ADVISORS INNER CIRCLE FUND, 485BPOS, 1997-06-30

ADVISORS INNER CIRCLE FUND
485BPOS, 1997-06-30

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997

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. 30 /X/

AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 31 /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
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

COPIES TO:

<TABLE>
<S> <C>
Richard W. Grant, Esquire John H. Grady, Jr., Esquire
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, Pennsylvania 19103 Washington, D.C. 20036
</TABLE>

------------------------

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

<TABLE>
<C> <S>
/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.
</TABLE>

Registrant has elected to maintain registration of an indefinite number of
shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant filed its 24f-2 Notice for the fiscal year ended October 31, 1996 on
December 30, 1996.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- -------------------------------------------------------------- -------------------------------------------------
<S> <C> <C>

PART A--CRA REALTY SHARES PORTFOLIO

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

PART B--CRA REALTY SHARES PORTFOLIO

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

(i)
<PAGE>
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- -------------------------------------------------------------- -------------------------------------------------
<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 Securities
Being Offered.................................. Purchase and Redemption of Shares (Prospectus and
Statement of Additional Information);
Determination of Net Asset Value
Item 20. Tax Status....................................... Taxes (Prospectus); Taxes
Item 21. Underwriters..................................... The Distributor
Item 22. Calculation of Performance Data.................. Computation of Total Return
Item 23. Financial Statements............................. Financial Information
</TABLE>

PART C

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

- ------------------------

* Not Applicable

** Information required under Item 5A is or will be (as applicable) contained
in the Fund's Annual Reports to Shareholders.

(ii)
<PAGE>
The Prospectus and Statement of Additional Information for the CRA Realty
Shares Portfolio, included as part of Post-Effective Amendment No. 26 to the
Registrant's Registration Statement on Form N-1A (File No. 33-42484), as filed
with the Securities and Exchange Commission on October 15, 1996 pursuant to Rule
485(a) under the Securities Act of 1933, is hereby incorporated by reference as
if set forth in full herein.

(iii)
<PAGE>
THE ADVISORS' INNER CIRCLE FUND

CRA REALTY SHARES PORTFOLIO

Supplement dated June 30, 1997
to the Prospectus dated January 1, 1997

The Prospectus dated January 1, 1997 is hereby amended and supplemented by the
addition of the following unaudited financial information for the Institutional
Shares of the CRA Realty Shares Portfolio for the period ended April 30, 1997.

FINANCIAL HIGHLIGHTS

The following table provides unaudited financial highlights for the
Institutional Shares of the CRA Realty Shares Portfolio for the period January
1, 1997 (commencement of operations) through April 30, 1997.

For a share outstanding throughout the period:

<TABLE>
<CAPTION>
JANUARY 1, 1997
TO APRIL 30,
CRA REALTY SHARES PORTFOLIO: 1997(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value Beginning of Period.......................................................... $ 10.00
- ------------------------------------------------------------------------------------------------------------------
Net Investment Income........................................................................ 0.09
Net Realized and Unrealized Gains (Losses) on Investments.................................... (0.16)
- ------------------------------------------------------------------------------------------------------------------
Distributions from Net Investment Income..................................................... (0.09)
Net Asset Value End of Period................................................................ $ 9.84
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Total Return (2)............................................................................. (0.70)%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Net Assets End of Period (000)............................................................... $ 17,309
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Ratio of Expenses to Average Net Assets...................................................... 1.00%*
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to Average Net Assets......................................... 3.02%*
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Ratio of Expenses to Average Net Assets (Excluding Waivers).................................. 1.90%*
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income (Loss) to Average Net Assets (Excluding Waivers).............. 2.12%*
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Portfolio Turnover Rate...................................................................... 28.16%
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Average Commission Rate (3).................................................................. $ 0.0600
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

* Annualized

(1) The Institutional Shares of the CRA Realty Shares Portfolio commenced
operations on January 1, 1997.

(2) Total return is for the period indicated and has not been annualized.

(3) Average commission rate paid per share for security purchases and sales
during the period.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

CRA-B-001-01
<PAGE>
THE ADVISORS' INNER CIRCLE FUND

CRA REALTY SHARES PORTFOLIO

SUPPLEMENT DATED JUNE 30, 1997 TO THE

STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 1, 1997

The STATEMENT OF ADDITIONAL INFORMATION for the CRA Realty Shares Portfolio is
hereby amended and supplemented by the following unaudited financial statements
of the CRA Realty Shares Portfolio for the period January 1, 1997 (commencement
of operations) through April 30, 1997.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

CRA-A-002-01
<PAGE>
STATEMENT OF NET ASSETS
APRIL 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
MARKET
VALUE
CRA REALTY SHARES PORTFOLIO SHARES (000)
<S> <C> <C>
- --------------------------------------------------------------------------------
EQUITIES (100.1%)
APARTMENTS (19.7%)
Apartment Investment & Management............................ 14,500 $ 402
Avalon Properties............................................ 19,300 509
Bay Apartment Communities.................................... 21,100 707
Columbus Realty Trust........................................ 18,400 389
Evans Withycombe Residential................................. 20,800 411
Gables Residential Trust..................................... 10,000 248
Summit Properties............................................ 17,100 338
United Dominion Realty Trust................................. 29,600 407
-------
3,411
-------
DIVERSIFIED (6.6%)
Colonial Properties Trust.................................... 18,300 519
First Union Real Estate Investments.......................... 17,100 233
Trizec Hahn.................................................. 18,100 396
-------
1,148
-------
HOTELS (12.3%)
Felcor Suite Hotels.......................................... 14,000 502
Host Marriott*............................................... 25,100 436
Patriot American Hospitality................................. 20,900 449
Starwood Lodging Trust....................................... 19,050 733
-------
2,120
-------
INDUSTRIAL (8.4%)
Bedford Property Investors................................... 7,000 123
Centerpoint Properties....................................... 17,100 515
First Industrial Realty Trust................................ 17,000 502
Weeks Corporation............................................ 10,000 314
-------
1,454
-------
OFFICE (14.2%)
Beacon Properties............................................ 13,000 401
Brandywine Realty Trust...................................... 2,500 47
Cali Realty.................................................. 10,900 322
CarrAmerica Realty........................................... 22,000 613
Highwoods Properties......................................... 22,200 691
Kilroy Realty................................................ 16,000 376
-------
2,450
-------
OFFICE/INDUSTRIAL (9.6%)
Duke Realty Investments...................................... 12,500 459
Liberty Property Trust....................................... 13,900 335
Prentiss Properties Trust.................................... 17,900 423
Spieker Properties........................................... 12,900 450
-------
1,667
-------
RETAIL--MALLS (10.4%)
General Growth Properties.................................... 20,100 641
Rouse Company................................................ 16,400 445
Simon DeBartolo Group........................................ 25,228 722
-------
1,808
-------
RETAIL--OUTLET CENTERS (2.6%)
Chelsea GCA Realty........................................... 12,900 453
-------

<CAPTION>
SHARES/
FACE MARKET
AMOUNT VALUE
CRA REALTY SHARES PORTFOLIO (000) (000)
<S> <C> <C>
- --------------------------------------------------------------------------------
RETAIL--SHOPPING CENTERS (12.8%)
Bradley Real Estate.......................................... 22,977 $ 439
Burnham Pacific Properties................................... 35,000 438
Developers Diversified Realty................................ 16,800 620
JDN Realty................................................... 15,900 445
The Price REIT............................................... 7,300 276
-------
2,218
-------
SELF STORAGE (3.5%)
Public Storage............................................... 22,400 602
-------
TOTAL EQUITIES
(Cost $16,364)............................................... 17,331
-------
REPURCHASE AGREEMENT (7.1%)
Lehman Brothers
5.01%, dated 04/30/97, matures 05/01/97, repurchase price
$1,226,500 (collateralized by U.S. Treasury Bond, par value
$1,013,176, 9.25%, matures 02/15/16: market value
$1,260,299)................................................ $1,226 1,226
-------
TOTAL REPURCHASE AGREEMENT
(Cost $1,226)................................................ 1,226
-------
TOTAL INVESTMENTS (107.2%)
(Cost $17,590)............................................... 18,557
-------
OTHER ASSETS AND LIABILITIES, NET (-7.2%)...................... (1,248)**
-------
NET ASSETS:
Portfolio Shares--Class A (unlimited authorization--no par
value) based on 1,759,707 outstanding shares of beneficial
interest................................................... 15,900
Distributions in excess of net investment income............. (9)
Accumulated net realized gain on investments................. 451
Net unrealized appreciation on investments................... 967
-------
TOTAL NET ASSETS (100.0%)...................................... $17,309
-------
-------
Net Asset Value, Offering and Redemption Price Per Share....... $ 9.84
-------
-------
</TABLE>

- ------------------------------

*Non-income producing security

**Other assets and liabilities include a $1,369,000 on investment securities

purchased.

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

S-2
<PAGE>
STATEMENT OF OPERATIONS

FOR THE PERIOD ENDED APRIL 30, 1997

<TABLE>
<CAPTION>
CRA REALTY SHARES PORTFOLIO(1) (000)
- ----------------------------------------------------------------- -----------
<S> <C>
(UNAUDITED)
Investment Income:
Dividend Income................................................ $ 179
Interest Income................................................ 12
-----
Total Investment Income...................................... 191
-----
Expenses:
Investment Advisory Fees....................................... 33
Investment Advisory Fee Waiver................................. (18)
Administrative Fees............................................ 25
Administrative Waiver.......................................... (25)
Custodian Fees................................................. 1
Professional Fees.............................................. 8
Transfer Agent Fees............................................ 7
Printing Fees.................................................. 4
Trustee Fees................................................... 2
Registration and Filing Fees................................... 8
Amortization of Deferred Organizational Costs.................. 2
-----
Total Expenses............................................... 47
-----
Net Investment Income...................................... 144
-----
Net Realized Gain from Securities Sold......................... 451
Net Unrealized Depreciation of Investment Securities........... (885)
-----
Net Realized and Unrealized Loss on Investments............ (434)
-----
Net Decrease in Net Assets Resulting from Operations........... $(290)
-----
-----
</TABLE>

- ------------------------

(1) The CRA Realty Shares Portfolio commenced operations on January 1, 1997.

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

S-3
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
1/1/97
TO 4/30/97(2)
CRA REALTY SHARES PORTFOLIO (000)
- --------------------------------------------------------------- -------------
<S> <C>
(UNAUDITED)
Investment Activities:
Net Investment Income........................................ $ 144
Net Realized Gain on Securities Sold......................... 451
Net Change in Unrealized Depreciation of Investment
Securities................................................. (885)
-------------
Net Decrease in Net Assets Resulting from Operations....... (290)
-------------
Distributions to Shareholders:
Net Investment Income........................................ (153)
Realized Capital Gains....................................... --
-------------
Total Distributions........................................ (153)
-------------
Capital Share Transactions:
Shares Issued................................................ 10,192
Shares Issued in Connection with Purchase In-Kind(3)......... 7,497
Shares Issued in Lieu of Cash Distributions.................. 83
Shares Redeemed.............................................. (20)
-------------
Increase in Net Assets Derived from Capital Share
Transactions............................................... 17,752
-------------
Total Increase in Net Assets............................... 17,309
-------------
Net Assets:
Beginning of Period.......................................... --
-------------
End of Period................................................ $17,309
-------------
-------------
Shares Issued and Redeemed:
Shares Issued................................................ 1,005
Shares Issued in Connection with Purchase In-Kind............ 749
Shares Issued in Lieu of Cash Distributions.................. 8
Shares Redeemed.............................................. (2)
-------------
Net Increase in Share Transactions......................... 1,760
-------------
-------------
</TABLE>

- ------------------------

(2) The CRA Realty Shares Portfolio commenced operations on January 1, 1997.

(3) During 1997, the Fund received securities in-kind with unrealized
appreciation approximating $1,852,000.
Amounts designated as "--" are either $0 or have been rounded to $0.

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

S-4
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE PERIOD ENDED APRIL 30, 1997 (UNAUDITED)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD]

CRA REALTY SHARES PORTFOLIO
<TABLE>
<CAPTION>
REALIZED NET
NET ASSET AND DISTRIBUTIONS ASSETS
VALUE NET UNREALIZED FROM NET NET ASSET END OF
BEGINNING INVESTMENT LOSS ON INVESTMENT VALUE END TOTAL PERIOD
OF PERIOD INCOME SECURITIES INCOME OF PERIOD RETURN(1) (000)
--------- ---------- ----------- ------------- --------- ---------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
1997(3)....................... $10.00 0.09 (0.16) (0.09) $9.84 (0.70)% $17,309

<CAPTION>
RATIO OF
NET
RATIO OF RATIO OF INVESTMENT
NET EXPENSES TO INCOME TO
RATIO OF INVESTMENT AVERAGE NET AVERAGE
EXPENSES TO INCOME TO ASSETS NET ASSETS PORTFOLIO AVERAGE
AVERAGE NET AVERAGE (EXCLUDING (EXCLUDING TURNOVER COMMISSION
ASSETS NET ASSETS WAIVERS) WAIVERS) RATE RATE(2)
----------- ---------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997(3)....................... 1.00%* 3.02%* 1.90%* 2.12%* 28.16% $0.0600
</TABLE>

- ------------------------------

* Annualized

(1) Total return is for the period indicated and has not been annualized.

(2) Average commission rate paid per share for security purchases and sales
during the period.

(3) The CRA Realty Shares Portfolio commenced operations on January 1, 1997.

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

S-5
<PAGE>
CRA REALTY SHARES PORTFOLIO

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 1997

(UNAUDITED)

1. ORGANIZATION:

THE ADVISORS' INNER CIRCLE FUND (the "Trust") is organized as a
Massachusetts business trust under a Declaration of Trust dated July 18, 1991.
The Trust is registered under the Investment Company Act of 1940, as amended, as
a diversified open-end management investment company with nine portfolios. The
financial statements herein are those of the CRA Realty Shares Portfolio (the
"Fund"). The financial statements of the remaining portfolios are not presented
herein. The assets of each portfolio are segregated, and a Shareholder's
interest is limited to the portfolio in which shares are held. The Fund's
prospectus provides a description of the Fund's investment objective, policies
and strategies.

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).
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.

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.

EXPENSES--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 compared to the aggregate daily net
assets of the Trust.

S-6
<PAGE>
CRA REALTY SHARES PORTFOLIO

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

APRIL 30, 1997

(UNAUDITED)

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

2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

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.

USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles require management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

3. ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:

The Fund incurred organization costs of approximately $32,000. 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 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 $13,000 for organizational work performed by a law firm of
which a trustee of the Trust is a partner and two officers of the Trust are
partners.

Certain officers of the Trust are also officers of SEI Fund Resources (the
"Administrator") and/or SEI Investments Distribution Co. (the "Distributor").
Such officers are paid no fees by the Trust for serving as officers of the
Trust.

4. ADMINISTRATION, SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENTS:

The Trust and the Administrator are parties to an Administration Agreement
under which the Administrator provides management and administrative services
for an annual fee equal to the higher of $75,000 or 0.15% of the first $100
million of the Portfolio's average daily net assets; 0.125% of the next $100
million of the Portfolio's average daily net assets; 0.10% of the next $100
million of the Portfolio's average daily net assets; and 0.08% of the
Portfolio's average daily net assets over $300 million. The Administrator has
agreed to waive all of its fee during the first four months of operations.

S-7
<PAGE>
CRA REALTY SHARES PORTFOLIO

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

APRIL 30, 1997

(UNAUDITED)

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 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 Fund and CRA Real Estate Securities L.P. (the "Adviser") are parties to an
Investment Advisory Agreement under which the Adviser receives an annual fee
equal to .70% 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 1.00% of the average daily net assets
for Institutional shares (which is the only class of shares currently
outstanding) and 1.25% for Class A shares (which class is not currently
offered). 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 by 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 April 30, 1997 are as follows:

<TABLE>
<CAPTION>
(000)
-------
<S> <C>
Purchases
Government...................................... $ --
Other........................................... 14,080
Sales
Government...................................... $ --
Other........................................... 3,814
</TABLE>

At April 30, 1997, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes were not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation for securities held by the Fund
at April 30, 1997, is as follows:

<TABLE>
<CAPTION>
(000)
------
<S> <C>
Aggregate gross unrealized appreciation........... $1,404
Aggregate gross unrealized depreciation........... (437)
------
Net unrealized appreciation....................... $ 967
------
------
</TABLE>

7. CONSENT OF SOLE SHAREHOLDER:

On December 31, 1996 the sole shareholder of the CRA Realty Shares Portfolio
approved the following appointments: SEI Fund Resources to serve as
Administrator of the Portfolio, CRA Real Estate Securities L.P. to serve as
investment adviser to the assets of the Portfolio, SEI Investments Distribution
Co. to serve as Distributor of the shares of the Portfolio, and Arthur Andersen
LLP to serve as the Independent Public Accountants of the Portfolio.

S-8
<PAGE>
PART C: OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) Financial Statements

(1) Part--A Financial Highlights

(2) Part--B Unaudited Financial Statements for the Institutional Shares
of the CRA Realty Shares Portfolio for the 4-6 month period
ended April 30, 1997 are filed herewith.

(b) Additional Exhibits

<TABLE>
<S> <C>
(1) Registrant's Agreement and Declaration of Trust dated June 29, 1993 is
incorporated herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on August 29, 1991.
(1)(a) Registrant's Amendment to the Agreement and Declaration of Trust dated
December 2, 1996, is incorporated herein by reference to Post-Effective
Amendment No. 27 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on
December 13, 1996.
(1)(b) Registrant's Amendment to the Agreement and Declaration of Trust dated
February 18, 1997, is incorporated herein by reference to Post-Effective
Amendment No. 28 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on
February 27, 1997.
(2) Registrant's By-Laws are incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on August 29, 1991.
(2)(a) Registrant's Amended and Restated By-Laws are incorporated herein by
reference to Post-Effective Amendment No. 27 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on December 12, 1996.
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Investment Advisory Agreement between Registrant and Clover Capital
Management, Inc. with respect to Clover Capital Equity Value Fund and
Clover Capital Fixed Income Fund dated November 14, 1991 as originally
filed with Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on October 28, 1991 is incorporated herein by
reference to Post-Effective Amendment No. 24, filed on February 28, 1996.
(5)(b) Investment Advisory Agreement between Registrant and Turner Investment
Partners, Inc., complete with schedule with respect to Turner Growth
Equity Fund and form of schedule with respect to Turner Fixed Income Fund,
Turner Small Cap Fund and as revised with respect to Turner Growth Equity
Fund dated February 21, 1992 as originally filed with Post-Effective
Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on
November 15, 1993 is incorporated herein by reference to Post-Effective
Amendment No. 24 filed on February 28, 1996.
</TABLE>

C-1
<PAGE>
<TABLE>
<S> <C>
(5)(c) Investment Advisory Agreement between Registrant and Oak Associates with
respect to White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund
dated July 20, 1992 as originally filed with Post-Effective Amendment No.
3 to Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on May 22, 1992 is
incorporated herein by reference to Post-Effective Amendment No. 24 filed
on February 28, 1996.
(5)(d) Investment Advisory Agreement between Registrant and Aronson+Fogler with
respect to A+F Large-Cap Fund dated October 15, 1993 as originally filed
with Post-Effective Amendment No. 11 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on November 15, 1993 is incorporated herein by
reference to Post-Effective Amendment No. 24 filed on February 28, 1996.
(5)(e) Investment Advisory Agreement between Registrant and HGK Asset Management,
Inc. with respect to HGK Fixed Income Fund dated August 15, 1994 as
originally filed with Post-Effective Amendment No. 15 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on June 15, 1994 is incorporated herein
by reference to Post-Effective Amendment No. 24 filed on February 28,
1996.
(5)(f) Investment Advisory Agreement between Registrant and AIG Capital Management
Corp. with respect to AIG Money Market Fund originally filed with
Post-Effective Amendment No. 17 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on September 19, 1994 is incorporated herein by reference to
Post-Effective Amendment No. 28 filed February 27, 1997.
(5)(g) Investment Advisory Agreement between Registrant and First Manhattan Co.
with respect to FMC Select Fund dated May 3, 1995 as originally filed with
Post-Effective Amendment No. 19 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484) filed with the Securities and Exchange
Commission on February 1, 1995 is incorporated herein by reference to
Post-Effective Amendment No. 24 filed on February 28, 1996.
(5)(h) Investment Advisory Agreement between Registrant and CRA Real Estate
Securities L.P. dated December 31, 1996 with respect to the CRA Realty
Shares Portfolio is incorporated herein by reference to Post-Effective
Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484) filed with the Securities and Exchange Commission on May 22,
1997.
(5)(i) Form of Investment Advisory Agreement between Registrant and Trust for
Community Banks, L.P. with respect to the Extended Liquidity Portfolio,
Short Duration Portfolio and Intermediate Duration Portfolio is
incorporated herein by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on December 13, 1996.
(5)(j) Form of Investment Sub-Advisory Agreement between Trust for Community Banks,
L.P. and Duff & Phelps Investment Management Co. with respect to the
Extended Liquidity Portfolio and Short Duration Portfolio is incorporated
herein by reference to Post-Effective Amendment No. 27 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484) filed with the
Securities and Exchange Commission on December 13, 1996.
</TABLE>

C-2
<PAGE>
<TABLE>
<S> <C>
(5)(k) Form of Investment Sub-Advisory Agreement between Trust for Community Banks,
L.P. and State Street Research & Management Company with respect to the
Short Duration Portfolio and Intermediate Duration Portfolio is
incorporated herein by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on December 13, 1996.
(5)(l) Form of Investment Sub-Advisory Agreement between Trust for Community Banks,
L.P. and Weiss, Peck & Greer, L.L.C. with respect to the Extended
Liquidity Portfolio, Pinnacle Short Duration Portfolio and Intermediate
Duration Portfolio is incorporated herein by reference to Post-Effective
Amendment No. 27 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on
December 13, 1996.
(5)(m) Form of Investment Sub-Advisory Agreement between Trust for Community Banks,
L.P. and Western Asset Management with respect to the Extended Liquidity
Portfolio, Pinnacle Short Duration Portfolio and Pinnacle Intermediate
Duration Portfolio is incorporated herein by reference to Post-Effective
Amendment No. 27 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on
December 13, 1996.
(5)(n) Form of Investment Advisory Agreement between Registrant and MDL Capital
Management, Inc. with respect to the MDL Broad Market Fixed Income
Portfolio and the MDL Large Cap Growth Equity Portfolio is incorporated
herein by reference to Post-Effective Amendment No. 29 to Registrant's
Registration Statement on Form N-1A (Filed No. 33-42484), filed with the
Securities and Exchange Commission on May 22, 1997.
(6)(a) Amended and Restated Distribution Agreement between Registrant and SEI
Financial Services Company dated August 8, 1994 as originally filed with
Post-Effective Amendment No. 17 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484) filed with the Securities and Exchange
Commission on September 19, 1994 is incorporated herein by reference to
Post-Effective Amendment No. 24 filed on February 28, 1996.
(6)(b) Distribution Agreement between Registrant and CCM Securities, Inc. dated
February 28, 1997 is filed herewith.
(7) Not Applicable.
(8) Custodian Agreement between Registrant and CoreStates Bank N.A. originally
filed Pre-Effective Amendment No. 1 to Registrant's Registration Statement
on Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on October 28, 1991 is incorporated herein by reference to
Post-Effective Amendment No. 28 filed on February 27, 1997.
(9) Amended and Restated Administration Agreement between Registrant and SEI
Financial Management Corporation, including schedules relating to Clover
Capital Equity Value Fund, Clover Capital Fixed Income Fund, White Oak
Growth Stock Fund, Pin Oak Aggressive Stock Fund, Roulston Midwest Growth
Fund, Roulston Growth and Income Fund, Roulston Government Securities
Fund, A+P Large-Cap Fund, Turner Fixed Income Fund, Turner Small Cap Fund,
Turner Growth Equity Fund, Morgan Grenfell Fixed Income Fund, Morgan
Grenfell Municipal Bond Fund and HGK Fixed Income Fund dated May 17, 1994
as originally filed with Post-Effective Amendment No. 15 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on June 15, 1994 is incorporated herein
by reference to Post-Effective Amendment No. 24 filed on February 28,
1996.
</TABLE>

C-3
<PAGE>
<TABLE>
<S> <C>
(9)(a) Schedule dated November 11, 1996 to Administration Agreement dated November
14, 1991 as Amended and Restated May 17, 1994 adding the CRA Realty Shares
Portfolio is incorporated herein by reference to Post-Effective Amendment
No. 29 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on May 22,
1997.
(9)(b) Shareholder Service Plan and Agreement for the Class A Shares of the CRA
Realty Shares Portfolio is filed herewith.
(9)(c) Form of Schedule to Amended and Restated Administration Agreement adding the
Extended Liquidity Portfolio, Short Duration Portfolio and Intermediate
Duration Portfolio is incorporated herein by reference to Post-Effective
Amendment No. 27 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on
December 13, 1996.
(9)(d) Schedule to Amended and Restated Administration Agreement dated May 8, 1995
to the Administration Agreement dated November 14, 1991 as Amended and
Restated May 17, 1994 with respect to the FMC Select Fund is incorporated
herein by reference to Post-Effective Amendment No. 28 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on February 27, 1997.
(9)(e) Schedule to the Amended and Restated Administration Agreement dated February
13, 1996 to the Administration Agreement November 14, 1991 as Amended and
Restated May 17, 1994 with respect to the Clover Capital Equity Value
Fund, Clover Capital Fixed Income Fund and Clover Capital Small Cap Value
Fund is incorporated herein by reference to Post-Effective Amendment No.
28 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on February
27, 1997.
(9)(f) Consent to Assignment and Assumption of Administration Agreement dated June
1, 1996 is incorporated herein by reference to Post-Effective Amendment
No. 28 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on February
27, 1997.
(9)(g) Form of Schedule to the Amended and Restated Administration Agreement adding
the MDL Broad Market Fixed Income Portfolio and the MDL Large Cap Growth
Equity Portfolio is incorporated herein by reference to Post-Effective
Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File
No. 33-42484), filed with the Securities and Exchange Commission on May
22, 1997.
(10) Opinion and Consent of Counsel is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange
Commission on October 28, 1991.
(11) Consent of Independent Public Accountants is filed herewith.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) Distribution Plan for The Advisors' Inner Circle Fund as originally filed
with Post-Effective Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on September 19, 1994 is incorporated herein by
reference to Post-Effective Amendment No. 24 filed on February 28, 1996.
</TABLE>

C-4
<PAGE>
<TABLE>
<S> <C>
(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.
(17) Financial Data Schedule for the CRA Realty Shares Portfolio is filed
herewith.
(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 for David G. Lee, John T. Cooney, William M. Doran, Frank
E. Morris, Robert A. Nesher, Gene Peters, Robert A. Patterson and James M.
Storey are incorporated herein by reference to Post-Effective Amendment
No. 28 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on February
27, 1997.
</TABLE>

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

See the Prospectuses and the Statements of Additional Information regarding
the control relationships of The Advisors' Inner Circle Fund (the "Fund"). SEI
Financial Management Corporation a wholly-owned subsidiary of SEI Investments
Company ("SEI"), is the owner of all beneficial interest in SEI Fund Resources
("the Administrator"). SEI and its subsidiaries and affiliates, including the
Administrator, are leading providers of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors, and money managers.

Item 26. NUMBER OF HOLDERS OF SECURITIES AS OF APRIL 30, 1997:

<TABLE>
<CAPTION>
NUMBER OF
RECORD
TITLE OF CLASS HOLDERS
- ---------------------------------------------------------------------------------- -------------
<S> <C>
Units of beneficial interest, without par value--
Clover Capital Fixed Income Fund.................................................. 301
Clover Capital Equity Value Fund.................................................. 1802
Clover Capital Small Cap Value Fund............................................... 303
White Oak Growth Stock Fund....................................................... 4881
Pin Oak Aggressive Stock Fund..................................................... 891
HGK Fixed Income Fund............................................................. 140
AIG Money Market Fund Class A..................................................... 205
AIG Money Market Fund Class B..................................................... 81
FMC Select Fund................................................................... 14
CRA Realty Shares Portfolio - Institutional Shares................................ 44
CRA Ralty Shares Portfolio - Class A Shares....................................... N/A
Fairway Extended Liquidity Portfolio.............................................. N/A
Fairway Short Duration Portfolio.................................................. N/A
Fairway Intermediate Duration Portfolio........................................... N/A
MDL Broad Market Fixed Income Portfolio........................................... N/A
MDL Large Cap Growth Portfolio.................................................... N/A
</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

C-5
<PAGE>
by the Registrant pursuant to the Declaration of Trust or otherwise, the
Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR:

Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of the Advisor is or has been, at
any time during the last two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner or trustee are as follows:

CLOVER CAPITAL MANAGEMENT, INC.

Clover Capital Management, Inc. is the investment adviser for the Clover
Capital Equity Value, Clover Capital Fixed Income and Clover Capital Small Cap
Value Funds. The principal address of Clover Capital Management, Inc. is 11
Tobey Village Office Park, Pittsford, NY 14534.

The list required by this Item 28 of general partners of Clover Capital
Management, Inc., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such general
partners during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Clover Capital Management, Inc. under the Advisers
Act of 1940 (SEC File No. 801-27041).

OAK ASSOCIATES

Oak Associates is the investment adviser for the White Oak Growth Stock Fund
and the Pin Oak Aggressive Stock Fund. The principal address of Oak Associates
is 3875 Embassy Parkway, Suite 250, Akron, OH 44333.

The list required by this Item 28 of general partners of Oak Associates,
together with information as to any other business profession, vocation, or
employment of a substantial nature engaged in by such general partners during
the past two years is incorporated by reference to Schedules B and D of Form ADV
filed by Oak Associates under the Advisers Act of 1940 (SEC File No. 801-23632).

HGK ASSET MANAGEMENT, INC.

HGK Asset Management, Inc. is the investment adviser for the HGK Fixed
Income Fund. The principal address of HGK Asset Management, Inc. is Newport
Tower, 525 Washington Blvd., Jersey City, NJ 07310.

The list required by this Item 28 of general partners of HGK Asset
Management, Inc., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such general
partners during the past two years is incorporated by reference to Schedules B
and D of Form ADV filed by HGK Asset Management, Inc. under the Advisers Act of
1940 (SEC File No. 801-19314).

C-6
<PAGE>
AIG CAPITAL MANAGEMENT CORP.

AIG Capital Management Corp. is the investment adviser for the AIG Money
Market Fund. The principal address of AIG Capital Management Corp. is 70 Pine
Street, New York, NY 10270.

The list required by this Item 28 of directors and officers of AIG Capital
Management Corp., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such directors and
officers during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by AIG Capital Management Corp. under the Advisers Act
of 1940 (SEC File No. 801-47192).

FIRST MANHATTAN CO.

First Manhattan Co. is the investment adviser for the FMC Select Fund. The
principal address of First Manhattan Co. is 437 Madison Avenue, New York, NY
10022.

The list required by this Item 28 of general partners of First Manhattan
Co., together with information as to any other business profession, vocation, or
employment of a substantial nature engaged in by such general partners during
the past two years is incorporated by reference to Schedules B and D of Form ADV
filed by First Manhattan Co. under the Advisers Act of 1940 (SEC File No.
801-12411).

CRA REAL ESTATE SECURITIES L.P.

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

The list required by this Item 28 of general partners of CRA Real Estate
Securities L.P., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such general
partners during the past two years is incorporated by reference to Schedules B
and D of Form ADV filed by CRA Real Estate Securities L.P. under the Advisers
Act of 1940 (SEC File No. 801-49083).

TRUST FOR COMMUNITY BANKS, L.P.

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

<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISOR NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
L. Edward Baker, principal of Summit Investment Advisors, Inc. Majority Shareholder
General Partner

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

MDL CAPITAL MANAGEMENT, INC.

MDL Capital Management, Inc. is the investment adviser for the MDL Broad
Market Fixed Income Portfolio and the MDL Large Cap Growth Equity Portfolio. The
principal address of MDL Capital Management, Inc. is 650 Smithfield Street,
Suite 730, Pittsburgh, PA 15222

The list required by this Item 28 of general partners of MDL 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 B
and D of

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<PAGE>
Form ADV filed by MDL Capital Management, Inc. under the Advisers Act of 1940
(SEC File No. 801-43419).

DUFF & PHELPS INVESTMENT MANAGEMENT CO.

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

The list required by this Item 28 of general partners of Duff & Phelps
Investment Management Co., together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in by such
general partners during the past two years is incorporated by reference to
Schedules B and D of Form ADV filed by Duff & Phelps Investment Management Co.
under the Advisers Act of 1940 (SEC File No. 801-14813).

STATE STREET RESEARCH & MANAGEMENT COMPANY

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

The list required by this Item 28 of general partners of State Street
Research & Management Company, together with information as to any other
business profession, vocation, or employment of a substantial nature engaged in
by such general partners during the past two years is incorporated by reference
to Schedules B and D of Form ADV filed by State Street Research & Management
Company under the Advisers Act of 1940 (SEC File No. 801-18538).

WEISS, PECK & GREER, L.L.C.

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

The list required by this Item 28 of general partners of Weiss, Peck &
Greer, L.L.C., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such general
partners during the past two years is incorporated by reference to Schedules B
and D of Form ADV filed by Weiss, Peck & Greer under the Advisers Act of 1940
(SEC File No. 801-6604).

WESTERN ASSET MANAGEMENT

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

The list required by this Item 28 of general partners of Western Asset
Management, together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such general
partners during the past two years is incorporated by reference to Schedules B
and D of Form ADV filed by Western Asset Management under the Advisers Act of
1940 (SEC File No. 801-08162).

C-8
<PAGE>
Item 29. PRINCIPAL UNDERWRITERS:

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

<TABLE>
<S> <C>
Registrant's distributor, SEI Investments Distribution Co. ("SEI
Investments"), acts as distributor for:

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
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
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16,1993
Marquis Funds-Registered Trademark- August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
Expedition Funds June 9, 1997
</TABLE>

SEI Investments provides numerous financial services to investment managers,
pension plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services ("Funds
Evaluation") and automated execution, clearing and settlement of securities
transactions ("MarketLink").

Furnish the information required by the following table with respect to each
director, officer or partner of each principal underwriter named in the answer
to Item 21 of Part B. Unless otherwise noted, the principal business address of
each director or officer is Oaks, PA 19456.

C-9
<PAGE>

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------ -------------------------------------------------------- ------------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --

Henry H. Greer Director, President & Chief Operating Officer --

Carmen V. Romeo Director, Executive Vice President & President - --
Investment Advisory Group

Gilbert L. Beebower Executive Vice President --

Richard B. Lieb Executive Vice President, President-Investment Services --
Division

Dennis J. McGonigle Executive Vice President --

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

David G. Lee Senior Vice President President & Chief
Executive Officer

Jack May Senior Vice President --

A. Keith McDowell Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

Kevin P. Robins Senior Vice President, General Counsel & Secretary Vice President,
Assistant Secretary

Robert Wagner Senior Vice President --

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Marc H. Cahn Vice President & Assistant Secretary Vice President,
Assistant Secretary

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Secretary Vice President,
Assistant Secretary

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --

Jeff Drennen Vice President --

Vic Galef Vice President & Managing Director --

Kathy Heilig Vice President & Treasurer --

Michael Kantor Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

Donald H. Korytowski Vice President --

John Krzeminski Vice President & Managing Director --

Carolyn McLaurin Vice President & Managing Director --
</TABLE>

C-10
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------ -------------------------------------------------------- ------------------------
<S> <C> <C>
W. Kelso Morrill Vice President --

Joanne Nelson Vice President --

Barbara A. Nugent Vice President & Assistant Secretary Vice President,
Assistant Secretary

Sandra K. Orlow Vice President & Assistant Secretary Vice President,
Assistant Secretary

Donald Pepin Vice President & Managing Director --

Kim Rainey Vice President --

Mark Samuels Vice President & Managing Director --

Steve Smith Vice President --

Daniel Spaventa Vice President --

Kathryn L. Stanton Vice President & Assistant Secretary Vice President,
Assistant Secretary

Wayne M. Withrow Vice President & Managing Director --

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

(b)/(c) With respect to Rules 31a-1(a); 31a-1 (b)(1),(4); (2)(C) and (D);
(4); (5); (6); (8); (9);

(10); (11); and 31a-1(f), the required books and records are maintained at the
offices of Registrant's Administrator:

SEI Fund Resources
Oaks, PA 19456

(c) With respect to Rules 31a-1 (b)(5), (6), (9) and (10) and 31a-1 (f),
the required books and records are maintained at the offices of the
Registrant's Advisors:

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

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

C-11
<PAGE>
HGK Asset Management, Inc.
Newport Tower
525 Washington Blvd.
Jersey City, NJ 07310

AIG Capital Management Corp.
70 Pine Street
20th Floor
New York, NY 10270

First Manhattan Co.
437 Madison Avenue
New York, NY 10022-7022

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

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

MDL Capital Management, Inc.
650 Smithfield Street, Suite 730
Pittsburgh, PA 15222

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

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

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

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

Item 31. MANAGEMENT SERVICES:

None.

Item 32. UNDERTAKINGS:

Registrant hereby undertakes to file a post-effective amendment, using
financial statements with respect to the MDL Broad Market Fixed Income Portfolio
and the MDL Large Cap Growth Equity Portfolio which need not be certified,
within four to six months from the effective date of Post-Effective Amendment
No. 29.

Registrant hereby undertakes to file a post-effective amendment, using
financial statements with respect to the Fairway Extended Liquidity Portfolio,
Fairway Short Duration Portfolio and Fairway

C-12
<PAGE>
Intermediate Portfolio which need not be certified, within four to six months
from the effective date of this Post-Effective Amendment No. 27.

Registrant hereby undertakes 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.

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-13
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 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 No. 30 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 30th day of June, 1997.

THE ADVISORS' INNER CIRCLE FUND

By: /s/ David G. Lee
-----------------------------------------
David G. Lee
President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity on the dates indicated.

*
- ------------------------------ Trustee June 30, 1997
John T. Cooney

*
- ------------------------------ Trustee June 30, 1997
William M. Doran

*
- ------------------------------ Trustee June 30, 1997
Frank E. Morris

*
- ------------------------------ Trustee June 30, 1997
Robert A. Nesher

*
- ------------------------------ Trustee June 30, 1997
Robert A. Patterson

*
- ------------------------------ Trustee June 30, 1997
Gene B. Peters

*
- ------------------------------ Trustee June 30, 1997
James M. Storey

/s/ David G. Lee
- ------------------------------ President & Chief June 30, 1997
David G. Lee Executive Officer

/s/ Mark E. Nagle
- ------------------------------ Controller & June 19, 1997
Mark E. Nagle Chief Financial Officer

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

C-14
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. AND
DESCRIPTION
- --------------------
<S> <C>
EX-99.B1 Registrant's Agreement and Declaration of Trust dated June 29, 1993 is incorporated
herein by reference to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on August 29, 1991.
EX-99.B1(a) Registrant's Amendment to the Agreement and Declaration of Trust dated December 2,
1996 is incorporated herein by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 13, 1996.
EX-99.B1(b) Registrant's Amendment to the Agreement and Declaration of Trust dated February 18,
1997, is incorporated herein by reference to Post-Effective Amendment No. 28 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1997.
EX-99.B2 Registrant's By-Laws are incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on August 29, 1991.
EX-99.B2(a) Registrant's Amended and Restated By-Laws are incorporated herein by reference to
Post-Effective Amendment No. 27 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange Commission on
December 12, 1996.
EX-99.B3 Not Applicable.
EX-99.B4 Not Applicable.
EX-99.B5(a) Investment Advisory Agreement between Registrant and Clover Capital Management,
Inc. with respect to Clover Capital Equity Value Fund and Clover Capital Fixed
Income Fund dated November 14, 1991 as originally filed with Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on October 28, 1991
is incorporated herein by reference to Post-Effective Amendment No. 24, filed on
February 28, 1996.
EX-99.B5(b) Investment Advisory Agreement between Registrant and Turner Investment Partners,
Inc., complete with schedule with respect to Turner Growth Equity Fund and form
of schedule with respect to Turner Fixed Income Fund, Turner Small Cap Fund and
as revised with respect to Turner Growth Equity Fund dated February 21, 1992 as
originally filed with Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on November 15, 1993 is incorporated herein by
reference to Post-Effective Amendment No. 24 filed on February 28, 1996.
</TABLE>

C-15
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. AND
DESCRIPTION
- --------------------
<S> <C>
EX-99.B5(c) Investment Advisory Agreement between Registrant and Oak Associates with respect to
White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund dated July 20, 1992
as originally filed with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A (File No. 33-42484), filed with the
Securities and Exchange Commission on May 22, 1992 is incorporated herein by
reference to Post-Effective Amendment No. 24 filed on February 28, 1996.
EX-99.B5(d) Investment Advisory Agreement between Registrant and Aronson+Fogler with respect to
A+F Large-Cap Fund dated October 15, 1993 as originally filed with Post-Effective
Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on November 15, 1993
is incorporated herein by reference to Post-Effective Amendment No. 24 filed on
February 28, 1996.
EX-99.B5(e) Investment Advisory Agreement between Registrant and HGK Asset Management, Inc.
with respect to HGK Fixed Income Fund dated August 15, 1994 as originally filed
with Post-Effective Amendment No. 15 to Registrant's Registration Statement on
Form N-1A (File No. 33-42484), filed with the Securities and Exchange Commission
on June 15, 1994 is incorporated herein by reference to Post-Effective Amendment
No. 24 filed on February 28, 1996.
EX-99.B5(f) Investment Advisory Agreement between Registrant and AIG Capital Management Corp.
with respect to AIG Money Market Fund is incorporated herein by reference to
Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange Commission on
September 19, 1994 is incorporated herein by reference to Post-Effective
Amendment No. 28 filed February 27, 1997.
EX-99.B5(g) Investment Advisory Agreement Between Registrant and First Manhattan Co. with
respect to FMC Select Fund dated May 3, 1995 as originally filed with
Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form
N-1A (File No.33-42484), filed with the Securities and Exchange Commission on
February 1, 1995 is incorporated herein by reference to Post-Effective Amendment
No. 24 filed on February 28, 1996.
EX-99.B5(h) Investment Advisory Agreement between Registrant and CRA Real Estate Securities
L.P. dated December 31, 1996 with respect to the CRA Realty Shares Portfolio is
incorporated herein by reference to Post-Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484) filed with
the Securities and Exchange Commission on May 22, 1997.
EX-99.B5(i) Form of Investment Advisory Agreement between Registrant and Trust for Community
Banks, L.P. with respect to the Extended Liquidity Portfolio, Short Duration
Portfolio and Intermediate Duration Portfolio is incorporated herein by reference
to Post-Effective Amendment No. 27 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange Commission on
December 13, 1996.
</TABLE>

C-16
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. AND
DESCRIPTION
- --------------------
<S> <C>
EX-99.B5(j) Form of Investment Sub-Advisory Agreement between Trust for Community Banks, L.P.
and Duff & Phelps Investment Management Co. with respect to the Extended
Liquidity Portfolio and Short Duration Portfolio is incorporated herein by
reference to Post-Effective Amendment No. 27 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484) filed with the Securities and Exchange
Commission on December 13, 1996.
EX-99.B5(k) Form of Investment Sub-Advisory Agreement between Trust for Community Banks, L.P.
and State Street Research & Management Company with respect to the Short Duration
Portfolio and Intermediate Duration Portfolio is incorporated herein by reference
to Post-Effective Amendment No. 27 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange Commission on
December 13, 1996.
EX-99.B5(l) Form of Investment Sub-Advisory Agreement between Trust for Community Banks, L.P.
and Weiss, Peck & Greer, L.L.C. with respect to the Extended Liquidity Portfolio,
Pinnacle Short Duration Portfolio and Intermediate Duration Portfolio is
incorporated herein by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 13, 1996.
EX-99.B5(m) Form of Investment Sub-Advisory Agreement between Trust for Community Banks, L.P.
and Western Asset Management with respect to the Extended Liquidity Portfolio,
Pinnacle Short Duration Portfolio and Pinnacle Intermediate Duration Portfolio is
incorporated herein by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on December 13, 1996.
EX-99.B5(n) Form of Investment Advisory Agreement between Registrant and MDL Capital
Management, Inc. with respect to the MDL Broad Market Fixed Income Portfolio and
the MDL Large Cap Growth Equity Portfolio is incorporated herein by reference to
Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484) filed with the Securities and Exchange Commission on May
22, 1997.
EX-99.B6(a) Amended and Restated Distribution Agreement between Registrant and SEI Financial
Services Company dated August 8, 1994 as originally filed with Post-Effective
Amendment No. 17 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on September 19,
1994 is incorporated herein by reference to Post-Effective Amendment No. 24 filed
on February 28, 1996.
EX-99.B6(b) Distribution Agreement between Registrant and CCM Securities, Inc. dated February
28, 1997 is filed herewith.
EX-99.B7 Not Applicable.
</TABLE>

C-17
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. AND
DESCRIPTION
- --------------------
<S> <C>
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 is incorporated herein by reference to
Post-Effective Amendment No. 28 filed on February 27, 1997.
EX-99.B9 Amended and Restated Administration Agreement between Registrant and SEI Financial
Management Corporation, including schedules relating to Clover Capital Equity
Value Fund, Clover Capital Fixed Income Fund, White Oak Growth Stock Fund, Pin
Oak Aggressive Stock Fund, Roulston Midwest Growth Fund, Roulston Growth and
Income Fund, Roulston Government Securities Fund, A+P Large-Cap Fund, Turner
Fixed Income Fund, Turner Small Cap Fund, Turner Growth Equity Fund, Morgan
Grenfell Fixed Income Fund, Morgan Grenfell Municipal Bond Fund and HGK Fixed
Income Fund dated May 17, 1994 as originally filed with Post-Effective Amendment
No. 15 to Registrant's Registration Statement on Form N-1A (File No. 33-42484),
filed with the Securities and Exchange Commission on June 15, 1994 is
incorporated herein by reference to Post-Effective Amendment No. 24 filed on
February 28, 1996.
EX-99.B9(a) Schedule dated November 11, 1996 to Administration Agreement dated November 14,
1991 as Amended and Restated May 17, 1994 adding the CRA Realty Shares Portfolio
is incorporated herein by reference to Post-Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on May 22, 1997.
EX-99.B9(b) Shareholder Service Plan and Agreement for the Class A Shares of the CRA Realty
Shares Portfolio is filed herewith.
EX-99.B9(c) Form of Schedule to Amended and Restated Administration Agreement adding the
Extended Liquidity Portfolio, Short Duration Portfolio and Intermediate Duration
Portfolio is incorporated herein by reference to Post-Effective Amendment No. 27
to Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed
with the Securities and Exchange Commission on December 13, 1996.
EX-99.B9(d) Schedule to Amended and Restated Administration Agreement dated May 8, 1995 to the
Administration Agreement dated November 14, 1991 as Amended and Restated May 17,
1994 with respect to the FMC Select Fund is incorporated herein by reference to
Post-Effective Amendment No. 28 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange Commission on
February 27, 1997.
EX-99.B9(e) Schedule to the Amended and Restated Administration Agreement dated February 13,
1996 to the Administration Agreement November 14, 1991 as Amended and Restated
May 17, 1994 with respect to the Clover Capital Equity Value Fund, Clover Capital
Fixed Income Fund and Clover Capital Small Cap Value Fund is incorporated herein
by reference to Post-Effective Amendment No. 28 to Registrant's Registration
Statement on Form N-1A (File No. 33-42484), filed with the Securities and
Exchange Commission on February 27, 1997.
</TABLE>

C-18
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. AND
DESCRIPTION
- --------------------
<S> <C>
EX-99.B9(f) Consent to Assignment and Assumption of Administration Agreement dated June 1, 1996
is incorporated herein by reference to Post-Effective Amendment No. 28 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1997.
EX-99.B9(g) Form of Schedule to the Amended and Restated Administration Agreement adding the
MDL Broad Market Fixed Income Portfolio and the MDL Large Cap Growth Equity
Portfolio is incorporated herein by reference to Post-Effective Amendment No. 29
to Registrant's Registration Statement on Form N-1A (Filed No. 33-42484), filed
with the Securities and Exchange Commission on May 22, 1997.
EX-99.B10 Opinion and Consent of Counsel is incorporated herein by reference to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No.
33-42484), filed with the Securities and Exchange Commission on October 28, 1991.
EX-99.B11 Consent of Independent Public Accountants is filed herewith.
EX-99.B12 Not Applicable.
EX-99.B13 Not Applicable.
EX-99.B14 Not Applicable.
EX-99.B15 Distribution Plan for The Advisors' Inner Circle Fund as originally filed with
Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange Commission on
September 19, 1994 is incorporated herein by reference to Post-Effective
Amendment No. 24 filed on February 28, 1996.
EX-99.B16 Performance Quotation Computation is incorporated herein by reference to
Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-42484), filed with the Securities and Exchange Commission on
February 25, 1994.
EX-99.B18 Rule 18f-3 Plan is incorporated herein 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 for David G. Lee, John T. Cooney, William M. Doran, Frank E.
Morris, Robert A. Nesher, Gene Peters, Robert A. Patterson and James M. Storey
are incorporated herein by reference to Post-Effective Amendment No. 28 to
Registrant's Registration Statement on Form N-1A (File No. 33-42484), filed with
the Securities and Exchange Commission on February 27, 1997.
EX-99.B27 Financial Data Schedule for the CRA Realty Shares Portfolio is filed herewith.
</TABLE>

C-19

<PAGE>

DISTRIBUTION AGREEMENT
THE ADVISORS' INNER CIRCLE FUND
CLOVER CAPITAL FUNDS

THIS AGREEMENT is made as of this 28th day of February, 1997 between The
Advisors' Inner Circle Fund ("the Trust"), a Massachusetts business trust and
CCM Securities, Inc. (the "Distributor"), a New York corporation, with respect
to the portfolios of Clover Capital Management, Inc., as further defined below.

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 (the "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 of beneficial interest (the "Shares") of the
portfolios of the Trust listed on Schedule X hereto (each a "Portfolio" and,
collectively, the "Clover Portfolios") 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
("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 Clover Portfolios; 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 sell any
particular number of Shares.

ARTICLE 3. 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.

<PAGE>

ARTICLE 4. REGISTRATION OF SHARES. The Trust agrees that it will take all
action necessary to register Shares under applicable federal and state
securities laws so that there will be available for sale the number of Shares of
the Clover Portfolios 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 for the Clover Portfolios 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 Clover Portfolios.

ARTICLE 5. 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 Plan (collectively, "Plans") adopted by
the appropriate class of Shares of each of the Clover 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 deferred sales charges ("DSCs"), if any, applied on
redemptions of the applicable classes(es) of 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
the applicable classes(es) of 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(es) of 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 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

<PAGE>

reason of any person acquiring any Shares, based upon the ground
that the Trust's Registration Statement, prospectuses, 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 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
Trust's Registration Statement, prospectuses, Shareholder reports or other
information filed or made public by the Trust (as from time to time amended)
relating to the Clover Portfolios included an untrue statement

<PAGE>

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.

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(s), if any, 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 SFS, 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 sixty days prior written notice to the other party.

<PAGE>

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 One Freedom Valley Road, Oaks, PA 19456, and if to
the Distributor, at 11 Tobey Village Office Park, Pittsford, NY 14534.

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 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
Distributor shall look only to the assets of the relevant Clover Portfolio for
payment of fees for services rendered to that Clover Portfolio.

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.

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: /s/ Barbara A. Nugent
-----------------------

Attest: /s/ Cassandra Arnold
----------------------

CCM SECURITIES, INC.

By: /s/ Ned W. Roman, Pres.
-------------------------

Attest: /s/ Paula A. Collins
----------------------

<PAGE>

Schedule X

Distribution Agreement

dated February 28, 1997

between The Advisors' Inner Circle Fund

and

CCM Securities, Inc.

Clover Capital Equity Value Fund

Clover Capital Fixed Income Fund

Clover Capital Small Cap Value Fund

<PAGE>

SHAREHOLDER SERVICE PLAN AND AGREEMENT

CRA REALTY SHARES PORTFOLIO

CLASS A

CRA Realty Shares Portfolio (the "Portfolio") is a separate series of The
Advisors' Inner Circle Fund (the "Fund"), an open-end investment company
registered under the Investment Company Act of 1940, as amended. The Portfolio
desires to retain SEI Financial Services Company (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Class A shares ("Shares") of the
Portfolio. The Distributor is willing to itself provide or to compensate
service providers for providing, such shareholder services in accordance with
the terms and conditions of this Agreement.

SECTION 1. The Distributor will provide, [or will enter into written
agreements] in the form attached hereto with service providers pursuant to which
the service providers will provide, one or more of the following shareholder
services to Clients who may from time to time beneficially own Shares:

(i) providing information periodically to Clients showing their
positions in Shares;

(ii) forwarding shareholder communications from the Trust (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;

(iii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Trust or its service
providers;

(iv) providing subaccounting with respect to Shares beneficially owned
by Clients;

(v) processing dividend payments from the Portfolio on behalf of
Clients; and

(vi) providing such other similar services as the Portfolio may
reasonably request to the extent that the Distributor and/or the
service provider is permitted to do so under applicable laws or
regulations.

SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.

SECTION 3. Neither the Distributor nor any of its officers, employees, or
agents is authorized to make any representations concerning the Portfolio or the
Shares except those contained in the Portfolio's

<PAGE>

then-current prospectus or Statement of Additional Information for the
Shares, copies of which will be supplied to the Distributor, or in such
supplemental literature or advertising as may be authorized in writing.

SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Trust in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Portfolio harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Portfolio or
its designees concerning the performance of the Distributor's responsibilities
under this Agreement.

SECTION 5. In consideration of the services and facilities to be provided by
the Distributor or any service provider, the Portfolio will pay to the
Distributor a fee, as agreed from time to time, at an annual rate of up to .25%
(twenty-five basis points) of the average net asset value of all Class A shares
of the Portfolio, which fee will be computed daily and paid monthly. The
Portfolio may, in its discretion and without notice, suspend or withdraw the
sale of its Class A Shares, including the sale of Class A Shares to any service
provider for the account of any Client or Clients. The Distributor may waive
all or any portion of its fee from time to time.

SECTION 6. The Portfolio may enter into other similar servicing agreements with
any other person or persons without the Distributor's consent.

SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Portfolio or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class A Shares of the Portfolio, without penalty, at any time by
the Portfolio or by the Distributor upon written notice to the Portfolio.

SECTION 9. All notices and other communications to either the Portfolio or to
the Distributor will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party shall so provide the other.

SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.

<PAGE>

SECTION 11. References to the "CRA Realty Shares Portfolio," the "Fund," and
the "Trustees" of the Fund refer respectively to the Fund created and the
Trustees as trustees, but not individually or personally, acting from time to
time under the Declaration of Trust of the Fund dated July 18, 1991, a copy of
which is on file with the Department of State of the Commonwealth of
Massachusetts and at the Fund's principal office. The obligations of the Fund
entered into in the name or on behalf thereof by any of the Trustees, officers,
representatives, or agents are made not individually, but in such capacities,
and are not binding upon any of the Trustees, shareholders, officers,
representatives, or agents of the Fund personally. Further, any obligations of
the Fund with respect to the Portfolio shall not be binding upon any other
Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

THE ADVISORS' INNER CIRCLE FUND
on behalf of the

CRA REALTY SHARES PORTFOLIO

By: /s/ Barbara A. Nugent Date: 11/12/96
----------------------- ----------

SEI FINANCIAL SERVICES COMPANY

By: /s/ Todd Cipperman Date: 11/12/96
-------------------- ----------

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our firm
name included in the Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A of the The Advisors' Inner Circle (File No. 33-42484),
and to all references to our firm included in this Registration Statement.

/s/Arthur Andersen LLP

Philadelphia, Pa.,
June 25, 1997

<PAGE>
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</TABLE>