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December 30,1996
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts. The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.
As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion. I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 20,845,777,229 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $20,939,351,003 and redeemed 20,885,413,997 Shares having
an aggregate redemption price of $20,909,307,077. Based upon the
foregoing, it is my opinion that:
1. The Trust is authorized to issue an unlimited number
of Shares, including those Shares now issued and outstanding. Under
Massachusetts law, such Shares which were issued and subsequently
were redeemed by the Trust may be resold.
2. The 20,845,777,229 Shares sold during the Trust's
fiscal year ended October 31, 1996, the registration of which will be
made definite by the filing of a Rule 24f-2 Notice, were legally issued,
fully paid and non-assessable. I express no legal opinion with respect
to compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state securities laws in connection with the
sale of such Shares.
Securities and Exchange Commission
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December 30, 1996
The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment. It also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
the Trust is about to file with the Securities and Exchange Commission.
Very truly yours,
/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire
