and protecting the Portfolio's principal. The Adviser attempts to
maintain a relatively duration-neutral posture versus the Lehman Government
Corporate Bond Index (that is, maintaining a maximum 10% over- or under-
weighting relative to the duration of such Index), while adding value through
the overweighting of particular sectors or areas of the yield curve. The
Adviser believes that by not including large interest rate bets or sizable
duration shifts in its strategy, it can reduce the volatility of returns and
limit the loss of principal.

Debt rated BBB or Baa is regarded as having an adequate capacity to pay interest
and repay principal. (Whereas such debt normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.)

In the event any security held by the Portfolio is downgraded below the rating
categories set forth above, the Adviser will review the security and
determine whether to retain or dispose of that security.

Although the Portfolio cannot accurately predict its portfolio turnover rate,
under normal circumstances the portfolio turnover rate is not expected to
exceed 200% per year. A portfolio turnover rate in excess of 100% may result
from the Adviser's investment strategy of finding market pricing
inefficiencies rather than forecasting interest rates. The Adviser may sell
securities held for a short time in order to take advantage of what the
Adviser believes to be temporary disparities in normal yield relationships
between securities. A Portfolio turnover rate in excess of 100% may result
in higher transaction

7
<PAGE>

costs to the Portfolio and may increase the amount of taxes payable by the
Portfolio's shareholders.

For a further discussion of the Portfolio's permitted investments, see
"Description of Permitted Investments and Risk Factors" and "Description of
Permitted Investments" in the Statement of Additional Information.

INVESTMENT LIMITATIONS

The Portfolio may not:

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

2. Purchase any securities which would cause 25% or more of the total assets of
the Portfolio to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry, provided
that this limitation does not apply to investments in the obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities and
repurchase agreements involving such securities. For purposes of this
limitation, (i) utility companies will be classified according to their
services, for example, gas, gas transmission, electric and telephone will
each be considered a separate industry; and (ii) financial service companies
will be classified according to the end users of their services, for example,
automobile finance, bank finance and diversified finance will each be
considered a separate industry.

3. Make loans, except that the Portfolio may purchase or hold debt instruments
in accordance with its investment objective and policies.

4. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 33 1/3% of the value of its total assets.

The foregoing percentages will apply at the time of the purchase of a security,
except for the percentage limitations specified in paragraph 4 above, which
will apply at all times.

8
<PAGE>

THE ADVISER

HGK Asset Management, Inc. (the "Adviser") was incorporated in 1983 by three
principals, Jeffrey T. Harris, Warren A. Greenhouse, and Joseph E. Kutzel.
While the Adviser has no previous experience managing investment companies,
it has, however, provided equity, fixed income and balanced fund management
of individually structured portfolios since its inception. As of January 19,
1996, total assets under management were approximately $11.2 billion. The
principal business address of the Adviser is Newport Tower, 525 Washington
Blvd., Jersey City, New Jersey 07310.

The Adviser serves as the Portfolio's investment adviser and makes the
investment decisions for the assets of the Portfolio and continuously
reviews, supervises and administers the Portfolio's investment program,
subject to the supervision of, and policies established by, the Trustees of
the Fund.

Gregory W. Lobo, Vice President, Senior Portfolio Manager of Fixed Income
Securities, Anthony Santoliquido, Portfolio Manager of Fixed Income
Securities and Patricia Bernabeo, Portfolio Manager of Fixed Income
Securities have managed the Portfolio since its inception. Mr. Lobo has been
with the Adviser since 1990. Mr. Santoliquido has been with the Adviser
since 1993 and prior to that he was at Hilliard Farber and Co. Brokerage.
Ms. Bernabeo has been with the Adviser since 1992 and prior to that was at
New York University.

The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .50% of the average daily net assets of the Portfolio. The
Adviser has voluntarily agreed to waive all or a portion of its fees for, and
reimburse expenses of, the Portfolio to the extent necessary in order to
limit net operating expenses to an annual rate of not more than 1.00% of the
Portfolio's average daily net assets. For the fiscal year ended October 31,
1995, the Adviser received an advisory fee of .00% of the Portfolio's average
daily net assets, and the Adviser reimbursed expenses equal to .87% of the
Portfolio's average daily net assets.

THE ADMINISTRATOR

For these administrative services, the Administrator is entitled to a fee, which
is calculated daily and paid monthly, at an annual rate of .20% of the
Portfolio's average daily net assets. However, the Portfolio pays the
Administrator a minimum annual fee of $75,000, and consequently the annual
administration fee the Portfolio pays will exceed .20% of the Portfolio's
average daily net assets at low asset levels.

9
<PAGE>

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

THE TRANSFER AGENT

DST Systems, Inc., 210 West 10th Street, 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, serves as the Fund's distributor. No compensation is paid to the
Distributor for distribution services for the shares of the Portfolio.

PURCHASE AND REDEMPTION OF SHARES

Investors may purchase and redeem shares of the Portfolio directly through the
Transfer Agent, P.O. Box 419009, Kansas City, 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 Portfolio may be made on a
day on which the New York Stock Exchange is open for business ("Business
Day"). Shares of the Portfolio are offered only to residents of states in
which such shares are eligible for purchase.

The minimum initial investment in the Portfolio is $2,000 and subsequent
purchases must be at least $1,000. The Distributor may waive these minimums
at its discretion. No minimum applies to subsequent purchases effected by
dividend reinvestment.

PURCHASES BY MAIL

An account may be opened by mailing a check or other negotiable bank draft
(payable to HGK Fixed Income Fund) for $2,000 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

10
<PAGE>

Shareholders having an account with a commercial bank that is a member of the
Federal Reserve System may purchase shares of the Portfolio by requesting
their bank to transmit funds by wire to: United Missouri Bank of Kansas; ABA
#10-10-00695; for Account Number 98-7060-029-3; Further Credit: HGK Fixed
Income Fund. The shareholder'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 a shareholder's name
and account number. The investor's bank may impose a fee for investments by
wire.

GENERAL INFORMATION REGARDING PURCHASES

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

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

SYSTEMATIC INVESTMENT PLAN

A shareholder may also arrange for periodic additional investments in the
Portfolio through automatic deductions by Automated Clearing House ("ACH")
transactions from a checking or savings account by completing the appropriate
section of the Account Application form. This Systematic Investment Plan is
subject to account minimum initial purchase amounts and a minimum pre-
authorized investment amount of $500 per month. An Account Application form
may be obtained by calling 1-800-932-7781.

TAX DEFERRED INVESTMENT

The Portfolio is eligible for investment by tax-deferred retirement programs
such as 401(k) plans, Simplified Employee Pension Plans ("SEP accounts") and
IRAs. The minimum initial investment amount for an account established under
such programs is $2,000. All accounts established in the Portfolio under
such programs must elect to have all dividends reinvested in the Portfolio.

11
<PAGE>

REDEMPTIONS

Redemption orders received by the Transfer Agent prior to 4:00 p.m., Eastern
time on any Business Day will be effective that day. The redemption price of
shares is the net asset value per share of the Portfolio next determined
after 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. The custodian will deduct a wire charge,
currently $10.00, from the amount of a Federal Reserve wire redemption
payment made at the request of a shareholder. Shareholders cannot redeem
shares of the Portfolio by Federal Reserve wire on federal holidays
restricting wire transfers. The Fund does not charge for ACH wire
transactions; however, such transactions will not be posted to a
shareholder's bank account until the second Business Day following the
transaction.

SYSTEMATIC WITHDRAWAL PLAN

The Portfolio offers a Systematic Withdrawal Plan ("SWP") for shareholders who
wish to receive regular distributions from their account. Upon commencement
of the SWP, the account must have a current value of $50,000 or more.
Shareholders may elect to receive automatic payments via ACH wire transfers
of $100 or more on a monthly, quarterly, semi-annual or annual basis. An
application form for SWP may be obtained by calling 1-800-932-7781.

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

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

12
<PAGE>

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

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

PERFORMANCE

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 Portfolio commenced operations through
the specified date), assuming that the entire investment is redeemed at the
end of each period and assuming the reinvestment of all dividend and capital
gain distributions.

The Portfolio may periodically compare its performance to that of other mutual
funds tracked by mutual fund rating services (such as Lipper Analytical
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
Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on
the basis of risk-adjusted performance. The Portfolio may quote Ibbotson
Associates of Chicago, Illinois, which provides historical returns of the
capital markets in the U.S. The Portfolio may use long-term performance of
these capital markets to demonstrate general long-term risk versus reward
scenarios and could include the value of a hypothetical investment in any of
the capital markets. The Portfolio may also quote financial and business
publications and periodicals as they relate to fund management, investment
philosophy, and investment techniques.

The Portfolio may quote various measures of volatility and benchmark correlation
in advertising and may compare these measures to those of other funds.
Measures of

13
<PAGE>

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.

TAXES

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

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

TAX STATUS OF THE PORTFOLIO

The Portfolio is treated as a separate entity for federal income tax purposes
and is not combined with the Fund's other portfolios. The Portfolio intends
to 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 the Portfolio qualifies for this special
tax treatment, it will be relieved of federal income tax on that part of its
net investment income and net capital gain (the excess of net long-term
capital gain over net short-term capital loss) which it distributes to
shareholders.

TAX STATUS OF DISTRIBUTIONS

The Portfolio will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends from
net investment income will be taxable to shareholders as ordinary income
whether received in cash or in additional shares. Distributions from net
investment income will qualify for the dividends-received deduction for
corporate shareholders only to the extent such distributions are derived from
dividends paid by domestic corporations; dividends of the Portfolio 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 Portfolio
will make annual reports to shareholders of the federal income tax status of
all distributions.

Certain securities purchased by the Portfolio (such as STRIPS, defined in
"Description of Permitted Investments and Risk Factors" below) are sold with
original issue discount and thus do not make periodic cash interest payments.
The Portfolio will be required to include as part of its current income the
accrued discount on such obligations even though the Portfolio has not
received any interest payments on such obligations during that period.
Because the Portfolio distributes all of its net investment income to its

14
<PAGE>

shareholders, the Portfolio may have to sell portfolio securities to
distribute such accrued income, which may occur at a time when the Adviser
would not have chosen to sell such securities and which may result in a
taxable gain or loss.

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

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

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

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

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.

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

15
<PAGE>

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

REPORTING

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

The 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.

16
<PAGE>

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 Portfolio are paid on a per-share
basis. The value of each share will be reduced by the amount of the payment.
If shares are purchased shortly before the record date for a 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 Portfolio. The
Custodian holds cash, securities and other assets of the Fund as required by
the Investment Company Act of 1940, as amended (the "1940 Act").

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

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

ASSET-BACKED SECURITIES - Asset-backed securities are secured by non-mortgage
assets such as company receivables, truck and auto loans, leases and credit
card receivables. Such securities are generally issued as pass-through
certificates, which represent undivided fractional ownership interests in the
underlying pools of assets. Such securities also may be debt instruments,
which are also known as collateralized obligations and are generally issued
as the debt of a special purpose entity, such as a trust, organized solely
for the purpose of owning such assets and issuing such debt.

17
<PAGE>

obligations superior to that of the holders of the asset-backed securities.
There also is the possibility that recoveries on repossessed collateral may
not, in some cases, be available to support payments on those securities.
Asset-backed securities entail prepayment risk, which may vary depending on
the type of asset, but is generally less than the prepayment risk associated
with mortgage-backed securities. In addition, credit card receivables are
unsecured obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.

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

FIXED INCOME SECURITIES - Fixed income securities are debt obligations issued by
corporations, municipalities and other borrowers. The market value of fixed
income investments 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 by recognized
agencies in the rating of any fixed income security and in the ability of an
issuer to make payments of interest and principal will also affect the value
of these investments. Changes in the value of portfolio securities will not
affect cash income derived from these securities but will affect the
Portfolio's net asset value.

MORTGAGE-BACKED SECURITIES - Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining
interest rates, prepayment of mortgages underlying mortgage-backed securities
can be expected to accelerate. Prepayment of mortgages which underlie

18
<PAGE>

securities purchased at a premium often results in capital losses, while
prepayment of mortgages purchased at a discount often results in capital
gains. Because of these unpredictable prepayment characteristics, it is
often not possible to predict accurately the average life or realized yield
of a particular issue.

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.

Private Pass-Through Securities: These are mortgage-backed securities issued by
- -------------------------------
a non-governmental entity, such as a trust. These securities include CMOs and
REMICs that are rated in one of the top four rating categories. While they
are generally structured with one or more types of credit enhancement,
private pass-through securities typically lack a guarantee by an entity
having the credit status of a governmental agency or instrumentality.

CMOs: CMOs are debt obligations or multiclass pass-through certificates issued
- ----
by agencies or instrumentalities of the U.S. Government or by private
originators or investors in mortgage loans. 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.

19
<PAGE>

guarantees the timely payment of interest, and also guarantees the payment of
principal as payments are required to be made on the underlying mortgage
participation certificates. FNMA REMIC Certificates are issued and guaranteed as
to timely distribution of principal and interest by FNMA.

Risk Factors: 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.

RESTRICTED SECURITIES - Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of
1933 or an exemption from registration.

SECURITIES OF FOREIGN GOVERNMENTS - The Portfolio may invest in U.S. dollar
denominated obligations or securities of the Government of Canada and its
provincial and local governments and U.S. dollar denominated securities
issued or guaranteed by foreign governments, their political subdivisions,
agencies or instrumentalities. Permissible investments may consist of
obligations of foreign branches of U.S. Banks and of foreign banks, including
Yankee Certificates of Deposit. In addition, the Portfolio may invest in
American Depositary Receipts. These instruments may subject the Portfolio to
investment risks that differ in some respects from those related to
investments in obligations of U.S. domestic issuers. Such risks include
future adverse political and economic developments, the possible imposition
of withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, or the adoption
of other foreign governmental restrictions which might adversely affect the
payment of principal and interest on such obligations. Such investments may
also entail higher custodial fees and sales commissions than domestic
investments. Foreign issuers of securities or obligations are often subject
to accounting treatment and engage in business practices different from those
respecting domestic issuers of similar securities or obligations. Foreign
branches of U.S. banks and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S.
banks.

20
<PAGE>

on such securities and their issuers available to the public, the difficulty
of obtaining or enforcing court judgments abroad, restrictions on foreign
investments in other jurisdictions, difficulties in effecting repatriation of
capital invested abroad, and difficulties in transaction settlements and the
effect of delay on shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable U.S. securities.
The value of the Portfolio's investments denominated in foreign currencies
will depend on the relative strengths of those currencies and the U.S.
dollar, and the Portfolio may be affected favorably or unfavorably by changes
in the exchange rates or exchange control regulations between foreign
currencies and the U.S. dollar. Changes in foreign currency exchange rates
also may affect the value of dividends and interest earned, gains and losses
realized on the sale of securities and net investment income and gains, if
any, to be distributed to shareholders by the Portfolio.

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

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

U.S. TREASURY OBLIGATIONS - U.S. Treasury obligations consist of bills, notes
and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through
the federal book-entry system known as Separately Traded Registered Interest
and Principal Securities ("STRIPS").

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

21
<PAGE>

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 Portfolio 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 Portfolio
before settlement. These securities are subject to market fluctuation due to
changes in market interest 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. Although the Portfolio
generally purchases securities on a when-issued or forward commitment basis
with the intention of actually acquiring securities for its portfolio, the
Portfolio may dispose of a when-issued security or forward commitment prior
to settlement if it deems appropriate.

ZERO COUPON OBLIGATIONS - Zero coupon obligations are debt securities that do
not bear any interest, but instead are issued at a deep discount from par. The
value of a zero coupon obligation increases over time to reflect the interest
accreted. Such obligations will not result in the payment of interest until
maturity, and will have greater price volatility than similar securities that
are issued at par and pay interest periodically.

22
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
SUMMARY............................................................ 2
EXPENSE SUMMARY.................................................... 4
THE FUND AND THE PORTFOLIO......................................... 6
INVESTMENT OBJECTIVE AND POLICIES.................................. 6
INVESTMENT LIMITATIONS............................................. 8
THE ADVISER........................................................ 9
THE ADMINISTRATOR.................................................. 9
THE TRANSFER AGENT................................................. 10
THE DISTRIBUTOR.................................................... 10
PURCHASE AND REDEMPTION OF SHARES.................................. 10
PERFORMANCE........................................................ 13
TAXES.............................................................. 14
GENERAL INFORMATION................................................ 15
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS.............. 17
</TABLE>
<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolio:
HGK FIXED INCOME FUND

Adviser:
HGK ASSET MANAGEMENT, INC.

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FINANCIAL MANAGEMENT CORPORATION

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

February 28, 1996
<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIO:
HGK FIXED INCOME FUND

INVESTMENT ADVISER:
HGK ASSET MANAGEMENT, INC.

This Statement of Additional Information is not a prospectus and relates only to
the HGK Fixed Income Fund (the "Portfolio"). It is intended to provide
additional information regarding the activities and operations of The Advisors'
Inner Circle Fund (the "Fund") and the Portfolio and should be read in
conjunction with the Portfolio's Prospectus dated February 28, 1996. The
Prospectus for the Portfolio may be obtained by calling 1-800-932-7781.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>

THE FUND............................................................... S - 3
DESCRIPTION OF PERMITTED INVESTMENTS................................... S - 3
INVESTMENT LIMITATIONS................................................. S - 4
THE ADVISER............................................................ S - 6
THE ADMINISTRATOR...................................................... S - 6
THE DISTRIBUTOR........................................................ S - 7
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 - 12
TAXES.................................................................. S - 12
PORTFOLIO TRANSACTIONS................................................. S - 14
DESCRIPTION OF SHARES.................................................. S - 16
SHAREHOLDER LIABILITY.................................................. S - 16
LIMITATION OF TRUSTEES' LIABILITY...................................... S - 17
5% SHAREHOLDERS........................................................ S - 17
EXPERTS................................................................ S - 18
FINANCIAL.............................................................. S - 18

</TABLE>

February 28, 1996
<PAGE>

THE FUND

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

DESCRIPTION OF PERMITTED INVESTMENTS

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

FLOATING RATE INSTRUMENTS have a rate of interest that is set as a specific
percentage of a designated base rate (such as the prime rate) at a major
commercial bank. The Portfolio can demand payment of the obligation at all
times or at stipulated dates on short notice (not to exceed 30 days) at par plus
accrued interest. The Portfolio may use the longer of the period required
before the Portfolio is entitled to prepayment under such obligations or the
period remaining until the next interest rate adjustment date for purposes of
determining the maturity of the instrument. Such obligations are frequently
secured by letters of credit or other credit support arrangements provided by
banks. The quality of the underlying credit or of the bank, as the case may be,
must, in the Adviser's opinion be equivalent to the long-term bond or commercial
paper ratings stated in the Prospectus. The Adviser will monitor the earning
power, cash flow and liquidity ratios of the issuers of such instruments and the
ability of an issuer of a demand instrument to pay principal and interest on
demand.

RESTRICTED SECURITIES are securities that may not be sold to the public without
registration under the Securities Act of 1933 (the "1933 Act") absent an
exemption from registration. Certain of the permitted investments of the
Portfolio may be restricted securities and the Adviser may invest up to 15% of
the net assets of the Portfolio in restricted securities provided it determines
that at the time of investment such securities are not illiquid (generally, an
illiquid security cannot be disposed of within seven days in the ordinary course
of business at its full value), based on guidelines which are the responsibility
of and are periodically reviewed by the Board of

S-2
<PAGE>

Trustees. Under these guidelines, the Adviser will consider the frequency of
trades and quotes for the security, the number of dealers in, and potential
purchasers for, the securities, dealer undertakings to make a market in the
security, and the nature of the security and of the marketplace trades. In
purchasing such restricted securities, the Adviser intends to purchase
securities that are exempt from registration under Rule 144A promulgated under
the 1933 Act. Investing in Rule 144A securities could have the effect of
increasing the level of Portfolio illiquidity to the extent that qualified
institutional buyers become, for a time, uninterested in purchasing these
securities. In addition, certain state securities regulators have required that
the Portfolio include Rule 144A securities in the 15% limitation. The Portfolio
will so limit its investments, but intends to remove or loosen this restriction
once permitted to do so by state regulators.

Certain U.S. Government Agencies have been established as instrumentalities of
the U.S. Government to supervise and finance certain types of activities.
Issues of these agencies, while not direct obligations of the U.S. Government,
are either backed by the full faith and credit of the United States or supported
by the issuing agency's right to borrow from the Treasury. The issues of other
agencies are supported only by the credit of the instrumentality.

INVESTMENT LIMITATIONS

The Portfolio may not:

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

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

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 33 1/3% of the value of total assets. Any borrowing
will be done from a bank and to the extent that such borrowing exceeds 5%
of the value of the Portfolio's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall
below 300%, the Portfolio shall, within three days thereafter or such
longer period as the Securities and Exchange Commission ("SEC") may
prescribe by rules and regulations, reduce the amount of its borrowings to
such an extent that the asset coverage of such borrowings shall be at least
300%. This borrowing provision is included for temporary liquidity or
emergency purposes. All borrowings will be repaid before making investments
and any interest paid on such borrowings will reduce income.

4. Make loans, except that the Portfolio may purchase or hold debt instruments
in accordance with its investment objective and policies and may enter into
repurchase agreements.

S-3
<PAGE>

6. Purchase or sell real estate, real estate limited partnership interests,
futures contracts, commodities or commodities contracts and interests in a
pool of securities that are secured by interests in real estate. However,
subject to the permitted investments of the Portfolio, it may invest in
municipal securities or other marketable obligations secured by real estate
or interests therein.

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

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

9. 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.

10. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

11. Purchase or retain securities of an issuer if, to the knowledge of the
Fund, an officer, trustee, partner or director of the Fund or any
investment adviser of the Fund owns beneficially more than 0.5% of the
shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 0.5% of such shares or securities
together own more than 5% of such shares or securities.

12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

13. Write or purchase puts, calls, options or combinations thereof or invest in
warrants.

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

THE ADVISER

The Fund and HGK Asset Management Inc. (the "Adviser") have entered into an
advisory agreement dated August 15, 1994 (the "Advisory Agreement"). The
Advisory

S-4
<PAGE>

Agreement provides that the Adviser shall not be protected against any liability
to the Fund or its shareholders by reason of willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from reckless
disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, any ratio of
expenses of the Portfolio (including amounts payable to the Adviser but
excluding interest, taxes, brokerage, litigation and other extraordinary
expenses) exceeds limitations established by any state in which the shares of
the Portfolio are registered, the Adviser will bear the amount of such excess.
The Adviser will not be required to bear expenses of any Portfolio to an extent
which would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). For the fiscal period ended October 31, 1995, the Adviser
was paid $0, waived fees of $39,390 and reimbursed expenses of $68,886.

To the extent the Portfolio purchases securities of open end investment
companies, the Adviser will waive its advisory fee on that portion of the
Portfolio's assets invested in such securities.

THE ADMINISTRATOR

The Fund and SEI Financial Management Corporation (the "Administrator") have
entered into an administration agreement dated November 14, 1991 (the
"Administration Agreement"). The Administration Agreement provides that the
Administrator shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which the
Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Administrator in
the performance of its duties or from reckless disregard by it of its duties and
obligations thereunder. The Administration Agreement shall remain in effect with
respect to the Portfolio until August 15, 1999 and shall continue in effect for
successive periods of two years unless terminated by either party on not less
than 90 days' written notice to the other party. For the fiscal period

S-5
<PAGE>

ended October 31, 1995, the Administrator received fees of $74,589 for the
Portfolio.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of
SEI, and the Fund are parties to a distribution agreement dated November 14,
1991 ("Distribution Agreement"). The Distributor will not receive compensation
for the distribution of shares of any Portfolio.

TRUSTEES AND OFFICERS OF THE FUND

S-6
<PAGE>

The management and affairs of the Trust are supervised by the Trustees under the
laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees and executive officers of the Trust 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 Trust also serve as Trustees and/or officers of
The Achievement Funds Trust, The Arbor Fund, ARK Funds, Bishop Street Funds, The
Compass Capital Group, Conestoga Family of Funds, CoreFunds, Inc., CrestFunds,
Inc., CUFUND, FFB Lexicon Funds, First American Investment Funds, Inc., First
American Funds, Inc., Insurance Investment Products Trust, Inventor Funds, Inc.,
Marquis Funds(R), Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The
Pillar Funds, Rembrandt Funds(R), 1784 Funds, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Managed Trust, SEI International Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds and STI
Classic Variable Trust.

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.

GENE PETERS - (DOB 06/03/29) Trustee** - 943 Oblong Road, Williamstown, MA
01267. Private investor from 1987 to present. Vice President and Chief
Financial

S-7
<PAGE>

Officer, Western Company of North America (petroleum service company) (1980-
1986). President of Gene Peters and Associates (import company) (1978-1980).
President and Chief Executive Officer of Jos. Schlitz Brewing Company before
1978.

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Ten Post Office Square South,
Boston, MA 02109. Retired since 1993. Formerly, Partner of Dechert Price &
Rhoads (law firm).

SANDRA K. ORLOW (DOB 10/18/53) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1983.

**1 KATHRYN L. STANTON (DOB 11/19/58) - Vice President, Assistant Secretary -
Vice President and Assistant Secretary of SEI, the Administrator and the
Distributor since 1994. Associate, Morgan, Lewis & Bockius LLP (law firm)
(1989-1994).

JOSEPH M. LYDON (DOB 09/27/59) - Vice President, Assistant Secretary -Director
of Business Administration of Fund Resources, SEI Corporation since 1995. Vice
President of Fund Group and Vice President of the Adviser, Dreman Value

S-8
<PAGE>

Value Management and President of Dreman Financial Services, Inc. prior to
1995.

___________________
*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 period ended
October 31, 1995.

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

<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
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 service on 1
board
- ------------------------------------------------------------------------------------------------------------------------------
Robert A. Nesher $0 N/A N/A $0 for service on 1
board
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time, the Fund may advertise yield, tax equivalent 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 the 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:

For the 30-day period ended October 31, 1995, the Portfolio's yield was
5.77%.

A tax equivalent yield is computed by dividing the portion of the yield that is
tax exempt by one minus a stated income tax rate and adding the product to that
portion, if any, of the yield that is not tax exempt.

The total return of the Portfolio refers to the average compounded rate of
return to a hypothetical investment for designated time periods (including, but
not limited to, the period from which 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.

S-10
<PAGE>

For the period from November 3, 1994 (commencement of operations) through
October 31, 1995, the total return was 16.07% (annualized).

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 the Portfolio
in lieu of cash. Shareholders may incur brokerage charges on the sale of any
such securities so received in payment of redemptions.

The Fund reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the 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, the Administrator,
the Transfer Agent and/or the custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

TAXES

S-11
<PAGE>

Federal Income Tax

In order to qualify for treatment as a RIC under the Code, the 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 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.

S-12
<PAGE>

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

STATE TAXES

The Portfolio is 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 Portfolio.

PORTFOLIO TRANSACTIONS

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 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

S-13
<PAGE>

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 Portfolio will primarily consist of dealer
spreads and underwriting commissions.

The Adviser may, consistent with the interests of the Portfolio, select brokers
on the basis of the research services they provide to the Adviser. Such
services may include analyses of the business or prospects of a company,
industry or economic sector, or statistical and pricing services. Information
so received by the Adviser will be in addition to and not in lieu of the
services required to be performed by the Adviser under the Advisory Agreement.
If, in the judgment of the Adviser, the Portfolio or other accounts managed by
the Adviser will be benefitted by supplemental research services, the Adviser is
authorized to pay brokerage commissions to a broker furnishing such services
which are in excess of commissions which another broker may have charged for
effecting the same transaction. These research services include advice, either
directly or through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; and providing
portfolio performance evaluation and technical market analyses. The expenses of
the Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to the Portfolio or account generating the brokerage, and there can
be no guarantee that the Adviser will find all of such services of value in
advising the Portfolio. For the fiscal period ended October 31, 1995, the
Portfolio directed no transactions to broker-dealers for research services.

S-14
<PAGE>

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. For the fiscal period ended October 31, 1995 the Portfolio paid
the Distributor brokerage commissions in the aggregate amount of $139. For the
fiscal period ended October 31, 1995, the commission the Portfolio paid to the
Distributor represented 29% of the aggregate brokerage commissions which were
paid on transactions that represented 4% of the aggregate dollar amount of
transactions that incurred commissions paid by the Portfolio during such period.
Aggregate brokerage commissions paid by the Portfolio for the period ended
October 31, 1995 was $486.

Since the Fund does not market its shares through intermediary brokers or
dealers, it is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified broker-
dealers who recommend the Portfolio' 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 Portfolio is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act, which the Portfolio has
acquired during its most recent fiscal year. As of October 31, 1995, the
Portfolio held $296,625 of debt securities issued by Lehman Brothers.

For the fiscal year ended October 31, 1995, the portfolio turnover rate for the
Portfolio was 300.48%.

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.

S-15
<PAGE>

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

5% SHAREHOLDERS

As of February 5, 1996, the following persons were the only persons who were
record owners (or to the knowledge of the Fund, beneficial owners) of 5% or more
of the shares of the Portfolios.
<TABLE>
<CAPTION>

HGK fixed Income Fund

Shareholder Number of Shares
%
<S> <C> <C>
Westchester Heavy Construction 115,017.4640 10.43%
Local 60 General Fund
c/o Mr. Joseph Dominick
140 Broadway
</TABLE>

S-16
<PAGE>

Hawthorne, NY 10534-1104
<S> <C> <C>
Sam Agati TTEE 152,375.1400 13.81%
Laborers Local #322 General Fund
P.O. Box 361
Massena, NY 13662-0361
</TABLE>

S-17
<PAGE>

<S> <C> <C>
Joint Council No. 40 Retirement Plan 108,492.4380 9.84%
For Full-Time Paid Officers &
Business Representatives
910 Sheraton Dr., Suite 210
Mars, PA 16046-9440

Laborers' Local 17 58,993.6410 5.35%
Training & Education Trust Fund
C/O Victor Mandia
305 C Little Britain Road
Newburgh, NY 12550-5126

Ritangela Construction Corp. 58,720.6360 5.32%
P.O. Box 9153 176 Route 304
Bardonia, NY 10954

Terry Peck And 55,653.3080 5.05%
Edward A. Grimm TTEES
Plumbers & Piperfitters Local 520
JT Apprntshp & Training Comm Fund
7193 Jonestown Rd C/O Murphy
Harrisburg, PA 17112-3649
</TABLE>

The Fund believes that most of the shares referred to above were held by the
persons indicated in accounts for their fiduciary, agency or custodial
customers.

EXPERTS

FINANCIAL STATEMENTS

S-18
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Trustees of HGK Fixed Income Fund of The Advisors'
Inner Circle Fund:

We have audited the accompanying statements of net assets of HGK Fixed Income
Fund (one of the funds constituting The Advisors' Inner Circle Fund) as of
October 31, 1995, and the related statements of operations, changes in net
assets and financial highlights for the periods presented. These financial
statements and financial highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that out audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of HGK
Fixed Income Fund of The Advisors' Inner Circle Fund as of October 31, 1995,
the results of its operations, changes in its net assets, and financial
highlights for the period presented, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
December 5, 1995
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

[PIE CHART APPEARS HERE]

A pie chart depicting industry breakdowns in the HGK Fixed Income Fund as a
percentage of Total Fund Investments. The breakdown is as follows:

<TABLE>
<CAPTION>
Industry %
-------- -
<S> <C>
Industrial 27%
U.S. Gov't Agency 26%
U.S. Treasury 18%
Financial 10%
Repurchase Agreements 7%
Yankee 7%
Utility 4%
Asset Backed 1%
</TABLE>

<TABLE>
<CAPTION>
Face Market
Amount Value
HGK FIXED INCOME FUND (000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
CORPORATE BONDS -- 47.5%
Asarco
8.500%, 05/01/25 $350 $ 386
Brascan Yankee Bond
7.375%, 10/01/02 250 249
CCP Insurance
10.500%, 12/15/04 250 273
Countrywide Funding MTN
6.880%, 08/03/98 150 152
Dresdner Bank
6.625%, 09/15/05 500 503
General Motors Acceptance Corporation
6.625%, 10/01/02 350 352
General Motors Corporation
7.400%, 09/01/25 175 179
IBM
6.375%, 11/01/97 290 291
KMart
7.950%, 02/01/23 225 188
Lehman Brothers
5.040%, 12/15/03 300 297
Niagara Mohawk Power
7.750%, 05/15/06 500 451
Philip Morris Companies
8.750%, 12/01/96 400 412
Republic of Italy Global Bond
6.875%, 09/27/23 250 230
Time Warner
7.950%, 02/01/00 475 496
Union Pacific Railroad
8.350%, 05/01/25 450 489
-------
TOTAL CORPORATE BONDS
(Cost $4,864,504) 4,948

U.S. GOVERNMENT AGENCY OBLIGATION -- 25.4%
FHLB
5.000%, 07/16/96 $250 $ 249
FHLMC
7.360%, 03/05/98 375 376
6.730%, 03/21/01 250 251
FNMA
6.020%, 09/19/97 callable 9/16/96 @ 100 375 375
FNMA MTN
7.375%, 03/28/05 450 483
7.650%, 05/04/05 150 152
FNMA Pool# 50759
6.000%, 07/01/00 208 205
FNMA Series 1994-M3 Class A CMO
7.710%, 04/25/06 246 257
SLMA
5.240%, 03/03/97 300 297
-------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATION
(Cost $2,583,702) 2,645
-------
U.S. TREASURY OBLIGATIONS -- 17.7%
U.S. Treasury Bonds
7.500%, 11/15/16 425 479
7.250%, 08/15/22 200 221
U.S. Treasury Notes
7.500%, 01/31/96 250 251
7.250%, 02/15/98 300 310
7.500%, 11/15/01 400 432
5.750%, 08/15/03 150 148
-------
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $1,736,923) 1,841
-------
ASSET BACKED SECURITIES -- 1.3%
Ford Credit Grantor Trust 94b A
7.300%, 10/15/99 139 141
-------
TOTAL ASSET BACKED SECURITIES
(Cost $138,725) 141
-------
REPURCHASE AGREEMENT -- 6.6%
Lehman Brothers Securities 5.54%, dated 10/31/95, matures
11/01/95, repurchase price $685,478 (collateralized by U.S.
Treasury Note, par value 692,771, 6.625%, matures 03/31/97:
market value 705,905) 685
-------
TOTAL REPURCHASE AGREEMENT
(Cost $685,478) 685
-------
TOTAL INVESTMENTS -- 98.5%
(Cost $10,009,332) $10,260
=======
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
Value
HGK FIXED INCOME FUND (000)
- ------------------------------------------------------------------------------
<S> <C> <C>
OTHER ASSETS AND LIABILITIES -- 1.5%
Other Assets and Liabilities, Net $ 160
=======
NET ASSETS:
Portfolio shares (unlimited authorization--no par value) based on
957,731 outstanding shares of beneficial interest 9,752
Accumulated net realized gain on investments 417
Net unrealized appreciation on investments 251
-------
TOTAL NET ASSETS: -- 100.0% $10,420
=======
Net Asset Value, Offering Price and Redemption Price Per Share $ 10.88
=======
</TABLE>
CMO--Collateralized Mortgage Obligation
FHLB--Federal Home Loan Bank
FHLMC--Federal Home Loan Mortgage Corporation
FNMA--Federal National Mortgage Association
MTN--Medium Term Note
SLMA--Student Loan Marketing Association

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF OPERATIONS THE ADVISORS' INNER CIRCLE FUND

For the period ended October 31, 1995

<TABLE>
<CAPTION>
HGK
FIXED INCOME
FUND
------------
11/03/94(1)
TO 10/31/95
(000)
- --------------------------------------------------------------------------------
<S> <C>
Investment Income:
Interest Income.................................................. $ 584
- --------------------------------------------------------------------------------
Total Investment Income......................................... 584
- --------------------------------------------------------------------------------
Expenses:
Investment Advisory Fees......................................... 39
Waiver of Investment Advisory Fees............................... (39)
Contributions by Adviser......................................... (69)
Administrative Fees.............................................. 74
Custodian Fees................................................... 4
Professional Fees................................................ 24
Transfer Agent Fees.............................................. 16
Printing Fees.................................................... 6
Directors' Fees.................................................. 4
Registration and Filing Fees..................................... 11
Insurance and Other Fees......................................... 3
Amortization of Deferred Organizational Costs.................... 3
Pricing Fees..................................................... 3
- --------------------------------------------------------------------------------
Total Expenses.................................................. 79
- --------------------------------------------------------------------------------
Net Investment Income.......................................... 505
- --------------------------------------------------------------------------------
Net Realized Gain from Securities Sold........................... 417
Net Unrealized Appreciation of Investment Securities............. 251
- --------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments................. 668
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations............. $1,173
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) The HGK Fund Commenced operations on November 3, 1994.

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS THE ADVISORS' INNER CIRCLE FUND

For the period ended October 31, 1995

<TABLE>
<CAPTION>
HGK
FIXED INCOME
FUND
------------
11/03/94(2)
TO 10/31/95
(000)
- --------------------------------------------------------------------------------
<S> <C>
Investment Activities:
Net Investment Income............................................. $ 505
Net Realized Gain on Securities Sold.............................. 417
Net Unrealized Appreciation of Investment Securities.............. 251
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations............. 1,173
- --------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income............................................. (505)
- --------------------------------------------------------------------------------
Total Distributions.............................................. (505)
- --------------------------------------------------------------------------------
Capital Share Transactions:
Shares Issued..................................................... 10,408
Shares Issued in Lieu of Cash Distributions....................... 504
Shares Redeemed................................................... (1,160)
- --------------------------------------------------------------------------------
Increase in Net Assets Derived from Capital Share Transactions.... 9,752
- --------------------------------------------------------------------------------
Total Increase in Net Assets..................................... 10,420
- --------------------------------------------------------------------------------
Net Assets:
Beginning of Period............................................... --
- --------------------------------------------------------------------------------
End of Period..................................................... $10,420
- --------------------------------------------------------------------------------
Shares Issued and Redeemed:
Shares Issued..................................................... 1,022
Issued in Lieu of Cash Distributions.............................. 48
Redeemed.......................................................... (112)
- --------------------------------------------------------------------------------
Net Increase in Share Transactions............................... 958
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(2) The HGK Fund commenced operations on November 3, 1994.

The accompanying notes are an integral part of the financial statements.
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

For a Share Outstanding Throughout the Period

<TABLE>
<CAPTION>
Net Realized and Net Net Ratio
Asset Unrealized Distributions Asset Assets Ratio of Net
Value Net Gains or from Net Distributions Value End of Expenses Income
Beginning Investment Losses on Investment from Capital End Total of Period to Average to Average
of Period Income Securities Income Gains of Period Return (000) Net Assets Net Assets
--------- ---------- ------------ ------------- ------------- --------- ------- --------- ----------- ----------
- ---------------------
HGK FIXED INCOME FUND
- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995(1) $10.00 0.67 0.88 (0.67) -- $10.88 16.07%* 10,420 1.00%* 6.38%*
<CAPTION>
Ratio
Ratio of Net Income
of Expenses (Loss) to
to Average Average
Net Assets Net Assets
(Excluding (Excluding Portfolio
Waivers and Waivers and Turnover
Reimbursements) Reimbursements) Rate
--------------- --------------- ---------
- ---------------------
HGK FIXED INCOME FUND
- ---------------------
<S> <C> <C> <C>
1995(1) 2.37%* 5.01%* 300.48%
</TABLE>

* Annualized
(1) The HGK Fixed Income Fund commenced operations on November 3, 1994.

The accompanying notes are an integral part of the financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
1. Organization:

THE ADVISORS' INNER CIRCLE FUND (the "Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated July 18, 1991. The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with eleven portfolios. The
financial statements herein present those of the HGK Fixed Income Fund (the
"Fund"). The financial statements of the remaining portfolios are presented
separately. The assets of each portfolio are segregated, and a Shareholder's
interest is limited to the portfolio in which shares are held.

2. Significant Accounting Policies:

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

Security Valuation -- Debt obligations exceeding sixty days to maturity for
which market quotations are readily available are valued at the most recent
quoted bid price. Debt obligations with sixty days or less remaining until
maturity may be valued at their amortized cost, which approximates market
value.

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

Security Transactions and Related Income -- Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Interest Income is recognized on the accrual basis. Cost used in
determining realized gains and losses on the sales of investment securities
are those of the specific securities sold during the respective holding
period. Purchase discounts and premiums on securities held by the Fund are
accreted and amortized to maturity using the scientific interest method,
which approximates the effective interest method.

Net Asset Value Per Share -- The net asset value per share of the Fund is
calculated on each business day, by dividing the total value of assets,
less liabilities, by the number of shares outstanding.

Other -- Expenses that are directly related to the Fund are charged to the
Fund. Other operating expenses of the Trust are prorated to the Fund on the
basis of relative daily net assets.

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

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

3. Organization Costs and Transactions with Affiliates:

The Fund incurred organization costs of approximately $13,000. These costs have
been capitalized by the fund and are being amortized over sixty months
commencing with operations. In the event of the initial shares of the fund
redeemed by any holder thereof during the period that the fund is amortizing
its organizational costs the redemption proceeds payable to the holder thereof
by the fund will be reduced by the unamortized organizational costs in the same
ratio as the number of initial shares being redeemed bears to the number of
initial shares outstanding at the time of redemption. These costs include legal
fees of approximately $11,000 for organizational work performed by a law firm
of which an officer of the fund is a partner.

4. Administration, Shareholder Servicing and Distribution Agreements:

The Trust and the Administrator are parties to an Administration Agreement,
under which the
<PAGE>

NOTES TO FINANCIAL STATEMENTS (concluded) THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

Administrator provides management and administrative services for an annual fee
equal to the higher of $75,000 or .20% of the Fund's average daily net assets.

DST Systems Inc., 811 Main Street, Kansas City, Missouri 64105 (the "Transfer
Agent") serves as the transfer agent and dividend disbursing agent for the Fund
under a transfer agency agreement with the Fund.

The Trust and Distributor are parties to a Distribution Agreement. The
Distributor receives no fees for its distribution services under this
agreement.

5. Investment Advisory and Custodian Agreements:

The Trust and HGK Asset Management, Inc. (the "Advisor") are parties to an
Investment Advisory Agreement under which the Advisor receives an annual fee
equal to .50% of the Fund's average daily net assets. The Advisor has
voluntarily agreed to waive all or a portion of its fees in order to limit
operating expenses to not more than 1.00% of the average daily net assets of
the Fund. Fee waivers are voluntary and may be terminated at any time.

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

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the period ended October 31, 1995 are as follows:

<TABLE>
<CAPTION>
HGK FIXED INCOME
FUND (000)
----------------
<S> <C>
Purchases
Government.................................................... $10,129
Other......................................................... 20,751
Sales
Government.................................................... $ 6,385
Other......................................................... 15,862
</TABLE>

<TABLE>
<CAPTION>
HGK FIXED INCOME
FUND (000)
----------------
<S> <C>
Aggregate gross unrealized appreciation........................ $312
Aggregate gross unrealized depreciation........................ (61)
----
Net unrealized appreciation.................................... $251
====
</TABLE>
<PAGE>

THE ADVISORS' INNER CIRCLE FUND
Investment Adviser:
OAK ASSOCIATES, LTD.

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 (each,
a "Portfolio"), each of which is a separate series of the Fund.

WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND

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 February 28, 1996 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.

February 28, 1996
<PAGE>

SUMMARY

The following summary provides basic information about the White Oak Growth
Stock Fund ("White Oak Portfolio") and Pin Oak Aggressive Stock Fund ("Pin Oak
Portfolio"). The White Oak Portfolio and the Pin Oak Portfolio are sometimes
referred to individually as a "Portfolio" and collectively as the "Portfolios."
The Portfolios are two of the mutual funds comprising The Advisors' Inner Circle
Fund (the "Fund"). This summary is qualified in its entirety by reference to
the more detailed information provided elsewhere in this Prospectus and in the
Statement of Additional Information.

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES? Each Portfolio seeks long-term
capital growth by investing primarily in common stocks of companies that, in the
Adviser's opinion, have strong earnings potential and reasonable market
valuations relative to the market as a whole and common stocks of companies in
the same respective industry classifications. The White Oak Portfolio invests
primarily in established companies with large market capitalization (in excess
of $1 billion). The Pin Oak Portfolio invests primarily in companies with small
to medium market capitalization; such companies may be positioned in emerging
growth industries. There is no assurance that either Portfolio will achieve its
investment objective.

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIOS? The
investment policies of each Portfolio entail certain risks and considerations of
which an investor should be aware. Each Portfolio invests in securities that
fluctuate in value, and investors should expect each Portfolio's net asset value
per share to fluctuate in value. The share value of the Pin Oak Portfolio may
experience greater volatility than the share value of the White Oak Portfolio
because it invests in less established, smaller capitalization companies.

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

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

WHO IS THE ADMINISTRATOR? SEI Financial Management Corporation 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 Portfolios. See "The Transfer Agent."
<PAGE>

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 each Portfolio are offered on a no-load
basis.

IS THERE A MINIMUM INVESTMENT? Each Portfolio has a minimum initial investment
of $2,000, and requires subsequent purchases to be at least $500. The
Distributor may waive these minimums at its discretion.

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

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

3
<PAGE>

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
- --------------------------------------------------------------------------------
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees (1) None
Exchange Fees None
- --------------------------------------------------------------------------------
(1) A wire redemption charge of $10.00 is deducted from the amount of a Federal
Reserve wire redemption payment made at the request of a shareholder.

ANNUAL OPERATING EXPENSES
<TABLE>
<CAPTION>

(as a percentage of average net assets) WHITE OAK PIN OAK AGGRESSIVE
GROWTH STOCK FUND STOCK FUND
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Advisory Fees (after fee waivers) (2) .06% .30%
12b-1 Fees None None
Other Expenses .94% .70%
- ----------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers
and reimbursements) (2) 1.00% 1.00%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(2) The Adviser has, on a voluntary basis, waived a portion of its fee and/or
agreed to reimburse certain expenses for each Portfolio, and the fees shown
reflect these voluntary waivers and reimbursements. The Adviser reserves
the right to terminate its waivers and/or reimbursements at any time in its
sole discretion. Absent such waivers and reimbursements, the annual
advisory fees for the White Oak Growth Stock Fund and the Pin Oak
Aggressive Stock Fund would be .74% and .74%, respectively, "Other
Expenses" would be .94% and .70%, respectively, and annual total operating
expenses would be 1.68% and 1.44%, respectively, of average daily net
assets. See "The Adviser."
<TABLE>
<CAPTION>

EXAMPLE
- ----------------------------------------------------------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor in a Portfolio would
pay the following expenses
on a $1,000 investment assuming (1)
5% annual return and (2) redemption
at the end of each time period.
White Oak Growth Stock Fund $10 $32 $55 $122
Pin Oak Aggressive Stock Fund $10 $32 $55 $122

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE IS BASED UPON ESTIMATED TOTAL OPERATING EXPENSES OF A PORTFOLIO
AFTER FEE WAIVERS AND EXPENSE REIMBURSEMENTS. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN. The purpose of this table is to assist the
investor in understanding the various costs and expenses that may be directly or
indirectly borne by investors in a Portfolio. Additional information may be
found under "The Adviser" and "The Administrator."

4
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

For a Share Outstanding Throughout the Period
WHITE OAK
GROWTH STOCK FUND
- ----------------------------------------------------------------------------------------------------------------------------------
11/01/94 11/01/93 11/01/92 08/03/92(1)
TO TO TO TO
10/31/95 10/31/94 10/31/93 10/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD $ 11.92 $ 10.64 $ 10.33 $ 10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income (Loss)................. 0.04 0.02 0.05 0.02
Net Realized and Unrealized Gain
(Loss) on Investments..................... 6.15 1.28 0.32 0.33
- ----------------------------------------------------------------------------------------------------------------------------------
Total From Investment Operations.......... 6.19 1.30 0.37 0.35
- ----------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment Income..... (0.03) (0.02) (0.06) (0.02)
Dividends From Capital Gains................. -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions....................... (0.03) (0.02) (0.06) (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................. $ 18.08 $ 11.92 $ 10.64 $ 10.33
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN................................... 52.07% 12.24% 3.59% 14.30%*
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)................ $ 10,495 $ 5,942 $ 5,539 $ 3,195
Ratios Of Expenses To Average Net Assets....... 0.97% 0.97% 0.97% 1.00%*
Ratio Of Expenses To Average Net Assets
(Excluding Waivers and Reimbursements)....... 2.06% 2.24% 2.71% 4.78%*
Ratio Of Net Income (Loss)
To Average Net Assets........................ 0.29% 0.19% 0.54% 0.74%*
Ratio Of Net Income (Loss) To Average
Net Assets (Excluding Waivers and
Reimbursement)............................... (0.80)% (1.08)% (1.20)% (3.04)%*
Portfolio Turnover Rate........................ 22.43% 37.42% 27.48% 0.00%
==================================================================================================================================
* Annualized
</TABLE>
(1) The White Oak Growth Stock Fund commenced operations on August 3, 1992.

5
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>

PIN OAK
AGGRESSIVE STOCK FUND
11/01/94 11/01/93 11/01/92 08/03/92(1)
TO TO TO TO
10/31/95 10/31/94 10/31/93 10/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD 11.60 $ 12.62 $ 10.28 $ 10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income (Loss)..................... (0.08) (0.06) (0.05) --
Net Realized and Unrealized Gain (Loss) on
Investments..................................... 5.80 (0.96) 2.39 0.28
- ----------------------------------------------------------------------------------------------------------------------------------
Total From Investment Operations............... 5.72 (1.02) 2.34 0.28
- ----------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment Income......... -- -- -- --
Distributions From Capital Gains................. -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions............................ -- 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD.................... $ 17.32 $ 11.60 $ 12.62 $ 10.28
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN...................................... 49.31% (8.08)% 22.76% 11.57%*
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)................... $ 15,652 $ 9,624 $ 9,079 $ 4,127
Ratio Of Expenses To Average Net Assets........... 0.98% 0.96% 0.98% 1.00%*
Ratio Of Expenses To Average Net Assets
(Excluding Waivers and Reimbursements)........... 1.65% 1.74% 2.07% 4.06%*
Ratio Of Net Investment Income To
Average Net Assets............................... (0.70)% (0.62)% (0.48)% 0.03%*
Ratio Of Net Income (Loss) To Average Net Assets
(Excluding Fee Waivers and Reimbursements)....... (1.37)% (1.40)% (1.57)% (3.03)%*
Portfolio Turnover Rate........................... 49.28% 48.88% 68.32% 4.00%
==================================================================================================================================
</TABLE>
* Annualized

(1) The Pin Oak Aggressive Stock Fund commenced operations on August 3, 1992.

6
<PAGE>

THE FUND AND THE PORTFOLIOS

The Advisors' Inner Circle Fund (the "Fund") offers shares of a number of
diversified mutual funds, each of which is a separate series ("portfolio") of
the Fund. Each share of each mutual fund represents an undivided, proportionate
interest in that mutual fund. This Prospectus offers shares of the Fund's White
Oak Growth Stock Fund ("White Oak Portfolio") and Pin Oak Aggressive Stock Fund
("Pin Oak Portfolio") (the White Oak Portfolio and the Pin Oak Portfolio are
sometimes referred to individually as a "Portfolio" and collectively as 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

WHITE OAK PORTFOLIO

The White Oak Portfolio seeks long-term capital growth. There can be no
assurance that the Portfolio will be able to achieve this investment objective.

The White Oak Portfolio will normally be as fully invested as practicable in
common stocks, but also may invest in warrants and rights to purchase common
stocks, debt securities and preferred stocks convertible into common stocks, and
American Depositary Receipts ("ADRs"). Under normal market conditions, the
White Oak Portfolio will invest at least 65% of its total assets in common
stocks. The Portfolio will purchase securities primarily of established
companies with large market capitalizations (an equity market capitalization in
excess of $1 billion). The Portfolio may also purchase securities of smaller
established companies if its investment adviser, Oak Associates, Ltd. (the
"Adviser"), believes that such securities offer comparable investment
opportunities.

PIN OAK PORTFOLIO

The Pin Oak Portfolio seeks long-term growth of capital. There can be no
assurance that the Portfolio will be able to achieve this investment objective.

The Pin Oak Portfolio will normally be as fully invested as practicable in
common stocks, but may also invest in warrants and rights to purchase common
stocks, debt securities and preferred stocks convertible into common stocks, and
ADRs. Under normal market conditions, the Pin Oak Portfolio will invest at
least 65% of its total assets in common stocks. The Portfolio will purchase
securities primarily of companies with small to medium market capitalizations
(an equity market capitalization between $100 million and $1 billion); these
companies may be positioned in emerging growth industries. The Pin Oak
Portfolio may purchase the securities of larger companies if the Adviser
believes that they offer comparable investment opportunities or will stabilize
the Portfolio's net asset value.

7
<PAGE>

IN GENERAL

Each Portfolio will purchase securities that the Adviser believes have strong
earnings potential and reasonable market valuations relative to the market as a
whole and common stocks of companies in the same respective industry
classifications. Each Portfolio will purchase only those securities that are
traded in the United States on registered exchanges or the over-the-counter
market.

Each Portfolio may invest in debt securities rates AAA by Standard & Poor's
Corporation ("S&P"). Debt rated AAA has the highest rating S&P assigns to a
debt obligation. Such a rating indicates an extremely strong capacity to pay
principal and interest.

Under normal conditions, each Portfolio may hold up to 15% of its total assets
in cash and investments in the money market instruments described below in order
to maintain liquidity or if the Adviser determines that securities meeting the
Portfolio's investment objective and policies are not otherwise readily
available for purchase.

The Adviser will enter into repurchase agreements on behalf of a Portfolio only
with financial institutions deemed to present minimal risk of bankruptcy during
the term of the agreement based on guidelines established and periodically
reviewed by the Trustees.

A Portfolio will not invest more than 15% of its assets in time deposits and
other illiquid securities.

For temporary defensive purposes during periods when the Adviser determines that
conditions warrant, each Portfolio may invest up to 100% of its assets in money
market instruments (including securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; certificates of deposit, time
deposits and bankers' acceptances issued by banks or savings & loan associations
having net assets of at least $500 million as of the end of their most recent
fiscal year; commercial paper rated at least A-1 by S&P or Prime-1 by Moody's
Investors Service, Inc.; repurchase agreements involving the foregoing
securities; and, to the extent permitted by applicable law, shares of other
investment companies investing solely in money market instruments) and in cash.

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

RISK FACTORS

8
<PAGE>

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

The Pin Oak Portfolio will invest primarily in securities of issuers with small
to medium market capitalizations. Investing in smaller capitalization companies
involves greater risk than is customarily associated with investments in larger,
more established companies. This increased risk may be due to the greater
business risks of smaller size, limited markets and financial resources, narrow
product lines and frequent lack of depth of management. The securities of
smaller companies are often traded in the over-the-counter market and even if
listed on a national securities exchange may not be traded in volumes typical
for that exchange. Consequently, the securities of smaller companies are less
likely to be liquid, may have limited market stability, and may be subject to
more abrupt or erratic market movements than securities of larger, more
established growth companies or the market averages in general. As a result, the
value of the shares of the Pin Oak Portfolio can be expected to fluctuate more
than the value of shares of an investment company investing solely in larger,
more established companies.

SECURITIES OF FOREIGN ISSUERS - Investments in the securities of foreign issuers
may subject a Portfolio to investment risks that differ in some respects from
those related to investments in securities of U.S. issuers. Such risks include
future adverse political and economic developments, possible imposition of
withholding taxes on income, possible seizure, nationalization or expropriation
of foreign deposits, possible establishment of exchange controls or taxation at
the source or greater fluctuation in value due to changes in exchange rates.
Foreign issuers of securities often engage in business practices different from
those of domestic issuers of similar securities, and there may be less
information publicly available about foreign issuers. In addition, foreign
issuers are, generally speaking, subject to less government supervision and
regulation and different accounting treatment than are those in the United
States.

9
<PAGE>

INVESTMENT LIMITATIONS

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

No Portfolio may:

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

2. Purchase any securities which would cause 25% or more of the total assets of
a Portfolio to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and repurchase agreements
involving such securities. For purposes of this limitation, (i) utility
companies will be divided according to their services, for example, gas
distribution, gas transmission, electric and telephone will each be considered a
separate industry, and (ii) financial service companies will be classified
according to the end users of their services, for example, automobile finance,
bank finance and diversified finance will each be considered a separate
industry.

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

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

THE ADVISER

Oak Associates, Ltd. is a professional investment management firm and registered
investment adviser founded in April 1985. James D. Oelschlager is the sole
proprietor of the Adviser. As of October 31, 1995, the Adviser had
discretionary management authority with respect to approximately $2.9 billion of
assets, of which approximately $2.6 billion was invested in equity securities.
The principal business address of the Adviser is 3875 Embassy Parkway, Suite
250, Akron, Ohio 44333.

The Adviser serves as the investment adviser for each Portfolio under an
investment advisory agreement (the "Advisory Agreement"). Under the Advisory
Agreement, the Adviser makes the investment decisions for the assets of the
Portfolios and continuously reviews, supervises and administers the investment
program of each Portfolio, subject

10
<PAGE>

to the supervision of, and policies established by, the Trustees of the Fund. In
addition to advising the Portfolios, the Adviser provides advisory services to
pension plans, religious and educational endowments, corporations, 401(k) plans,
profit sharing plans, individual investors and trusts and estates.

For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .74% of the average daily net assets of
the White Oak Portfolio and .74% of the average daily net assets of the Pin Oak
Portfolio, respectively. The Adviser has voluntarily agreed to waive all or a
portion of its fee for each Portfolio and to reimburse expenses of each
Portfolio in order to limit total operating expenses of that Portfolio to an
annual rate of not more than 1.00% of average daily net assets. The Adviser
reserves the right, in its sole discretion, to terminate its voluntary fee
waivers and reimbursements at any time. For the fiscal year ended October 31,
1995, the Adviser received Advisory fees of .00% and .07%, respectively, of the
White Oak and Pin Oak Portfolios' average daily net assets, and the Adviser
waived all fees and reimbursed expenses for the White Oak Portfolio equal to
.35% of that Portfolio's average daily net assets.

James D. Oelschlager, President of the Adviser since 1985, has managed the
portfolios of the White Oak Portfolio and the Pin Oak Portfolio since their
inception, with both Donna Barton and Doug MacKay serving as assistant portfolio
managers during this period. Ms. Barton has been a trader for the Adviser since
1985. Mr. MacKay has been a research analyst for the Adviser since 1990; prior
to 1990, Mr. MacKay was a credit analyst for the Pittsburgh National Bank.

THE ADMINISTRATOR

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

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

11
<PAGE>

THE TRANSFER AGENT

DST Systems, Inc., 210 W. 10th Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Fund under a transfer agency agreement with the Fund.

THE DISTRIBUTOR

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

PORTFOLIO TRANSACTIONS

Each Portfolio may execute brokerage or other agency transactions through the
Distributor for which the Distributor may receive usual and customary
compensation. Because shares of the Portfolios are not marketed through
intermediary broker-dealers, it is not a Portfolio's practice to allocate
brokerage or effect principal transactions with broker-dealers on the basis of
sales of shares that may be made through such firms. However, the Adviser may
place orders for a Portfolio with qualified broker-dealers who refer clients to
that Portfolio.

PURCHASE AND REDEMPTION OF SHARES

Investors may purchase and redeem shares of either Portfolio directly through
the Transfer Agent, P.O. Box 419009, Kansas City, Missouri 64141-6009 by mail or
wire transfer. All shareholders may place wire transfer orders, and exchange
and redemption 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 each Portfolio may be made on any Business Day. Shares of the
Portfolios are offered only to residents of states in which such shares are
eligible for purchase. Certain broker-dealers assist their clients in the
purchase or redemptions of shares from the Distributor and charge a fee for this
service in addition to a Portfolio's public offering price.

The minimum initial investment in the Portfolio is $2,000, and subsequent
purchases must be at least $500. The Distributor may waive these minimums at
its discretion. No minimum applies to subsequent purchases effected by dividend
reinvestment. As

12
<PAGE>

described below, subsequent purchases through the Portfolios' Systematic
Investment Plan must be at least $100.

PURCHASES BY MAIL

PURCHASES BY WIRE TRANSFER

Shareholders having an account with a commercial bank that is a member of the
Federal Reserve System may purchase shares of either Portfolio by requesting
their bank to transmit funds by wire to: United Missouri Bank of Kansas, N.A.;
ABA #10-10-00695; for Account Number 98-7052-396-5; Further Credit: either White
Oak Growth Stock Fund or Pin Oak Aggressive Stock Fund. The shareholder's name
and account number must be specified in the 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 shares of a Portfolio calculated to three decimal places. The Fund
will not issue certificates representing shares of the Portfolio.

13
<PAGE>

SYSTEMATIC INVESTMENT PLAN - A shareholder may also arrange for periodic
additional investments in the Portfolios through automatic deductions by
Automated Clearing House ("ACH") transfers from a checking or savings account by
completing the appropriate section of the Account Application form. This
Systematic Investment Plan is subject to account minimum initial purchase
amounts and a minimum pre-authorized investment amount of $100 per month. An
Account Application form may be obtained by calling 1-800-932-7781.

EXCHANGES

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

REDEMPTIONS

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

14
<PAGE>

SYSTEMATIC WITHDRAWAL PLAN - Each Portfolio offers a Systematic Withdrawal Plan
("SWP") for shareholders who wish to receive regular distributions from their
account. Upon commencement of the SWP, the account must have a current value of
$25,000 or more. Shareholders may elect to receive automatic payments via ACH
wire transfers of $100 or more on a monthly, quarterly, semi-annual or annual
basis. An application form for SWP may be obtained by calling
1-800-932-7781.

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

The net asset value per share of each Portfolio is determined by dividing the
total market value of that Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of that Portfolio. Net asset value
per share is determined daily as of the close of business of the New York Stock
Exchange (normally, 4:00 p.m., Eastern time) on any Business Day.

PERFORMANCE

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

15
<PAGE>

period from which the Portfolio commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period and assuming the reinvestment of all dividend and capital gain
distributions.

A Portfolio may periodically compare its performance to that of other mutual
funds tracked by mutual fund rating services (such as Lipper Analytical
Services, Inc.), or by financial and business publications and periodicals, of
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. A
Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A Portfolio may quote Ibbotson Associates
of Chicago, Illinois, which provides historical returns of the capital markets
in the U.S. The Portfolio may use long term performance of these capital
markets to demonstrate general long-term risk versus reward scenarios and could
include the value of a hypothetical investment in any of the capital markets.
The Portfolio may also quote financial and business publications and periodicals
as they relate to fund management, investment philosophy, and investment
techniques.

Additional performance information regarding each Portfolio is set forth in the
1995 Annual Report to Shareholders, available on request and without charge by
calling 1-800-932-7781.

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 a Portfolio or its shareholders.
Accordingly, shareholders are urged to consult their tax advisors regarding
specific questions as to federal, state and local income taxes.

16
<PAGE>

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 or to continue to qualify for the special tax treatment afforded
regulated investment companies as defined under Subchapter M of the Internal
Revenue Code of 1986, as amended. So long as 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. It can be expected that only certain dividends
of each Portfolio will qualify for that deduction. Any net capital gains will
be distributed annually and will be taxed to shareholders as long-term capital
gains, regardless of how long the shareholder has held shares. Each Portfolio
will make annual reports to shareholders of the federal income tax status of all
distributions, including the amount of dividends eligible for the dividends-
received deduction.

Certain securities purchased by a Portfolio (such as STRIPS) are sold with
original issue discount and thus do not make periodic cash interest payments.
For a further description of such securities, see "Description of Permitted
Investments and Risk Factors" below. Each Portfolio will be required to include
as part of its current income the accrued discount on such obligations even
though the Portfolio has not received any interest payments on such obligations
during that period. Because each Portfolio distributes all of its net
investment income to its shareholders, a Portfolio may have to sell portfolio
securities to distribute such accrued income, which may occur at a time when
the Adviser would not have chosen to sell such securities and which may result
in a taxable gain or loss.

Income received on direct U.S. obligations is exempt from income tax at the
state level when received directly and may be exempt, depending on the state,
when received by a shareholder from a Portfolio 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 a Portfolio is considered tax exempt in
their particular state.

17
<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 investment management company that offers shares of
diversified portfolios, was organized under Massachusetts law as a business
trust under a Declaration of Trust dated July 18, 1991. The Declaration of
Trust permits the Fund to offer separate series ("portfolios") of shares. All
consideration received by the Fund for shares of any portfolio and all assets of
such portfolio belong to that portfolio and would be subject to liabilities
related thereto. The Fund reserves the right to create and issue shares of
additional portfolios.

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

TRUSTEES OF THE FUND

18
<PAGE>

VOTING RIGHTS

REPORTING

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

SHAREHOLDER INQUIRIES

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

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income (exclusive of capital gain) of
each Portfolio is distributed in the form of quarterly dividends. Shareholders
of record on the next to last Business Day of each quarter will be entitled to
receive the quarterly dividend distribution, which is generally paid within 10
Business Days after the end of the quarter. If any capital gain is realized,
substantially all of it will be distributed at least annually.

19
<PAGE>

gains, a shareholder will pay the full price for the shares and receive some
portion of the price back as a taxable dividend or distribution.

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 the custodian (the "Custodian") of the Fund. The
Custodian holds cash, securities and other assets of the Fund as required by the
Investment Company Act of 1940, as amended (the "1940 Act").

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following is a description of certain of the permitted investments for each
Portfolio:

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

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

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

20
<PAGE>

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

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

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

21
<PAGE>

U.S. GOVERNMENT DIRECT OBLIGATIONS - U.S. Treasury obligations consist of bills,
notes and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through the
federal book-entry system known as Separately Traded Registered Interest and
Principal Securities ("STRIPS").

22
<PAGE>

TABLE OF CONTENTS

SUMMARY................................................................. 2
EXPENSE SUMMARY......................................................... 4
FINANCIAL HIGHLIGHTS.................................................... 5
THE FUND AND THE PORTFOLIOS............................................. 7
INVESTMENT OBJECTIVES AND POLICIES...................................... 7
RISK FACTORS............................................................ 8
INVESTMENT LIMITATIONS.................................................. 9
THE ADVISER............................................................. 10
THE ADMINISTRATOR....................................................... 11
THE TRANSFER AGENT...................................................... 11
THE DISTRIBUTOR......................................................... 12
PORTFOLIO TRANSACTIONS.................................................. 12
PURCHASE AND REDEMPTION OF SHARES....................................... 12
PERFORMANCE............................................................. 15
TAXES................................................................... 16
GENERAL INFORMATION..................................................... 18
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS................... 20

<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIOS:
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND

ADVISER:
OAK ASSOCIATES, LTD.

DISTRIBUTOR:
SEI FINANCIAL SERVICES COMPANY

ADMINISTRATOR:
SEI FINANCIAL MANAGEMENT CORPORATION

LEGAL COUNSEL:
MORGAN, LEWIS & BOCKIUS LLP

INDEPENDENT PUBLIC ACCOUNTANTS:
ARTHUR ANDERSEN LLP

FEBRUARY 28, 1996

<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIOS:
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND

INVESTMENT ADVISER:
OAK ASSOCIATES LTD.

This Statement of Additional Information is not a prospectus and relates only to
the White Oak Growth Stock Fund (the "White Oak Portfolio") and Pin Oak
Aggressive Stock Fund (the "Pin Oak Portfolio")(each a "Portfolio" and
collectively, 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 February 28, 1996. The Prospectus for the
Portfolios may be obtained by calling 1-800-932-7781.

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE FUND............................... S - 3
DESCRIPTION OF PERMITTED INVESTMENTS... S - 3
INVESTMENT LIMITATIONS................. S - 4
THE ADVISER............................ S - 6
THE ADMINISTRATOR...................... S - 7
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 - 15
DESCRIPTION OF SHARES.................. S - 17
SHAREHOLDER LIABILITY.................. S - 17
LIMITATION OF TRUSTEES' LIABILITY...... S - 17
5% SHAREHOLDERS........................ S - 18
EXPERTS................................ S - 18
FINANCIAL STATEMENTS................... S - 18
APPENDIX............................... A - 1
</TABLE>

February 28, 1996

OAK-F-011-04
<PAGE>

THE FUND

This Statement of Additional Information relates only to the White Oak Growth
Stock Fund (the "White Oak Portfolio") and Pin Oak Aggressive Stock Fund (the
"Pin Oak Portfolio") (each a "Portfolio"). 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

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

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

S-2
<PAGE>

INVESTMENT COMPANY SHARES

It is the position of the staff of the Securities and Exchange Commission
("SEC") that certain non-governmental issuers of CMOs constitute investment
companies pursuant to the Investment Company Act of 1940, as amended (the "1940
Act"), and either (a) investments in such instruments are subject to the
limitations set forth above or (b) the issuers of such instruments have received
orders from the SEC exempting such instruments from the definition of investment
company.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of each Portfolio
that cannot be changed with respect to a Portfolio 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.

No Portfolio may:

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

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

S-3
<PAGE>

that such asset coverage shall at any time fall below 300%, the Portfolio
shall, within three days thereafter or such longer period as the SEC may
prescribe by rules and regulations, reduce the amount of its borrowings to
such an extent that the asset coverage of such borrowings shall be at least
300%. This borrowing provision is included solely for temporary liquidity
or emergency purposes. All borrowings in excess of 5% of a Portfolio's
total assets will be repaid before making investments and any interest paid
on such borrowings will reduce income.

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

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

10. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

S-4
<PAGE>

1/2 of 1% of such shares or securities together own more than 5% of such
shares or securities.

12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

NON-FUNDAMENTAL POLICIES

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

1. A Portfolio may not write or purchase puts, calls, options or combinations
thereof.

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

3. A Portfolio may invest in warrants valued at lower of cost or market value
not exceeding 5% of the Portfolio's net assets. Included in that amount,
but not to exceed 2% of a Portfolio's net assets may be warrants not listed
on the New York Stock Exchange or American Stock Exchange.

4. A Portfolio may not invest more than 10% of its total assets in the
securities of issuers which together with any predecessors have a record of
less than three years continuous operation.

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

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

THE ADVISER

The Fund and Oak Associates Ltd. (the "Adviser") have entered into an advisory
agreement (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

S-5
<PAGE>

performance of its duties or from reckless disregard of its obligations or
duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of a Portfolio (including amounts payable to the Adviser but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds limitations established by any state in which the shares of such
Portfolio are registered, the Adviser will bear the amount of such excess. The
Adviser will not be required to bear expenses of any Portfolio to an extent
which would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). For the fiscal years ended October 31, 1993, 1994 and
1995, the Adviser paid the following advisory fee:

=======================================================================================
Fees Paid Fees Waived Fees Reimbursed
--------------------------------------------------------------------------
Portfolio 1993 1994 1995 1993 1994 1995 1993 1994 1995
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
White Oak $ 0 $ 0 $ 0 $33,627 $42,884 $53,199 $45,480 $30,833 $25,326
- ---------------------------------------------------------------------------------------
Pin Oak $ 0 $ 0 $7,803 $51,626 $67,198 $77,724 $24,638 $ 3,304 $ 0
=======================================================================================
</TABLE>

The continuance of the Advisory Agreement as to any Portfolio after the first
two years must be specifically approved at least annually (i) by the vote of the
Trustees or by a vote of the shareholders of the Portfolio and (ii) by the vote
of a majority of the Trustees who are not parties to the Advisory Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval. The Advisory Agreement will
terminate automatically in the event of its assignment, and is terminable at any
time without penalty by the Trustees of the Fund or, with respect to any
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.

THE ADMINISTRATOR

S-6
<PAGE>

for successive periods of two years unless terminated by either party on not
less than 90 days' prior written notice to the other party. For the fiscal
periods ended October 31, 1995, 1994 and 1993, the Administrator received fees
of $50,001, $50,000, and $50,000 for the White Oak Portfolio and $50,001,
$50,000, and $50,000 for the Pin Oak Portfolio, respectively.

THE DISTRIBUTOR

S-7
<PAGE>

TRUSTEES AND OFFICERS OF THE FUND

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.

S-8
<PAGE>

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Ten Post Office Square South,
Boston, MA 02109. Retired since 1993. Formerly, Partner of Dechert Price &
Rhoads (law firm).

SANDRA K. ORLOW (DOB 10/18/53) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1983.

S-9
<PAGE>

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

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

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

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

<TABLE>
<CAPTION>
==========================================================================================================================
Total
Compensation
From Registrant
and Fund
Aggregate Compensation Pension or Complex* Paid to
From Registrant for the Retirement Benefits Estimated Trustees for the
Fiscal Year Ended Accrued as Part of Annual Benefits Fiscal Year Ended
Name of Person, Position October 31, 1995 Fund Expenses Upon Retirement October 31, 1995
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Cooney $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- --------------------------------------------------------------------------------------------------------------------------
Frank E. Morris $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- --------------------------------------------------------------------------------------------------------------------------
Robert Patterson $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- --------------------------------------------------------------------------------------------------------------------------
Eugene B. Peters $9,429.84 N/A N/A $9,429.84 for
services on 1
board
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

S-10
<PAGE>

<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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>

COMPUTATION OF YIELD AND TOTAL RETURN

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

For the 30-day period ended October 31, 1995, the Portfolios' yields were .23%
for the White Oak Portfolio and (.63%) for the Pin Oak Portfolio.

The total return of a Portfolio refers to the average annual 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.

For the fiscal year ended October 31, 1995 and for the period from August 3,
1992 (commencement of operations) through October 31, 1995, the total return for
the Portfolios was 52.07% and 20.46% for the White Oak Portfolio, and 49.31% and
18.45% for the Pin Oak Portfolio, respectively.

S-11
<PAGE>

PURCHASE AND REDEMPTION OF SHARES

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

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 trade quotations. However, the service may also use a
matrix system to determine valuations of certain securities, which system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities. 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 advisors with specific reference to their own tax situations, including
their state and local tax liabilities.

S-12
<PAGE>

FEDERAL INCOME TAX

In order to qualify for treatment as a RIC under the Code, each Portfolio must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
a 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) each
Portfolio must derive less than 30% of its gross income each taxable year from
the sale or other disposition of stocks or securities held for less than three
months; (iii) at the close of each quarter of each 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 each Portfolio's taxable
year, not more than 25% of the value of its assets may be invested in securities
(other than U.S. Government securities or the securities of other RICs) of any
one issuer or of two or more issuers which the Portfolio controls or which are
engaged in the same, similar or related trades or business.

Notwithstanding the Distribution Requirement described above, which requires
only that 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

S-13
<PAGE>

capital losses) for the one-year period ending on October 31 of that year, plus
certain other amounts.

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

STATE TAXES

PORTFOLIO TRANSACTIONS

The Adviser is authorized to select brokers and dealers to effect securities
transactions for each Portfolio. Each Portfolio will seek to obtain the most
favorable net results by taking into account various factors, including price,
commission, if any, size of the transactions and difficulty of executions, the
firm's general execution and operational facilities and the firm's risk in
positioning the securities involved. While the Adviser generally seeks
reasonably competitive spreads or commissions, a Portfolio will not necessarily
be paying the lowest spread or commission available. The Adviser seeks to
select brokers or dealers that offer a Portfolio best price and execution or
other services which are of benefit to the Portfolio.

The Adviser may, consistent with the interests of the Portfolio, select brokers
on the basis of the research services they provide to the Adviser. Such
services may include

S-14
<PAGE>

analyses of the business or prospects of a company, industry or economic sector,
or statistical and pricing services. Information so received by the Adviser will
be in addition to and not in lieu of the services required to be performed by
the Adviser under the Advisory Agreement. If, in the judgment of the Adviser, a
Portfolio or other accounts managed by the Adviser will be benefitted by
supplemental research services, the Adviser is authorized to pay brokerage
commissions to a broker furnishing such services which are in excess of
commissions which another broker may have charged for effecting the same
transaction. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing information on
economic factors and trends; assisting in determining portfolio strategy;
providing computer software used in security analyses; and providing portfolio
performance evaluation and technical market analyses. The expenses of the
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively with respect
to the Portfolio or account generating the brokerage, and there can be no
guarantee that the Adviser will find all of such services of value in advising
that Portfolio. For the fiscal years ended October 31, 1995 and 1994 the White
Oak Portfolio directed transactions amounting to $2,883,889 and $3,908,031.20 to
broker-dealers for research services, and paid commissions of $3,966 and $3,440
on those transactions. For the same periods, the Pin Oak Portfolio directed
transactions amounting to $5,849,271 and $10,222,636.85 to broker-dealers for
research services, and paid commissions of $6,075 and $4,194 on those
transactions.

It is expected that a Portfolio may execute brokerage or other agency
transactions through the Distributor, which is a registered broker-dealer, for a
commission in conformity with the 1940 Act, the Securities Exchange Act of 1934,
as amended, and rules promulgated by the SEC. Under these provisions, the
Distributor is permitted to receive and retain compensation for effecting
portfolio transactions for a Portfolio on an exchange if a written contract is
in effect between the Distributor and the Portfolio expressly permitting the
Distributor to receive and retain such compensation. These rules further
require that commissions paid to the Distributor by a Portfolio for exchange
transactions not exceed "usual and customary" brokerage commissions. The rules
define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." The Trustees,
including those who are not "interested persons" of the Fund, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically. For the fiscal years
ended October 31, 1995, 1994 and 1993, the White Oak Portfolio and the Pin Oak
Portfolio paid no brokerage commissions to the Distributor. Aggregate brokerage
commissions paid for the fiscal years ended October 31, 1995, 1994 and 1993

S-15
<PAGE>

were $3,966, $3,614, and $3,818, respectively, for the White Oak Portfolio and
$6,075, $4,824, and $10,450, respectively, for the Pin Oak Portfolio.

Because neither Portfolio markets its shares through intermediary brokers or
dealers, it is not either Portfolio's practice to allocate brokerage or
principal business on the basis of sales of its shares which may be made through
such firms. However, the Adviser may place portfolio orders with qualified
broker-dealers who recommend a Portfolio's shares to clients, and may, when a
number of brokers and dealers can provide best net results on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.

For the fiscal years ended October 31, 1994 and 1995, the portfolio turnover
rate for each of the Portfolios was as follows:

<TABLE>
<CAPTION>
================================================================================
TURNOVER RATE
---------------------------------------
PORTFOLIO 1994 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
White Oak Portfolio 37.42% 22.43%
- --------------------------------------------------------------------------------
Pin Oak Portfolio 48.88% 49.28%
================================================================================
</TABLE>

DESCRIPTION OF SHARES

SHAREHOLDER LIABILITY

S-16
<PAGE>

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

5% SHAREHOLDERS

As of February 5, 1996, the following persons were the only persons who were
record owners (or to the knowledge of the Fund, beneficial owners) of 5% or more
of the shares of the Portfolios.

WHITE OAK GROWTH STOCK FUND.

Shareholder Number of Shares %
<S> <C> <C>

Revest & Company 44,851.836 6.56%
c/o First Merit Trust
121 S. Main Street, Suite 200
Akron, OH 44308
</TABLE>

PIN OAK AGGRESSIVE STOCK FUND.

<TABLE>
Shareholder Number of Shares %
<S> <C> <C>

Revest & Company 65,012.525 6.52%
c/o First Merit Trust
121 S. Main Street, Suite 200
Akron, OH 44308
</TABLE>

S-17
<PAGE>

The Fund believes that most of the shares referred to above were held by the
above persons in accounts for their fiduciary, agency or custodial customers.

EXPERTS

FINANCIAL STATEMENTS

S-18
<PAGE>

APPENDIX

DESCRIPTION OF CORPORATE BOND RATINGS

The following descriptions of corporate bond ratings have been published by
Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
("Moody's"), respectively.

The rating CI is reserved for income bonds on which no interest is being paid.

Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

A-1
<PAGE>

greater amplitude or there may be other elements present which make the long-
term risk appear somewhat larger than in Aaa securities.

Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
S&P and Moody's, respectively.

A-2
<PAGE>

"extremely strong safety characteristics." Those rated A-1 reflect a
"strong" degree of safety regarding timely payment.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.

A-3
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Trustees of Pin Oak Aggressive Stock Fund and White Oak
Growth Stock Fund of The Advisors' Inner Circle Fund:

We have audited the accompanying statements of net assets of Pin Oak Aggressive
Stock Fund and White Oak Growth Stock Fund (two of the funds constituting The
Advisors' Inner Circle Fund) as of October 31, 1995, and the related statements
of operations, changes in net assets and financial highlights for the periods
presented. These financial statements and financial highlights are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Pin
Oak Aggressive Stock Fund and White Oak Growth Stock Fund of The Advisors'
Inner Circle Fund as of October 31, 1995, the results of their operations,
changes in their net assets, and financial highlights for the periods
presented, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
December 5, 1995
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

<TABLE>
<CAPTION>
Market
PIN OAK AGGRESSIVE Value
STOCK FUND Shares (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK 93.7%
CELLULAR 2.7%
Mobile Telecommunication Technology* 15,000 $ 426
-------
COMPUTER COMMUNICATIONS EQUIPMENT 27.2%
3COM* 34,000 1,598
Bay Networks* 15,400 1,020
Cisco Systems* 21,200 1,643
-------
4,261
-------
COMPUTER SERVICES 0.3%
ARI Network Services* 25,000 47
-------
COMPUTER-AIDED DESIGN SOFTWARE 11.6%
Parametric Technology* 16,000 1,070
Synopsys* 20,000 750
-------
1,820
-------
COMPUTERS-HARDWARE 8.7%
Avid Technology* 17,000 744
Sun Microsystems* 8,000 624
-------
1,368
-------
FINANCIAL SERVICES 4.1%
Medaphia* 20,000 635
-------
HOSPITAL SUPPLY & MANAGEMENT 4.6%
Express Scripts, Cl A* 19,000 722
-------
PHARMACEUTICALS 2.2%
Forest Labs* 8,300 343
-------
PREPACKAGED SOFTWARE 7.9%
Adobe Systems 14,000 798
Xcellenet* 25,500 440
-------
1,238
-------
SEMI-CONDUCTORS/ELECTRONICS 15.1%
Atmel* 28,000 875
Linear Technology 17,600 770
Maxim Integrated Product* 9,500 710
-------
2,355
-------
<CAPTION>
Shares/
Face Market
Amount Value
(000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
TELECOMMUNICATIONS EQUIPMENT 9.3%
Aspect Telecommunications* 20,500 $ 704
DSC Communications* 16,000 592
Ortel* 15,000 154
-------
1,450
-------
TOTAL COMMON STOCK
(Cost $8,168,329)
14,665
-------
MONEY MARKET 5.0%
SEI Daily Income Trust Money Market Fund 5.680%, 406 406
SEI Daily Income Trust Prime Money Market
Fund 5.650%, 385 385
-------
TOTAL MONEY MARKET
(Cost $790,772) 791
-------
TOTAL INVESTMENTS 98.7%
(Cost $8,959,101) 15,456
-------
OTHER ASSETS AND LIABILITIES 1.3%
Receivables for Securities Sold 336
Payables for Securities Purchased (247)
Other Assets and Liabilities, Net 107
-------
TOTAL OTHER ASSETS AND LIABILITIES 196
-------
NET ASSETS:
Portfolio shares (unlimited authorization--no
par value)
based on 903,492 outstanding shares of beneficial
interest 9,967
Accumulated net realized loss on investments (812)
Net unrealized appreciation on investments 6,497
-------
TOTAL NET ASSETS: 100.0% $15,652
=======
Net Asset Value, Offering Price and Redemption Price Per
Share $ 17.32
=======
</TABLE>
* Non-Income producing security.

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

<TABLE>
<CAPTION>
Market
WHITE OAK GROWTH Value
STOCK FUND Shares (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK 92.4%
BANKS 12.9%
Bankers Trust New York 4,200 $ 268
Citicorp 8,000 519
Nationsbank 5,600 368
Synovus Financial 8,000 201
------
1,356
CELLULAR 0.5%
Nextel Communications, Cl A* 4,000 56
------
COMPUTER COMMUNICATIONS
EQUIPMENT 20.0%
3COM* 10,000 470
Bay Networks* 8,600 570
Cisco Systems* 13,600 1,054
------
2,094
------
COMPUTER-AIDED DESIGN SOFTWARE 3.8%
Parametric Technology* 6,000 401
------
COMPUTERS-HARDWARE 9.7%
Compaq Computer* 8,500 474
Sun Microsystems* 7,000 546
------
1,020
------
CONGLOMERATES 3.2%
General Electric 5,300 335
------
FINANCIAL SERVICES 4.1%
First Data 6,502 430
------
HOSPITAL SUPPLY & MANAGEMENT 3.0%
Columbia HCA Healthcare 6,500 319
------
INSURANCE 3.6%
American International Group 4,425 373
------
PHARMACEUTICALS 6.8%
American Home Products 4,000 355
Merck 6,300 362
------
717
------
PREPACKAGED SOFTWARE 7.8%
Microsoft* 8,200 820
------
RETAIL 2.3%
Home Depot 6,500 242
------
<CAPTION>
Shares/
Face Market
Amount Value
(000) (000)
- -----------------------------------------------------------------------------
<S> <C> <C>
SEMI-CONDUCTORS/ELECTRONICS 14.7%
Intel 9,400 $ 658
Linear Technology 9,000 394
Motorola 7,400 485
-------
1,537
-------
TOTAL COMMON STOCK
(Cost $5,514,046) 9,700
-------
MONEY MARKET 6.7%
SEI Daily Income Trust Money Market Fund 5.680%, $436 436
SEI Daily Income Trust Prime Money Market
Fund 5.650%, 268 268
-------
TOTAL MONEY MARKET
(Cost $704,286) 704
-------
TOTAL INVESTMENTS 99.1%
(Cost $6,218,332) 10,404
-------
OTHER ASSETS AND LIABILITIES 0.9%
Other Assets and Liabilities, Net 91
-------
NET ASSETS:
Portfolio shares (unlimited authorization--no par
value) based on 580,547 outstanding shares of
beneficial interest 6,471
Undistributed net investment income 2
Accumulated net realized loss on investments (164)
Net unrealized appreciation on investments 4,186
-------
TOTAL NET ASSETS: 100.0% $10,495
=======
Net Asset Value, Offering Price and Redemption
Price Per Share $ 18.08
=======
</TABLE>

* Non-income producing security.

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF OPERATIONS THE ADVISORS' INNER CIRCLE FUND

For the Year Ended October 31, 1995
<TABLE>
<CAPTION>
PIN OAK WHITE OAK
AGGRESSIVE STOCK GROWTH STOCK
FUND FUND
---------------- ------------
11/01/94 11/01/94
TO 10/31/95 TO 10/31/95
(000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Investment Income:
Dividend Income................................. $ 11 $ 71
Interest Income................................. 22 19
- --------------------------------------------------------------------------------
Total Investment Income........................ 33 90
- --------------------------------------------------------------------------------
Expenses:
Administrator Fees.............................. 50 50
Investment Advisory Fees........................ 86 53
Investment Advisory Fee Waiver.................. (78) (53)
Contribution by Adviser......................... -- (26)
Custodian Fees.................................. 2 2
Transfer Agent Fees............................. 26 20
Professional Fees............................... 14 13
Trustee Fees.................................... 2 2
Registration Fees............................... 4 3
Printing Fees................................... 3 1
Insurance and Other Fees........................ 1 1
Amortization of Deferred Organizational Costs... 3 3
- --------------------------------------------------------------------------------
Total Expenses................................. 113 69
- --------------------------------------------------------------------------------
Net Investment Income (Loss)................... (80) 21
- --------------------------------------------------------------------------------
Net Realized Gain (Loss) from Securities Sold... (352) 298
Net Unrealized Appreciation of Investment
Securities..................................... 5,190 2,893
- --------------------------------------------------------------------------------
Net Realized and Unrealized Gain on
Investments................................... 4,838 3,191
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations..................................... $4,758 $3,212
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS THE ADVISORS' INNER CIRCLE FUND

For the Year Ended October 31, 1995
<TABLE>
<CAPTION>
PIN OAK WHITE OAK
AGGRESSIVE STOCK GROWTH STOCK
FUND FUND
----------------------- -----------------------
11/01/94 11/01/93 11/01/94 11/01/93
TO 10/31/95 TO 10/31/94 TO 10/31/95 TO 10/31/94
(000) (000) (000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Activities:
Net Investment Income
(Loss)...................... $ (80) $ (56) $ 21 $ 11
Net Realized Gain (Loss) on
Securities Sold............. (352) (154) 298 (177)
Net Unrealized Appreciation
(Depreciation) of Investment
Securities.................. 5,190 (605) 2,893 794
- --------------------------------------------------------------------------------
Net Increase (Decrease) in
Net Assets Resulting from
Operations................. 4,758 (815) 3,212 628
- --------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income........ -- -- (17) (11)
- --------------------------------------------------------------------------------
Total Distributions......... -- -- (17) (11)
- --------------------------------------------------------------------------------
Capital Share Transactions:
Shares Issued................ 2,432 2,310 1,820 1,863
Shares Issued in Lieu of Cash
Distributions............... -- -- 17 10
Shares Redeemed.............. (1,162) (950) (479) (2,087)
- --------------------------------------------------------------------------------
Increase (Decrease) in Net
Assets Derived from Capital
Share Transactions.......... 1,270 1,360 1,358 (214)
- --------------------------------------------------------------------------------
Total Increase in Net
Assets..................... 6,028 545 4,553 403
- --------------------------------------------------------------------------------
Net Assets:
Beginning of Period.......... 9,624 9,079 5,942 5,539
- --------------------------------------------------------------------------------
End of Period................ $15,652 $9,624 $10,495 $5,942
- --------------------------------------------------------------------------------
Shares Issued and Redeemed:
Shares Issued................ 163 191 119 167
Issued in Lieu of Cash
Distributions............... -- -- 1 1
Redeemed..................... (89) (81) (38) (190)
- --------------------------------------------------------------------------------
Net Increase (Decrease) in
Share Transactions.......... 74 110 82 (22)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
Net Realized Net Net Ratio
Asset and Distributions Asset Assets Ratio of Net
Value Net Unrealized from Net Distributions Value End of Expenses Income
Beginning Investment Gains or Losses Investment from Capital End Total of Period to Average to Average
of Period Income on Securities Income Gains of Period Return (000) Net Assets Net Assets
--------- ---------- --------------- ------------- ------------- --------- ------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------
PIN OAK AGGRESSIVE STOCK FUND
- -----------------------------
1995 $11.60 (0.08) 5.80 -- -- $17.32 49.31% $15,652 0.98% (0.70)%
1994 $12.62 (0.06) (0.96) -- -- $11.60 (8.08)% 9,624 0.96% (0.62)%
1993 $10.28 (0.05) 2.39 -- -- $12.62 22.76% 9,079 0.98% (0.48)%
1992(1) $10.00 -- 0.28 -- -- $10.28 11.57% 4,127 1.00%* 0.03 %*
- ----------------------------
WHITE OAK GROWTH STOCK FUND
- ----------------------------
1995 $11.92 0.04 6.15 (0.03) -- $18.08 52.07% $10,495 0.97% 0.29%
1994 $10.64 0.02 1.28 (0.02) -- $11.92 12.24% 5,942 0.97% 0.19%
1993 $10.33 0.05 0.32 (0.06) -- $10.64 3.59% 5,539 0.97% 0.54%
1992(1) $10.00 0.02 0.33 (0.02) -- $10.33 14.30% 3,195 1.00%* 0.74%*
<CAPTION>
Ratio
Ratio of Net
of Expenses Income (Loss)
to Average to Average
Net Assets Net Assets
(Excluding (Excluding Portfolio
Waivers and Waivers and Turnover
Reimbursements) Reimbursements) Rate
--------------- --------------- ---------
<S> <C> <C> <C>
- ----------------------------
PIN OAK AGGRESSIVE STOCK FUND
- ----------------------------
1995 1.65% (1.37)% 49.28%
1994 1.74% (1.40)% 48.88%
1993 2.07% (1.57)% 68.32%
1992(1) 4.06%* (3.03)%* 4.00%
- ----------------------------
WHITE OAK GROWTH STOCK FUND
- ----------------------------
1995 2.06% (0.80)% 22.43%
1994 2.24% (1.08)% 37.42%
1993 2.71% (1.20)% 27.48%
1992(1) 4.78%* (3.04)%* --
</TABLE>

* Annualized
(1)The White Oak Growth Stock Fund and the Pin Oak Aggressive Stock Fund
commenced operations on August 3, 1992

The accompanying notes are an integral part of the financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS

October 31, 1995
1. Organization:

THE ADVISORS' INNER CIRCLE FUND (the "Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated July 18, 1991. The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with eleven portfolios. The
financial statements included herein present those of the White Oak Growth
Stock Fund and the Pin Oak Aggressive Stock Fund (the "Funds"). The financial
statements of the remaining portfolios are presented separately. The assets of
each portfolio are segregated, and a Shareholder's interest is limited to the
portfolio in which shares are held.

2. Significant Accounting Policies:

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

THE ADVISORS' INNER CIRCLE FUND

Other -- Expenses that are directly related to one of the Funds are charged
to that Fund. Other operating expenses of the Trust are prorated to the
Funds on the basis of relative daily net assets.

Distributions from net investment income are declared and paid to
Shareholders on a quarterly basis. Any net realized capital gains on sales
of securities are distributed to Shareholders at least annually.

Distributions from net investment income and net realized capital gains are
determined in accordance with the U.S. Federal income tax regulations,
which may differ from those amounts determined under generally accepted
accounting principals. These book/tax differences are either temporary or
permanent in nature. To the extent these differences are permanent, they
are charged or credited to paid-in-capital in the period that the
differences arise. Accordingly, the following permanent difference,
primarily attributable to certain net operating losses which, for tax
purposes, are not available to offset future income, has been reclassified
to paid-in-capital.

<TABLE>
<CAPTION>
(000)
-----
<S> <C>
Pin Oak Aggressive Stock Fund.......................................... $170
</TABLE>

This reclassification has no effect on net assets or net asset value per
share.

3. Organization Costs and Transactions with Affiliates:

The Funds incurred organization costs of approximately $12,000 each. These
costs have been capitalized by the funds and are being amortized over sixty
months commencing with operations. In the event of the initial shares of the
fund redeemed by any holder thereof during the period that the fund is
amortizing its organizational costs the redemption proceeds payable to the
holder thereof by the fund will be reduced by the unamortized organizational
costs in the same ratio as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of redemption. These costs
include legal fees of approximately $1,000 per fund
<PAGE>

NOTES TO FINANCIAL STATEMENTS (concluded)

October 31, 1995
for organizational work performed by a law firm of which an officer of the fund
is a partner.

Certain officers and Trustees of the Trust are also officers of SEI Financial
Management Company (the "Administrator") and/or SEI Financial Services Company
(the "Distributor"). Such officers and trustees are paid no fees by the Trust
for serving as officers and trustees of the Trust.

4. Administration, Shareholder Servicing and Distribution Agreements:

The Trust and the Administrator are parties to an Administration Agreement
dated November 14, 1991, under which the Administrator provides management and
administrative services for an annual fee of .20% of the average daily net
assets of each of the Funds. There is a minimum annual fee of $50,000 per Fund
payable to the Administrator for services rendered to the Funds under the
Administration Agreement.

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

The Trust and the Distributor are parties to a Distribution Agreement dated
November 14, 1991. The Distributor receives no fees for its distribution
services under this agreement.

5. Investment Advisory and Custodian Agreements:

The Trust and Oak Associates (the "Adviser") are parties to an Investment
Advisory Agreement dated July 20, 1992 under which the Adviser receives an
annual fee equal to .74% of the average daily net assets of each Fund. The
Adviser has voluntarily agreed for an indefinite period of time, to waive all
or a portion of its fees (and to reimburse the expenses of the Funds) in order
to limit operating expenses to not more than 1.00% of the average daily net
assets of each of the Funds. Fee waivers and expense reimbursements are
voluntary and may be terminated at any time.

THE ADVISORS' INNER CIRCLE FUND

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the year ended October 31, 1995 are as follows:

<TABLE>
<CAPTION>
PIN OAK WHITE OAK
AGGRESSIVE STOCK GROWTH STOCK
FUND FUND
(000) (000)
---------------- ------------
<S> <C> <C>
Purchases
Government....................................... $ 0 $ 0
Other............................................ 6,267 2,296
Sales
Government....................................... $ 0 $ 0
Other............................................ 5,536 1,549
</TABLE>

<TABLE>
<CAPTION>
PIN OAK WHITE OAK
AGGRESSIVE STOCK GROWTH STOCK
FUND FUND
(000) (000)
---------------- ------------
<S> <C> <C>
Aggregate gross unrealized appreciation........... $6,747 $4,255
Aggregate gross unrealized depreciation........... (250) (69)
------ ------
Net unrealized appreciation....................... $6,497 $4,186
====== ======
</TABLE>

7. Capital Loss Carryforwards

The White Oak Growth Stock Fund used $297,764 of its capital loss carryforward
from the prior year.

The capital loss carryforwards at October 31, 1995, for Federal Income Tax
purposes are as follows:

<TABLE>
<S> <C>
Pin Oak Aggressive Stock Fund......................... $ 17,985 expiring in 2000
288,322 expiring in 2001
153,978 expiring in 2002
351,788 expiring in 2003
White Oak Growth Stock Fund........................... $163,669 expiring in 2001
</TABLE>

The capital loss carryforwards will be used to offset future net realized
gains, if any, and such gains so offset will not be distributed.
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

Investment Adviser:
TURNER INVESTMENT PARTNERS, INC.

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

TURNER GROWTH EQUITY FUND
TURNER FIXED INCOME FUND
TURNER SMALL CAP FUND

February 28, 1996

-1-
<PAGE>

TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY................................................ 3
EXPENSE SUMMARY........................................ 5
FINANCIAL HIGHLIGHTS................................... 7
THE FUND AND THE PORTFOLIOS............................ 9
INVESTMENT OBJECTIVES.................................. 9
INVESTMENT POLICIES.................................... 9
RISK FACTORS........................................... 12
INVESTMENT LIMITATIONS................................. 13
THE ADVISER............................................ 14
THE ADMINISTRATOR...................................... 15
THE TRANSFER AGENT..................................... 15
THE DISTRIBUTOR........................................ 16
PORTFOLIO TRANSACTIONS................................. 16
PURCHASE AND REDEMPTION OF SHARES...................... 16
PERFORMANCE............................................ 19
TAXES.................................................. 20
GENERAL INFORMATION.................................... 21
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS.. 23
</TABLE>

-2-
<PAGE>

SUMMARY

The following provides basic information about the Turner Growth Equity Fund
(the "Growth Portfolio"), Turner Fixed Income Fund (the "Fixed Income
Portfolio") and Turner Small Cap Fund (the "Small Cap Portfolio") (each, a
"Portfolio"). The Portfolios are three of the mutual funds comprising The
Advisors' Inner Circle Fund (the "Fund"). This summary is qualified in its
entirety by reference to the more detailed information provided elsewhere in
this Prospectus and in the Statement of Additional Information.

WHAT ARE THE INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS? The Growth
Portfolio seeks capital appreciation by investing in a diversified portfolio of
common stocks that, in the Adviser's opinion, have strong earnings potential
with reasonable valuations. The Small Cap Portfolio seeks capital appreciation
by investing in a diversified portfolio of common stocks, of issuers with market
capitalizations typically not more than $1 billion, that the Adviser believes
are reasonably valued and offer strong earnings potential. The Fixed Income
Portfolio seeks total return through both current income and capital
appreciation by investing in fixed income securities.

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIOS? The
investment policies of each Portfolio entail certain risks and considerations of
which investors should be aware. Each Portfolio invests in securities that
fluctuate in value, and investors should expect each Portfolio's net asset value
per share to fluctuate in value. Values of fixed income securities and,
correspondingly, of mutual funds invested in such securities, such as the Fixed
Income Portfolio, tend to vary inversely with interest rates and may be affected
by other market and economic factors as well. The Fixed Income Portfolio may
invest in securities that have speculative characteristics. The Growth and
Small Cap Portfolios may invest in equity securities that are affected by market
and economic factors that may cause these securities to fluctuate in value. In
addition, the Small Cap Portfolio may invest in equity securities of smaller
companies, which involves greater risk than is customarily associated with
investments in larger, more established companies.

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

WHO IS THE ADVISER? Turner Investment Partners, Inc. serves as the investment
adviser to each Portfolio. See "Expense Summary" and "The Adviser."

WHO IS THE ADMINISTRATOR? SEI Financial Management Corporation serves as the
administrator and shareholder servicing agent for the Portfolios. See "Expense
Summary" and "The Administrator."

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

-3-
<PAGE>

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

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

IS THERE A MINIMUM INVESTMENT? Each Portfolio has a minimum initial investment
of $100,000, which the Distributor may waive at its discretion.

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

-4-
<PAGE>

EXPENSE SUMMARY

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES TURNER GROWTH EQUITY FUND
TURNER SMALL CAP FUND
TURNER FIXED INCOME FUND
- --------------------------------------------------------------------------------
<S> <C>
Sales Load Imposed on Purchases.......................................... None
Sales Load Imposed on Reinvested Dividends............................... None
Deferred Sales Load...................................................... None
Redemption Fees (1)...................................................... None
Exchange Fees............................................................ None
- --------------------------------------------------------------------------------
</TABLE>

(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder.

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
TURNER TURNER TURNER
GROWTH SMALL FIXED
EQUITY FUND CAP FUND INCOME FUND
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Advisory Fees (after fee waivers and .75% .33% .00%
reimbursements) (2)

12b-1 Fees None None None

Other Expenses (after reimbursements .28% .92% .75%
(2)(3)(4)
- -------------------------------------------------------------------------------------
Total Operating Expenses (after fee 1.03% 1.25% .75%
waivers and reimbursements) (2)(3)
- -------------------------------------------------------------------------------------
</TABLE>

(2) The Adviser has, on a voluntary basis, waived a portion of its fee and/or
agreed to reimburse certain expenses of the Portfolios. The advisory fees
and expenses shown reflect these voluntary waivers and/or reimbursements.
The Adviser reserves the right to terminate its waivers and/or
reimbursements at any time in its sole discretion. Absent such waivers
and/or reimbursements, advisory fees for the Small Cap Portfolio and Fixed
Income Portfolio would be 1.00% and .50%, respectively; "Other Expenses"
would be .92% and 1.15%, respectively; and total operating expenses would
be 1.92%, and 1.65%, respectively.

(3) "Other Expenses" for the current fiscal year do not reflect the Adviser's
use of arrangements whereby certain broker-dealers have agreed to pay
certain expenses of the Growth Portfolio in return for the direction of a
percentage of the Portfolio's brokerage transactions. As a result of these
arrangements, the amount of "Other Expenses" and "Total Operating Expenses"
deducted from the Portfolio's assets was .19% and .94%, respectively.

(4) "Other Expenses" is based on estimated amounts for the current fiscal year
for the Fixed Income Portfolio. Administration fees (and, consequently,
"Other Expenses") as a percentage of a Portfolio's average daily net assets
may decline as its net assets and the aggregate net assets of all the
Portfolios increase.

-5-
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
1 year 3 years 5 years 10 years
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment
in a Portfolio assuming (1) 5% annual return and (2) redemption
at the end of each time period.

Growth Portfolio $11 $33 $57 $126
Fixed Income Portfolio $ 8 $24 -- --
Small Cap Portfolio $13 $40 $69 $151
- -----------------------------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE IS BASED UPON TOTAL OPERATING EXPENSES OF EACH PORTFOLIO AFTER
WAIVERS AND REIMBURSEMENTS AS SHOWN IN THE EXPENSE TABLE. THE EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense
table and example is to assist the investor in understanding the various costs
and expenses that may be directly or indirectly borne by shareholders of a
Portfolio. Additional information may be found under "The Adviser" and "The
Administrator."

-6-
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information on the Turner Growth Equity Fund has been audited by
Arthur Andersen LLP, the Fund's independent public accountants, as indicated in
their report dated December 5, 1995 on the Fund's financial statements as of
October 31, 1995 included in the Fund's Statement of Additional Information
under "Financial Information." This table should be read in conjunction with
the Fund's audited financial statements and notes thereto. No shares of the
Turner Fixed Income Fund were offered prior to October 31, 1995.

For a Share of the Turner Growth Equity Fund Outstanding Throughout the Period:

<TABLE>
<CAPTION>
TURNER
GROWTH EQUITY
FUND
- ------------------------------------------------------------------------------------------
11/01/94 11/01/93 11/01/92 03/11/92(1)
TO TO TO TO
10/31/95 10/31/94 10/31/93 10/31/92
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD....... $ 12.46 $ 13.12 $ 10.40 $ 10.00
- ------------------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income................. 0.10 0.10 0.09 0.03
Realized and Unrealized Gains
or Losses on Securities.............. 2.52 (0.66) 2.72 0.40
- ------------------------------------------------------------------------------------------
Total From Investment Operations........... 2.62 (0.56) 2.81 0.43
- ------------------------------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment Income.. (0.11) (0.10) (0.09) (0.03)
Distributions From Capital Gains.......... -- -- -- --
Total Distributions..................... (0.11) (0.10) (0.09) (0.03)
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD............. $ 14.97 $ 12.46 $ 13.12 $ 10.40
- ------------------------------------------------------------------------------------------
TOTAL RETURN............................... 21.15% (4.28)% 27.08% 6.95%*
- ------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)............ $ 115,819 $ 112,959 $ 53,327 $ 7,781
Ratios Of Expenses To Average Net Assets... 0.94%+ 0.95% 1.00% 1.44%*
Ratio Of Expenses To Average Net Assets
(Excluding Waivers)....................... 0.94%+ 1.08% 1.52% 2.55%*
Ratio Of Net Income To Average
Net Assets................................ 0.78%+ 0.86% 0.80% 0.73%*
Ratio Of Net Income (Loss) to Average
Net Assets (Excluding Waivers)............ 0.78%+ 0.73% 0.28% (0.38)%*
Portfolio Turnover Rate.................... 177.86% 164.81% 88.35% 205.00%
==========================================================================================
</TABLE>

* Annualized

(1) The Turner Growth Equity Fund commenced operations on March 11, 1992.

-7-
<PAGE>

+ Absent Turner Growth Equity Fund's participation in a directed brokerage
program, the Ratios of Expenses to Average Net Assets (with and without
waivers) and Expenses to Net Income (with and without waivers) were 1.03% and
0.69%, respectively.

-8-
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information on the Turner Small Cap Fund has been audited by
Arthur Andersen LLP, the Fund's independent public accountants, as indicated in
their report dated December 5, 1995 on the Fund's financial statements as of
October 31, 1995 included in the Fund's Statement of Additional Information
under "Financial Information." This table should be read in conjunction with
the Fund's audited and unaudited financial statements and notes thereto. No
shares of the Turner Fixed Income Fund were offered prior to October 31, 1995.

For a Share of the Turner Small Cap Fund Outstanding Throughout the Period:

<TABLE>
<CAPTION>
TURNER
SMALL CAP
FUND
- ---------------------------------------------------------------------
11/01/95 02/07/94(1)
TO TO
10/31/95 10/31/94
- ---------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......... $ 10.90 $ 10.00
- ---------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income (Loss)............ (0.06) (0.02)
Realized and Unrealized Gains
on Securities........................... 5.24 0.92
- ---------------------------------------------------------------------
Total From Investment Operations............. 5.18 0.90
- ---------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment Income.. -- --
Distributions From Capital Gains.......... -- --
Total Distributions................... -- --
- ---------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD............... $ 16.08 $ 10.90
- ---------------------------------------------------------------------
TOTAL RETURN................................. 47.52% 12.35%*
- ---------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000).............. $ 13,072 $ 4,806
Ratios Of Expenses To Average Net Assets..... 1.25% 1.09%*
Ratio Of Expenses To Average Net Assets
(Excluding Waivers)....................... 2.39% 4.32%*
Ratio Of Net Income To Average
Net Assets................................ (0.68%) (0.27)%*
Ratio Of Net Income (Loss) to Average
Net Assets (Excluding Fee Waivers)........ (1.82%) (3.50)%*
Portfolio Turnover Rate...................... 183.49% 173.92%
=====================================================================
</TABLE>

* Annualized
(1) The Turner Small Cap Fund commenced operations on February 7, 1994.

-9-
<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 Turner Growth Equity
Fund (the "Growth Portfolio"), Turner Fixed Income Fund (the "Fixed Income
Portfolio"), and Turner Small Cap Fund (the "Small Cap Portfolio"). Information
regarding the other mutual funds in the Fund is contained in separate
prospectuses that may be obtained by calling 1-800-932-7781.

INVESTMENT OBJECTIVES

GROWTH AND SMALL CAP PORTFOLIOS

The Growth and Small Cap Portfolios seek to provide capital appreciation.

FIXED INCOME PORTFOLIO

The Fixed Income Portfolio seeks total return through current income and capital
appreciation.

There can be no assurance that any Portfolio will be able to achieve its
investment objective.

INVESTMENT POLICIES

GROWTH PORTFOLIO

The Growth Portfolio will invest, as fully as practicable, in a diversified
portfolio of common stocks, and may also invest up to 10% of its total assets in
American Depositary Receipts ("ADRs"). The Growth Portfolio will purchase
securities that Turner Investment Partners, Inc. (the "Adviser") believes to
have strong earnings potential and to be reasonably valued at the time of
purchase. The Growth Portfolio also seeks to purchase securities that are well
diversified across industry sectors and to maintain sector concentrations that
approximate the sector weightings comprising the Standard and Poor's ("S&P") 500
Composite Stock Price Index. The Adviser believes that the approach of
maintaining a well-diversified, sector-neutral and fully invested portfolio
reduces the Portfolio's exposure to the risks associated with security
concentration, sector rotation and market timing.

The Portfolio will purchase only those securities that are traded on registered
exchanges or the over-the-counter market in the United States.

-10-
<PAGE>

FIXED INCOME PORTFOLIO

The Fixed Income Portfolio will invest, as fully as practicable, in the
following fixed income securities, but only if, at the time of purchase, the
security either has the requisite rating from a nationally recognized
statistical rating organization ("NRSRO") or is of comparable quality as
determined by the Adviser: (i) obligations issued or guaranteed as to principal
and interest by the U.S. Government, its agencies or instrumentalities ("U.S.
Government securities"); (ii) corporate bonds and debentures, of U.S. and
foreign issuers, rated in one of the four highest rating categories; (iii)
privately issued mortgage-backed securities rated in the highest rating
category; (iv) asset-backed securities rated in the two highest rating
categories; (v) receipts evidencing separately traded interest and principal
component parts of U.S. Government securities ("Receipts"); (vi) commercial
paper in one of the two highest rating categories; (vii) obligations
(certificates of deposit, time deposits, bankers' acceptances) of U.S.
commercial banks and savings and loan institutions that have net assets of at
least $500 million as of the end of their most recent fiscal year ("bank
obligations"); (viii) obligations issued or guaranteed by the government of
Canada; (ix) obligations of supranational entities rated in one of the four
highest rating categories; (x) loan participations; (xi) repurchase agreements
involving any of the foregoing securities; and (xii) to the extent permitted by
applicable law, shares of investment companies. Investment grade bonds include
securities rated BBB by S&P or Baa by Moody's Investors Service, Inc.
("Moody's"), which may be regarded as having highly speculative characteristics.

The Portfolio will not invest more than 10% of its assets in fixed income
securities denominated in foreign currencies and will invest less than 10% of
its total assets in foreign securities that are not publicly traded in the
United States.

The Fixed Income Portfolio may invest in variable and floating rate obligations
and may, although it has no present intention of doing so, invest in convertible
debt securities.

The Fixed Income Portfolio seeks to purchase investment grade fixed income
securities that, in the Adviser's opinion, are undervalued in the market. To
determine a security's fair market value, the Adviser will focus on the yield
and credit quality of particular securities based upon third-party evaluations
of quality as well as the Adviser's own research and analysis of the issuer. In
deciding which securities to purchase for the Portfolio, the Adviser will
analyze industry sector and security fundamentals and the impact of the security
on the Portfolio's overall portfolio structure. In managing the Portfolio, the
Adviser will attempt to diversify the Portfolio's holdings across the yield
curve by holding short, intermediate and long-term securities.

Normally, the Fixed Income Portfolio will maintain a dollar-weighted average
portfolio duration of approximately five and one-half years; this average
weighted duration is within the average duration range of the Portfolio's
benchmark index, the Lehman Bros. Government/Corporate Index. The Adviser may
increase or decrease this average

-11-
<PAGE>

weighted duration when market conditions warrant, although it will not attempt
to time changes in market interest rates.

SMALL CAP PORTFOLIO

The Small Cap Portfolio will invest as fully as practicable in a diversified
portfolio of common stocks of issuers with market capitalizations typically not
more than $1 billion, and may also invest up to 10% of its total assets in ADRs.
The Small Cap Portfolio will purchase securities that the Adviser believes to
have strong earnings potential and to be reasonably valued at the time of
purchase. The Small Cap Portfolio also seeks to purchase securities that are
well diversified across industry sectors and to maintain sector concentrations
that approximate the sector weightings comprising the Russell 2500 Index. The
Adviser believes that the approach of maintaining a well-diversified, sector-
neutral and fully invested portfolio reduces the risks associated with security
concentration, sector rotation and market timing.

The Small Cap Portfolio will also invest in warrants and rights to purchase
common stocks.

The Small Cap Portfolio will purchase only those securities that are traded on
registered exchanges or the over-the-counter market in the United States.

ALL PORTFOLIOS

Each Portfolio may purchase securities on a when-issued basis.

Each Portfolio may invest up to 10% of its net assets in illiquid securities,
including time deposits and variable and floating rate instruments that are
determined to be illiquid.

Each Portfolio may, in order to maintain liquidity, or if the Adviser determines
that securities meeting the criteria set by the Portfolio's investment policies
and objective are not reasonably available for purchase, or for temporary
defensive purposes, invest up to 15% of its total assets in money market
instruments (including U.S. Government securities, bank obligations, commercial
paper rated in the highest rating category by an NRSRO, repurchase agreements
involving the foregoing securities, and to the extent permitted by applicable
law, shares of investment companies investing solely in money market
instruments) and in cash.

For a further description of these types of obligations or transactions, see
"Description of Permitted Investments and Risk Factors" and "Description of
Permitted Investments" in the Statement of Additional Information.

No Portfolio can accurately predict its portfolio turnover rate. Under normal
circumstances the annual portfolio turnover rate is expected to be less than 40%
for the

-12-
<PAGE>

Fixed Income Portfolio. The annual portfolio turnover rate for the Growth
Portfolio for the fiscal period ended October 31, 1995, was 177.86%. The annual
portfolio turnover rates for the Small Cap Portfolio for the fiscal period ended
October 31, 1995 was 183.49%. An annual portfolio turnover rate in excess of
100% for the Growth Portfolio or Small Cap Portfolio may result from the
Adviser's investment strategy of focusing on earnings potential and disposing of
securities when the Adviser believes that their earnings potential has
diminished, or may result from the Adviser's maintenance of appropriate issuer
diversification. Portfolio turnover rates in excess of 100% may result in higher
transaction costs, including brokerage commissions, and higher levels of taxable
capital gain. See "Taxes."

RISK FACTORS

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

The Small Cap Portfolio will invest primarily in securities of smaller
companies. While the Adviser intends to invest the Portfolio's assets in
companies that the Adviser's research indicates should, over the long term,
provide significant growth potential, any investment in smaller capitalization
companies involves greater risk than that customarily associated with
investments in larger, more established companies. This increased risk may be
due to the greater business risks of smaller size, limited markets and financial
resources, narrow product lines and lack of depth of management. The securities
of smaller companies are often traded in the over-the-counter market and if
listed on a national securities exchange may not be traded in volumes typical
for that exchange. Thus, the securities of smaller companies are likely to be
less liquid, and subject to more abrupt or erratic market movements, than
securities of larger, more established growth companies. As a result, the value
of the shares of the Small Cap Portfolio can be expected to fluctuate more than
the value of shares of an investment company investing solely in larger, more
established companies.

FIXED INCOME SECURITIES - The market value of the fixed income investments in
which the Fixed Income Portfolio invests 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 by
recognized agencies in the rating of any fixed income security and in the
ability of an

-13-
<PAGE>

issuer to make payments of interest and principal also affect the value of these
investments. Changes in the value of these securities will not necessarily
affect cash income derived from these securities but will affect the Portfolio's
net asset value. The Fixed Income Portfolio may invest in securities rated in
the fourth highest category by an NRSRO; such securities, while still investment
grade, are considered to have speculative characteristics.

MORTGAGE-BACKED SECURITIES - The mortgage-backed securities ("MBSs") in which
the Fixed Income Portfolio may invest are subject to prepayment of the
underlying mortgages. During periods of declining interest rates, prepayment of
mortgages underlying MBSs can be expected to accelerate. When an MBS held by the
Portfolio is prepaid, the Portfolio must reinvest the proceeds in securities the
yield of which reflects prevailing interest rates, which may be lower than the
yield on the prepaid MBS.

INVESTMENT LIMITATIONS

No Portfolio may:

2. Purchase any securities which would cause 25% or more of the total assets of
the Portfolio to be invested in the securities of one or more issuers conducting
their principal

-14-
<PAGE>

business activities in the same industry, provided that this limitation does not
apply to investments in obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities and repurchase agreements involving such
securities. For purposes of this limitation, (i) utility companies will be
classified according to their services, for example, gas distribution, gas
transmission, electric and telephone will each be considered a separate
industry, and (ii) financial service companies will be classified according to
the end users of their services, for example, automobile finance, bank finance
and diversified finance will each be considered a separate industry.

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

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

THE ADVISER

Turner Investment Partners, Inc. is a professional investment management firm
founded in January 1990. Robert E. Turner, Jr. is the Chairman and controlling
shareholder of the Adviser. The Adviser has provided investment advisory
services to investment companies since 1992. As of December 31, 1995 the Adviser
had discretionary management authority with respect to approximately $2.5
billion of assets. The principal business address of the Adviser is 1235
Westlakes Drive, Suite 350, Berwyn, Pennsylvania 19312.

The Adviser serves as the investment adviser for each Portfolio under an
investment advisory agreement (the "Advisory Agreement"). Under the Advisory
Agreement, the Adviser makes the investment decisions for the assets of each
Portfolio and continuously reviews, supervises and administers each Portfolio's
investment program, subject to the supervision of, and policies established by,
the Trustees of the Fund.

For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .75% of the average daily net assets of
the Growth Portfolio, .50% of the average daily net assets of the Fixed Income
Portfolio and 1.00% of the average daily net assets of the Small Cap Portfolio.
The advisory fees for the Growth Portfolio and Small Cap Portfolio are higher
than those paid by most other investment companies but are, in the Adviser's
judgment, comparable to the investment advisory fees paid by other investment
companies with comparable investment objectives and policies. The Adviser has
voluntarily agreed to waive all or a portion of its fee and to reimburse
expenses of the Fixed Income and Small Cap Portfolios in order to limit their
total operating expenses (as a percentage of average daily net assets on an
annualized basis) to not more than .75% and 1.25%, respectively. The Adviser
reserves the right, in its sole discretion, to terminate these voluntary fee
waivers and reimbursements at any time. For the fiscal year ended October 31,
1995, the Adviser received advisory fees of .75% and .00%, respectively, of the
Growth and Small Cap Portfolios' average daily net assets, and the Adviser

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<PAGE>

reimbursed expenses of the Small Cap Portfolio equal to 14.48% of that
Portfolio's average daily net assets. The Fixed Income Portfolio was not in
operation during this period.

Robert E. Turner, Jr., CFA, Chairman and Chief Investment Officer of the
Adviser, has managed the portfolio of the Turner Growth Equity Fund since its
inception. Mr. Turner joined Turner Investment Partners in 1990. He has 13 years
of investment experience.

William H. Chenoweth, CFA, Senior Equity Portfolio Manager of the Adviser, has
managed the Turner Small Cap Fund since its inception. Mr. Chenoweth joined
Turner Investment Partners in 1993. Prior to 1993, he was Second Vice President
with Jefferson-Pilot Corporation. He has 10 years of investment experience.

Mark Turner, President and Director of Fixed Income Management of the Adviser,
has managed the Turner Fixed Income Fund since its inception. Mr. Turner joined
Turner Investment Partners in 1990. He has 12 years of investment experience.

THE ADMINISTRATOR

For these administrative services, the Administrator is entitled to a fee from
each Portfolio, which is calculated daily and paid monthly, at an annual rate of
that Portfolio's proportionate share of .20% of the aggregate average daily net
assets of all of the Portfolios up to $75 million and .15% of such assets in
excess of $75 million. Each Portfolio, however, pays the Administrator a minimum
annual fee of $75,000. The administration fees a Portfolio pays may decline as a
percentage of the Portfolio's average daily net assets as the Portfolio's net
assets and the aggregate net assets of all Portfolios increase. For the fiscal
year ended October 31, 1995, the Administrator received a fee from the Growth
Portfolio and the Small Cap Portfolio equal to .18% and .91%, respectively, of
each Portfolio's average daily net assets. The Fixed Income Portfolio was not in
operation during this period.

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

THE TRANSFER AGENT

DST Systems, Inc., 210 West 10th Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Fund under a transfer agency agreement with the Fund.

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<PAGE>

THE DISTRIBUTOR

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

PORTFOLIO TRANSACTIONS

Each Portfolio may execute brokerage or other agency transactions through the
Distributor for which the Distributor may receive usual and customary
compensation. Certain broker-dealers assist their clients in the purchase of
shares from the Distributor and charge a fee for this service in addition to a
Portfolio's public offering price. The Adviser may direct commission business
for the Growth Portfolio to designated broker-dealers (including the
Distributor) in connection with such broker-dealers' payment of certain Growth
Portfolio expenses.

Since shares of the Portfolios are not marketed through intermediary broker-
dealers, no Portfolio has a practice of allocating brokerage or effecting
principal transactions with broker-dealers on the basis of sales of shares which
may be made through such firms. However, the Adviser may place orders for any
Portfolio with qualified broker-dealers who refer clients to that Portfolio.

PURCHASE AND REDEMPTION OF SHARES

Investors may purchase and redeem shares of any Portfolio 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 Portfolio may be made on any Business
Day. Shares of any Portfolio are offered only to residents of states in which
such shares are eligible for purchase.

The minimum initial investment in any Portfolio is $100,000, and subsequent
purchases must be at least $10,000. The Distributor may waive these minimums at
its discretion. No minimum applies to subsequent purchases effected by dividend
reinvestment.

PURCHASES BY MAIL

An account may be opened by mailing a check or other negotiable bank draft
(payable to the name of the appropriate 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.

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<PAGE>

PURCHASES BY WIRE TRANSFER

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

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

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

GENERAL INFORMATION REGARDING PURCHASES

A purchase order will be effective as of the day received by the Transfer Agent
if the Transfer Agent receives the order and payment 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 that Portfolio's net asset value per share
next determined after a purchase order is effective. Purchases will be made in
full and fractional shares of a Portfolio calculated to three decimal places.
The Fund will not issue certificates representing shares of any Portfolio.

EXCHANGES

Shareholders of any Portfolio may exchange their shares for shares of either of
the other Portfolios. Exchanges are made at net asset value. An exchange is
considered a sale of shares and will result in capital gain or loss for federal
income tax purposes. The shareholder must have received a current prospectus for
the new Portfolio before any exchange will be effected, and the exchange
privilege may be exercised only in those states where shares of the new
Portfolio may legally be sold. If the Transfer Agent receives exchange
instructions in writing or by telephone (an "Exchange Request") in good order by
4:00 p.m., Eastern time, on any Business Day, the exchange will be effected that
day. The liability of the Fund or the Transfer Agent for fraudulent or

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<PAGE>

unauthorized telephone instructions may be limited as described below. The Fund
reserves the right to modify or terminate this exchange offer on 60 days'
notice.

REDEMPTIONS

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

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

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

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<PAGE>

PERFORMANCE

From time to time, a Portfolio may advertise its yield and total return. These
figures will be based on historical earnings and are not intended to indicate
future performance. No representation can be made regarding actual future yields
or returns. The yield of 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.

A Portfolio may periodically compare its 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. A
Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A Portfolio may quote Ibbotson Associates of
Chicago, Illinois, which provides historical returns of the capital markets in
the U.S. The Portfolio may use long term performance of these capital markets to
demonstrate general long-term risk versus reward scenarios and could include the
value of a hypothetical investment in any of the capital markets. The Portfolio
may also quote financial and business publications and periodicals as they
relate to fund management, investment philosophy, and investment techniques.

Additional performance information regarding the Growth and Small Cap Portfolios
is set forth in the 1995 Annual Report to Shareholders, available on request and
without charge by calling 1-800-932-7781.

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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 a Portfolio 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 or to continue to qualify for the special tax treatment afforded
regulated investment companies as defined under Subchapter M of the Internal
Revenue Code of 1986, as amended (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. It can be expected that only certain dividends of
the Growth and Small Cap Portfolios, and none of the Fixed Income Portfolio,
will qualify for that deduction. Any net capital gains will be distributed
annually and will be taxed to shareholders as long-term capital gains,
regardless of how long the shareholder has held shares. Each Portfolio will make
annual reports to shareholders of the federal income tax status of all
distributions, including the amount of dividends eligible for the dividends-
received deduction.

Certain securities purchased by a Portfolio (such as STRIPS, TRs, TIGRs and
CATS, defined in "Description of Permitted Investments and Risk Factors") are
sold with original issue discount and thus do not make periodic cash interest
payments. For a further description of such securities, see "Description of
Permitted Investments and Risk Factors." Each Portfolio will be required to
include as part of its current income the accrued discount on such obligations
even though the Portfolio has not received any interest payments on such
obligations during that period. Because each Portfolio distributes all of its
net investment income to its shareholders, a Portfolio may have to sell

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<PAGE>

portfolio securities to distribute such accrued income, which may occur at a
time when the Adviser would not have chosen to sell such securities and which
may result in a taxable gain or loss.

Income received on direct U.S. obligations is exempt from income tax at the
state level when received directly and may be exempt, depending on the state,
when received by a shareholder from a Portfolio 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 a Portfolio is considered tax exempt in
their particular state.

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

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.

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

GENERAL INFORMATION

THE FUND

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

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<PAGE>

including audit and legal expenses. Each Portfolio's expense ratios are
disclosed under "Financial Highlights."

TRUSTEES OF THE FUND

VOTING RIGHTS

As of February 5, 1996, the Navy-Marine Corp. Relief Society (Arlington,
Virginia) owned a controlling interest in the Turner Small Cap Fund as defined
by the Investment Company Act of 1940.

REPORTING

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to The Advisors' Inner Circle Fund,
P.O. Box 19009, Kansas City, Missouri 64141-6009 or by calling 1-800-932-7781.
Purchases, exchanges and redemptions of shares should be made through the
Transfer Agent by calling 1-800-808-4921.

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income (excluding capital gain) of the
Growth Portfolio is distributed in the form of quarterly dividends, that of the
Fixed Income Portfolio is distributed in the form of monthly dividends, and that
of the Small Cap Portfolio is

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<PAGE>

distributed in the form of dividends at least annually. Shareholders of record
of the Growth Portfolio and the Fixed Income Portfolio on the last Business Day
of each quarter or month, respectively, will be entitled to receive the
quarterly or monthly dividend distribution. If any capital gain is realized,
substantially all of it will be distributed at least annually.

Dividends and other distributions of a Portfolio are paid on a per share basis.
The value of each share will be reduced by the amount of the payment. If shares
are purchased shortly before the record date for a distribution of ordinary
income or 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 the custodian (the "Custodian") of each Portfolio.
The Custodian holds cash, securities and other assets of the Fund as required by
the Investment Company Act of 1940, as amended (the "1940 Act").

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following is a description of permitted investments for one or more of the
Portfolios:

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

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<PAGE>

communications received from the issuer of the deposited security or to pass
through, to the holders of the receipts, voting rights with respect to the
deposited securities.

ASSET-BACKED SECURITIES (Non-mortgage)--Asset-backed securities are securities
secured by non-mortgage assets such as company receivables, truck and auto
loans, leases and credit card receivables. Such securities are generally issued
as pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Such securities also may be debt
instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity, such as a trust,
organized solely for the purpose of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; however, the payment of principal and interest on
such obligations may be guaranteed up to certain amounts and for a certain
period by a letter of credit issued by a financial institution (such as a bank
or insurance company) unaffiliated with the issuers of such securities. The
purchase of asset-backed securities raises risk considerations peculiar to the
financing of the instruments underlying such securities. For example, there is a
risk that another party could acquire an interest in the obligations superior to
that of the holders of the asset-backed securities. There also is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on those securities. Asset-backed securities
entail prepayment risk, which may vary depending on the type of asset, but is
generally less than the prepayment risk associated with mortgage-backed
securities. In addition, credit card receivables are unsecured obligations of
the cardholder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities. The Fixed Income Portfolio may invest in these and in other asset-
backed securities that may be created in the future if the Adviser determines
they are suitable.

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

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

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<PAGE>

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

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

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 the Fund'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 durations over 7 days
in length.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie securities
purchased at a premium often results in capital losses, while prepayment of
mortgages purchased at a discount often results in capital gains. Because of
these unpredictable prepayment characteristics, it is often not possible to
predict accurately the average life or realized yield of a particular issue.

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 Government National Mortgage Association ("GNMA"), Federal
National Mortgage Association ("FNMA") and Federal Home Loan Mortgage
Corporation ("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.

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<PAGE>

Private Pass-Through Securities: These are mortgage-backed securities issued by
- -------------------------------
a non-governmental entity, such as a trust. These securities include
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs") that are rated in one of the top two rating categories.
While they are generally structured with one or more types of credit
enhancement, private pass-through securities typically lack a guarantee by an
entity having the credit status of a governmental agency or instrumentality.

Collateralized Mortgage Obligations ("CMOs"): CMOs are debt obligations or
- --------------------------------------------
multiclass pass-through certificates issued by agencies or instrumentalities of
the U.S. Government or by private originators or investors in mortgage loans. 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.

REMICs: A REMIC is a CMO that qualifies for special tax treatment under the
- ------
Code and invests in certain mortgages principally secured by interests in real
property. Investors may purchase beneficial interests in REMICs, which are known
as "regular" interests, or "residual" interests. Guaranteed REMIC pass-through
certificates ("REMIC Certificates") issued by FNMA or FHLMC represent beneficial
ownership interests in a REMIC trust consisting principally of mortgage loans or
FNMA, FHLMC or GNMA-guaranteed mortgage pass-through certificates. For FHLMC
REMIC Certificates, FHLMC guarantees the timely payment of interest, and also
guarantees the payment of principal as payments are required to be made on the
underlying mortgage participation certificates issued and guaranteed as to
timely distribution of principal and interest by FNMA.

Parallel Pay Securities; PAC Bonds: Parallel pay CMOs and REMICS are structured
- ----------------------------------
to provide payments of principal on each payment date to more than one class.
These simultaneous payments are taken into account in calculating the stated
maturity date or final distribution date of each class, which must be retired by
its stated maturity date or final distribution date, but may be retired earlier.
Planned Amortization Class CMOs ("PAC Bonds") generally require payments of a
specified amount of principal on each payment date. PAC Bonds are always
parallel pay CMOs with the required principal payment on such securities having
the highest priority after interest has been paid to all classes.

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<PAGE>

is thus termed an interest-only class ("IO"), while the other class may receive
all of the principal payments and is thus termed the principal-only class
("PO"). The value of IOs tends to increase as rates rise and decrease as rates
fall; the opposite is true of POs. SMBs are extremely sensitive to changes in
interest rates because of the impact thereon of prepayment of principal on the
underlying mortgage securities. The market for SMBs is not as fully developed as
other markets; SMBs therefore may be illiquid.

Risk Factors: 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 condition 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.

RECEIPTS--Interests in separately traded interest and principal component parts
of U.S. Government obligations that are issued by banks or brokerage firms and
are created by depositing U.S. Government obligations into a special account at
a custodian bank. The custodian holds the interest and principal payments for
the benefit of the registered owners of the certificates or receipts. The
custodian arranges for the issuance of the certificates or receipts evidencing
ownership and maintains the register. Receipts include "Treasury Receipts"
("TRs"), "Treasury Investment Growth Receipts" ("TIGRs"), and "Certificates of
Accrual on Treasury Securities" ("CATS"). TIGRs and CATS are interests in
private proprietary accounts while TRs and STRIPS (see "U.S. Treasury
Obligations") are interests in accounts sponsored by the U.S. Treasury. Receipts
are sold as zero coupon securities; for more information, see "Zero Coupon
Securities."

REITs-REITs are trusts that invest primarily in commercial real estate or real
estate-related loans. The value of interests in REITS may be affected by the
value of the property owned or the quality of the mortgages held by the trust.

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

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<PAGE>

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

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

U.S. TREASURY OBLIGATIONS--U.S. Treasury Obligations consist of bills, notes and
bonds issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS")

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 actually 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.

WARRANTS--Warrants are instruments giving holders the right, but not the
obligation, to buy shares of a company at a given price during a specified
period.

WHEN-ISSUED SECURITIES 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 Portfolio will maintain with the custodian a separate account with liquid
high grade debt securities

-29-
<PAGE>

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 Portfolio before settlement. These securities are subject to
market fluctuation due to changes in market interest 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. Although
a Portfolio generally purchases securities on a when-issued or forward
commitment basis with the intention of actually acquiring securities for its
investment portfolio, a Portfolio may dispose of a when-issued security or
forward commitment prior to settlement if it deems appropriate.

ZERO COUPON SECURITIES--Zero coupon obligations are debt securities that do not
bear any interest, but instead are issued at a deep discount from par. The value
of a zero coupon obligation increases over time to reflect the interest
accreted. Such obligations will not result in the payment of interest until
maturity, and will have greater price volatility than similar securities that
are issued at par and pay interest periodically.

-30-
<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolios:
TURNER GROWTH EQUITY FUND
TURNER FIXED INCOME FUND
TURNER SMALL CAP FUND

Adviser:
TURNER INVESTMENT PARTNERS, INC.

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FINANCIAL MANAGEMENT CORPORATION

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

February 28, 1996
<PAGE>

FUND:
THE ADVISORS' INNER CIRCLE FUND

PORTFOLIOS:
TURNER GROWTH EQUITY FUND
TURNER FIXED INCOME FUND
TURNER SMALL CAP FUND

INVESTMENT ADVISER:
TURNER INVESTMENT PARTNERS, INC.

This Statement of Additional Information is not a prospectus and relates only to
the Turner Growth Equity Fund (the "Growth Portfolio"), the Turner Fixed Income
Fund (the "Fixed Income Portfolio") and the Turner Small Cap Fund (the "Small
Cap Portfolio") (each, a "Portfolio"). 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 February 28, 1996. The Prospectus may be
obtained by calling 1-800-932-7781.

TABLE OF CONTENTS

THE FUND............................................................ S-2
DESCRIPTION OF PERMITTED INVESTMENTS................................ S-2
INVESTMENT LIMITATIONS.............................................. S-5
THE ADVISER......................................................... S-7
THE ADMINISTRATOR................................................... S-8
THE DISTRIBUTOR..................................................... S-9
TRUSTEES AND OFFICERS OF THE FUND................................... S-9
COMPUTATION OF YIELD AND TOTAL RETURN............................... S-12
PURCHASE AND REDEMPTION OF SHARES................................... S-13
DETERMINATION OF NET ASSET VALUE.................................... S-13
TAXES............................................................... S-13
PORTFOLIO TRANSACTIONS.............................................. S-15
DESCRIPTION OF SHARES............................................... S-17
SHAREHOLDER LIABILITY............................................... S-18
LIMITATION OF TRUSTEES' LIABILITY................................... S-18
5% SHAREHOLDERS..................................................... S-18
EXPERTS............................................................. S-20
FINANCIAL........................................................... S-20
APPENDIX............................................................ A-1

February 28, 1996

TUR-F-009-06
<PAGE>

THE FUND

This Statement of Additional Information relates only to the Turner Growth
Equity Fund (the "Growth Portfolio"), Turner Fixed Income Fund (the "Fixed
Income Portfolio") and Turner Small Cap Fund (the "Small Cap Portfolio") (each,
a "Portfolio"). 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

FOREIGN SECURITIES

The Growth and Small Cap Portfolios may invest in U.S. dollar denominated
securities of foreign issuers. The Fixed Income Portfolio may invest in
securities issued or guaranteed by foreign governments, their political
subdivisions, agencies or instrumentalities, and may purchase obligations of
supranational entities. These instruments may subject these Portfolios to
investment risks that differ in some respects from those related to investments
in obligations of U.S. issuers. Such risks include future adverse political and
economic developments, possible imposition of withholding taxes on interest or
other income, possible seizure, nationalization, or expropriation of foreign
deposits, possible establishment of exchange controls or taxation at the source,
greater fluctuations in value due to changes in exchange rates, or the adoption
of other foreign governmental restrictions that might adversely affect the
payment of principal and interest on such obligations. Such investments may
also entail higher custodial fees and sales commissions than domestic
investments. Foreign issuers of securities or obligations often engage in
business practices different from those of domestic issuers of similar
securities, and there may be less information publicly available about foreign
issuers. Foreign issuers are, generally speaking, subject to less government
supervision and regulation and different accounting treatment than are those in
the United States.

S-2
<PAGE>

INVESTMENT COMPANY SHARES

Each Portfolio may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Portfolio. 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) securities (other than
treasury stock) issued by all investment companies represent more than 10% of
the total assets of the Portfolio. See also "Investment Limitations."

REPURCHASE AGREEMENTS

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

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

S-3
<PAGE>

U.S. GOVERNMENT SECURITIES

Each Portfolio may invest in securities issued or guaranteed by U.S. Government
agencies or instrumentalities such as the Government National Mortgage
Association ("GNMA"), the Federal National Mortgage Association ("FNMA") and the
Federal Home Loan Mortgage Corporation ("FHLMC"). Obligations of GNMA are backed
by the full faith and credit of the United States Government. Obligations of
FNMA and FHLMC are not backed by the full faith and credit of the United States
Government but are considered to be of high quality since they are considered to
be instrumentalities of the United States. The market value and interest yield
of these securities can vary due to market interest rate fluctuations and early
prepayments of underlying mortgages. These securities represent ownership in a
pool of federally insured mortgage loans with a maximum maturity of 30 years.
However, due to scheduled and unscheduled principal payments, GNMA certificates
have a shorter average maturity and, therefore, less principal volatility than a
comparable 30-year bond. Since prepayment rates vary widely, it is not possible
to accurately predict the average maturity of a particular GNMA pool. The
scheduled monthly interest and principal payments relating to mortgages in the
pool will be "passed through" to investors. GNMA securities differ from
conventional bonds in that principal is paid back to the certificate holders
over the life of the loan rather than at maturity. As a result, there will be
monthly scheduled payments of principal and interest. In addition, there may be
unscheduled principal payments representing prepayments on the underlying
mortgages. Although GNMA certificates may offer yields higher than those
available from other types of U.S. Government securities, GNMA certificates may
be less effective than other types of securities as a means of "locking in"
attractive long-term rates because of the prepayment feature. For instance, when
interest rates decline, the value of a GNMA certificate likely will not rise as
much as comparable debt securities due to the prepayment feature. In addition,
these prepayments can cause the price of a GNMA certificate originally purchased
at a premium to decline in price to its par value, which may result in a loss.

Each Portfolio may invest in Separately Traded Interest and Principal Securities
("STRIPS"), which are component parts of U.S. Treasury Securities traded through
the Federal Book-Entry System. The Adviser will purchase only those STRIPS that
it determines are liquid or, if illiquid, do not violate the Portfolio's
investment policy concerning investments in illiquid securities. While there is
no limitation on the percentage of a Portfolio's assets that may be comprised of
STRIPS, the Adviser will monitor the level of such holdings to avoid the risk of
impairing shareholders' redemption rights.

S-4
<PAGE>

WHEN-ISSUED SECURITIES

When-issued securities involve the purchase of debt obligations on a when-issued
basis, in which case delivery and payment normally take place within 45 days
after the date of commitment to purchase. A Portfolio 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. The
when-issued securities are subject to market fluctuation, and no interest
accrues on the security to the purchaser during this period. The payment
obligation and the interest rate that will be received on the securities are
each fixed at the time the purchaser enters into the commitment. Purchasing
obligations on a when-issued basis has the effect of leveraging and can involve
a risk that the yields available in the market when the delivery takes place may
actually be higher than those obtained in the transaction itself. In that case
there could be an unrealized loss at the time of delivery.

Segregated accounts will be established with the custodian, and a Portfolio will
maintain liquid assets (cash, U.S. Government obligations or liquid high quality
obligations) in an amount at least equal in value to its commitments to purchase
when-issued securities. If the value of these assets declines, the Portfolio
will place additional liquid assets in the account on a daily basis so that the
value of the assets in the account is equal to the amount of such commitments.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of each Portfolio
which cannot be changed with respect to a Portfolio without the consent of the
holders of a majority of that Portfolio's outstanding shares. The term
"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.

No Portfolio may:

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

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

S-5
<PAGE>

may prescribe by rules and regulations, reduce the amount of its borrowings
to such an extent that the asset coverage of such borrowings shall be at
least 300%. This borrowing provision is included solely for temporary
liquidity or emergency purposes. All borrowings will be repaid before
making investments and any interest paid on such borrowings will reduce
income.

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

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

10. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

S-6
<PAGE>

NON-FUNDAMENTAL POLICIES

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

1. No Portfolio may write or purchase puts, calls, options or combinations
thereof.

2. The Growth and Fixed Income Portfolios may not invest in warrants.

3. No Portfolio may invest in illiquid securities in an amount exceeding, in
the aggregate, 10% of its assets. An illiquid security is a security which
cannot be disposed of promptly (within seven days), and in the usual course
of business for the value at which the Portfolio values the security on its
books, and includes repurchase agreements maturing in excess of seven days,
time deposits with a withdrawal penalty, non-negotiable instruments and
instruments for which no market exists.

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

5. No Portfolio may invest more than 10% of its total assets in the securities
of issuers which together with any predecessors have a record of less than
three years continuous operation.

6. The Growth and Small Cap Portfolios may not invest (i) more than 5% of its
net assets in warrants or (ii) more than 2% of its net assets in warrants
which are not traded on the New York Stock Exchange or the American Stock
Exchange.

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

THE ADVISER

The Fund and Turner Investment Partners, Inc. (the "Adviser") have entered into
an advisory agreement ("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.

S-7
<PAGE>

by any state in which the shares of the Portfolio are registered, the Adviser
will bear the amount of such excess. The Adviser will not be required to bear
expenses of any Portfolio to an extent which would result in the Portfolio's
inability to qualify as a regulated investment company under provisions of the
Internal Revenue Code of 1986, as amended (the "Code"). For the fiscal years
ended October 31, 1995, 1994 and 1993, the Adviser was paid $897,405, $613,070
and $113,440 and waived fees of $0, $114,486 and $123,486, respectively for the
Growth Portfolio. For the fiscal years ended October 31, 1995 and 1994, the
Adviser waived all fees due it under the Advisory Agreement in respect to the
Small Cap Portfolio Agreement and reimbursed expenses of $11,944 and $66,551,
respectively. The Fixed Income Portfolio was not in operation during these
periods.

To the extent a Portfolio purchases securities of open-end investment companies,
the Adviser will waive its advisory fee on that portion of the Portfolio's
assets invested in such securities.

The continuance of the Advisory Agreement as to any Portfolio 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 that Portfolio, and (ii) by the
vote of a majority of the Trustees who are not parties to the Advisory Agreement
or "interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval. The Advisory Agreement will
terminate automatically in the event of its assignment, and is terminable at any
time without penalty by the Trustees of the Fund or, with respect to any
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.

THE ADMINISTRATOR

The Fund and SEI Financial Management Corporation (the "Administrator") have
entered into an administration agreement (the "Administration Agreement"). The
Administration Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect for a period of two years after
the effective date of the agreement and shall continue in effect for successive
periods of two years unless terminated by either party on not less than 90 days'
prior written notice to the other party. For the fiscal years ended October 31,
1995, 1994 and 1993, the Administrator received fees of $214,591, $164,423 and
$59,158, respectively, for the Growth Portfolio. For the fiscal years ended
October 31, 1995 and 1994, the Administrator received fees of $75,000 and
$54,658 for the Small Cap Portfolio. The Fixed Income Fund was not in operation
during these periods.

S-8
<PAGE>

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

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary of
SEI, and the Fund are parties to a distribution agreement dated November 14,
1991 (the "Distribution Agreement"). The Distributor will not receive
compensation for the distribution of shares of any Portfolio.

TRUSTEES AND OFFICERS OF THE FUND

S-9
<PAGE>

SEI Financial Management Corporation, 680 E. Swedesford Road, Wayne,
Pennsylvania 19087-1658. Certain officers of the Fund also serve as Trustees
and/or officers of The Achievement Funds Trust, The Advisors' Inner Circle Fund,
The Arbor Fund, ARK Funds, Bishop Street Funds, The Compass Capital Group,
Conestoga Family of Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, FFB
Lexicon Funds, First American Investment Funds, Inc., First American Funds,
Inc., Insurance Investment Products Trust, Inventor Funds, Inc., Marquis
Funds(R), Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar
Funds, Rembrandt Funds(R), 1784 Funds, SEI Daily Income Trust, SEI Index Funds,
SEI Institutional Managed Trust, SEI International Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds and STI Classic
Variable Trust.

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.

S-10
<PAGE>

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Ten Post Office Square South,
Boston, MA 02109. Retired since 1993. Formerly, Partner of Dechert Price &
Rhoads (law firm).

SANDRA K. ORLOW (DOB 10/18/53) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1983.

ROBERT B. CARROLL (DOB 02/26/60) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since 1994. United States SEC, Division of Investment Management, (1990-1994).
Associate, McGuire, Woods, Battle & Boothe (law firm) before 1990.

S-11
<PAGE>

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

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

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

The following table exhibits Trustee compensation for the fiscal year ended
October 31, 1995.
<TABLE>
<CAPTION>
Total
Compensation
From Registrant
and Fund
Aggregate Compensation Pension or Complex* Paid to
From Registrant for the Retirement Benefits Estimated Trustees for the
Fiscal Year Ended Accrued as Part of Annual Benefits Fiscal Year Ended
Name of Person, Position October 31, 1995 Fund Expenses Upon Retirement October 31, 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

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

COMPUTATION OF YIELD AND TOTAL RETURN

S-12
<PAGE>

investment in the Portfolio over a specified 30-day period. The yield is
calculated by assuming that the income generated by the investment during that
30-day period is generated in each period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated according
to the following formula:

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

For the 30-day period ended October 31, 1995, the Growth Portfolio's yield was
.50%, and the Small Cap Portfolio's yield was (.88%). The Fixed Income
Portfolio was not in operation during this 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 the Portfolio commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula: P (1 + T)/n/ = ERV, where P = a hypothetical initial payment
of $1,000; T = average annual total return; n = number of years; and ERV =
ending redeemable value, as of the end of the designated time period, of a
hypothetical $1,000 payment made at the beginning of the designated time period.

For the fiscal year ended October 31, 1995, and for the period from March 11,
1992 (commencement of operations) through October 31, 1995, the total return for
the Growth Portfolio was 21.15% and 12.57%, respectively. For the fiscal year
ended October 31, 1995 and the period from February 7, 1994 (commencement of
operations) through October 31, 1995, the total return for the Small Cap
Portfolio was 47.52% and 31.45%, respectively. The Fixed Income Portfolio was
not in operation during these periods.

PURCHASE AND REDEMPTION OF SHARES

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

S-13
<PAGE>

DETERMINATION OF NET ASSET VALUE

TAXES

FEDERAL INCOME TAX

S-14
<PAGE>

certain other income; (ii) the Portfolio must derive less than 30% of its gross
income each taxable year from the sale or other disposition of stocks or
securities held for less than three months; (iii) at the close of each quarter
of the Portfolio's taxable year, at least 50% of the value of its total assets
must be represented by cash and cash items, U.S. Government securities,
securities of other RICs and other securities, with such other securities
limited, in respect to any one issuer, to an amount that does not exceed 5% of
the value of the Portfolio's assets and that does not represent more than 10% of
the outstanding voting securities of such issuer; and (iv) at the close of each
quarter of the Portfolio's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer or of two or more issuers which
the Portfolio controls or which are engaged in the same, similar or related
trades or business.

Notwithstanding the Distribution Requirement described above, which requires
only that the Portfolio distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss),
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.

S-15
<PAGE>

STATE TAXES

PORTFOLIO TRANSACTIONS

The Adviser is authorized to select brokers and dealers to effect securities
transactions for the Portfolios. The Adviser will seek to obtain the most
favorable net results by taking into account various factors, including price,
commission, if any, size of the transactions and difficulty of executions, the
firm's general execution and operational facilities and the firm's risk in
positioning the securities involved. While the Adviser generally seeks
reasonably competitive spreads or commissions, a Portfolio will not necessarily
be paying the lowest spread or commission available. The Adviser seeks to
select brokers or dealers that offer a Portfolio best price and execution or
other services which are of benefit to the Portfolio.

The Adviser may, consistent with the interests of the Portfolio, select brokers
on the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received by
the Adviser will be in addition to and not in lieu of the services required to
be performed by the Adviser under the Advisory Agreement. If, in the judgment of
the Adviser, a Portfolio or other accounts managed by the Adviser will be
benefitted by supplemental research services, the Adviser is authorized to pay
brokerage commissions to a broker furnishing such services which are in excess
of commissions which another broker may have charged for effecting the same
transaction. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing information on
economic factors and trends; assisting in determining portfolio strategy;
providing computer software used in security analyses; and providing portfolio
performance evaluation and technical market analyses. The expenses of the
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to the Portfolio or account generating the brokerage, and there can
be no guarantee that the Adviser will find all of such services of value in
advising that Portfolio. For the fiscal years ended October 31, 1994 and 1993,
the Growth Portfolio directed transactions amounting to $82,676,830.12 and
$12,934,713, respectively, to broker-dealers for research services, and paid
commissions of $57,298.22 and $20,086 on those transactions. For the fiscal year
ended October 31, 1994, the Small Cap Portfolio directed transactions amounting
to $0 to broker-dealers for research services, and paid commissions of $0 on
those transactions. For the fiscal year ended October 31, 1995 the Growth and
Small Cap Portfolios directed no

S-16
<PAGE>

transactions to broker-dealers for research services. The Fixed Income Portfolio
was not in operation during this period.

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 a Portfolio on an exchange if a written contract is in effect
between the Fund and the Distributor expressly permitting the Distributor to
receive and retain such compensation. These rules further require that
commissions paid to the Distributor by a Portfolio for exchange transactions not
exceed "usual and customary" brokerage commissions. The rules define "usual and
customary" commissions to include amounts which are "reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a comparable
period of time." The Trustees, including those who are not "interested persons"
of the Fund, have adopted procedures for evaluating the reasonableness of
commissions paid to the Distributor and will review these procedures
periodically.

For the fiscal years ended October 31, 1995, 1994 and 1993, the Growth Portfolio
paid the Distributor brokerage commissions in the aggregate amount of $1,314,
$153,384 and $42,570, respectively. For the fiscal year ended October 31, 1995,
the Growth Portfolio paid to the Portfolio represented 0% of the aggregate
brokerage commissions which were paid on transactions that represented 10% of
the aggregate dollar amount of transactions that incurred commissions paid by
the Portfolio. Aggregate brokerage commissions paid by the Growth Portfolio for
the fiscal years ended October 31, 1995, 1994 and 1993 were $581,138, $497,901
and $123,642, respectively.

For the fiscal year ended October 31, 1995, the Small Cap Portfolio paid the
Distributor brokerage commissions in the aggregate amount of $157, which
represented 0% of the aggregate brokerage commissions for such period and which
were paid on transactions that represented 27% of the aggregate dollar amount of
transactions that incurred commissions paid by that Portfolio during such
period. For the fiscal year ended October 31, 1994, the Small Cap Portfolio
paid the Distributor brokerage commissions in the aggregate amount of $450.
Aggregate brokerage commissions paid by the Small Cap Portfolio for the fiscal
period ended October 31, 1995 and 1994 were $41,882 and $22,495, respectively.
The Fixed Income Portfolio was not in operation during such periods.

Because no Portfolio markets its shares through intermediary brokers or dealers,
it is not the Portfolios' practice to allocate brokerage or principal business
on the basis of sales of its shares which may be made through such firms.
However, the Adviser may place portfolio orders with qualified broker-dealers
who recommend a Portfolio's shares to clients, and may, when a number of brokers
and dealers can provide best net results

S-17
<PAGE>

on a particular transaction, consider such recommendations by a broker or dealer
in selecting among broker-dealers.

The Fund is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act, which the Fund has acquired
during its most recent fiscal year. As of October 31, 1995, the Turner Growth
Portfolio held $847,875 of equity securities issued by Donaldson, Lufkin &
Jenrette.

For the fiscal years ended October 1, 1994 and 1995, the portfolio turnover rate
for each of the Portfolios was as follows:
<TABLE>
<CAPTION>
========================================================
TURNOVER RATE
----------------
PORTFOLIO 1994 1995
- --------------------------------------------------------
<S> <C> <C>
Growth Portfolio 164.81 177.86%
Fixed Income Portfolio * *
Small Cap Portfolio 173.92% 183.49%
========================================================
</TABLE>
*Not in operation during the period.

DESCRIPTION OF SHARES

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

SHAREHOLDER LIABILITY

S-18
<PAGE>

LIMITATION OF TRUSTEES' LIABILITY

5% SHAREHOLDERS

As of February 6, 1996, the following were the only persons who were record
owners (or to the Fund's knowledge, beneficial owners) of 5% or more of a
Portfolio's shares:
<TABLE>
<CAPTION>
Turner Growth Equity Fund

SHAREHOLDER NUMBER OF SHARES %
<S> <C> <C>
CoreStates Bank NATTEE 409,566.593 5.96%
Montgomery, McCracken,
Walker & Rhoad
P.O. Box 7829
Philadelphia, PA 19101

Plumbers Local Union #690 411,215.897 5.84%
Pension Fund
2791 Southhampton Road
Philadelphia, PA 19154

Batrus & Co. 1,058,589.610 15.03%
c/o Bankers Trust Co.
P.O. Box 9005
Church Street Station
New York, NY 10006

Retirement Plan for Employees 523,528.884 7.43%
Bridgeport Hospital
c/o People's Bank Trust Dept.
850 Main Street, 13th Floor
Bridgeport, CT 06604
</TABLE>

S-19

<PAGE>

<TABLE>
<S> <C> <C>
Saul & Co. 375,349.709 5.33%
FBO Sheet Metal Annuity
c/o First Fidelity Bank
P.O. Box 1289
Newark, NJ 07102

McNeil Acquisition Partners LP 428,717.3220 6.09%
P.O. Box 803598
Dallas, TX 75380

Turner Small Cap Fund 339,665.220 31.05%
Navy-Marine Corps Relief Society
801 N. Randolph St., STE 1228
Arlington, VA 22203

John C. Weber, Jr. 78,304.894 7.16%
P.O. Drawer 2108C
Ocala, FL 32678

Christina Weber Trust 77,809.434 7.11%
Live Oak Farm
9275 SW 9th Street
Ocala, FL 32674

Charles Schwab & Co. 91,616.545 8.37%
Attn.: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

The Rosses Investment LP 62,220.705 5.69%
</TABLE>

The Fund believes that most of the shares referred to above were held by the
persons indicated in accounts for their fiduciary, agency or custodial
customers.

EXPERTS

FINANCIAL STATEMENTS

S-20
<PAGE>

APPENDIX

The following descriptions are summaries of published ratings.

DESCRIPTION OF CORPORATE BOND RATINGS

Bonds rated AAA have the highest rating Standard & Poor's Corporation ("S&P")
assigns to a debt obligation. Such a rating indicates an extremely strong
capacity to pay principal and interest. Bonds rated AA by S&P also qualify as
high-quality debt obligations. Capacity to pay principal and interest is very
strong, and differs from AAA issues only in small degree. Debt rated A by S&P
has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.

Bonds rated BBB by S&P are considered as medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Bonds rated Aaa by Moody's Investors Service, Inc. ("Moody's") are judged to be
of the best quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged". Interest payments are protected by a
large, or an exceptionally stable, margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues. Bonds rated Aa by Moody's are judged by Moody's to be of high quality
by all standards. Together with bonds rated Aaa, they comprise what are
generally known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat larger than
in Aaa securities.

Bonds rated A by Moody's possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. Debt rated
Baa by Moody's is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

A-1
<PAGE>

A-2
<PAGE>

Fitch uses plus and minus signs with a rating symbol to indicate the relative
position of a credit within the rating category. Plus and minus signs, however,
are not used in the AAA category. Bonds rated AAA by Fitch are considered to be
investment grade and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events. Bonds rated AA by
Fitch are considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+. Bonds
rated A by Fitch are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings. Bonds
rated BBB by Fitch are considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

Bonds rated AAA by Duff are judged by Duff to be of the highest credit quality,
with negligible risk factors being only slightly more than for risk-free U.S.
Treasury debt. Bonds rated AA by Duff are judged by Duff to be of high credit
quality with strong protection factors and risk that is modest but that may vary
slightly from time to time because of economic conditions. Bonds rated A by
Duff are judged by Duff to have average but adequate protection factors.
However, risk factors are more variable and greater in periods of economic
stress. Bonds rated BBB by Duff are judged by Duff as having below average
protection factors but still considered sufficient for prudent investment, with
considerable variability in risk during economic cycles.

Obligations rated AAA by IBCA have the lowest expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial, such
that adverse changes in business, economic or financial conditions are unlikely
to increase investment risk significantly. Obligations for which there is a
very low expectation of investment risk are rated AA by IBCA. Capacity for
timely repayment of principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase investment risk albeit
not very significantly. Obligations for which there is a low expectation on
investment risk are rated A by IBCA. Capacity for timely repayment of principal
and interest is strong, although adverse changes in business, economic or
financial conditions may lead to increased investment risk. Obligations for
which there is currently a low expectation of investment risk are rated BBB by
IBCA. Capacity for timely repayment of principal and interest is adequate,
although adverse changes in business, economic or financial conditions are more
likely to lead to increased investment risk than for obligations in higher
categories.
<PAGE>

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1, 1 +, and 2 to indicate the relative degree of safety. Issues rated
A-1+ are those with an "overwhelming degree" of credit protection. Those rated
A-1 reflect a "very strong" degree of safety regarding timely payment. Those
rated A-2 reflect a satisfactory degree of safety regarding timely payment but
not as high as A-1.

Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by good fundamental
protection factors. Risk factors are minor. Duff has incorporated gradations
of 1+ and 1- to assist investors in recognizing quality differences within this
highest tier. Paper rated Duff-1+ has the highest certainty of timely payment,
with outstanding short-term liquidity and safety just below risk-free U.S.
Treasury short-term obligations. Paper rated Duff-1- has high certainty of
timely payment with strong liquidity factors which are supported by good
fundamental protection factors. Risk factors are very small. Paper rated Duff-
2 is regarded as having good certainty of timely payment, good access to capital
markets (although ongoing funding may enlarge total financing requirements) and
sound liquidity factors and company fundamentals. Risk factors are small.

A-4
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Trustees of Turner Growth Equity Fund and Turner Small
Cap Fund of The Advisors' Inner Circle Fund:

We have audited the accompanying statements of net assets of Turner Growth
Equity Fund and Turner Small Cap Fund (two of the funds constituting The
Advisors' Inner Circle Fund) as of October 31, 1995, and the related statements
of operations, changes in net assets and financial highlights for the periods
presented. These financial statements and financial highlights are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Turner Growth Equity Fund and Turner Small Cap Fund of The Advisors' Inner
Circle Fund as of October 31, 1995, the results of their operations, changes in
their net assets, and financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
December 5, 1995
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
Value
TURNER GROWTH EQUITY FUND Shares (000)
- ----------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK -- 98.7%
AIR TRANSPORTATION -- 0.9%
Delta Air Lines 15,300 $ 1,004
--------
AIRCRAFT -- 1.2%
Boeing 22,080 1,449
--------
APPAREL/TEXTILES --1.1%
Tommy Hilfiger* 35,000 1,334
--------
AUTO & TRUCK RELATED -- 1.7%
Chrysler 18,400 950
General Motors 24,200 1,059
--------
2,009
--------
BANKS -- 4.1%
Ahmanson H F 27,988 700
Chemical Bank 25,210 1,434
First Bank System 21,500 1,070
Nationsbank 24,220 1,592
--------
4,796
--------
BASIC CHEMICALS -- 1.7%
Morton International 36,820 1,123
Sigma Aldrich 18,070 858
--------
1,981
--------
COMMUNICATIONS -- 9.8%
Airtouch Communications* 43,570 1,242
Ascend Communications* 37,440 2,434
Cascade Communications* 18,260 1,301
Glenayre Technologies* 8,980 577
Tele-Communications, Cl A* 85,380 1,451
Ultratech Stepper* 31,010 1,240
Bellsouth 8,870 679
Comcast Special, Cl A 73,545 1,315
HBO 15,920 1,126
--------
11,365
--------
COMPUTERS & SERVICES -- 16.4%
America Online* 15,000 1,200
Bay Networks* 37,500 2,485
Cirrus Logic* 18,750 790
Cisco Systems* 20,000 1,550
Compaq Computer* 28,850 1,608
Informix* 30,270 $ 882
Intuit* 13,840 996
Medic Computer Systems* 13,080 697
Microsoft* 16,220 1,622
Netscape Communications* 14,870 1,309
Oracle* 36,800 1,605
UUNET Technologies* 14,940 908
First Data 20,900 1,382
Hewlett Packard 13,870 1,285
National Data 25,400 673
--------
18,992
--------
CONCRETE & MINERAL PRODUCTS -- 1.0%
Owens Corning Fiberglass* 27,620 1,170
--------
ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT --
8.9%
3COM* 18,490 869
Applied Materials* 43,640 2,188
Atmel* 18,880 590
Komag* 16,700 952
LSI Logic* 25,000 1,178
Silicon Valley Group* 26,140 846
Worldcom* 39,460 1,287
Intel 23,000 1,607
Micron Technology 10,390 734
--------
10,251
--------
ENERGY & POWER -- 0.9%
California Energy* 54,570 989
--------
FINANCIAL SERVICES -- 3.5%
Donaldson, Lufkin, & Jenrette* 28,500 848
Block H & R 29,440 1,215
First USA 19,370 891
Household International 19,510 1,097
--------
4,051
--------
FOOD, BEVERAGE & TOBACCO -- 8.8%
Chiquita Brands International 56,390 916
Coca Cola 17,230 1,238
Dole Food 40,000 1,505
Pepsico 35,120 1,853
Philip Morris 23,680 2,001
Sara Lee 50,000 1,469
Seagram 32,720 1,178
--------
10,160
--------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
TURNER GROWTH EQUITY Value
FUND (Continued) Shares (000)
- ----------------------------------------------------------------------------
<S> <C> <C>

FOOTWEAR -- 1.3%
Just For Feet* 27,050 $ 639
Nine West Group* 20,000 890
--------
1,529
--------
GRAIN MILL PRODUCTS -- 1.0%
Ralston Purina 19,460 1,155
--------
HEALTHCARE -- 6.3%
Amgen* 18,130 870
Boston Scientific* 22,290 939
Columbia HCA Healthcare 28,340 1,392
Johnson & Johnson 14,020 1,143
Medtronic 30,000 1,732
Merck 21,300 1,225
--------
7,301
--------
INSURANCE -- 4.1%
Phycor* 16,665 612
Aetna Life & Casualty 20,450 1,439
The PMI Group 17,120 822
United Healthcare 36,200 1,923
--------
4,796
--------
LUMBER & WOOD PRODUCTS -- 1.0%
Georgia-Pacific 13,410 1,106
--------
MACHINERY -- 0.6%
Smith International* 40,000 640
--------
METAL & METAL INDUSTRIES -- 3.4%
Engelhard 68,680 1,709
Phelps Dodge 18,090 1,146
Reynolds Metals 20,480 1,032
--------
3,887
--------
OIL & GAS -- 7.9%
Apache 65,510 1,671
Exxon 19,570 1,495
Helmerich & Payne 25,000 647
Mobil 20,000 2,015
Texaco 30,000 2,043
USX-Marathon Group 73,430 1,303
--------
9,174
--------

PAPER & PAPER PRODUCTS -- 1.1%
Kimberly Clark 17,446 $ 1,267
--------
RAILROADS -- 1.8%
CSX 14,470 1,211
Union Pacific 14,020 917
--------
2,128
--------
RECREATIONAL PRODUCTS & SERVICES -- 2.2%
Mirage Resorts* 34,420 1,127
Walt Disney 24,950 1,438
--------
2,565
--------
RETAIL -- 5.5%
Corporate Express* 48,935 1,278
Micro Warehouse* 24,440 1,088
Officemax* 50,000 1,238
Petsmart* 30,000 1,005
Sunglass Hut International* 40,600 1,106
Zale* 40,530 598
--------
6,313
--------
UTILITIES, ELECTRIC, & GAS -- 2.5%
AES* 46,950 927
Southern 56,070 1,339
Ultramar 26,640 649
--------
2,915
--------
TOTAL COMMON STOCK
(Cost $93,879,341) 114,327
--------
REPURCHASE AGREEMENTS -- 0.1%
Lehman Brothers 5.560%, dated 10/31/95, matures 11/01/95,
repurchase price $152,982 (collateralized by U.S. Treasury
Note, par value $151,419, 7.500%, matures 01/31/97: market
value $157,618) 153
--------
TOTAL REPURCHASE AGREEMENTS (Cost $152,982) 153
--------
TOTAL INVESTMENTS -- 98.8%
(Cost $94,032,323) 114,480
--------
OTHER ASSETS AND LIABILITIES -- 1.2%
Other Assets and Liabilities, Net 1,339
--------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

<TABLE>
<CAPTION>
TURNER GROWTH EQUITY FUND (Concluded)
- ------------------------------------------------------------------------------
<S> <C>
NET ASSETS:
Portfolio shares (unlimited authorization-- no par value)
based on 7,735,310 outstanding shares of beneficial interest $ 89,664
Net investment loss (40)
Accumulated net realized gain on investments 5,747
Net unrealized appreciation on investments 20,448
--------
TOTAL NET ASSETS: -- 100.0% $115,819
========
Net Asset Value, Offering Price and Redemption Price Per Share $14.97
========
</TABLE>

* Non-income producing security.
The accompanying notes are an integral part of the financial statements.

<TABLE>
<CAPTION>
Market
Value
TURNER SMALL CAP FUND Shares (000)
- ---------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK -- 97.7%
AIR TRANSPORTATION -- 2.0%
American West Airlines* 6,000 $ 82
Midwest Express Holdings* 7,034 176
-------
258
-------
APPAREL/TEXTILES -- 1.4%
Tommy Hilfiger* 3,210 122
Westpoint Stevens* 2,630 56
-------
178
-------
BANKS -- 1.2%
TCF Financial 2,700 159
-------
BASIC CHEMICALS -- 2.6%
Applied Extrusion Technologies* 9,600 148
NL Industries* 6,490 84
International Specialty Products 12,790 110
-------
342
-------
BROADCASTING, NEWSPAPERS & ADVERTISING -- 0.6%
Clear Channel Communications* 920 75
-------
COMMUNICATIONS -- 9.1%
Apac Teleservices* 3,450 $ 87
Ascend Communications* 2,680 174
Brightpoint* 3,950 75
Cascade Communications* 1,880 134
Coherent Communications Systems* 6,100 125
Picturetel* 2,300 152
Premisys Communications* 2,000 179
Transaction Network Services* 4,000 92
U.S. Order* 3,240 49
Ultratech Stepper* 3,050 122
-------
1,189
-------
COMPUTERS & SERVICES -- 23.4%
America Online* 1,770 142
Arcsys* 2,320 97
Aspen Technology* 4,390 121
Avid Technology* 4,300 188
Checkfree* 10,700 226
Computervision* 2,600 31
Dendrite International* 7,700 134
Discreet Logic* 2,490 142
HNC Software* 3,800 97
Macro Media* 4,340 161
Maxis* 1,600 71
Medic Computer Sytems* 2,160 115
Netcom On Line Communication Services* 2,200 128
Netscape Communications* 2,120 187
Pure Software* 4,850 178
Shiva* 1,950 117
Spyglass* 2,300 114
Tivoli Systems* 3,550 114
Transaction Systems Architects* 3,105 81
UUNET Technologies* 3,957 242
Verity* 2,970 109
Fair Isaac 3,560 96
National Data 6,127 162
-------
3,053
-------
CONCRETE & MINERAL PRODUCTS -- 1.0%
USG* 4,400 128
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
TURNER SMALL CAP FUND Value
(Continued) Shares (000)
- ----------------------------------------------------------------------------
<S> <C> <C>
CONSUMER PRODUCTS -- 2.2%
Department 56* 1,380 $ 63
Guest Supply* 4,200 79
Oakley* 4,190 144
-------
286
-------
ELECTRONIC AND OTHER ELECTRICAL
EQUIPMENT -- 5.8%
Burr-Brown* 3,510 114
Komag* 1,390 79
Oak Technology* 2,750 151
Ontrak Systems* 2,870 56
Sierra Semiconductor* 4,690 84
Silicon Valley Group* 4,770 155
Belden 4,910 118
-------
757
-------
FINANCIAL SERVICES -- 6.2%
Credit Acceptance* 3,420 80
Imperial Credit Industries* 5,400 78
Jayhawk Acceptance* 12,050 144
Litchfield Financial* 3,450 52
Markel* 920 69
Stormedia* 2,050 94
WFS Financial* 5,950 99
Mutual Risk Management 2,600 96
The Money Store 2,463 99
-------
811
-------
FOOD, BEVERAGE & TOBACCO -- 2.5%
Redhook Ale Brewery* 3,315 98
Robert Mondavi* 5,880 166
Interstate Bakeries 3,110 66
-------
330
-------
FOOTWEAR -- 1.4%
Just For Feet* 3,345 79
Nine West Group* 2,490 111
-------
190
-------
HEALTHCARE -- 3.0%
Amerisource Health* 2,550 69
Idexx Laboratories* 2,700 110
Ornda Health* 5,400 95
Physician Sales & Services* 7,675 125
-------
399
-------
HOUSEHOLD PRODUCTS -- 0.5%
RPM 3,520 $ 68
-------
INSURANCE -- 6.8%
Compdent* 5,550 173
Phycor* 3,600 132
Total Renal Care Holdings* 4,634 94
United Dental Care* 4,100 125
CMAC Investment 2,710 129
The PMI Group 2,600 125
Vesta Insurance Group 2,675 108
-------
886
-------
MACHINERY -- 2.7%
C.P. Clare* 4,650 120
Plasma & Materials Technologies* 5,700 66
PRI Automation* 2,280 84
Smith International* 5,100 82
-------
352
-------
MEASURING DEVICES -- 2.2%
Cognex* 1,050 63
Fore Systems* 2,300 122
Veeco Instruments* 4,260 102
-------
287
-------
MEDICAL PRODUCTS & SERVICES -- 2.7%
Medisense* 4,250 91
Medpartners* 2,000 56
Nellcor* 1,740 100
Orthodontic Centers of America* 3,250 104
-------
351
-------
OIL & GAS -- 4.1%
BJ Services* 3,850 90
Citation* 9,040 169
Energy Ventures* 6,000 114
Falcon Drilling* 9,600 100
Nabors Industries* 7,720 67
-------
540
-------
PACKAGING -- 1.0%
Sealed Air* 5,020 132
-------
PAPER & PAPER PRODUCTS -- 0.4%
Boise Cascade 1,640 59
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
<TABLE>
<CAPTION>
Market
Value
TURNER SMALL CAP FUND (Concluded) Shares (000)
- ---------------------------------------------------------------------------
<S> <C> <C>
PROFESSIONAL SERVICES -- 5.6%
ABR Information Services* 4,500 $ 133
Concord EFS* 3,165 109
PMT Services* 4,240 114
Quintiles Transnational* 2,500 161
RTW* 4,740 115
Loewen Group 2,430 97
-------
729
-------
RAILROADS -- 1.5%
Wisconsin Central* 2,040 123
Illinois Central 1,990 76
-------
199
-------
RECREATIONAL PRODUCTS & SERVICES -- 0.5%
Station Casinos* 4,700 61
-------
RETAIL -- 7.3%
Baby Superstore* 1,320 62
Corporate Express* 5,120 134
Eastbay* 5,450 116
Kenneth Cole Production* 1,510 62
Officemax* 5,385 133
Petsmart* 5,065 169
Sunglass Hut International* 4,400 120
U.S. Office Products* 5,410 93
Zale* 4,400 65
-------
954
-------
TOTAL COMMON STOCK
(Cost $9,769,556) 12,773
-------
REPURCHASE AGREEMENTS -- 6.9%
Lehman Brothers 5.560%, dated 10/31/95, matures 11/01/95,
repurchase price $894,718 (collateralized by U.S. Treasury
Note, par value $885,575, 7.500%, matures 01/31/97: market
value $921,828) 895
-------
TOTAL REPURCHASE AGREEMENTS (Cost $894,718) 895
-------
</TABLE>
<TABLE>
<CAPTION>
Market
Value
(000)
- ---------------------------------------------------------------------------
<S> <C>
TOTAL INVESTMENTS -- 104.6%
(Cost $10,664,274 $13,668
-------
OTHER ASSETS AND LIABILITIES -- (4.6%)
Payable for Securities Purchased (688)
Other Assets and Liabilities, Net 92
-------
TOTAL OTHER ASSETS AND LIABILITIES (596)
=======
NET ASSETS:
Portfolio shares (unlimited authorization--no par value) based on
812,803 outstanding shares of beneficial interest 9,154
Net investment loss (8)
Accumulated net realized gain on investments 922
Net unrealized appreciation on investments 3,004
-------
TOTAL NET ASSETS: -- 100.0% $13,072
=======
Net Asset Value, Offering Price and Redemption Price Per Share $ 16.08
=======
</TABLE>
* Non-income producing security.

The accompanying notes are an integral part of the financial statements.

<PAGE>

STATEMENT OF OPERATIONS THE ADVISORS' INNER CIRCLE FUND

For the year ended October 31, 1995
<TABLE>
<CAPTION>
TURNER TURNER
GROWTH EQUITY SMALL CAP
FUND FUND
------------- -----------
11/01/94 11/01/94
TO 10/31/95 TO 10/31/95
(000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
Investment Income:
Dividend Income..................................... $ 1,905 $ 30
Interest Income..................................... 155 17
- --------------------------------------------------------------------------------
Total Investment Income............................ 2,060 47
- --------------------------------------------------------------------------------
Expenses:
Administrator Fees.................................. 215 75
Investment Advisory Fees............................ 897 82
Investment Advisory Fee Waiver...................... -- (82)
Contributions by Adviser............................ -- (12)
Custodian Fees...................................... 14 6
Transfer Agent Fees................................. 24 12
Professional Fees................................... 49 15
Trustee Fees........................................ 6 2
Registration Fees................................... (5) 1
Pricing Fees........................................ 5 --
Printing Expense.................................... 16 1
Amortization of Deferred Organizational Costs....... 3 2
Insurance and Other Fees............................ 10 1
Directed Brokerage.................................. (109) --
- --------------------------------------------------------------------------------
Total Expenses..................................... 1,125 103
- --------------------------------------------------------------------------------
Net Investment Income (Loss)...................... 935 (56)
- --------------------------------------------------------------------------------
Net Realized Gain from Securities Sold.............. 11,270 1,005
Net Unrealized Appreciation of Investment
Securities......................................... 11,773 2,573
- --------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments.... 23,043 3,578
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations......................................... $23,978 $3,522
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
Amounts designated as "--" are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS THE ADVISORS' INNER CIRCLE FUND

For the period ended October 31, 1995
<TABLE>
<CAPTION>
TURNER TURNER
GROWTH EQUITY SMALL CAP
FUND FUND
----------------------- -----------------------
11/01/94 11/01/93 11/01/94 02/07/94(2)
TO 10/31/95 TO 10/31/94 TO 10/31/95 TO 10/31/94
(000) (000) (000) (000)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Activities:
Net Investment Income (Loss). $ 935 $ 743 $ (56) $ (8)
Net Realized Gain (Loss) on
Securities Sold............. 11,270 (5,082) 1,005 (27)
Net Unrealized Appreciation
of Investment Securities.... 11,773 2,203 2,573 431
- --------------------------------------------------------------------------------
Net Increase (Decrease) in
Net Assets Resulting from
Operations................. 23,978 (2,136) 3,522 396
- --------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income........ (1,022) (704) -- --
- --------------------------------------------------------------------------------
Total Distributions......... (1,022) (704) -- --
- --------------------------------------------------------------------------------
Capital Share Transactions:
Shares Issued................ 33,135 68,222 5,250 4,410
Shares Issued in Lieu of Cash
Distributions............... 909 625 -- --
Shares Redeemed.............. (54,140) (6,375) (506) --
- --------------------------------------------------------------------------------
Increase (Decrease) in Net
Assets Derived from Capital
Share Transactions.......... (20,096) 62,472 4,744 4,410
- --------------------------------------------------------------------------------
Total Increase in Net
Assets..................... 2,860 59,632 8,266 4,806
- --------------------------------------------------------------------------------
Net Assets:
Beginning of Period.......... 112,959 53,327 4,806 --
- --------------------------------------------------------------------------------
End of Period................ $115,819 $112,959 $13,072 $4,806
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Issued and Redeemed:
Shares Issued................ 2,600 5,465 407 441
Issued in Lieu of Cash
Distributions............... 70 51 -- --
Redeemed..................... (3,998) (517) (35) --
- --------------------------------------------------------------------------------
Net Increase (Decrease) in
Share Transactions.......... (1,328) 4,999 372 441
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(2) The Turner Small Cap Fund commenced operations on February 7, 1994.

The accompanying notes are an integral part of the financial statements.
<PAGE>

For the period ended October 31, 1995.

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

For a Share Outstanding Throughout the Period

<TABLE>
<CAPTION>
Net Realized and Net Ratio
Asset Unrealized Distributions Assets Ratio of Net
Value Net Gains or from Net Distributions Net Asset End of Expenses Income
Beginning Investment Losses on Investment from Capital Value End Total of Period to Average to Average
of Period Income Securities Income Gains of Period Return (000) Net Assets Net Assets
--------- ---------- ------------ ------------- ------------- --------- ------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------
TURNER GROWTH EQUITY FUND
- -------------------------
1995 $12.46 0.10 2.52 (0.11) -- $14.97 21.15% 115,819 0.94%+ 0.78%+
1994 $13.12 0.10 (0.66) (0.10) -- $12.46 (4.28%) 112,959 0.95% 0.86%
1993 $10.40 0.09 2.72 (0.09) -- $13.12 27.08% 53,327 1.00% 0.80%
1992(1) $10.00 0.03 0.40 (0.03) -- $10.40 6.95%* 7,781 1.44%* 0.73%*
- -------------------------
TURNER SMALL CAP FUND
- -------------------------
1995 $10.90 (0.06) 5.24 -- -- $16.08 47.52% 13,072 1.25% (0.68%)
1994(2) $10.00 (0.02) 0.92 -- -- $10.90 12.35%* 4,806 1.09%* (0.27%)*

<CAPTION>
Ratio
of Net
Ratio of Income
Expenses (Loss) to
to Average Average
Net Assets Net Assets Portfolio
(Excluding (Excluding Turnover
Waivers) Waivers) Rate
---------- ---------- ---------
<S> <C> <C> <C>
- -------------------------
TURNER GROWTH EQUITY FUND
- -------------------------
1995 0.94%+ 0.78%+ 177.86%
1994 1.08% 0.73% 164.81%
1993 1.52% 0.28% 88.35%
1992(1) 2.55%* (0.38%)* 205.00%
- -------------------------
TURNER SMALL CAP FUND
- -------------------------
1995 2.39% (1.82%) 183.49%
1994(2) 4.32%* (3.50%)* 173.92%
</TABLE>

* Annualized
(1) The Turner Growth Equity Fund commenced operations on March 11, 1992.
(2) The Turner Small Cap Fund commenced operations on February 7, 1994.
+ Absent Turner Growth Equity Fund participation in a Directed Brokerage
program, the Ratios of Expenses to Average Net Assets (with and without
waivers) and Expenses to Net Income (with and without waivers) were 1.03%
and .69%, respectively.

The accompanying notes are an integral part of the financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
1. Organization:

THE ADVISORS' INNER CIRCLE FUND (the "'Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated July 18, 1991. The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with eleven portfolios. The
financial statements included herein present those of the Turner Growth Equity
Fund and the Turner Small Cap Fund (the "Funds"). The financial statements of
the remaining portfolios are presented separately. The assets of each portfolio
are segregated, and a Shareholder's interest is limited to the portfolio in
which shares are held.

2. Significant Accounting Policies:

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

Net Asset Value Per Share -- The net asset value per share of each Fund is
calculated on each business day, by dividing the total value of the Fund's
assets, less liabilities, by the number of shares outstanding.

Repurchase Agreements -- Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market
value of the collateral, including accrued interest thereon, is sufficient
in the event of default of the counterparty. If the counterparty defaults
and the value of the collateral declines or if the counterparty enters an
insolvency proceeding, realization of the collateral by the Funds may be
delayed or limited.

Other -- Expenses that are directly related to one of the Funds are charged
to that Fund. Other operating expenses of the Trust are prorated to the
Funds on the basis of relative daily net assets.

Distributions from net investment income and net realized capital gains are
determined in accordance with the U.S. Federal income tax regulations,
which may differ from those amounts determined under generally accepted
accounting principals. These book/tax differences are either temporary or
permanent in nature. To the extent these differences are permanent, they
are charged or credited to paid-in-capital in the period that the
differences arise. Accordingly, the following permanent difference,
primarily attributable to certain net operating losses which, for tax
purposes, are not available to offset future income, has been reclassified
to paid-in-capital.

<TABLE>
<CAPTION>
(000)
-----
<S> <C>
Turner Small Cap Fund.................................................. $56
</TABLE>

This reclassification has no effect on net assets or net asset value per
share.
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued) THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

3. Organization Costs and Transactions with Affiliates:

The Turner Growth Equity Fund and Turner Small Cap Fund incurred organization
costs of approximately $17,000 and $19,000 respectively. These costs have been
capitalized by the funds and are being amortized over sixty months commencing
with operations. In the event of the initial shares of the fund redeemed by any
holder thereof during the period that the fund is amortizing its organizational
costs the redemption proceeds payable to the holder thereof by the fund will be
reduced by the unamortized organizational costs in the same ratio as the number
of initial shares being redeemed bears to the number of initial shares
outstanding at the time of redemption. These costs include legal fees of
approximately $7,000 and $1,000, respectively, for organizational work
performed by a law firm of which an officer of the fund is a partner.

4. Administration, Shareholder Servicing and Distribution Agreements:

The Trust and the Administrator are parties to an Administration Agreement
dated November 14, 1991, under which the Administrator provides management and
administrative services for an annual rate of that Portfolio's proportionate
share of .20% of the aggregate average daily net assets of the Portfolios up to
$75 million and .15% of such assets in excess of $75 million. There is a
minimum annual fee of $75,000 per Fund.

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

The Trust and the Distributor are parties to a Distribution Agreement dated
November 14, 1991. The Distributor receives no fees for its distribution
services under this agreement. However the Distribution Agreement between the
Distributor and the Trust provides that the Distributor may receive
compensation on portfolio transactions effected for the Trust in accordance
with the rules of the Securities and Exchange Commission ("SEC"). Accordingly,
it is expected that portfolio transactions may result in brokerage commissions
being paid to the Distributor. The SEC rules require that such commissions not
exceed usual and customary brokerage commissions. The Distributor returned a
portion of these commissions to the Fund in order to reduce the expenses of the
Growth Equity Fund.

5. Investment Advisory and Custodian Agreements:

The Trust and Turner Investment Partners, Inc. (the "Adviser") are parties to
an Investment Advisory Agreement dated February 21, 1992 under which the
Adviser receives an annual fee equal to .75% of the average daily net assets of
the Growth Portfolio and 1.00% of the average daily net assets of the Small Cap
Fund. The Adviser has voluntarily agreed for an indefinite period of time, to
waive all or a portion of its fees (and to reimburse the Fund's expenses) in
order to limit operating expenses to not more than 1.25% of the average daily
net assets of the Small Cap Portfolio. Fee waivers and expense reimbursements
are voluntary and may be terminated at any time.

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

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the year ended October 31, 1995, are as follows:

<TABLE>
<CAPTION>
TURNER TURNER
GROWTH EQUITY SMALL CAP
FUND FUND
(000) (000)
------------- ---------
<S> <C> <C>
Purchases
Government............................................. $ 0 $ 0
Other.................................................. 208,628 19,308
Sales
Government............................................. $ 0 $ 0
Other.................................................. 230,975 14,885
</TABLE>

NOTES TO FINANCIAL STATEMENTS (concluded) THE ADVISORS' INNER CIRCLE FUND

October 31, 1995
securities held by the Fund at October 31, 1995, is as follows:

<TABLE>
<CAPTION>
TURNER TURNER
GROWTH EQUITY SMALL CAP
FUND FUND
(000) (000)
------------- ---------
<S> <C> <C>
Aggregate gross unrealized appreciation................. $22,022 $3,254
Aggregate gross unrealized depreciation................. (1,574) (250)
------- ------
Net unrealized appreciation............................. $20,448 $3,004
======= ======
</TABLE>

7. Capital Loss Carryforward

The Turner Growth Equity and Turner Small Cap Funds utilized their entire
capital loss carryforward balances $5,523,115 and $26,470, respectively, to
reduce realized gains incurred which otherwise would have been distributed.
<PAGE>

FMC SELECT FUND

Investment Adviser:
FIRST MANHATTAN CO.

This Prospectus offers shares of the FMC Select Fund (the "Fund"), which is a
separate series of The Advisors' Inner Circle Fund (the "Trust").

This Prospectus sets forth concisely the information about the Fund and the
Trust 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 February 28, 1996 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.

February 28, 1996

______________

THE ADVISORS' INNER CIRCLE FUND
<PAGE>

SUMMARY

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

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES AND POLICIES? The Fund seeks to
obtain a favorable rate of return principally through capital appreciation and
to a limited degree through current income by investing in a portfolio of equity
and fixed income securities, including money market instruments.

WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUND? The investment
policies of the Fund entail certain risks and considerations of which investors
should be aware. The Fund invests in equity and fixed income securities that
fluctuate in value, and investors should expect the Fund's net asset value per
share to fluctuate in value. The Fund also may invest in securities that have
speculative characteristics. See "Investment Objective," "General Investment
Policies," "Risk Factors" and "Description of Permitted Investments and Risk
Factors."

WHO IS THE ADVISER? First Manhattan Co. (the "Adviser") serves as the
investment adviser to the Fund. In addition to advising the Fund, the Adviser
provides advisory services to individuals, partnerships, trusts, pension and
other employee benefit plans, and eleemosynary and other institutions. See "The
Adviser."

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

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

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

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

IS THERE A MINIMUM INVESTMENT? The Fund requires a minimum initial investment
of $10,000, and subsequent investments must total $1,000 or more. These minimum
purchase requirements may be reduced or waived by the Distributor or for
investors who purchase shares of the Fund through omnibus accounts maintained by
registered broker-dealers who have executed sub-distribution agreements with the
Distributor.

2
<PAGE>

HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made on
days when the New York Stock Exchange is open for business ("Business Days"). A
purchase order will be effective as of the Business Day received by the Fund's
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 using wired funds, you must first call 1-800-808-4921. Redemption
-----
orders placed prior to 4:00 p.m., Eastern time on any Business Day will be
effective that day. The Fund also offers both a Systematic Investment Plan and
a Systematic Withdrawal Plan. The purchase and redemption price for shares is
the net asset value per share determined as of the end of the day the order is
effective. See "Purchase and Redemption of Shares."

HOW ARE DISTRIBUTIONS PAID? The Fund distributes substantially all of its net
investment income (exclusive of capital gains) in the form of quarterly
dividends. Any realized capital gain is distributed at least annually.
Distributions of net investment income and capital gains are paid in additional
shares unless the shareholder elects to take the payment in cash. See "General
Information - Dividends and Distributions."

3
<PAGE>

EXPENSE SUMMARY
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES FMC SELECT FUND
<S> <C>
Load Imposed on Purchases........................................... None
Sales Load Imposed on Reinvested Dividends................................ None
Deferred Sales Load....................................................... None
Redemption Fees (1)....................................................... None
Exchange Fees............................................................. None
</TABLE>

(1) A wire redemption charge, currently $10.00, is deducted from the amount of
a Federal Reserve wire redemption payment made at the request of a
shareholder.

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
<S> <C>
Fee Advisory........................................ .80%
12b-1 Fees................................................... None
Other Expenses (after reimbursements) (2)(3)................. .30%
Total Operating Expenses (after reimbursements)... 1.10%
</TABLE>

(2) The Adviser has, on a voluntary basis, agreed to reimburse Fund expenses in
order to limit the Fund's total operating expenses to a maximum of 1.10% of
average daily net assets. The other expenses and total operating expenses
shown reflect this voluntary arrangement. The Adviser reserves the right to
terminate this arrangement at any time in its sole discretion. Absent such
expense reimbursement, the Fund's estimated other expenses and annual total
operating expenses for its initial twelve month of operations would be .52%
and 1.32% of average daily net assets, respectively, based on a minimum
annual administration fee of $75,000. See "The Adviser."

(3) Administration fees will equal .20% of the Fund's average daily net assets
at asset levels of $37.5 million. There is a minimum annual administration
fee of $75,000. See "The Administrator."

EXAMPLE
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
You would pay the following
expenses on a $1,000 investment
in the Fund assuming (1) 5%
annual return and (2)
redemption at the end of each
time period. $11 $35 $61 $134
</TABLE>

THE EXAMPLE IS BASED UPON TOTAL OPERATING EXPENSES OF THE FUND AFTER EXPENSE
REIMBURSEMENTS AS SHOWN IN THE EXPENSE TABLE. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense table and
example is to assist the investor in understanding the various costs and
expenses that may be directly or indirectly borne by shareholders of the Fund.
Additional information may be found under "The Adviser" and "The Administrator."

4
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information on the FMC Select Fund has been audited by Arthur
Andersen LLP, the Fund's independent public accountants, as indicated in their
report dated December 5, 1995 on the Fund's financial statements as of October
31, 1995 included in the Fund's Statement of Additional Information under
"Financial Information." This table should be read in conjunction with the
Fund's audited financial statements and notes thereto.

For a Share of the Portfolio Outstanding Throughout the Period:

FMC
SELECT
FUND
5/8/95(2)
to
10/31/95
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD....................... $10.00
Income From Investment Operations:
Net Investment Income................................. 0.10
Realized and Unrealized
Gains or Losses on Securities......................... 0.96
Total From Investment Operations........................... 1.06
Less Distributions:
Distributions From Net Investment Income................... (0.09)
Distributions from Capital Gains........................... --
Total Distributions................................... (0.09)
NET ASSET VALUE, END OF PERIOD............................. $10.97
TOTAL RETURN(1)............................................ 10.60%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)............................ $27,202
Ratios Of Expenses To Average Net Assets................... 1.10%*
Ratio Of Expenses To Average Net Assets
(Excluding Reimbursements)............................... 1.57%*
Ratio Of Net Income To Average
Net Assets............................................... 1.96%*
Ratio Of Net Income (Loss) to Average
Net Assets (Excluding Reimbursements).................... 1.49%*
Portfolio Turnover Rate.................................... 1.87%
</TABLE>

* Annualized
(1) Total Return is cumulative since inception.
(2) The FMC Select Fund commenced operations on May 8, 1995.

5
<PAGE>

THE TRUST AND THE FUND

The Advisors' Inner Circle Fund (the "Trust") is designed to provide a
convenient and economic means of investing in professionally managed portfolios
of securities by offering shares in a number of diversified mutual funds, each
of which is a separate series ("fund") of the Trust. Each share of each mutual
fund represents an undivided, proportionate interest in that mutual fund. This
Prospectus offers shares of the FMC Select Fund (the "Fund").

INVESTMENT OBJECTIVE

The Fund seeks a favorable rate of return principally through capital
appreciation and to a limited degree through current income. There can be no
assurance that the Fund will be able to achieve its investment objective.

GENERAL INVESTMENT POLICIES

The Fund invests principally in equity securities, and to a limited degree in
fixed income securities, including money market instruments. The Fund ordinarily
will invest a predominant portion of its assets (75%-85%) in equity securities
and the remainder in fixed income securities, including money market
instruments. The exact percentage of the Fund's assets invested in equity and
fixed income securities will vary from time to time in accordance with the
Adviser's assessment of investment opportunities.

Equity Securities. The equity securities in which the Fund may invest are
- -----------------
common stocks, preferred stocks, and convertible securities of domestic
companies, as well as warrants to purchase such securities. The Adviser may also
purchase U.S. dollar-denominated equity securities (including Depositary
Receipts) and preferred stocks (including preferred stocks convertible into
common stocks) issued by foreign companies, as well as debt securities
convertible into common stocks, and shares of closed-end investment companies.
The Fund may purchase equity securities that are traded on registered exchanges
or the over-the-counter market in the United States.

In selecting equity securities for the Fund, the Adviser will not attempt to
forecast either the economy or the stock market, but rather will focus its
efforts on searching out investment opportunities in equity securities of
companies with strong balance sheets, favorable returns on equity and businesses
of which the Adviser's fund managers have an understanding, and in equity
securities of companies where all of these factors may not be present, but whose
shares sell at a market valuation below their perceived intrinsic value.

Fixed Income Securities. The fixed income securities that may be purchased by
- -----------------------
the Fund are: (i) obligations issued or guaranteed as to principal and interest
by the U.S. Government, its agencies or instrumentalities ("U.S. Government
securities"); (ii) dollar

6
<PAGE>

denominated corporate bonds and debentures of U.S. and foreign companies that
are rated BBB- or higher by Standard & Poor's Corporation ("S&P") or Baa3 or
higher by Moody's Investors Services, Inc. ("Moody's"), or are unrated but of
comparable quality as determined by the Adviser; (iii) mortgage-backed
securities that are issued or guaranteed by a U.S. Government agency or that are
privately-issued collateralized mortgage obligations ("CMOs") or real estate
mortgage investment conduits ("REMICs") rated in one of the top two categories
by S&P or Moody's; (iv) high quality commercial paper; (v) securities issued by
the Government of Canada and supranational agencies such as the World Bank; (vi)
asset-backed securities rated in one of the top two categories by S&P or
Moody's; (vii) short-term debt obligations of U.S. and foreign banks; (viii)
zero coupon securities; (ix) money market instruments; and (x) repurchase
agreements.

Debt rated BBB by S&P is regarded as having an adequate capacity to pay interest
and repay principal. In S&P's view, whereas the issuer normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher rated categories. Bonds
rated Baa by Moody's are considered medium grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
In the view of Moody's, such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well. In the event any fixed
income security held by the Fund is downgraded below the applicable rating
category set forth above, the Adviser will review the security and determine
whether to retain or dispose of it.

In selecting fixed income securities for the Fund, the Adviser will seek added
returns from the long-term compounding of incremental yields rather than from
attempting to anticipate bond market price swings. The sources of incremental
returns are (1) the higher yields on corporate and government agency securities
compared to U.S. Treasury securities and (2) mispriced prepayment options. The
fixed income component of the Fund ordinarily will consist of securities with a
duration of up to eight years. Interest rate forecasting will not play a
significant role in the Adviser's fixed income investment strategy.

Auxiliary Policies.
- -------------------
Although not primary strategies employed by the Adviser in managing the Fund,
the Fund may engage in a number of investment practices in order to meet its
investment objective. In this regard, the Fund may invest in variable and
floating rate obligations, enter into forward commitments, purchase securities
on a when-issued basis and sell securities short against the box. The Fund may
also purchase put and call options and write covered call options on fixed
income and equity securities, and may enter into

7
<PAGE>

futures contracts (including index futures contracts), purchase options on
futures contracts, and lend its securities.

The Fund also may invest up to 5% of its total assets in convertible debt
securities rated Caa or higher by Moody's or CCC or higher by S&P, Duff & Phelps
Corporation or Fitch Investor Services, Inc. While the Adviser will purchase
such securities with a view to the capital appreciation potential associated
with the underlying equity security, below investment- grade issues, otherwise
known as "junk bonds," present special risks. See the "Description of Permitted
Investments and Risk Factors."

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

It is anticipated that the annual portfolio turnover rate for the Fund will not
exceed 100%.

For a description of the permitted investments of the Fund and the associated
risk factors, see "Description of Permitted Investments and Risk Factors." For a
description of ratings, see the Appendix to the Statement of Additional
Information.

RISK FACTORS

Equity Securities - Investments in common stocks are subject to market risks
- -----------------
which may cause their prices to fluctuate over time. The value of convertible
securities is also affected by prevailing interest rates, the credit quality of
the issuer and any call provisions. Changes in the value of portfolio securities
will not necessarily affect cash income derived from these securities but will
affect the Fund's net asset value.

Fixed Income Securities - The market value of fixed income investments will
- -----------------------
generally 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.

Options - Risks associated with options transactions include: (1) the success
- -------
of a hedging strategy may depend on an ability to predict movements in the
prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation between the movement
in prices of options and the securities underlying them; (3) there may not be a
liquid secondary market for an option; and (4) while the Fund will receive a
premium when it writes covered call options, it may not participate fully in a
rise in the market value of the underlying security.

8
<PAGE>

Securities of Foreign Issuers - There are certain risks connected with
- -----------------------------
investing in foreign securities. These include risks of adverse political and
economic developments (including possible governmental seizure or
nationalization of assets), the possible imposition of exchange controls or
other government restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less information on such
securities and their issuers available to the public, the difficulty of
obtaining or enforcing court judgments abroad, restrictions of foreign
investments in other jurisdictions, difficulties in effecting repatriation of
capital invested abroad, and the difficulties in transaction settlements and the
effect of delay on shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable U.S. securities.

INVESTMENT LIMITATIONS

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

The Fund may not:

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

2. Purchase any securities which would cause 25% or more of the total assets of
the Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in U.S. Government securities and
repurchase agreements involving such securities. For purposes of this
limitation (i) utility companies will be classified according to their
services, for example, gas, gas transmission, electric and telephone will
each be considered a separate industry, (ii) financial service companies will
be classified according to the end users of their services, for example,
automobile finance, bank finance and diversified finance will each be
considered a separate industry, and (iii) supranational entities will be
considered to represent one industry.

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of its total assets. The Fund will not
purchase additional securities while borrowings exceed 5% of its assets.

9
<PAGE>

As relating to investment limitation numbers 1 and 2, the foregoing percentages
will apply at the time of the purchase of a security. Additional investment
limitations are set forth in the Statement of Additional Information.

THE ADVISER

First Manhattan Co. is a professional investment management firm organized as a
limited partnership that was founded in 1964. Because of the amount of his
ownership of the firm's outstanding partnership interests, Mr. David S.
Gottesman is deemed to control the Adviser. As of December 31, 1995, the Adviser
had management authority with respect to approximately $6.0 billion of assets.
The principal business address of the Adviser is 437 Madison Avenue, New York,
New York 10022.

The Adviser serves as the Fund's investment adviser pursuant to an investment
advisory agreement (the "Advisory Agreement"). Under the terms of the Advisory
Agreement, the Adviser makes the investment decisions for the assets of the Fund
and continuously reviews, supervises and administers the Fund's investment
program, subject to the supervision of, and policies established by, the
Trustees of the Trust. In addition to advising the Fund, the Adviser provides
advisory services to individuals, partnerships, trusts, pension and other
employee benefit plans, and eleemosynary and other institutions.

A. Byron Nimocks and Bernard C. Groveman, CFA, general partners of the Adviser
since 1990 and 1994, respectively, manage the equity component of the Fund. From
1990-1993, Mr. Groveman was a portfolio manager with the Adviser.

William K. McElroy, a Managing Director of the Adviser, manages the fixed income
component of the Fund. Mr. McElroy has been a portfolio manager with the Adviser
since 1987.

For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .80% of the average daily net assets of
the Fund. This fee is higher than the fee paid by most other investment
companies, but is believed to be commensurate with fees paid by investment
companies with similar investment objectives, policies and asset levels. The
Adviser has voluntarily agreed to reimburse certain of the Fund's expenses in
order to limit total operating expenses of the Fund to not more than 1.10% of
its average daily net assets. The Adviser reserves the right, in its sole
discretion, to terminate its expense reimbursement at any time. For the fiscal
period ended October 31, 1995, the Adviser received a fee (after reimbursements)
equal to .33% of the Fund's average daily net assets.

10
<PAGE>

THE ADMINISTRATOR

SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), provides the Trust 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 .20% when the Fund's
assets reach 37.5 million of the average daily net assets of the Fund. The
Administrator's fee is subject to an annual minimum of $75,000.

The Administrator also serves as shareholder servicing agent for the Fund under
a shareholder servicing agreement with the Trust.

THE TRANSFER AGENT

DST Systems, Inc., 210 W. 10th Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Trust under a transfer agency agreement with the Trust.

THE DISTRIBUTOR

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

FUND TRANSACTIONS

The Advisory Agreement authorizes the Adviser to select broker-dealers that will
execute the purchase or sale of securities for the Fund and directs the Adviser
to seek to obtain the best net results. The Fund may execute all or a
substantial portion of its brokerage or other agency transactions through the
Adviser, and may execute agency transactions through the Distributor, for which
each may receive usual and customary compensation.

PURCHASE AND REDEMPTION OF SHARES

Investors may purchase and redeem shares of the Fund directly through the
Transfer Agent, P.O. Box 419009, Kansas City, Missouri 64141-6009, or by
contacting the Adviser. Shareholders may place purchase and redemption 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 Fund may be
made on days when the New York Stock

11
<PAGE>

Exchange is open for business ("Business Day"). Shares of the Fund are offered
only to residents of states in which such shares are eligible for purchase.

The minimum initial investment in the Fund is $10,000, and subsequent purchases
must be at least $1,000. These minimum purchase requirements may be reduced or
waived by the Distributor or for investors who purchase shares of the Fund
through omnibus accounts maintained by registered broker-dealers who have
executed sub-distribution agreements with the Distributor. No minimum applies to
subsequent purchases effected by dividend reinvestment. As described below,
subsequent purchases through the Fund's Systematic Investment Plan must be at
least $100.

PURCHASES BY MAIL

An account may be opened by mailing a check or other negotiable bank draft
(payable to the FMC Select Fund) for $10,000 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

Shareholders having an account with a commercial bank that is a member of the
Federal Reserve System may purchase shares of the Fund by requesting their bank
to transmit funds by wire to: United Missouri Bank of Kansas, N.A.; ABA #10-10-
00695; for Account Number 9870601087; Further Credit: FMC Select Fund. The
shareholder's name and account number must be specified in the wire.

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

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

GENERAL INFORMATION REGARDING PURCHASES

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

12
<PAGE>

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

If a check received for the purchase of shares does not clear, the purchase will
be cancelled, and the investor could be liable for any losses or fees incurred.
The Trust reserves the right to reject a purchase order when the Trust
determines that it is not in the best interest of the Trust 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 is the net asset value of the Fund next determined after the redemption
order is effective. Payment on redemption will be made as promptly as possible
and, in any event, within seven days after the redemption order is received,
provided, however, that redemption proceeds for shares purchased by check
(including certified or cashier's checks) will be forwarded only upon collection
of payment for such shares; collection of payment may take up to 15 days.
Shareholders may not close their accounts by telephone.

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

SYSTEMATIC WITHDRAWAL PLAN - The Fund offers a Systematic Withdrawal Plan
("SWP") for shareholders who wish to receive regular distributions from their
account. Upon commencement of the SWP, the account must have a current value of
$25,000 or more. Shareholders may elect to receive automatic payments via ACH
wire transfers of $100 or more on a monthly, quarterly, semi-annual or annual
basis. An application form for SWP may be obtained by calling 1-800-932-7781.

13
<PAGE>

Neither the Trust nor the Transfer Agent will be responsible for the
authenticity of the redemption instructions received by telephone if it
reasonably believes those instructions to be genuine. The Trust and the Transfer
Agent will each employ reasonable procedures to confirm that telephone
instructions are genuine. Such procedures may include taping of telephone
conversations.

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

The net asset value per share of the Fund is determined by dividing the total
market value of the Fund's investments and other assets, less any liabilities,
by the total outstanding shares of the Fund. Net asset value per share is
determined daily as of the close of business of the New York Stock Exchange
(normally 4:00 p.m., Eastern time) on any Business Day. The Fund 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.

PERFORMANCE

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

The total return of the Fund 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 Fund 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 Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical Services,
Inc.), or by financial and business publications and periodicals, broad groups
of comparable mutual funds, unmanaged indices, which may assume investment of
dividends but generally do not reflect deductions for administrative and
management costs, or other investment alternatives. The Fund may quote
Morningstar, Inc., a service that ranks mutual funds on the basis of risk-
adjusted performance. The Fund may quote Ibbotson Associates of Chicago,
Illinois, which provides historical returns of the capital markets in the United
States. The Fund may use long-term performance of these capital markets to

14
<PAGE>

demonstrate general long-term risk versus reward scenarios and could include the
value of a hypothetical investment in any of the capital markets. The Fund may
also quote financial and business publications and periodicals as they relate to
fund management, investment philosophy, and investment techniques.

The Fund 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.

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 Fund 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 FUND:

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

TAX STATUS OF DISTRIBUTIONS:

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

15
<PAGE>

Certain securities purchased by the Fund are sold with original issue discount
and thus do not make periodic cash interest payments. For a further description
of such securities, see "Description of Permitted Investments and Risk Factors"
below. The Fund will be required to include as part of its current income a
portion of the accrued discount on such obligations even though the Fund has not
received any interest payments on such obligations during that period. Because
the Fund distributes all of its net investment income to its shareholders, the
Fund may have to sell fund securities to distribute such accreted income, which
may occur at a time when the Adviser would not have chosen to sell such
securities and which may result in a taxable gain or loss.

Income received on direct U.S. government 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 Fund provided certain state-
specific conditions are satisfied. The Fund will inform shareholders annually of
the percentage of income and distributions derived from direct U.S. government
obligations. Shareholders should consult their tax advisers to determine whether
any portion of the income dividends received from the Fund is considered tax
exempt in their particular state.

Dividends declared by the Fund 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 Fund and received by the shareholders on
December 31 of that year, if paid by the Fund at any time during the following
January.

The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax. Such distributions will
be invested in additional shares of the Fund unless the investor has chosen to
receive distributions in cash.

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

GENERAL INFORMATION

THE TRUST

The Trust, an open-end investment management company that offers shares of
diversified portfolios, was organized under Massachusetts law as a business
trust under a Declaration of Trust dated July 18, 1991. The Declaration of Trust
permits the Trust to offer separate series of shares. All consideration received
by the Trust for shares of any fund and all assets of such fund belong to that
fund and would be subject to liabilities related thereto. The Trust reserves the
right to create and issue shares of additional funds. Information regarding the
other funds of the Trust is contained in separate prospectuses that may be
obtained by calling 1-800-932-7781.

16
<PAGE>

The Fund 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 shares
under federal and state securities laws, pricing and insurance expenses,
brokerage costs, interest charges, taxes and organization expenses and (ii) pro
rata share of the Trust's other expenses, including audit and legal expenses.
Each Portfolio's expense ratios are disclosed under "Financial Highlights."
Expenses not attributable to a specific fund are allocated across all of the
funds on the basis of relative net assets.

TRUSTEES OF THE TRUST

The management and affairs of the Trust 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 Trust.

VOTING RIGHTS

Each share held entitles the shareholder of record to one vote. The Fund will
vote separately on matters relating solely to it. As a Massachusetts business
trust, the Trust is not required to hold annual meetings of shareholders but
shareholders' approval will be sought for certain changes in the operation of
the Trust 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 Trust. In the event that such a meeting is
requested, the Trust will provide appropriate assistance and information to the
shareholders requesting the meeting.

As of February 9, 1996, the First Manhattan Co. Thrift Plan and Trust (New York,
NY), the participants in which are the partners and employees of the Adviser,
owned a controlling interest in the Fund as defined by the Investment Company
Act of 1940.

REPORTING

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

SHAREHOLDER INQUIRIES

Shareholder inquiries not involving orders to purchase or redeem shares may be
directed to the FMC Select Fund, c/o The Advisors' Inner Circle Fund, P.O. Box
419009, Kansas City, Missouri 64141-6009 or by calling 1-800-932-7781. Purchases
and redemptions of shares may be made through the Transfer Agent by calling
1-800-808-4921.

17
<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income (excluding capital gain) of the
Fund is distributed in the form of quarterly dividends. Shareholders of record
on the last Business Day of each quarter will be entitled to receive the
quarterly dividend distribution. 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 at the net asset value next determined
following the record date, unless the shareholder has elected to take such
payment in cash. Shareholders may change their election by providing written
notice to the Transfer Agent at least 15 days prior to the distribution.
Shareholders may receive payments for cash distributions in the form of a check
or by Federal Reserve wire transfer or ACH wire transfer.

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

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

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

CUSTODIAN

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

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

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

18
<PAGE>

obligations and are generally issued as the debt of a special purpose entity,
such as a trust, organized solely for the purpose of owning such assets and
issuing such debt.

Asset-backed securities generally are not issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; however, the payment of principal
and interest on such obligations may be guaranteed up to certain amounts and for
a certain period by a letter of credit issued by a financial institution (such
as a bank or insurance company) unaffiliated with the issuers of such
securities. The purchase of asset-backed securities raises risk considerations
peculiar to the financing of the instruments underlying such securities. For
example, there is a risk that another party could acquire an interest in the
obligations superior to that of the holders of the asset-backed securities.
There also is the possibility that recoveries on repossessed collateral may not,
in some cases, be available to support payments on those securities. Asset-
backed securities entail prepayment risk, which may vary depending on the type
of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holder. There may be a limited secondary market for such
securities.

BANK OBLIGATIONS - Debt obligations issued by U.S. and foreign banks, including
bankers' acceptances (bills of exchange or time draft drawn on and accepted by
commercial banks and used by corporations to finance the shipment and storage of
goods and to furnish dollar exchange), certificates of deposit (negotiable
interest bearing instruments with specific maturities issued by banks and
savings and loan institutions in exchange for the deposit of funds), and time
deposits (non-negotiable receipts issued by banks in exchange for the deposit of
funds that earn a specified rate of interest over a definite period of time).

COMMERCIAL PAPER - Unsecured short-term promissory notes issued by corporations
and other entities. The maturities on these issues vary from a few days to nine
months.

CONVERTIBLE SECURITIES - Convertible securities have characteristics similar to
both fixed income and equity securities. Because of the conversion feature
(which may be mandatory or optional), the market value of convertible securities
tends to move together with the market value of the underlying stock. As a
result, the Fund's selection of convertible securities is based, to a great
extent, on the potential for capital appreciation that may exist in the
underlying stock. The value of convertible securities is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions.

High Risk, High Yield Convertible Securities - Fixed income securities
- --------------------------------------------
(including convertible securities) rated below investment grade are often
referred to as "junk bonds." Such securities involve greater risk of default or
price declines than investment grade securities due to changes in the issuer's
creditworthiness and the outlook for economic growth. The market for these
securities may be less active, causing market

19
<PAGE>

price volatility and limited liquidity in the secondary market. This may limit
the Fund's ability to sell such securities at their market value. In addition,
the market for these securities may also be adversely affected by legislative
and regulatory developments. Credit quality in the junk bond market can change
suddenly and unexpectedly, and even recently issued credit ratings may not fully
reflect the actual risks imposed by a particular security.

CORPORATE BONDS - Debt instruments issued by a private corporation, as distinct
from one issued by a governmental agency or municipality. Corporate bonds
generally have the following features: (1) they are taxable; (2) they have a
par value of $1,000; (3) they have a term maturity; and (4) they are traded on
major exchanges.

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

FIXED INCOME SECURITIES - The market value of the fixed income investments in
which the Fund invests 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 by recognized
agencies in the rating of any fixed income security and in the ability of an
issuer to make payments of interest and principal also affect the value of these
investments. Changes in the value of these securities will not necessarily
affect cash income derived from these securities but will affect the Fund's net
asset value.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS - Futures contracts provide
for the future sale by one party and purchase by another party of a specified
amount of a specific security at a specified future time and at a specified
price. An option on a futures contract gives the purchaser the right, in
exchange for a premium, to assume a position in a futures contract at a
specified exercise price during the term of the option. The Fund may use futures
contracts and related options for bona fide hedging purposes, to offset changes
---- ----
in the value of securities held or expected to be acquired, to minimize
fluctuations in foreign currencies, or to gain exposure to a particular market
or instrument. The Fund will minimize the risk that it will be unable to close
out a futures contract by only entering into futures contracts which are traded
on national futures exchanges.

20
<PAGE>

Stock index futures are futures contracts for various stock indices that are
traded on registered securities exchanges. A stock index futures contract
obligates the seller to deliver (and the purchaser to take) an amount of cash
equal to a specific dollar amount times the difference between the value of a
specific stock index at the close of the last trading day of the contract and
the price at which the agreement is made.

There are risks associated with these activities, including the following: (1)
the success of a hedging strategy may depend on an ability to predict movements
in the prices of individual securities, fluctuations in markets and movements in
interest rates, (2) there may be an imperfect or no correlation between the
changes in market value of the securities held by the Fund and the prices of
futures and options on futures, (3) there may not be a liquid secondary market
for a futures contract or option, (4) trading restrictions or limitations may be
imposed by an exchange, and (5) government regulations may restrict trading in
futures contracts and futures options.

INVESTMENT COMPANY SECURITIES - The Fund's purchase of investment company
securities will result in the layering of expenses. The Fund is prohibited from
acquiring the securities of other investment companies if, as a result of such
acquisition, the Fund owns in the aggregate (1) more than 3% of the total
outstanding voting stock of the acquired company, (2) securities issued by the
acquired company having an aggregate value of 5% of the value of the total
assets of the Fund, or (3) securities issued by the acquired company and all
other investment companies having an aggregate value in excess of 10% of the
value of the total assets of the Fund.

MONEY MARKET INSTRUMENTS -- These high quality, short-term debt instruments
consist of U.S. Government securities; certificates of deposit, time deposits
and bankers' acceptances issued by high quality banks or savings & loan
associations; commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by
Moody's, or, if not rated, determined by the Adviser to be of comparable
quality; repurchase agreements involving any of the foregoing securities; and,
to the extent permitted by applicable law, shares of other investment companies
investing solely in money market instruments.

MORTGAGE BACKED SECURITIES - The Fund may acquire securities representing an
interest in a pool of mortgage loans that are issued or guaranteed by a U.S.
Government agency. The primary issuers or guarantors of these mortgage-backed
securities are GNMA, FNMA and the Federal Home Loan Mortgage Corporation. The
Fund may also purchase CMOs and REMICs issued by governmental and non-
governmental entities. The mortgages backing these securities include
conventional 30 year fixed rate mortgages, graduated payment mortgages, and
adjustable rate mortgages. These mortgages may be supported by various types of
insurance, may be backed by GNMA certificates or other mortgage pass-throughs
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
However, the guarantees do not extend to the mortgage backed securities' market
value, which is likely to vary inversely with fluctuations in interest rates.
These certificates are in most cases "pass-through"

21
<PAGE>

instruments, through which the holder receives a share of all interest and
principal payments from the mortgages underlying the certificate. Because the
prepayment characteristics of the underlying mortgages vary, it is not possible
to predict accurately the average life or realized yield of a particular issue
of pass-through certificates. During periods of declining interest rates,
prepayment of mortgages underlying mortgage backed securities can be expected to
accelerate. When the mortgage obligations are prepaid, the Fund reinvests the
prepaid amounts in securities, the yield of which reflects interest rates
prevailing at the time. Moreover, prepayments of mortgages which underlie
securities purchased at a premium could result in capital losses.

OPTIONS - A put option gives the purchaser of the option the right to sell, and
the writer of the option the obligation to buy, the underlying security at any
time during the option period. A call option gives the purchaser of the option
the right to buy, and the writer of the option the obligation to sell, the
underlying security at any time during the option period. The premium paid to
the writer is the consideration for undertaking the obligations under the option
contract. The initial purchase (sale) of an option contract is an "opening
transaction." In order to close out an option position, the Fund may enter into
a "closing transaction," which is simply the sale (purchase) of an option
contract on the same security with the same exercise price and expiration date
as the option contract originally opened.

The Fund may purchase put and call options to protect against a decline in the
market value of the securities in its fund or to protect against an increase in
the cost of securities that the Fund may seek to purchase in the future. When
purchasing put and call options, the Fund pays a premium therefor. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for the Fund, loss of the premium paid may be offset by
an increase in the value of the Fund's securities or by a decrease in the cost
of acquisition of securities by the Fund.

The Fund may write covered call options as a means of increasing the yield on
its fund and as a means of providing limited protection against decreases in its
market value. When the Fund sells an option, if the underlying securities do not
increase or decrease to a price level that would make the exercise of the option
profitable to the holder thereof, the option generally will expire without being
exercised and the Fund will realize as profit the premium received for such
option. When a call option of which the Fund is the writer is exercised, the
Fund will be required to sell the underlying securities to the option holder at
the strike price, and will not participate in any increase in the price of such
securities above the strike price. The Fund may purchase and write options only
on an exchange.

Risk Factors. Risks associated with options transactions include: (1) the
- ------------
success of a hedging strategy may depend on an ability to predict movements in
the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect correlation between the movement
in prices of options and the

22
<PAGE>

securities underlying them; (3) there may not be a liquid secondary market for
options; and (4) while the Fund will receive a premium when it writes covered
call options, it may not participate fully in a rise in the market value of the
underlying security.

REPURCHASE AGREEMENTS - Agreements by which a person obtains a security and
simultaneously commits to return the security to the seller at an agreed upon
price (including principal and interest) on an agreed upon date within a number
of days from the date of purchase. The Custodian or its agent will hold the
security as collateral for the repurchase agreement. Collateral must be
maintained at a value at least equal to 102% of the purchase price. The Fund
bears a risk of loss in the event the other party defaults on its obligations
and the Fund is delayed or prevented from its right to dispose of the collateral
securities or if the Fund realizes a loss on the sale of the collateral
securities. The Adviser will enter into repurchase agreements on behalf of the
Fund only with financial institutions deemed to present minimal risk of
bankruptcy during the term of the agreement based on guidelines established and
periodically reviewed by the Trustees. Repurchase agreements are considered to
be loans by the Fund.

SECURITIES OF FOREIGN ISSUERS - The Fund will purchase only those securities of
foreign issuers (including American Depositary Receipts or "ADRs") that are
traded on registered exchanges or the over-the-counter market in the United
States. ADRs are typically issued by a U.S. financial institution and evidence
ownership of underlying securities issued by a foreign issuer. Investments in
securities of foreign issuers are subject to special risks such as future
adverse political and economic developments, possible seizure, nationalization
or expropriation of foreign investments, less stringent disclosure requirements,
the possible establishment of exchange controls or taxation at the source,
greater fluctuation in value due to changes in exchange rates, or the adoption
of other foreign governmental restrictions. Foreign securities issuers are often
subject to accounting treatment and engage in business practices different from
those respecting domestic securities issuers.

SECURITIES LENDING -- In order to generate additional income, the Fund may lend
securities which it owns pursuant to agreements requiring that the loan be
continuously secured by collateral consisting of cash, securities of the U.S.
Government or its agencies equal to at least 100% of the market value of the
securities lent. The Fund continues to receive interest on the securities lent
while simultaneously earning interest on the investment of cash collateral.
Collateral is marked to market daily. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially or become insolvent.

U.S. GOVERNMENT SECURITIES - Certain federal agencies have been established as
instrumentalities of the U.S. Government to supervise and finance certain types
of activities. Issues of these agencies, while not direct obligations of the
U.S. Government, are either backed by the full faith and credit of the United
States (e.g., obligations of the Government National Mortgage Association
("GNMA")) or are guaranteed by the

23
<PAGE>

Treasury. Issues of other agencies or instrumentalities are supported only by
the issuing agency's right to borrow from the Treasury or by the credit of the
agency or instrumentality (e.g., the Federal National Mortgage Association
("FNMA")). Any guaranty by the U.S. Government, its agencies or
instrumentalities of the securities in which the Fund invests guarantees only
the payment of principal and interest on the guaranteed security and does not
guarantee the yield or value of that security or the yield or value of shares of
the Fund.

U.S. TREASURY SECURITIES - U.S. Treasury securities consist of bills, notes and
bonds issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities ("STRIPS").

VARIABLE AND FLOATING RATE SECURITIES - Certain of the obligations purchased by
the Fund may carry variable or floating rates of interest, may involve a
conditional or unconditional demand feature and may include variable amount
master demand notes. Such instruments bear interest at rates that are not fixed,
but vary with changes in specified market rates or indices, such as a Federal
Reserve composite index.

WHEN-ISSUED TRANSACTIONS - The Fund may enter into forward commitments or
purchase securities on a when-issued basis, in which case delivery and payment
normally take place at a future date. The interest rate on these securities is
fixed as of the purchase date although no interest accrues until the settlement
date. These securities are subject to market fluctuation due to changes in
market interest rates during the period between the purchase date and the
delivery date.

ZERO COUPON SECURITIES - Zero coupon obligations are debt securities that do not
bear any interest, but instead are issued at a deep discount from par. The value
of a zero coupon obligation increases over time to reflect the interest
accreted. Such obligations will not result in the payment of interest until
maturity, and will have greater price volatility than similar securities that
are issued at par and pay interest periodically.

Please see the Statement of Additional Information for more information about
the permitted investments of the Fund.

24
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
SUMMARY................................................ 2
EXPENSE SUMMARY........................................ 4
FINANCIAL HIGHLIGHTS................................... 5
THE TRUST AND THE FUND................................. 6
INVESTMENT OBJECTIVE................................... 6
GENERAL INVESTMENT POLICIES............................ 6
RISK FACTORS........................................... 8
INVESTMENT LIMITATIONS................................. 9
THE ADVISER............................................ 10
THE ADMINISTRATOR...................................... 11
THE TRANSFER AGENT..................................... 11
THE DISTRIBUTOR........................................ 11
FUND TRANSACTIONS...................................... 11
PURCHASE AND REDEMPTION OF SHARES...................... 11
PERFORMANCE............................................ 14
TAXES.................................................. 15
GENERAL INFORMATION.................................... 16
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS.. 18
</TABLE>
<PAGE>

Fund:
FMC SELECT FUND

Adviser:
FIRST MANHATTAN CO.

Trust:
THE ADVISORS' INNER CIRCLE FUND

Distributor:
SEI FINANCIAL SERVICES COMPANY

Administrator:
SEI FINANCIAL MANAGEMENT COMPANY

Legal Counsel:
MORGAN, LEWIS & BOCKIUS LLP

Independent Public Accountants:
ARTHUR ANDERSEN LLP

February 28, 1996
<PAGE>

FMC SELECT FUND

A FUND OF:
THE ADVISORS' INNER CIRCLE FUND

INVESTMENT ADVISER:
FIRST MANHATTAN CO.

This Statement of Additional Information is not a prospectus and relates only to
the FMC Select Fund (the "Fund"). It is intended to provide additional
information regarding the activities and operations of The Advisors' Inner
Circle Fund (the "Trust") and the Fund and should be read in conjunction with
the Fund's prospectus dated February 28, 1996. The Prospectus for the Fund may
be obtained by calling 1-800-932-7781.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
THE TRUST AND THE FUND S-3

DESCRIPTION OF PERMITTED INVESTMENTS... S-3

INVESTMENT LIMITATIONS................. S-6

THE ADVISER............................ S-8

THE ADMINISTRATOR...................... S-9

THE DISTRIBUTOR........................ S-10

TRUSTEES AND OFFICERS OF THE TRUST..... S-10

COMPUTATION OF YIELD AND TOTAL RETURN.. S-13

PURCHASE AND REDEMPTION OF SHARES...... S-14

DETERMINATION OF NET ASSET VALUE....... S-14

TAXES.................................. S-15

FUND TRANSACTIONS...................... S-16

DESCRIPTION OF SHARES.................. S-18

SHAREHOLDER LIABILITY.................. S-18

LIMITATION OF TRUSTEES' LIABILITY...... S-18

5% SHAREHOLDERS........................ S-19

EXPERTS................................ S-19

FINANCIAL STATEMENTS................... S-19

APPENDIX............................... A-1
</TABLE>

February 28, 1996

FMC-F-002-01
<PAGE>

THE TRUST AND THE FUND

This Statement of Additional Information ("Statement") relates only to the FMC
Select Fund (the "Fund"). The Fund is a separate series of The Advisors' Inner
Circle Fund (the "Trust"), 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 Trust to offer separate series ("funds") of
shares of beneficial interest ("shares"). Each portfolio is a separate mutual
fund, and each share of each fund represents an equal proportionate interest in
that fund. See "Description of Shares." No investment in shares of a fund
should be made without first reading that fund's prospectus. Capitalized terms
not defined herein are defined in the Prospectus offering shares of the
Fund.

DESCRIPTION OF PERMITTED INVESTMENTS

MORTGAGE BACKED SECURITIES

The Fund may invest in securities issued or guaranteed by the Government
National Mortgage Association ("GNMA"), a wholly-owned U.S. Government
corporation which guarantees the timely payment of principal and interest. The
market value and interest yield of these instruments can vary due to market
interest rate fluctuations and early prepayments of underlying mortgages. These
securities represent ownership in a pool of federally insured mortgage loans.
GNMA certificates consist of underlying mortgages with a maximum maturity of 30
years. However, due to scheduled and unscheduled principal payments, GNMA
certificates have a shorter average maturity and, therefore, less principal
volatility than a comparable 30-year bond. Since prepayment rates vary widely,
it is not possible to accurately predict the average maturity of a particular
GNMA pool. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. GNMA securities
differ from conventional bonds in that principal is paid back to the certificate
holders over the life of the loan rather than at maturity. As a result, there
will be monthly scheduled payments of principal and interest. In addition,
there may be unscheduled principal payments representing prepayments on the
underlying mortgages. Although GNMA certificates may offer yields higher than
those available from other types of U.S. Government securities, GNMA
certificates may be less effective than other types of securities as a means of
"locking in" attractive long-term rates because of the prepayment feature. For
instance, when interest rates decline, the value of a GNMA certificate likely
will not rise as much as comparable debt securities due to the prepayment
feature. In addition, these prepayments can cause the price of a GNMA
certificate originally purchased at a premium to decline in price to its par
value, which may result in a loss.

The Fund may invest in MORTGAGE BACKED SECURITIES consisting of collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICS"). CMOs are securities collateralized by mortgages, mortgage pass-
throughs,

S-2

<PAGE>

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 which have different maturities and
are retired in sequence.

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

Repurchase agreements are considered to be loans by the Fund for purposes of its
investment limitations. The repurchase agreements entered into by the Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (the Adviser monitors
compliance with this requirement). Under all repurchase agreements entered into
by the Fund, the custodian or its agent must take possession of the underlying
collateral. However, if the seller defaults, the Fund could realize a loss on
the sale of the underlying security to the extent that the proceeds of sale
including accrued interest are less than the resale price provided in the
agreement including interest. In addition, even though the Bankruptcy

S-3

<PAGE>

Code provides protection for most repurchase agreements, if the
seller should be involved in bankruptcy or insolvency proceedings, the Fund may
incur delay and costs in selling the underlying security or may suffer a loss of
principal and interest if the Fund is treated as an unsecured creditor and is
required to return the underlying security to the seller's estate.

The Fund will only invest in investment grade fixed income securities; however,
it may hold up to 5% of its total assets in convertible debt securities which
are rated as low as Caa by Moody's or CCC by S&P. Such below investment grade
instruments are high risk, high yield securities (known as "JUNK BONDS") that
involve greater risk of default or price declines than investment grade
securities due to changes in the issuers' creditworthiness and the outlook for
economic growth. The market for these securities may be thinner and less active
causing market price volatility and limited liquidity in the secondary market.
This may limit the ability of the Fund to sell such securities at their market
value. In addition, the market for these securities may also be adversely
affected by legislative and regulatory developments. Credit quality in the junk
bond market can change suddenly and unexpectedly, and even recently issued
credit ratings may not fully reflect the actual risks imposed by a particular
security. For these reasons, it is the Fund's policy to use such ratings in
conjunction with the Adviser's own independent, ongoing review of credit
quality.

The Fund may invest in VARIABLE AMOUNT MASTER DEMAND NOTES which may or may not
be backed by bank letters of credit. These notes permit the investment of
fluctuating amounts at varying market rates of interest pursuant to direct
arrangements between the Fund, as lender, and the borrower. Such notes provide
that the interest rate on the amount outstanding varies on a daily, weekly or
monthly basis depending upon a stated short-term interest rate index. Both the
lender and the borrower have the right to reduce the amount of outstanding
indebtedness at any time. There is no secondary market for the notes. It is
not generally contemplated that such instruments will be traded.

The Fund may invest in WHEN-ISSUED SECURITIES. These securities involve the
purchase of debt obligations on a when-issued basis, in which case delivery and
payment normally take place at a future date. The Fund will only make
commitments to purchase obligations on a when-issued basis with the intention of
actually acquiring the securities, but may sell them before the settlement date.
The when-issued securities are subject to market fluctuation, and no interest
accrues on the security to the purchaser during this period. The payment
obligation and the interest rate that will be received on the securities are
each fixed at the time the purchaser enters into the commitment. Purchasing
obligations on a when-issued basis is a form of leveraging and can involve a
risk that the yields available in the market when the delivery takes place may
actually be higher than those obtained in the transaction itself. In that case
there could be an unrealized loss at the time of delivery.

S-4
<PAGE>

Segregated accounts will be established with the Custodian, and the Fund will
maintain liquid assets (cash, U.S. Government obligations, or liquid, high
quality debt obligations) in an amount at least equal in value to its
commitments to purchase when-issued securities. If the value of these assets
declines, the Fund will place additional liquid assets in the account on a daily
basis so that the value of the assets in the account is equal to the amount of
such commitments.

INVESTMENT COMPANY SHARES

The Fund may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Fund. The Fund'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 the
portfolio's usual expenses. See also "Investment Limitations."

INVESTMENT LIMITATIONS

The following policies are, except for policies 3, 6, 8 and 10, non-fundamental
policies of the Fund. Non-fundamental polices may be changed or eliminated by
the Trust's Board of Trustees without a vote of the Fund's shareholders. The
term "majority of the outstanding shares" of the Fund or the Trust,
respectively, means the vote of (i) 67% or more of the Fund's or the Trust's
shares present at a meeting, if more than 50% of the outstanding shares of the
Fund or the Trust are present or represented by proxy, or (ii) more than 50% of
the Fund's or the Trust's outstanding shares, whichever is less.

The Fund may not:

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

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

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of total assets. Borrowings from a
bank require asset coverage of at least 300%. In the event that such asset
coverage shall at any time fall below 300%, the Fund shall, within three
days thereafter or such longer period as the Securities and Exchange
Commission (the "SEC") may prescribe by rules and regulations, reduce the
amount of its borrowings to such an extent that the asset coverage of such
borrowings shall be at least 300%. All borrowings in excess of 5% of total
assets will be repaid before making additional investments and any interest
paid on such borrowings will reduce income.

S-5
<PAGE>

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

5. Pledge, mortgage or hypothecate assets except to secure borrowings
permitted by (3) above in aggregate amounts not to exceed 10% of total
assets taken at current value at the time of the incurrence of such loan.

6. Purchase or sell real estate, real estate limited partnership interests or
commodities provided that this shall not prevent the Fund from investing in
readily marketable securities of issuers which can invest in real estate or
commodities, institutions that issue mortgages, and real estate investment
trusts which deal in real estate or interests therein, and provided further
that this shall not prevent the Fund from investing in commodities
contracts relating to financial instruments.

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

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

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

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

11. Purchase or retain securities of an issuer if, to the knowledge of the
Trust, an officer, trustee, partner or director of the Trust or any
investment adviser of the Trust owns beneficially more than 1/2 of 1% of
the shares or securities of such issuer and all such officers, trustees,
partners and directors owning more than 1/2 of 1% of such shares or
securities together own more than 5% of such shares or securities.

12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

13. Invest in illiquid securities. An illiquid security is a security which
cannot be disposed of in the usual course of business within seven days, at
approximately the value at which the Fund has valued the instrument.
Illiquid securities include repurchase agreements maturing in excess of
seven days, time deposits with a

S-6
<PAGE>

withdrawal penalty, non-negotiable instruments and instruments for which no
market exists.

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

THE ADVISER

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

The Advisory Agreement provides that if, for any fiscal year, the ratio of
the Fund (including amounts payable to the Adviser but excluding interest,
taxes, brokerage, litigation, and other extraordinary expenses) exceeds
limitations established by any state in which the shares of the Fund are
registered, the Adviser will bear the amount of such excess. The Adviser will
not be required to bear expenses of the 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 of 1986, as amended (the "Code").

To the extent the Fund is registered in the State of California and purchases
securities of open-end investment companies, the Adviser will waive its fee on
the portion of the Fund's assets placed therein.

The continuance of the Advisory Agreement after the first two years must be
specifically approved at least annually (i) by the vote of the Trustees or by a
vote of the shareholders of the Fund, and (ii) by the vote of a majority of the
Trustees who are not parties to the Advisory Agreement or "interested persons"
of any party thereto, cast in person at a meeting called for the purpose of
voting on such approval. The Advisory Agreement will terminate automatically in
the event of its assignment, and is terminable at any time without penalty by
the Trustees of the Trust or, by a majority of the outstanding shares of the
Fund, 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 Trust.

S-7
<PAGE>

THE ADMINISTRATOR

The Trust and SEI Financial Management Corporation (the "Administrator") have
entered into an Administration Agreement (the "Administration Agreement"). The
Administration Agreement provides that the Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which the Administration Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of the Administrator in the performance of its duties or from
reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect with respect to the Fund for a
period of five years after commencement of operations of the Fund and shall
continue in effect for successive periods of two years unless terminated by
either party on not less than 90 days' prior written notice to the other party.
For the fiscal period ended October 31, 1995, the Administrator received fees of
$36,370 for the Fund.

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

THE DISTRIBUTOR

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

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

S-8
<PAGE>

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 Trust upon
not more than 60 days' written notice by either party or upon assignment by the
Distributor.

TRUSTEES AND OFFICERS OF THE TRUST

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

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.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* - 2000 One Logan Square,
Philadelphia, PA 19103. Partner of Morgan, Lewis & Bockius LLP, Counsel to SEI,
the Trust, the Administrator and Distributor, for the past five years.
Director and Secretary of SEI.

GENE PETERS (DOB 06/03/19) - 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.

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Ten Post Office Square South,
Boston, MA 02109. Retired since 1993. Formerly, Partner of Dechert Price &
Rhoads (law firm).

SANDRA K. ORLOW (DOB 10/18/53) - Vice President, Assistant Secretary - Vice
President and Assistant Secretary of SEI, the Administrator and the Distributor
since 1983.

RICHARD W. GRANT (DOB 10/25/45) - Secretary - 2000 One Logan Square,
Philadelphia, PA 19103, Partner of Morgan, Lewis & Bockius LLP (law firm),
Counsel to SEI, the Trust, the Administrator and the Distributor for the past
five years.

- -----------------------
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Trust 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 Trust.

S-10
<PAGE>

The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.
Compensation of officers and affiliated Trustees of the Trust is paid by the
Administrator.

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

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

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>
COMPUTATION OF YIELD AND TOTAL RETURN

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

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

For the 30-day period ended October 31, 1995, the yield for the Fund was
1.44%.

The total return of the Fund refers to the average compounded rate of return to
a hypothetical investment for designated time periods (including but not limited
to, the period from which the Fund 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.

For the period from May 8, 1995 (commencement of operations) through October 31,
1995, the total return for the Fund was 10.60%.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the Transfer Agent on any Business
Day. Shares of the Fund are offered on a continuous basis.

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

S-11
<PAGE>

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

DETERMINATION OF NET ASSET VALUE

The securities of the Fund 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 of fixed income securities, 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 Trust under the general supervision of the Trustees.

TAXES

The following is only a summary of certain tax considerations generally
affecting the Fund and its 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 the
Code and the regulations issued thereunder as in effect on the date of this
Statement of Additional Information. New legislation, as well as administrative
changes or court decisions, may significantly change the conclusions expressed
herein, and may have a retroactive effect with respect to the transactions
contemplated herein.

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

In order to qualify for treatment as a RIC under the Code, the Fund must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
the Fund's gross income each taxable year must be

S-12
<PAGE>

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 Fund must derive less than 30% of its gross income each
taxable year from the sale or other disposition of stocks or securities held for
less than three months; (iii) at the close of each quarter of the Fund'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 Fund'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 Fund'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 Fund controls or which are engaged in
the same, similar or related trades or business.

Notwithstanding the Distribution Requirement described above, which requires
only that the Fund distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss), the
Fund 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 December 31st of that year, plus certain other amounts.

Any gain or loss recognized on a sale or redemption of shares of the Fund 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 the Fund 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 Fund 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 Fund that such shareholder is not subject to backup withholding.

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

STATE TAXES

The Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Fund
to shareholders and the ownership of shares may be subject to state and local
taxes.

S-13
<PAGE>

FUND TRANSACTIONS

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

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

The Adviser may, consistent with the interests of the Fund, select brokers on
the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received
by the Adviser will be in addition to and not in lieu of the services required
to be performed by the Adviser under the Advisory Agreement. If, in the
judgment of the Adviser, the Fund or other accounts managed by the Adviser will
be benefitted by supplemental research services, the Adviser is authorized to
pay brokerage commissions to a broker furnishing such services which are in
excess of commissions which another broker may have charged for effecting the
same transaction. These research services include advice, either directly or
through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; and providing
portfolio performance evaluation and technical market analyses. The expenses of
the Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively, or at all,
with respect to the Fund or account generating the brokerage, and there can be
no guarantee that the Adviser will find all of such services of value in
advising the Fund.

It is expected that the Fund will execute all or substantially all of the Fund's
brokerage or other agency transactions

S-14
<PAGE>

through the Adviser, and may execute agency transactions through the
Distributor, for a commission in conformity with the Investment Company Act of
1940, the Securities Exchange Act of 1934 and rules promulgated by the
Securities and Exchange Commission (the "SEC"). Under these provisions, the
Adviser and the Distributor are permitted to receive and retain compensation for
effecting portfolio transactions for the Fund on an exchange. These rules
further require that commissions paid to the Adviser or the Distributor by the
Fund 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 Adviser
and the Distributor and will review these procedures periodically. For the
fiscal period ended October 31, 1995, the Fund paid no brokerage commission to
the Distributor. For the fiscal period ended October 31, 1995, all securities
transactions for the Fund were directed to the Adviser. The aggregate brokerage
commissions paid for the fiscal period ended October 31, 1995 was $51,140.

For the fiscal period ended October 31, 1995, the portfolio turnover rate for
the Fund was 1.87%.

DESCRIPTION OF SHARES

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

SHAREHOLDER LIABILITY

The Trust 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 Trust were held to be a partnership, the
possibility of the shareholders' incurring financial loss for that reason
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of shareholder liability for obligations of the Trust 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 Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholder held personally liable for the
obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
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 Trust 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

S-15
<PAGE>

Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. 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.

5% SHAREHOLDERS

As of February 9, 1996, the First Manhattan Co. Thrift Plan and Trust, the
participants in which are the partners and employees of the Adviser, held 5% of
the shares of the Fund.

Shareholder %
- ----------- -

First Manhattan Co. 53%
Thrift Plan
Attn: Neal K. Stearns
437 Madison Avenue
New York, NY 10022-17001

EXPERTS

FINANCIAL STATEMENTS

S-16
<PAGE>

APPENDIX

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
("Moody's"), respectively.

Commercial paper issues rated Prime-1 by Moody's are judged by Moody's to be of
"superior" quality on the basis of relative repayment capacity.

DESCRIPTION OF CORPORATE BOND RATINGS

The following descriptions of corporate bond ratings have been published by S&P
and Moody's, respectively.

Debt rated AAA has the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Debt rated AA also qualifies as high-quality debt. Capacity to pay principal
and interest is very strong, and differs from AAA issues only in small degree.
Debt rated A has a strong capacity to pay interest and repay principal although
it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

Debt rated BBB by S&P is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

Debt rated `BB' has less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions that could lead
to inadequate capacity to meet timely interest and principal payments. The `BB'
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied `BBB-' rating.

Debt rate `B' has greater vulnerability to default but presently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions would likely impair capacity or willingness to
pay interest and repay principal. The `B' rating category also is used for debt
subordinated to senior debt that is assigned an actual or implied `BB' or `BB-'
rating.

A-1
<PAGE>

Debt rated `CCC' has a current identifiable vulnerability to default, and is
dependent on favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The `CCC' rating category also is
used for debt subordinated to senior debt that is assigned an actual or implied
`B' or `B-' rating.

Bonds rated Baa by Moody's are considered as medium grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Bonds which are rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

A-2
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Trustees of
FMC Select Fund of
The Advisors' Inner Circle Fund:

We have audited the accompanying statement of net assets of FMC Select Fund
(one of the funds constituting The Advisors' Inner Circle Fund) as of October
31, 1995, and the related statements of operations, changes in net assets and
financial highlights for the period presented. These financial statements and
financial highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of FMC
Select Fund of The Advisors' Inner Circle Fund as of October 31, 1995, the
results of its operations, changes in its net assets, and financial highlights
for the period presented, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
December 5, 1995
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

<TABLE>
<CAPTION>
Market
Value
FMC SELECT FUND Shares (000)
- -----------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK 84.8%
AUTO & TRUCK RELATED 1.5%
Mark IV Industries 21,400 $ 417
-------
BANKS 10.8%
Charter One Financial 7,300 207
Commercial Federal* 16,300 536
Compass Bancshares 15,400 477
Dime Bancorp* 52,100 554
North Fork Bancorporation,
New York 31,500 689
TF Financial 32,000 476
-------
2,939
-------
BASIC CHEMICALS 4.2%
Rohm & Haas 4,000 221
W R Grace 16,700 931
-------
1,152
-------
CONSUMER PRODUCTS 8.8%
Colgate Palmolive 5,100 353
Ekco Group 168,600 949
Gillette 11,400 551
Warner Lambert 6,400 545
-------
2,398
-------
FINANCIAL SERVICES 11.4%
Federal Home Loan Mortgage Corporation 15,400 1,066
Fidelity National Financial 36,000 572
Marsh & McLennan 4,200 344
Northern Trust 13,400 640
State Street Boston 12,100 470
-------
3,092
-------
FOOD, BEVERAGE & TOBACCO 5.1%
General Mills 5,300 304
Sara Lee 8,900 261
UST 27,000 811
-------
1,376
-------

<CAPTION>
Shares/
Face Market
Amount Value
(000) (000)
- -----------------------------------------------------------------------------
<S> <C> <C>
HEALTHCARE 8.2%
Johnson & Johnson 3,700 $ 302
Mallinckrodt Group 7,000 243
Pfizer 9,200 528
Sierra Health Services* 25,000 715
US Healthcare 11,400 439
-------
2,227
-------
MEDIA 10.7%
Dimac* 4,800 125
E.W. Scripps 10,600 400
Gannett 20,400 1,109
Harte-Hanks Communications* 22,700 687
Omnicom Group 9,200 588
-------
2,909
-------
METALS & MINING 1.3%
Reynolds Metals 6,900 348
-------
MULTIPLE INDUSTRY 2.8%
General Electric 12,200 772
-------
PACKAGING 2.3%
Sealed Air* 23,600 622
-------
RAILROADS 5.1%
Burlington Northern Santa Fe 8,600 721
Southern Pacific Rail* 30,000 668
-------
1,389
-------
RETAIL 1.7%
CML Group 42,700 246
Sears Roebuck 6,100 207
-------
453
-------
SPECIALTY CHEMICALS 9.6%
Great Lakes Chemical 10,700 718
Loctite 14,700 695
Lubrizol 4,600 132
McWhorter Technologies* 24,300 365
Sherwin Williams 18,900 711
-------
2,621
-------
SPECIALTY MACHINERY 1.3%
York International 8,100 354
-------
</TABLE>
<PAGE>

STATEMENT OF NET ASSETS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

<TABLE>
<CAPTION>
Face Market
Amount Value
FMC SELECT FUND (concluded) (000) (000)
- -----------------------------------------------------------------------------
<S> <C> <C>
TOTAL COMMON STOCK
(Cost $21,175,499) $23,069
-------
U.S. TREASURY OBLIGATIONS 7.9%
United States Treasury Bills
5.350%, 11/02/95 20 20
5.400%, 11/09/95 85 85
5.300%, 11/16/95 14 14
5.375%, 11/24/95 365 363
5.330%, 11/30/95 72 72
5.300%, 12/07/95 277 276
5.200%, 12/14/95 53 53
5.150%, 12/21/95 267 265
5.350%, 01/04/96 181 179
5.210%, 01/11/96 22 22
United States Treasury Notes
6.875%, 07/31/99 250 259
8.750%, 08/15/00 250 280
8.000%, 05/15/01 250 275
-------
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $2,145,151) 2,163
-------
CORPORATE OBLIGATIONS 4.3%
AON
7.400%, 10/01/02 150 157
Bellsouth Trust MTN
9.190%, 07/01/03 178 198
Commercial Credit
7.750%, 03/01/05 150 161
General Motors MTN
8.875%, 05/15/03 150 169
Marriott International
7.875%, 04/15/05 150 160
Philip Morris
7.250%, 01/15/03 150 154
United Postal Savings
9.000%, 07/26/99 150 165
-------
TOTAL CORPORATE OBLIGATIONS
(Cost $1,139,048) 1,164
-------

<CAPTION>
Face Market
Amount Value
(000) (000)
- -----------------------------------------------------------------------------
<S> <C> <C>
GOVERNMENT BOND 2.8%
Federal Home Loan Mortgage Corporation
Callable 6/15/00 @ 100
6.830%, 06/15/05 250 $ 252
Federal National Mortgage Association
8.500%, 01/13/00 250 262
Federal National Mortgage Association
Principal STRIPS Callable 11/1/96
0%, 11/01/01 250 235
-------
TOTAL GOVERNMENT BOND
(Cost $737,541) 749
-------
TOTAL INVESTMENTS 99.8%
(Cost $25,197,239) 27,145
-------
OTHER ASSETS AND LIABILITIES 0.2%
Other Assets and Liabilities, Net 57
-------
NET ASSETS:
Portfolio shares (unlimited
authorization--no par value)
based on 2,479,124 shares of
beneficial interest 25,154
Undistributed net investment income 23
Accumulated net realized gain on investments 77
Net unrealized appreciation on investments 1,948
-------
TOTAL NET ASSETS: (100.0%) $27,202
=======
Net Asset Value, Offering Price
and Redemption Price Per Share $ 10.97
=======
</TABLE>

* Non-Income producing security
STRIPS Separate Trading of Registered Interest and Principal Securities
MTN--Medium-Term Note

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF OPERATIONS THE ADVISORS' INNER CIRCLE FUND

For the period ended October 31, 1995

<TABLE>
<CAPTION>
FMC
SELECT
FUND
-----------
5/08/95 (1)
TO 10/31/95
(000)
- --------------------------------------------------------------------------------
<S> <C>
Investment Income:
Dividend Income................................................... $ 168
Interest Income................................................... 178
- --------------------------------------------------------------------------------
Total Investment Income.......................................... $ 346
- --------------------------------------------------------------------------------
Expenses:
Investment Advisory Fees.......................................... $ 90
Reimbursements by Adviser......................................... (54)
Administrative Fees............................................... 36
Custodian Fees.................................................... 4
Professional Fees................................................. 14
Transfer Agent Fees............................................... 8
Printing Fees..................................................... 5
Directors' Fees................................................... 2
Registration and Filing Fees...................................... 14
Pricing Fees...................................................... 1
Insurance and Other Fees.......................................... 3
Amortization of Deferred Organizational Costs..................... 1
- --------------------------------------------------------------------------------
Total Expenses................................................... 124
- --------------------------------------------------------------------------------
Net Investment Income........................................... 222
- --------------------------------------------------------------------------------
Net Realized Gain from Securities Sold............................ 77
Net Unrealized Appreciation of Investment Securities.............. 1,948
- --------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments.................. $2,025
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations.............. $2,247
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) The FMC Select Fund Commenced operations on May 8, 1995.

The accompanying notes are an integral part of the financial statements.
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS THE ADVISORS' INNER CIRCLE FUND

For the Period Ended October 31, 1995

<TABLE>
<CAPTION>
FMC
SELECT
FUND
-----------
5/08/95(2)
TO 10/31/95
(000)
- --------------------------------------------------------------------------------
<S> <C>
Investment Activities:
Net Investment Income............................................ $ 222
Net Realized Gain on Securities Sold............................. 77
Net Unrealized Appreciation of Investment Securities............. 1,948
- --------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations............ 2,247
- --------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income............................................ (199)
- --------------------------------------------------------------------------------
Total Distributions............................................. (199)
- --------------------------------------------------------------------------------
Capital Share Transactions:
Shares Issued.................................................... 25,763
Shares Issued in Lieu of Cash Distributions...................... --
Shares Redeemed.................................................. (609)
- --------------------------------------------------------------------------------
Increase in Net Assets Derived from Capital Share Transactions... 25,154
- --------------------------------------------------------------------------------
Total Increase in Net Assets.................................... 27,202
- --------------------------------------------------------------------------------
Net Assets:
Beginning of Period.............................................. --
- --------------------------------------------------------------------------------
End of Period.................................................... $27,202
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares Issued and Redeemed:
Shares Issued.................................................... 2,536
Issued in Lieu of Cash Distributions............................. --
Redeemed......................................................... (57)
- --------------------------------------------------------------------------------
Net Increase in Share Transactions............................... 2,479
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(2) The FMC Select Fund commenced operations on May 8, 1995.

The accompanying notes are an integral part of the financial statements.
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

For a Share Outstanding Throughout the Period

<TABLE>
<CAPTION>
Net Net Net Ratio
Asset Realized and Distributions Distributions Asset Assets Ratio of Net
Value Net Unrealized from Net from Value End of Expenses Income
Beginning Investment Gains or Losses Investment Capital End Total of Period to Average to Average
of Period Income on Securities Income Gains of Period Return (1) (000) Net Assets Net Assets
--------- ---------- --------------- ------------- ------------- --------- ---------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------
FMC SELECT FUND
- ---------------
1995(2) $10.00 0.10 0.96 (0.09) -- $10.97 10.60% $27,202 1.10%* 1.96%*
<CAPTION>
Ratio
Ratio of Net
of Expenses Income (Loss)
to Average to Average
Net Assets Net Assets Portfolio
(Excluding (Excluding Turnover
Reimbursements) Reimbursements) Rate
--------------- --------------- ---------
- --------------------------
<S> <C> <C> <C>
FMC SELECT FUND
- ---------------
1995(2) 1.57%* 1.49%* 1.87%
</TABLE>

* Annualized
(1) Total Return is cumulative since inception.
(2) The FMC Select Fund commenced operations on May 8, 1995.

The accompanying notes are an integral part of the financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

1. Organization:

THE ADVISORS' INNER CIRCLE FUND (the "Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated July 18, 1991. The Trust is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with eleven portfolios. The
financial statements herein present those of the FMC Select Fund (the "Fund").
The financial statements of the remaining portfolios are presented separately.
The assets of each portfolio are segregated, and a Shareholder's interest is
limited to the portfolio in which shares are held.

2. Significant Accounting Policies:

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

Security Valuation -- Investment in equity securities which are traded on a
national exchange (or reported on the NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt
obligations exceeding sixty days to maturity for which market quotations
are readily available are valued at the most recent quoted bid price. Debt
obligations with sixty days or less remaining until maturity may be valued
at their amortized cost, which approximates market value.

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

Security Transactions and Related Income --Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Costs used in determining realized gains and losses on the sales of
investment securities are those of the specific securities sold, adjusted
for the accretion and amortization of purchase discounts or premiums during
the respective holding period which is calculated using the effective
interest method. Interest Income is recognized on the accrual basis.
Dividend income is recorded on the ex-date.

Net Asset Value Per Share -- The net asset value per share of the Fund is
calculated on each business day by dividing the total value of assets, less
liabilities, by the number of shares outstanding.

Other -- Expenses that are directly related to the Fund are charged to the
Fund. Other operating expenses of the Trust are prorated to the Fund on the
basis of relative daily net assets.

Distributions from net investment income are declared and paid to
Shareholders quarterly. Any net realized capital gains are distributed to
Shareholders at least annually.

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

3. Organization Costs and Transactions with Affiliates:

The Fund incurred organization costs of approximately $22,000. These costs have
been capitalized by the Fund and are being amortized over sixty months
commencing with the start-up. In the event the initial shares of the Fund are
redeemed by any holder thereof during the period
<PAGE>

NOTES TO FINANCIAL STATEMENTS (concluded) THE ADVISORS' INNER CIRCLE FUND

October 31, 1995

that the Fund is amortizing its organizational costs, the redemption proceeds
payable to the holder thereof by the Fund will be reduced by the unamortized
organizational costs in the same ratio as the number of initial shares being
redeemed bears to the number of initial shares outstanding at the time of
redemption. These costs include legal fees of approximately $11,000 for
organizational work performed by a law firm of which an officer of the Fund is
a partner.

4. Administration, Shareholder Servicing and Distribution Agreements:

The Trust and the Administrator are parties to an Administration Agreement
under which the Administrator provides management and administrative services
for an annual fee equal to the higher of $75,000 or .20% of the Fund's average
daily net assets.

The Trust and Distributor are parties to a Distribution Agreement. The
Distributor receives no fees for its distribution services under this
agreement.

5. Investment Advisory and Custodian Agreements:

The Fund and First Manhattan Co. (the "Adviser") are parties to an Investment
Advisory Agreement under which the Adviser receives an annual fee equal to .80%
of the Fund's average daily net assets. The Adviser has on a voluntary basis,
agreed to reimburse Fund expenses in order to limit the Fund's total operating
expenses to a maximum of 1.10% of the average daily net assets of the Fund. The
Adviser reserves the right to terminate this arrangement at any time in its
sole discretion.

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

6. Investment Transactions:

The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the period ended October 31, 1995 are as follows:

<TABLE>
<CAPTION>
FMC SELECT
FUND
(000)
----------
<S> <C>
Purchases
Government.......................................................... $ 1,534
Other............................................................... 22,635
Sales
Government.......................................................... $ --
Other............................................................... 396
</TABLE>

<TABLE>
<CAPTION>
FMC SELECT
FUND
(000)
----------
<S> <C>
Aggregate gross unrealized appreciation.............................. $2,381
Aggregate gross unrealized depreciation.............................. (433)
------
Net unrealized appreciation.......................................... $1,948
======
</TABLE>

<PAGE>

NOTICE TO SHAREHOLDERS
OF
THE ADVISORS' INNER CIRCLE FUND
(UNAUDITED)

(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction.
* Items (A) and (B) are based on a percentage of the portfolio's total
distributions.
** Items (D) and (E) are based on a percentage of ordinary income distributions
of the portfolio.
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FUND:
FMC SELECT FUND
P.O. Box 419009
Kansas City, MO 64141-6009

ADVISER:
FIRST MANHATTAN CO.
437 Madison Avenue
New York, NY 10022

TRUST:
THE ADVISORS' INNER CIRCLE FUND
680 East Swedesford Road
Wayne, PA 19087

DISTRIBUTOR:
SEI FINANCIAL SERVICES COMPANY
680 East Swedesford Road
Wayne, PA 19087

ADMINISTRATOR:
SEI FINANCIAL MANAGEMENT COMPANY
680 East Swedesford Road
Wayne, PA 19087

LEGAL COUNSEL:
MORGAN, LEWIS & BOCKIUS
1800 M Street N.W.
Washington, DC 20006

INDEPENDENT PUBLIC ACCOUNTANTS:
ARTHUR ANDERSEN LLP
1601 Market Street
Philadelphia, PA 19103

This information must be preceded or accompanied by a current prospectus for
the Fund described.

FMC-F-00301
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FMC SELECT FUND

ANNUAL REPORT
OCTOBER 31, 1995

ADVISED BY:

FIRST MANHATTAN CO.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FMC-F-003-01
<PAGE>

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits:

(a) Financial Statements

(i) The Registrant's audited Financial Statements for the Clover Capital
Equity Value Fund, Clover Capital Fixed Income Fund, White Oak
Growth Stock Fund, Pin Oak Aggressive Stock Fund, Turner Growth
Equity Fund, Turner Small Cap Fund, A+P Large-Cap Fund, HGK Fixed
Income Fund, AIG Money Market Fund and FMC Select Fund for the
fiscal year ended October 31, 1995 including Arthur Andersen LLP's
consents thereon are filed herewith. The Financial Statements
included are:

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

(b) Additional Exhibits

(1) Registrant's Agreement and Declaration of Trust dated June 29, 1993 is
incorporated herein by reference to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on August 29, 1991.
(2) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on August 29, 1991.
(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 filed herewith.
(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
<PAGE>

(File No. 33-42484), filed with the Securities and Exchange Commission
on November 15, 1993 is filed herewith.
(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 filed herewith.
(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 filed herewith.
(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
filed herewith.
(5)(f) Investment Advisory Agreement between Registrant and AIG Capital
Management Corp. with respect to AIG Money Market Fund is incorporated
by reference to Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on September 19, 1994.
(5)(g) Investment Advisory Agreement Between Registrant and First Manhattan Co.
with respect to FMC Select Fund dated May 3, 1995 as originally filed
with Post-Effective Amendment No. 19 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484) filed with the Securities and
Exchange Commission on February 1, 1995 is 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 filed herewith.
(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

C-2
<PAGE>

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 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 filed herewith.
(15) Distribution Plan for The Advisors' Inner Circle Fund as originally
filed with Post-Effective Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities
and Exchange Commission on September 19, 1994 is filed herewith.
(16) Performance Quotation Computation is incorporated herein by reference to
Post-Effective Amendment No. 13 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on February 25, 1994.
(18) Rule 18f-3 Plan is incorporated herein to exhibit (15)(a) which is
incorporated herein by reference to exhibit (15)(a) to Post-Effective
Amendment No. 21 to Registrant's Registration Statement on Form N-1A
(File No. 33-42484), filed with the Securities and Exchange Commission
on June 1, 1995.
(24) Powers of Attorney are incorporated herein by reference to Post-
Effective Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484) filed with the Securities and Exchange
Commission on February 1, 1995.

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

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

C-3
<PAGE>

Item 26. Number of Holders of Securities as of February 5, 1996:
<TABLE>
<CAPTION>

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

Units of beneficial interest, without
par value-

Clover Capital Fixed Income Fund 294
Clover Capital Equity Value Fund 1,308
Turner Growth Equity Fund 217
Turner Fixed Income Fund 6
Turner Small Cap Fund 85
White Oak Growth Stock Fund 428
Pin Oak Aggressive Stock Fund 570
A+P Large-Cap Fund 25
HGK Fixed Income Fund 93
AIG Money Market Fund Class A 169
AIG Money Market Fund Class B 50
FMC Select Fund 16
</TABLE>

Item 27. Indemnification:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

C-4
<PAGE>

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).

Turner Investment Partners, Inc.
- --------------------------------
Turner Investment Partners, Inc. is the investment adviser for the Turner Growth
Equity, Turner Small Cap and Turner Fixed Income Portfolios. The principal
address of Turner Investment Partners, Inc. is 1235 Westlakes Drive, Suite 350,
Berwyn, PA 19312-2414.

The list required by this Item 28 of general partners of Turner Investment
Partners, 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 Turner Investment Partners, Inc. under the Advisers
Act of 1940 (SEC File No. 801-36220).

Oak Associates
- --------------
Oak Associates is the investment adviser for the White Oak Growth Stock Fund and
the Pin Oak Agressive Stock Fund. The principal address of Oak Associates is
3875 Embassy Parkway, Suite 250, Akron, OH 44333.

The list required by this Item 28 of general partners of Oak Associates,
together with information as to any other business profession, vocation, or
employment of a substantial nature engaged in by such general partners during
the past two years is incorporated by reference to Schedules B and D of Form ADV
filed by Oak Associates under the Advisers Act of 1940 (SEC File No.
801-23632).
<PAGE>

Aronson+Partners
- ----------------
Aronson+Partners is the investment adviser for the A+P Large-Cap Value Fund. The
principal address of Aronson+Partners is 230 S. Broad Street, 20th Floor,
Philadelphia, PA 19102.

The list required by this Item 28 of general partners of Aronson+Partners,
together with information as to any other business profession, vocation, or
employment of a substantial nature engaged in by such general partners during
the past two years is incorporated by reference to Schedules B and D of Form ADV
filed by Aronson+Partners under the Advisers Act of 1940 (SEC File No. 801-
22950).

HGK Asset Management, Inc.
- --------------------------
HGK Asset Management, Inc. is the investment adviser for the HGK Fixed Income
Fund. The principal address of HGK Asset Management, Inc. is 17 State Street,
15th Floor, New York, NY 10004.

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).

C-6
<PAGE>

Item 29. Principal Underwriters:

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

Registrant's distributor, SEI Financial Services Company ("SFS"), acts as
distributor for:
<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Compass Capital Group of Funds March 8, 1991
FFB Lexicon Funds October 18, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds June 1, 1993
Marquis Funds(R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Insurance Investment Products Trust December 30, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
Conestoga Family of Funds May 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 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").

C-7
<PAGE>

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 --
Charles A. Marsh Executive Vice President-Capital Resources Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
David G. Lee Senior Vice President President & Chief
Financial Officer
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel Vice President, Assistant
Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Managing Director --
Vic Galef Managing Director --
Lawrence D. Hutchison Managing Director --
Kim Kirk Managing Director --
John Krzeminski Managing Director --
Carolyn McLaurin Managing Director --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
Vicki Malloy Team Leader --
Mick Duncan Team Leader --
Robert Ludwig Team Leader & Vice President --
Jeff Drennen Vice President --
Robert Aller Vice President --
C. Tony Baker Vice President
Steve Bendinelli Vice President --
</TABLE>

C-8
<PAGE>

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Cris Brookmyer Vice President & Controller --
Gordon W. Carpenter Vice President --
Robert B. Carroll Vice President & Assistant Secretary Vice President, Assistant
Secretary
Todd Cipperman Vice President & Assistant Secretary Vice President, Assistant
Secretary
Ed Daly Vice President --
Lucinda Duncalfe Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Donald H. Korytowski Vice President --
Jack May Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President, Assistant
Secretary
Kim Rainey Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President, Assistant
Secretary
Daniel Spaventa Vice President --
William Zawaski Vice President --
Larry Pokora Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>

Item 30. Location of Accounts and Records:

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

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

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

C-9
<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 Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087

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

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

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

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

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

HGK Asset Management, Inc.
Newport Tower
525 Washington Blvd.
Jersey City, NJ 07310

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

C-10
<PAGE>

First Manhattan Co.
42 Broadway
New York, NY 10004

Item 31. Management Services: None.

Item 32. Undertakings:

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

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

Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with shareholders of the Fund,
the Trustees will inform such shareholders as to the approximate number of
shareholders of record and the approximate costs of mailing or afford said
shareholders access to a list of shareholders.

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

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

C-11
<PAGE>

NOTICE

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

C-12
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "Securities
Act") and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements of effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
No. 33-42484 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wayne, Commonwealth of Pennsylvania on the 27th day
of February, 1996.

THE ADVISORS' INNER CIRCLE FUND

By: /s/ David G. Lee
-----------------------
David G. Lee, President

ATTEST: /s/
- ---------------------------------
Jeffrey A. Cohen, Controller

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

* Trustee February 27, 1996
- ---------------------
John Cooney

* Trustee February 27, 1996
- ---------------------
William M. Doran

* Trustee February 27, 1996
- ---------------------
Frank E. Morris

* Trustee February 27, 1996
- ---------------------
Robert A. Nesher

* Trustee February 27, 1996
- ---------------------
Robert A. Patterson

* Trustee February 27, 1996
- ---------------------
Eugene Peters

* Trustee February 27, 1996
- ---------------------
James M. Storey
/s/ David G. Lee
- --------------------- President & February 27, 1996
David G. Lee Chief Executive
Officer
/s/ Jeffery A. Cohen
- --------------------- Controller & February 27, 1996
Jeffrey A. Cohen Chief Financial
Officer
</TABLE>

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

<PAGE>

EXHIBIT INDEX

Exhibit No. and Description Sequential Page No.
- --------------------------- -------------------

EX-99.B1 Registrant's Agreement and Declaration of Trust dated June 29, 1993
is incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on August 29, 1991.

EX-99.B2 Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on August
29, 1991.

EX-99.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 filed
herewith.

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 filed herewith.

EX-99.B5(c) Investment Advisory Agreement between Registrant and Oak Associates
with respect to White Oak Growth Stock Fund and Pin Oak Aggressive
Stock Fund dated July 20, 1992 as originally filed with Post-
Effective Amendment No. 3 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on May 22, 1992 is filed herewith.

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 filed herewith.

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 filed herewith.
<PAGE>

Exhibit No. and Description Sequential Page No.
- --------------------------- -------------------

EX-99.B5(f) Investment Advisory Agreement between Registrant and AIG Capital
Management Corp. with respect to AIG Money Market Fund is
incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on
September 19, 1994.

EX-99.B5(g) Investment Advisory Agreement Between Registrant and First
Manhattan Co. with respect to FMC Select Fund dated May 3, 1995 as
originally filed with Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File No. 33-
42484) filed with the Securities and Exchange Commission on
February 1, 1995 is 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
filed herewith.

EX-99.B8 Custodian Agreement between Registrant and CoreStates Bank N.A. is
incorporated herein by reference to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on
October 28, 1991.

EX-99.B9 Amended and Restated Administration Agreement between Registrant
and SEI Financial Management Corporation, including schedules
relating to Clover Capital Equity Value Fund, Clover Capital Fixed
Income Fund, White Oak Growth Stock Fund, Pin Oak Aggressive Stock
Fund, Roulston Midwest Growth Fund, Roulston Growth and Income
Fund, Roulston Government Securities Fund, A+P Large-Cap Fund,
Turner Fixed Income Fund, Turner Small Cap Fund, Turner Growth
Equity Fund, Morgan Grenfell Fixed Income Fund, Morgan Grenfell
Municipal Bond Fund and HGK Fixed Income Fund dated May 17, 1994 as
originally filed with Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 33-
42484), filed with the Securities and Exchange Commission on June
15, 1994 is 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 filed herewith.

EX-99.B15 Distribution Plan for The Advisors' Inner Circle Fund as originally
filed with Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on September 19, 1994 is
filed herewith.
<PAGE>

Exhibit No. and Description Sequential Page No.
- --------------------------- -------------------

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 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. 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.

<PAGE>

Exhibit 99.B 5(a)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 14th day of November 1991, by and between The Advisors'
Inner Circle Fund, a Massachusetts business trust (the "Trust"), and Clover
Capital Management, Inc. (the "Adviser").

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

WHEREAS, the Trust has retained SEI Financial Management Corporation (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 Clover Capital Equity Value Fund and
Clover Capital Fixed Income 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 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 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
<PAGE>

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 (less any assets of such Portfolios held in non-
interest bearing special deposits with a Federal Reserve Bank).

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 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.

2
<PAGE>

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 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 Investment Company Act of 1940 which are prepared or
maintained by the Adviser on 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 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,

3
<PAGE>

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 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 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
Investment Company Act of 1940 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 Investment Company Act of 1940 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.

4
<PAGE>

the rules and regulations thereunder; subject to such exemptions as
may be granted by the Securities and Exchange Commission under said
Act.

13. 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 11 Tobey Village Office
Park, Pittsford, NY 14534.

14. 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.

A copy of the 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
are 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.

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: [SIGNATURE APPEARS HERE]
----------------------------
Attest: [SIGNATURE APPEARS HERE]
------------------------

CLOVER CAPITAL MANAGEMENT, INC.

By: [SIGNATURE APPEARS HERE]
----------------------------
Attest: [SIGNATURE APPEARS HERE]
------------------------

5
<PAGE>

Schedule

to the

Investment Advisory Agreement

between

The Advisors' Inner Circle Fund

and

Clover Capital Management, Inc.

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

Portfolio Fee (in basis points)
- --------------------- -----------------------
Clover Capital Equity .74% of the average
Value Fund daily net assets

Clover Capital Fixed .45% of the average
Income Fund daily net assets

<PAGE>

EX.99.B 5(b)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 21st day of February, 1992, by and between The
Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust"), and
Turner Investment Partners, Inc. (the "Adviser").

WHEREAS, the Trust has retained SEI Financial Management Corporation (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 Turner Growth Equity 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:

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

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.

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 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
Investment Company Act of 1940 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 Investment Company Act of 1940 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
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
<PAGE>

13. 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 300 Berwyn Park,
Suite 120, Berwyn, PA 19312.

14. 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.

15. Governing Law. This Agreement shall be construed in accordance with
the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of
the Commonwealth of Massachusetts, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter
shall control.

A copy of the 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
are 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.

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: [SIGNATURE APPEARS HERE]
----------------------------
Attest: [SIGNATURE APPEARS HERE]
------------------------

TURNER INVESTMENT PARTNERS, INC.

By: [SIGNATURE APPEARS HERE]
---------------------------
Attest: [SIGNATURE APPEARS HERE]
------------------------
<PAGE>

Schedule dated February 28, 1994
to the
Investment Advisory Agreement
dated February 21, 1992
between
The Advisors' Inner Circle Fund
and
Turner Investment Partners, Inc.

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

Portfolio Fee (in basis points)
- ------------------- -----------------------
Turner Growth Equity Fund .75% of the average daily net assets
Turner Small Cap Fund 1.00% of the average daily net assets
Turner Fixed Income Fund .50% of the average daily net assets

<PAGE>

EX.99.B 5(c)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 20th day of July, 1992, by and between The Advisors'
Inner Circle Fund, a Massachusetts business trust (the "Trust"), and Oak
Associates (the "Adviser").

WHEREAS, the Trust has retained SEI Financial Management Corporation (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 White Oak Growth Stock Fund and Pin Oak
Aggressive Stock 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:

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 (less any assets of such Portfolios held in non-
interest bearing special deposits with a Federal Reserve Bank).

All rights of compensation under this Agreement for services performed
as of the termination date shall survive the 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 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
Investment Company Act of 1940 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 Investment Company Act of 1940 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.

14. 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.

A copy of the 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
are 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.

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: [SIGNATURE APPEARS HERE]
----------------------------

Attest: [SIGNATURE APPEARS HERE]
------------------------

OAK ASSOCIATES

By: [SIGNATURE APPEARS HERE]
----------------------------

Attest: [SIGNATURE APPEARS HERE]
------------------------
<PAGE>

Schedule

to the

Investment Advisory Agreement

between

The Advisors' Inner Circle Fund

and

Oak Associates

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

Portfolio Fee (in basis points)
- --------------------------- -----------------------------------
White Oak Growth Stock Fund .74% of the average daily net assets
Pin Oak Aggressive Stock Fund .74% of the average daily net assets

<PAGE>

Exhibit 5(d)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 15th day of October, 1993, by and between The Advisors'
Inner Circle Fund, a Massachusetts business trust (the "Trust"), and
Aronson+Fogler (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 Financial Management Corporation (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 A+F Large Cap Portfolio (the
"Portfolio"), 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.

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 Portfolio and is directed to use its best
efforts to obtain the best net results as described from time to time
in the Portfolio's 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 Portfolio's Prospectuses and
Statement of Additional Information.
<PAGE>

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 (less any assets of such Portfolio held in non-
interests bearing special deposits with a Federal Reserve Bank).

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

5. Excess Expenses. If the expenses for the 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
the Portfolio are qualified for offer and sale, the Adviser shall bear
such excess cost.

However, the Adviser will not bear expenses of the 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.

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

- 2 -
<PAGE>

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
non-exclusive license to the Trust for use of its name in the name of
the Portfolio 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 part, cast
in person at a 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.

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

- 3 -
<PAGE>

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.

13. Notice. 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. 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

14. 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.

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 are 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.

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: [SIGNATURE APPEARS HERE]
----------------------------

Attest: [SIGNATURE APPEARS HERE]
-------------------------

ARONSON + FOGLER

By: [SIGNATURE APPEARS HERE]
-----------------------------

Attest: [SIGNATURE APPEARS HERE]
-------------------------
<PAGE>

Schedule dated October 15, 1993

to the

Investment Advisory Agreement

between

The Advisors' Inner Circle Fund

and

Aronson+Fogler

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

Portfolio Fee (in basis points)
- -------------------------- --------------------------
A+F Large Cap Portfolio .40%
<PAGE>

[NOTHING APPEARS HERE]

<PAGE>

EX.99.B 5(e)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 15th day of August, 1994, by and between The Advisors
Inner Circle Fund, a Massachusetts business trust (the "Trust"), and HGK Asset
Management, Inc. (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 Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject to
the control of the Board of Trustees; and

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its HGK Fixed Income Portfolio 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 Portfolios' Prospectuses and Statement of Additional
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.
<PAGE>

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 (less any
assets of such Portfolios held in non-interest bearing special deposits
with a Federal Reserve Bank).

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 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.

2
<PAGE>

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 of 1986, as amended.
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.

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 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 Section 9, the term "Adviser" shall include directors,
officers, employees and other corporate agents of the Adviser as well as
that corporation itself).

3
<PAGE>

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 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 12, 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.

4
<PAGE>

14. 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 437 Madison Avenue, New York, New York 10022.

15. 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.

16. Governing Law. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Massachusetts, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.

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: [SIGNATURE APPEARS HERE]
----------------------------

Attest: [SIGNATURE APPEARS HERE]
-----------------------

FIRST MANHATTAN CO.

By: [SIGNATURE APPEARS HERE]
----------------------------

Attest: [SIGNATURE APPEARS HERE]
-----------------------

<PAGE>

Schedule dated August 15, 1994
to the
Investment Advisory Agreement
dated August 15, 1994
between
The Advisors' Inner Circle Fund
and
HGK Asset Management, Inc.

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

Portfolio Fee
HGK Fixed Income Portfolio .50%

<PAGE>

Exhibit 99.B 5(g)

THE ADVISORS' INNER CIRCLE FUND
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 3rd day of May, 1995, by and between The Advisors'
Inner Circle Fund, a Massachusetts business trust (the "Trust"), and First
Manhattan Co., a New York limited partnership (the "Adviser").

WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject to
the control of the Board of Trustees; and

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its FMC Select 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 Portfolios' Prospectuses and Statement of Additional
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.
<PAGE>

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 expects
that it, a registered broker/dealer, will execute all or a substantial
portion of the Portfolios' brokerage transactions. The Adviser will
execute, and maintain and preserve information regarding, such transactions
in accordance with applicable law. 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 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.

2
<PAGE>

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 of 1986, as amended.
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.

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 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 partners,
employees and agents of the Adviser as well as that partnership 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

3
<PAGE>

transactions for the Trust may be effected through the Adviser and/or its
affiliates 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 grants a license to the
Trust for use of its name in the names of the Portfolios for the term of
this Agreement. 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 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.

13. 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.

4
<PAGE>

14. 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 437 Madison Avenue, New York, New York 10022.

15. 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.

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.

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: [SIGNATURE APPEARS HERE]
-----------------------------

Attest: [SIGNATURE APPEARS HERE]
------------------------

FIRST MANHATTAN CO.

By: [SIGNATURE APPEARS HERE]
---------------------------

Attest: [SIGNATURE APPEARS HERE]
------------------------

5
<PAGE>

SCHEDULE DATED MAY 3,1995
TO THE
INVESTMENT ADVISORY AGREEMENT DATED MAY 3,1995
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
FIRST MANHATTAN CO.

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

Portfolio Fee
FMC Select Fund .80%

<PAGE>

Exhibit 6

DISTRIBUTION AGREEMENT
THE ADVISORS' INNER CIRCLE FUND

THIS AGREEMENT is made as of the 8th day of August, 1994 and amends and
restates that certain Distribution Agreement dated as of November 14, 1991,
between The Advisors' Inner Circle Fund (the "Trust"), a Massachusetts business
trust, and SEI Financial Services Company (the "Distributor"), a Pennsylvania
corporation.

WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended ("1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:

ARTICLE 1. Sale of Shares. The Trust grants to the Distributor the
--------------
exclusive right to sell units (the "Shares") of the portfolios (the
"Portfolios") of the Trust at the net asset value per Share, plus any applicable
sales charges in accordance with the current prospectuses, as agent and on
behalf of the Trust, during the term of this Agreement and subject to the
registration requirements of the 1933 Act, the rules and regulations of the SEC
and the laws governing the sale of securities in the various states (the "Blue
Sky Laws").

ARTICLE 2. Solicitation of Sales. In consideration of these rights granted
---------------------
to the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, in connection with the distribution of
Shares of the Trust; provided, however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction when it determines
it would be uneconomical for it to do so or to maintain its registration in any
jurisdiction in which it is now registered nor obligate the Distributor to sell
any particular number of Shares.

ARTICLE 3. Compensation. As compensation for providing the services under
this Agreement:

(a) The Distributor shall receive from the Trust:

(1) all distribution and service fees, as applicable, at the rate
and under the terms and conditions set forth in each Distribution
and Shareholder Services
<PAGE>

Plan adopted by the appropriate class of shares of each of the
Portfolios, as such Plans may be amended from time to time, and
subject to any further limitations on such fees as the Board of
Trustees of the Trust may impose;

(2) all contingent deferred sales charges ("CDSC") applied on
redemptions of CDSC Class Shares of each Portfolio on the terms and
subject to such waivers as are described in the Trust's
Registration Statement and current prospectuses, as amended from
time to time, or as otherwise required pursuant to applicable law;
and

(3) all front-end sales charges, if any, on purchases of Class A
Shares of each Portfolio sold subject to such charges as described
in the Trust's Registration Statement and current prospectuses, as
amended from time to time. The Distributor, or brokers, dealers and
other financial institutions and intermediaries that have entered
into sub-distribution agreements with the Distributor, may collect
the gross proceeds derived from the sale of such Class A Shares,
remit the net asset value thereof to the Trust upon receipt of the
proceeds and retain the applicable sales charge.

(b) The Distributor may reallow any or all of the distribution or service
fees, contingent deferred sales charges and front-end sales charges which
it is paid by the Trust to such brokers, dealers and other financial
institutions and intermediaries as the Distributor may from time to time
determine.

ARTICLE 4. Authorized Representations. The Distributor is not authorized by
--------------------------
the Trust to give any information or to make any representations other than
those contained in the current registration statements and prospectuses of the
Trust filed with the SEC or contained in Shareholder reports or other material
that may be prepared by or on behalf of the Trust for the Distributor's use. The
Distributor may prepare and distribute sales literature and other material as it
may deem appropriate, provided that such literature and materials have been
prepared in accordance with applicable rules and regulations.

ARTICLE 5. Registration of Shares. The Trust agrees that it will take all
----------------------
action necessary to register Shares under the federal and state securities laws
so that there will be available for sale the number of Shares the Distributor
may reasonably be expected to sell and to pay all fees associated with said
registration. The Trust shall make available to the Distributor such number of
copies of its currently effective prospectuses and statements of additional
information as the Distributor may reasonably request. The Trust shall furnish
to the Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection with
the distribution of Shares of the Trust.

2
<PAGE>

ARTICLE 6. Indemnification of Distributor. The Trust agrees to indemnify
------------------------------
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees and
disbursements incurred in connection therewith), arising by reason of any
person acquiring any Shares, based upon the ground that the registration
statement, prospectus, Shareholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements made not misleading. However, the
Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statements or omission was made in reliance upon, and in
conformity with, information furnished to the Trust by or on behalf of the
Distributor.

In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor against any liability to the Trust or its Shareholders to which the
Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable to the Distributor under the
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to the Distributor or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph.

The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.

The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the

3
<PAGE>

issuance or sale of any of its Shares.

ARTICLE 7. Indemnification of Trust. The Distributor covenants and agrees
------------------------
that it will indemnify and hold harmless the Trust and each of its Trustees and
officers and each person, if any, who controls the Trust within the meaning of
Section 15 of the Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees incurred in
connection therewith) based upon the 1933 Act or any other statute or common
law and arising by reason of any person acquiring any Shares, and alleging a
wrongful act of the Distributor or any of its employees or alleging that the
registration statement, prospectus, Shareholder reports or other information
filed or made public by the Trust (as from time to time amended) included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon and in conformity
with information furnished to the Trust by or on behalf of the Distributor.

In no case (i) is the indemnity of the Distributor in favor of the Trust or
any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.

The Distributor shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.

4
<PAGE>

The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any of the Trusts' Shares.

ARTICLE 8. Effective Date. This Agreement shall be effective upon its
--------------
execution, and unless terminated as provided, shall continue in force for two
years from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the
Trustees of the Trust, or the vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or the Trust's Distribution Plan
or interested persons of any such party ("Qualified Trustees"), cast in person
at a meeting called for the purpose of voting on the approval. This Agreement
shall automatically terminate in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person" shall have the respective meanings
specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by the Distributor, by a vote of a majority of
Qualified Trustees or by vote of a majority of the outstanding voting securities
of the Trust upon not less than 60 days prior written notice to the other party.

ARTICLE 9. Notices. 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, Pennsylvania, 19087-1658, and
if to the Distributor, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658.

ARTICLE 10. Limitation of Liability. A copy of the Declaration of Trust of
-----------------------
the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or unitholders of the Trust individually but binding only upon the
assets and property of the Trust.

ARTICLE 11. Governing Law. This Agreement shall be construed in accordance
-------------
with the laws of the Commonwealth of Massachusetts and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Massachusetts, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.

5
<PAGE>

ARTICLE 12. Multiple Originals. This Agreement may be executed in two or
------------------
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.

THE ADVISORS' INNER CIRCLE FUND

By: [SIGNATURE APPEARS HERE]
--------------------------------------------

Attest: [SIGNATURE APPEARS HERE]
----------------------------------------

SEI FINANCIAL SERVICES COMPANY

By: [SIGNATURE APPEARS HERE]
--------------------------------------------

Attest: [SIGNATURE APPEARS HERE]
---------------------------------------

<PAGE>

ADMINISTRATION AGREEMENT

THE ADVISORS' INNER CIRCLE FUND

THIS AGREEMENT is made as of this 14th day of November, 1991 as amended and
restated this 17th day of May, 1994, by and between The Advisors' Inner Circle
Fund (the "Trust"), a Massachusetts business trust, and SEI Financial Management
Corporation (the "Administrator"), a Delaware corporation.

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; and

WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management, shareholder services and
administrative services to such portfolios of the Trust as the Trust and the
Administrator may agree on (the "Portfolios") and as listed on the schedules
attached hereto (the "Schedules") and made a part of this Agreement, on the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:

ARTICLE 1. Retention of the Administrator. The Trust hereby retains the
------------------------------
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management and administrative services as set forth below.
The Administrator hereby accepts such employment to perform the duties set forth
below.

The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.

ARTICLE 2. Other Administrative Services. The Administrator shall perform
-----------------------------
or supervise the performance by others of other administrative services in
connection with the operations of the Portfolios, and, on behalf of the Trust,
will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Portfolios' operations. The
Administrator shall provide the Trustees of the Trust with such reports
regarding investment performance as they may reasonably request but shall have
no responsibility for supervising the performance by any investment adviser or
sub-adviser of its responsibilities.
<PAGE>

The Administrator shall provide the Trust with regulatory reporting, fund
accounting and related portfolio accounting services, all necessary office
space, equipment, personnel compensation and facilities (including facilities
for Shareholders' and Trustees' meetings) for handling the affairs of the
Portfolios and such other services as the Administrator shall, from time to
time, determine to be necessary to perform its obligations under this Agreement.

The Administrator shall make reports to the Trust's Trustees concerning the
performance of its obligations hereunder; furnish advice and recommendations
with respect to other aspects of the business and affairs of the Portfolios as
the Trust and the Administrator shall determine desirable; and shall provide the
Portfolios' Shareholders with the reports described in the Portfolios' then
current prospectuses.

The Administrator shall calculate the daily net asset value of the
Portfolios in accordance with the procedures prescribed in the Trust's
Registration Statement and such other procedures as may be established by the
Trustees of the Trust.

The Administrator will answer such correspondence and inquiries from
Shareholders, securities brokers and others relating to its duties hereunder and
such other correspondence and inquiries as may from time to time on such terms
as may be mutually agreed upon between the Administrator and the Fund.

Also, the Administrator may perform other services for the Trust as agreed
from time to time, including, but not limited to, preparation and mailing of
appropriate Federal income tax forms and returns to the Internal Revenue Service
and other appropriate taxing authorities; mailing the annual reports of the
Portfolios; preparing an annual list of Shareholders; furnishing the Trust with
such reports regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law; and mailing notices of
Shareholders' meetings, proxies and proxy statements, for all of which the Trust
will pay the Administrator's out-of-pocket expenses.

ARTICLE 3. Allocation of Charges and Expenses.
----------------------------------
(A) The Administrator. The Administrator shall furnish at its own expense
-----------------
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.

2
<PAGE>

(B) The Trust. The Trust assumes and shall pay or cause to be paid all
---------
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
incurred in connection with issuing and redeeming Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or the investment adviser to
the Trust or any affiliated corporation of the Administrator or the investment
adviser, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Trust.

ARTICLE 4. Compensation of the Administrator.
---------------------------------
(A) Administration Fee. For the services to be rendered, the facilities
------------------
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in the Schedules. Such compensation shall be calculated and
accrued daily, and paid to the Administrator monthly.

If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, the Administrator's compensation
for that part of the month in which this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above. Payment of the Administrator's compensation for the preceding month shall
be made promptly.

(B) Compensation from Transactions. The Trust hereby authorizes any entity
------------------------------
or person associated with the Administrator which is a member of a national
securities exchange to effect any transaction on the exchange for the account of
the Trust which is permitted by Section 11(a) of the Securities Exchange Act of
1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the
retention of compensation for such transactions in accordance with Rule
11a2-2(T) (a) (2) (iv).

(C) Survival of Compensation Rates. All rights of compensation under this
------------------------------
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.

ARTICLE 5. Limitation of Liability of the Administrator. The duties of the
--------------------------------------------
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator 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

3
<PAGE>

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 law which cannot be waived or modified hereby. (As used
in this Article 7, the term "Administrator" shall include directors, officers,
employees and other corporate agents of the Administrator as well as that
corporation itself.)

So long as the Administrator acts in good faith and with due diligence and
without gross negligence, the Trust assumes full responsibility and shall
indemnify the Administrator and hold it harmless from and against any and all
actions, suits and claims, whether groundless or otherwise, and from and against
any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of said
administration, transfer agency, and dividend disbursing relationships to the
Trust or any other service rendered to the Trust hereunder. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.

The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not affect the rights
hereunder.

The Administrator may apply to the Trust at any time for instructions and
may consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.

ARTICLE 6. Activities of the Administrator. The services of the
-------------------------------
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may

4
<PAGE>

be or become interested in the Administrator, as directors, officers, employees
and shareholders or otherwise and that directors, officers, employees and
shareholders of the Administrator and its counsel are or may be or become
similarly interested in the Trust, and that the Administrator may be or become
interested in the Trust as a Shareholder or otherwise.

ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall be
--------------------------
as specified in the Schedules.

This Agreement shall not be assignable by either party without the written
consent of the other party.

ARTICLE 8. Amendments. This Agreement may be amended by the parties hereto
----------
only if such amendment is specifically approved (i) by the vote of a majority of
the Trustees of the Trust, and (ii) by the vote of a majority of the Trustees of
the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a Board of Trustees meeting called for the purpose
of voting on such approval.

For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate any requirements of its
Declaration of Trust, By-Laws or then current prospectuses, or any rule,
regulation or requirement of any regulatory body.

ARTICLE 9. Trustees' Liability. A copy of the Declaration of Trust of the
-------------------
Trust is on file with the Secretary of State 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 not individually and that
the obligations of this instrument are 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.

ARTICLE 10. Certain Records. The Administrator shall maintain customary
---------------
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such

5
<PAGE>

records to any person in any case where it is advised by its counsel that it may
be held liable for failure to do so, unless (in cases involving potential
exposure only to civil liability) the Trust has agreed to indemnify the
Administrator against such liability.

ARTICLE 11. Definitions of Certain Terms. The terms "interested person" and
----------------------------
"affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.

ARTICLE 12. 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
Administrator at 680 East Swedesford Road, Wayne, PA 19087-1658.

ARTICLE 13. Governing Law. This Agreement shall be construed in accordance
-------------
with the laws of the Commonwealth of Massachusetts and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Massachusetts, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.

ARTICLE 14. Multiple Originals. This Agreement may be executed in two or
------------------
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

THE ADVISORS' INNER CIRCLE FUND

By: [SIGNATURE APPEARS HERE]
----------------------------------

Attest: [SIGNATURE APPEARS HERE]
-----------------------------

SEI FINANCIAL MANAGEMENT CORPORATION

By: [SIGNATURE APPEARS HERE]
----------------------------------

Attest: [SIGNATURE APPEARS HERE]
------------------------------

6
<PAGE>

CLOVER CAPITAL EQUITY VALUE FUND

CLOVER CAPITAL FIXED INCOME FUND

SCHEDULE
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation for services rendered to the Clover
Capital Equity Value Fund and Clover Capital Fixed Income Fund
("Portfolios") at an annual rate per Portfolio of the greater of (i)
$50,000 and (ii) .20% of the average daily net assets of the
respective Portfolios, which is calculated daily and paid monthly.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
November 14,1991 and shall remain in effect for 5 years ("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>

WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND

SCHEDULE DATED JULY 20,1992
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17,1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation for services rendered to the White Oak
Growth Stock Fund and Pin Oak Aggressive Stock Fund ("Portfolios") at
an annual rate per Portfolio of the greater of (i) $50,000 and (ii)
.20% of the average daily net assets of the respective Portfolios,
which is calculated daily and paid monthly.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
July 20, 1992 and shall remain in effect for 5 years ("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>

ROULSTON MIDWEST GROWTH FUND
ROULSTON GROWTH AND INCOME FUND
ROULSTON GOVERNMENT SECURITIES FUND

SCHEDULE
DATED JUNE 15, 1993
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation for services rendered to the Roulston
Midwest Growth Fund, Roulston Growth and Income Fund and Roulston
Government Securities Fund (the "Portfolios") at an annual rate per
Portfolio of .20% of the average daily net assets of each Portfolio,
which is calculated daily and paid monthly. There is a minimum annual
fee of $50,000 per Portfolio.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
June 15, 1993 and shall remain in effect for 5 years ("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>

A+F LARGE CAP PORTFOLIO

SCHEDULE
DATED OCTOBER 15, 1993
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation for services rendered to the A+F Large Cap
Portfolio (the "Portfolio") at an annual rate equal to the higher of
$75,000 or .20% of the A+F Portfolio's average daily net assets up to
$100 million, .15% on the next $100 million of the Portfolio's
average daily net assets, and .10% on the Portfolio's average daily
net assets in excess of $200 million. In addition the Administrator
has agreed to waive this fee during the first twelve months of
operation in an amount necessary to limit this fee to the higher of
$67,500 or .18% of the A+F Portfolio's average daily net assets.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
October 15, 1993 and shall remain in effect for 5 years ("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>

SCHEDULE DATED DECEMBER 29, 1993
TO THE ADMINISTRATION AGREEMENT
DATED DECEMBER 29, 1993
BETWEEN
MORGAN GRENFELL INVESTMENT TRUST
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 4, Section A and subject to the minimum fees
described below, the Trust shall pay the Administrator compensation
for services rendered to the Morgan Grenfell International Equity
Fund, Morgan Grenfell Global Equity Fund, Morgan Grenfell European
Equity Fund, Morgan Grenfell Pacific Basin Equity Fund, Morgan
Grenfell International Small Cap Equity Fund, Morgan Grenfell
Japanese Small Cap Equity Fund, Morgan Grenfell European Small Cap
Equity Fund, Morgan Grenfell Emerging Markets Equity Fund, Morgan
Grenfell Global Fixed Income Fund, Morgan Grenfell International
Fixed Income Fund and Morgan Grenfell Emerging Markets Fixed Income
Fund (the "Portfolios") at an annual rate equal to the sum of (I)
.15% of the Portfolios' aggregate average daily net assets under $300
million; (ii) .12% of the Portfolios' aggregate average daily net
assets from $300 million and up to $500 million; (iii) .10% of
Portfolios' aggregate average daily net assets from $500 million and
up to $1 billion; and (iv) .08% of the Portfolios' aggregate average
daily net assets in excess of $1 billion. Solely for purposes of
determining the applicable fee rate discussed above, the assets of
the Portfolios will be combined with the assets of the Morgan
Grenfell Fixed Income Fund and the Morgan Grenfell Municipal Bond
Fund for so long as such mutual funds receive administrative services
from the Administrator. These services are currently provided to such
funds pursuant to a separate administrative agreement. The fees
payable by each Portfolio shall be computed daily in amounts
proportionate to the amount of the Portfolio's average daily net
assets as a percentage of the aggregate daily net assets of all
Portfolios; provided that in no event shall the fee paid by a
Portfolio be less than the following annual minimum administrative
fees (calculated and accrued on a daily basis): $75,000 for each of
the Morgan Grenfell International Equity Fund, Morgan Grenfell
European Equity Fund, Morgan Grenfell Pacific Basin Fund, Morgan
Grenfell Global Equity Fund, Morgan Grenfell Global Fixed Income Fund
and Morgan Grenfell International Fixed Income Fund; $100,000 for
each of the Morgan Grenfell International Small Cap Equity Fund,
Morgan Grenfell Japanese Small Cap Equity Fund, Morgan Grenfell
European Small Cap Equity Fund, Morgan Grenfell Emerging Markets
Equity Fund and Morgan Grenfell Emerging Markets Fixed Income Fund.
The minimum administrative fee shall be phased in over one year so
that minimum fee
<PAGE>

shall be (i) 25% of the above minimums for the first four months of a
Portfolio's operations, (ii) 50% of the above minimums for the next
four months, (iii) 75% of the above minimums for the next four
months. and (iv) 100% of the above minimums thereafter.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
December 29,1993 and shall remain in effect until October 31,1996
("Initial Term"). This Agreement shall continue in effect for
successive periods of 2 years after the Initial Term (a "Renewal
Term"), unless terminated by either party on not less than 90 days
prior written notice to the other party prior to the last day of the
Initial Term or any Renewal Term. 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>

TURNER GROWTH EQUITY FUND
TURNER FIXED INCOME FUND
TURNER SMALL CAP FUND

SCHEDULE DATED JANUARY 15, 1994
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation to services rendered to the Turner Growth
Equity Portfolio, Turner Small Cap Portfolio and Turner Fixed Income
Portfolio (the "Portfolios") at an annual rate of that Portfolio's
proportionate share of .20% of aggregate average daily net assets of
all the Portfolios up to $75 million, and .15% of such assets in
excess of $75 million. There is a minimum annual fee of $75,000 per
Portfolio.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
January 15, 1994 and shall remain in effect for 5 years ("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>

HGK FIXED INCOME FUND

SCHEDULE DATED AUGUST 15, 1994
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation to services rendered to the HGK Fixed
Income Portfolio (the "Portfolio") at an annual rate equal to the
higher of $75,000 or .20% of the Portfolio's average daily net
assets.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
August 15, 1994 and shall remain in effect with respect to the
Portfolio for 5 years ("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 nonbreaching 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 nonbreaching party may immediately terminate this
Agreement.
<PAGE>

AIG MONEY MARKET FUND

SCHEDULE DATED NOVEMBER 15, 1994
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation for services rendered to the AIG Money
Market Fund (the "Portfolio") at an annual rate equal .145% of the
Portfolio's average daily net assets up to $100 million; .1125% of
the Portfolio's average daily net assets from $100 million up to and
including $200 million; .07% of the Portfolio's average daily net
assets from $200 million up to and including $450 million; and .05%
of the Portfolio's average daily net assets over $450 million. There
is a minimum annual fee of $100,000.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
November 15, 1994 and shall remain in effect with respect to the
Portfolio for 3 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 nonbreaching
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 nonbreaching party may immediately
terminate this Agreement.
<PAGE>

FMC SELECT FUND

SCHEDULE DATED MAY 8, 1995
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI FINANCIAL MANAGEMENT CORPORATION

Fees: Pursuant to Article 6, Section A, the Trust shall pay the
Administrator compensation for services rendered to the FMC Select
Fund (the "Portfolio") at an annual rate equal .20% of the
Portfolio's average daily net assets. There is a minimum annual
administration fee of $75,000.

Term: Pursuant to Article 9, the term of this Agreement shall commence on
May 8, 1995 and shall remain in effect with respect to the Portfolio
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 nonbreaching 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 nonbreaching party may immediately terminate this
Agreement.

<PAGE>

[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in this
Registration Statement of our reports dated December 5, 1995 included in the
Post-Effective Amendment No. 24 to the Registration Statement on Form N-1 A of
The Advisors' Inner Circle Fund (No. 33-42484), and to all references to our
firm included in this Registration Statement File No. 33-42484.

/s/ Arthur Andersen LLP

Philadelphia, PA
February 23, 1996

<PAGE>
Ex-99.B15

DISTRIBUTION PLAN
THE ADVISORS' INNER CIRCLE FUND

WHEREAS, The Advisors' Inner Circle Fund (the "Trust") is engaged in
business as an open-end investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units (the "shares") of beneficial interest (the
"Shareholders") in the Trust;

NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.

Section 1. The Trust has adopted this Distribution Plan (the "Plan") to
---------
enable the Trust to directly or indirectly bear expenses relating to the
distribution of certain of the classes of shares of certain of the portfolios of
the Trust (each, a "Portfolio") as may, from time to time, be added to the Plan
and listed on Schedule A attached hereto.

Section 2. The Trust will pay the Distributor of each such class of shares
---------
a fee at the annual rate specified on Schedule A hereto. The Distributor may
retain all or a part of this fee as compensation for distribution or shareholder
services it provides or it may use such fees for compensation of broker/dealers
and other financial institutions and intermediaries that provide distribution or
shareholder services as specified by the Distributor. The actual fee to be paid
by the Distributor to broker/dealers and financial institutions and
intermediaries will be negotiated based on the extent and quality of services
provided.

Section 3. This Plan shall not take effect as to a class of shares of a
---------
Portfolio until it has been approved (a) by a vote of at least a majority of the
outstanding shares of such class; and (b) together with any related agreements,
by votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees (as defined herein), cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan or such agreement.

Section 4. This Plan shall continue in effect for a period of more than one
---------
year after it takes effect only for so long as such continuance is specifically
approved at least annually in the manner provided in Part (b) of Section 3
herein for the approval of this Plan.

Section 5. Any person authorized to direct the disposition of monies paid
---------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
<PAGE>

Section 6. This Plan may be terminated at any time by the vote of a
---------
majority of the Qualified Trustees or, with respect to any such class of shares
of a Portfolio, by vote of a majority of the outstanding shares of the class.
Termination by the Shareholders of any class of a Portfolio will not affect the
validity of this Plan with respect to the shares of any other class of the
Portfolio.

Section 7. All agreements with any person relating to implementation of
---------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or with
respect to shares of any class of a Portfolio, by vote of a majority of the
outstanding shares of such class, on not more than 60 days written notice to any
other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.

Section 8. This Plan may be amended in the manner provided in Part (b) of
---------
Section 3 herein for the approval of this Plan; provided, however, that the Plan
may not be amended to increase materially the amount of distribution expenses
permitted pursuant to Section 2 hereof with respect to the shares of any class
of a Portfolio without the approval of a majority of the outstanding shares of
such class.

Section 9. While this Plan is in effect, the selection and nomination of
---------
those Trustees who are not interested persons of the Trust shall be committed to
the discretion of the Trustees then in office who are not interested persons of
the Trust.

Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.

Section 11. This Plan shall not obligate the Trust or any other party to
----------
enter into an agreement with any particular person.

August 8, 1994

2
<PAGE>

THE ADVISORS' INNER CIRCLE FUND

SCHEDULE A
DATED AUGUST 8, 1994
TO DISTRIBUTION PLAN

Subject to any limitations imposed by Section 26(d) of the NASD's Rules of
Fair Practice, the Distributor shall receive Rule 12b-1 fees, which shall be
paid on a monthly basis. These fees will be calculated based on the annual rate
set forth below, as applied to the average daily net assets of the respective
Portfolios.

<TABLE>

Portfolio Class of Shares Fee
- --------- --------------- ---
<S> <C> <C>
Japan Alpha Fund A .25%

AIG Money Market Fund B .35%

Clover Capital Equity Value Fund A .35%
Clover Capital Fixed Income Fund A .25%

Clover Capital Equity Value Fund B 1.00%*
Clover Capital Fixed Income Fund B .80%**

</TABLE>

* Consists of .75% distribution fee and .25% service fee.
** Consists of .60% distribution fee and .20% service fee.

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
<SERIES>
<NUMBER> 141
<NAME> A+F LARGE CAP
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 48,601
<INVESTMENTS-AT-VALUE> 54,593
<RECEIVABLES> 73
<ASSETS-OTHER> 26
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 54,692
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31
<TOTAL-LIABILITIES> 31
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44,032
<SHARES-COMMON-STOCK> 4,393
<SHARES-COMMON-PRIOR> 4,077
<ACCUMULATED-NII-CURRENT> 56
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,581
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,992
<NET-ASSETS> 54,661
<DIVIDEND-INCOME> 1,230
<INTEREST-INCOME> 13
<OTHER-INCOME> 0
<EXPENSES-NET> (333)
<NET-INVESTMENT-INCOME> 910
<REALIZED-GAINS-CURRENT> 5,858
<APPREC-INCREASE-CURRENT> 4,742
<NET-CHANGE-FROM-OPS> 11,510
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (891)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 361
<NUMBER-OF-SHARES-REDEEMED> (126)
<SHARES-REINVESTED> 81
<NET-CHANGE-IN-ASSETS> 3,450
<ACCUMULATED-NII-PRIOR> 37
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 1,277
<GROSS-ADVISORY-FEES> 186
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 333
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.96
<PER-SHARE-NII> .21
<PER-SHARE-GAIN-APPREC> 2.48
<PER-SHARE-DIVIDEND> (.21)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.44
<EXPENSE-RATIO> .72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
<SERIES>
<NUMBER> 151
<NAME> HGK FIXED INCOME FUND
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-03-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 10,009
<INVESTMENTS-AT-VALUE> 10,260
<RECEIVABLES> 192
<ASSETS-OTHER> 48
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,500
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 80
<TOTAL-LIABILITIES> 80
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,752
<SHARES-COMMON-STOCK> 958
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 417
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 251
<NET-ASSETS> 10,420
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 584
<OTHER-INCOME> 0
<EXPENSES-NET> (79)
<NET-INVESTMENT-INCOME> 505
<REALIZED-GAINS-CURRENT> 417
<APPREC-INCREASE-CURRENT> 251
<NET-CHANGE-FROM-OPS> 1,173
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (505)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,022
<NUMBER-OF-SHARES-REDEEMED> (112)
<SHARES-REINVESTED> 48
<NET-CHANGE-IN-ASSETS> 9,752
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 39
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 187
<AVERAGE-NET-ASSETS> 7,960
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (.67)
<PER-SHARE-GAIN-APPREC> .88
<PER-SHARE-DIVIDEND> (.67)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.88
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE FUND
<SERIES>
<NUMBER> 161
<NAME> AIG MONEY MARKET CLASS A
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 435,796
<INVESTMENTS-AT-VALUE> 435,796
<RECEIVABLES> 354
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 436,156
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,017
<TOTAL-LIABILITIES> 2,017
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 434,136
<SHARES-COMMON-STOCK> 313,654
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
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</TABLE>

<PAGE>

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<NAME> ADVISORS' INNER CIRCLE FUND
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<NAME> AIG MONEY MARKET CLASS B
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<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
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<NAME> FMC SELECT
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
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<NAME> CLOVER CAPITAL EQUITY
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<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
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<NAME> CLOVER CAPITAL FIXED INCOME
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<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
<SERIES>
<NUMBER> 061
<NAME> WHITE OAK GROWTH STOCK FUND
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<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
<SERIES>
<NUMBER> 071
<NAME> PIN OAK AGRESSIVE STOCK FUND
<MULTIPLIER> 1,000

<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
<SERIES>
<NUMBER> 51
<NAME> TURNER GROWTH EQUITY
<MULTIPLIER> 1,000

<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000878719
<NAME> ADVISORS' INNER CIRCLE
<SERIES>
<NUMBER> 131
<NAME> TURNER SMALL CAPITAL EQUITY
<MULTIPLIER> 1,000

<S> <C>
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</TABLE>