ADVISORS INNER CIRCLE FUND
N-30D, 1997-12-29
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                                       AIG
                                MONEY MARKET FUND
                                  ANNUAL REPORT
                                OCTOBER 31, 1997

                                       AIG
                                   ADVISED BY
                          AIG CAPITAL MANAGEMENT CORP.

                                     <PAGE>



THE AIG MONEY MARKET FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS, OCTOBER 31, 1997

Dear Shareholder:

We are pleased to provide you with the annual report on the AIG Money Market 
Fund (the "Fund") for its fiscal year ending October 31, 1997.

Despite the heightened volatility of the global financial markets during the
twelve months ended October 31, 1997, the Fund continued to provide competitive
money market returns while seeking to preserve principal value and maintain a
high degree of liquidity. During the reporting period, the U.S. economy was
characterized by moderate growth and low inflation accompanied by considerable
volatility in the equity and bond markets.

Short term interest rates rose modestly from November through March and peaked
in March as a result of the anticipated Federal Reserve Board decision to
increase the federal funds rate by 25 basis points on March 25th in a
"pre-emptive" strike against inflation. By April, however, it became clear that
the economy would moderate and short term yields started to ease. Short term
rates exhibited moderate volatility over the remainder of the reporting period
amid speculation on whether the Federal Reserve Board would raise interest rates
again to keep the economy from overheating and inflation from accelerating.

Despite earlier expectations to the contrary, the Federal Reserve Board kept
interest rates unchanged through the end of the reporting period as a
consequence of two factors: first, the Federal Reserve's widened tolerance of
growth, and second, the turbulence in the financial markets throughout the
world. Despite the Federal Reserve Chairman's recent optimistic statements with
respect to the financial markets, after Monday, October 27th's 554 point Dow
Jones Industrial Average plunge, we believe the Federal Reserve's intentions are
clear: any inflationary uptick will be met with a tightening of rates. Mr.
Greenspan's remarks before Congress on October 2nd were better indications of
his belief that despite little signs of wage-push inflation, employment gains,
averaging 230,000 per month, and hourly earnings, increasing at a 3.6% rate over
the previous 12 months, were well worth watching and remain important indicators
for the Federal Reserve. The Federal Reserve Chairman told a House panel that
the excessive demand for workers and the falling unemployment rate suggest that
the economy remains on an unsustainable growth track. Indeed, the Producer Price
Index rose 0.5% for September (6.0% annualized), indicating that the best
inflation news may be behind us. This may be exacerbated by the U.S. Dollar's
recent weakness: a strong U.S. Dollar has nullified some inflationary pressures
by effectively making imports cheaper. The third quarter Employment Cost Index,
released October 28th, at +0.8% (3.2% annualized), was as expected, but an
increasingly fragile bull market needs better numbers continually to sustain
itself, and thus this figure caused some concern that the Federal Reserve will
not be content to "experiment" much longer before rates are nudged upwards. An
outside crisis, such as the Asian currency and equity market collapse witnessed
near the end of the reporting period, could dampen the Federal Reserve's
enthusiasm to tighten, because more pronounced market linkages leave the U.S.
Economy more vulnerable to downturns from overseas, and cheaper imports could
aid in dampening U.S. inflation.

The Fund continued to maintain a conservative weighted average maturity in its
portfolio, which stood at 37 days on October 31, 1997. This figure is shorter
than the average Prime Institutional Fund as reported by IBC, which is primarily
attributable to the Fund's higher concentration in short term bank obligations
and commercial paper. Over the coming quarters, the Fund's investments are
expected to maintain, but not substantively lengthen, its weighted average
maturity unless prospective market yields warrant an extension strategy. The
following pages contain information on the Fund's performance during the
reporting period and its portfolio holdings at the end of the reporting period.

We appreciate your participation in the Fund.

Sincerely,



/S/ SIGNATURE
Helen Stefanis
President
AIG Capital Management Corp.


                                     <PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

================================================================================
To the Shareholders and Trustees of
AIG Money Market Fund of
The Advisors' Inner Circle Fund:

We have audited the accompanying statement of net assets of AIG Money Market
Fund (the "Fund"), one of the funds constituting The Advisors' Inner Circle
Fund, as of October 31, 1997, and the related statements of operations, changes
in net assets and financial highlights for the periods presented. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1997, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of AIG
Money Market Fund of The Advisors' Inner Circle Fund as of October 31, 1997, the
results of its operations, changes in its net assets, and financial highlights
for the periods presented, in conformity with generally accepted accounting
principles.





ARTHUR ANDERSEN LLP

Philadelphia, PA
December 12, 1997

                                     <PAGE>



STATEMENT OF NET ASSETS                          THE ADVISORS' INNER CIRCLE FUND
OCTOBER 31, 1997
================================================================================
AIG MONEY MARKET FUND


- ---------------------------------------------------------
  FACE
 AMOUNT                                           VALUE
  (000)                                           (000)
- ---------------------------------------------------------
COMMERCIAL PAPER* (70.7%)
- ---------------------------------------------------------
   Bank Holding Companies (4.5%)
- ---------------------------------------------------------
          J.P. Morgan
 $20,000    5.571, 12/23/97                      $19,841
- ---------------------------------------------------------
   BEAUTY PRODUCTS (8.7%)
- ---------------------------------------------------------
          Gillette (A)
  20,000    5.673, 11/03/97                       19,994
          Procter & Gamble
  18,000    5.576, 11/07/97                       17,983
- ---------------------------------------------------------
                                                  37,977
- ---------------------------------------------------------
   FOOD, BEVERAGE & TOBACCO (4.4%)
- ---------------------------------------------------------
          Coca-Cola
   5,000    5.529, 11/10/97                        4,993
          Sara Lee
  14,400    5.653, 11/03/97                       14,395
- ---------------------------------------------------------
                                                  19,388
- ---------------------------------------------------------
   INDUSTRIAL (3.4%)
- ---------------------------------------------------------
          General Electric
  15,000    5.608, 01/08/98                       14,843

- ---------------------------------------------------------
   MISCELLANEOUS-BUSINESS CREDIT INSTITUTIONS (6.6%)
- ---------------------------------------------------------
          Chevron U.K. Investment PLC
   5,000    5.529, 11/06/97                        4,996
  10,000    5.540, 11/20/97                        9,971
          Vattenfall Treasury
  14,000    5.571, 12/09/97                       13,919
- ---------------------------------------------------------
                                                  28,886
- ---------------------------------------------------------
   NATIONAL COMMERCIAL BANKS (16.4%)
- ---------------------------------------------------------
          Bank of Montreal
  15,000    5.572, 11/24/97                       14,947
          Bil North America
  15,000    5.612, 11/17/97                       14,963
          Dresdner U.S. Finance
  15,000    5.530, 11/04/97                       14,993
          KFW International Finance
   7,000    5.517, 11/05/97                        6,996
   4,850    5.631, 12/29/97                        4,807
          UBS Finance
  15,000    5.693, 11/03/97                       14,995
- ---------------------------------------------------------
                                                  71,701
- ---------------------------------------------------------

- ---------------------------------------------------------
  FACE
 AMOUNT                                           VALUE
  (000)                                           (000)
- ---------------------------------------------------------
   PERSONAL CREDIT INSTITUTIONS (3.4%)
- ---------------------------------------------------------
          General Electric Capital Services
 $15,000    5.669, 01/29/98                      $14,793
- ---------------------------------------------------------
   PETROLEUM & FUEL PRODUCTS (3.8%)
- ---------------------------------------------------------
          Gaz de France
  16,700    5.528, 11/18/97                       16,657
- ---------------------------------------------------------
   PHARMACEUTICALS (2.5%)
- ---------------------------------------------------------
          Glaxo Wellcome PLC (A)
  11,000    5.669, 01/21/98                       10,862
- ---------------------------------------------------------
   RETAIL-RESTAURANTS (3.4%)
- ---------------------------------------------------------
          McDonald's
  15,000    5.653, 11/03/97                       14,995
- ---------------------------------------------------------
   SECURITIES BROKERAGE/DEALERS (9.1%)
- ---------------------------------------------------------
          Goldman Sachs
  15,000    5.550, 11/10/97                       14,979
   5,000    5.547, 11/12/97                        4,992
          Merrill Lynch
  10,000    5.609, 12/04/97                        9,949
  10,000    5.752, 03/17/98                        9,788
- ---------------------------------------------------------
                                                  39,708
- ---------------------------------------------------------
   TELEPHONES & TELECOMMUNICATION (4.5%)
- ---------------------------------------------------------
          Telstra
  10,000    5.535, 11/19/97                        9,972
  10,000    5.553, 12/10/97                        9,940
- ---------------------------------------------------------
                                                  19,912
- ---------------------------------------------------------
          TOTAL COMMERCIAL PAPER
            (Cost $309,563)                      309,563
- ---------------------------------------------------------
CERTIFICATES OF DEPOSIT* (22.9%)
- ---------------------------------------------------------
          ABN Ambro Bank N.V.
  10,000    5.650, 12/23/97                        9,998
   5,000    5.650, 12/23/97                        4,999
          Australia & New Zealand Banking
            Group Limited
  10,000    5.670, 02/09/98                       10,000
          Hong Kong & Shanghai Banking
  15,000    5.590, 12/18/97                       15,000
          Industrial Bank of Japan
  10,000    5.650, 11/18/97                       10,000


     The accompanying notes are an integral part of the financial statements

                                     <PAGE>



STATEMENT OF NET ASSETS                          THE ADVISORS' INNER CIRCLE FUND
OCTOBER 31, 1997
================================================================================
- ---------------------------------------------------------
  FACE
 AMOUNT                                           VALUE
  (000)                                           (000)
- ---------------------------------------------------------
CERTIFICATES OF DEPOSIT (CONTINUED)
- ---------------------------------------------------------
          Landesbank Hessen-Thueringen
            Girozentrale
$  5,000    5.800, 01/16/98                    $   4,999
          Societe Generale
  20,000    5.610, 12/03/97                       20,000
          Swiss Bank
  15,000    5.700, 11/20/97                       15,000
          Westdeutsche Landesbank Girozentrale
  10,000    5.640, 01/15/98                       10,000
- ---------------------------------------------------------
          TOTAL CERTIFICATES OF DEPOSIT
            (Cost $99,996)                        99,996
- ---------------------------------------------------------
EURO TIME DEPOSITS* (6.5%)
- ---------------------------------------------------------
          Bayerische Hypotheken-Und
            Wechsel-Bank
  20,000    5.656, 11/03/97                       20,000
          BHF-Bank
   8,625    5.625, 11/03/97                        8,625
- ---------------------------------------------------------
          TOTAL EURO TIME DEPOSITS
            (Cost $28,625)                        28,625
- ---------------------------------------------------------
          TOTAL INVESTMENTS (100.1%)
            (Cost $438,184)                      438,184
- ---------------------------------------------------------
OTHER ASSETS AND LIABILITIES, NET (-0.1%)           (305)
- ---------------------------------------------------------
          TOTAL NET ASSETS (100.0%)             $437,879
- ---------------------------------------------------------

- ---------------------------------------------------------
                                                  VALUE
                                                  (000)
- ---------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------
          Portfolio Shares of Class A (unlimited
            authorization -- no par value)
            based on  329,122,284 outstanding
            shares of beneficial interest       $329,123
          Portfolio Shares of Class B 
           (unlimited authorization --
            no par value) based on  
            108,753,034 outstanding shares
            of beneficial interest               108,753
          Undistributed Net Investment Income          3
- ---------------------------------------------------------
          TOTAL NET ASSETS (100.0%)             $437,879
- ---------------------------------------------------------
          Net Asset Value, Offering 
            and Redemption
            Price Per Share -- Class A             $1.00
          Net Asset Value, Offering 
            and Redemption
            Price Per Share -- Class B             $1.00
- ---------------------------------------------------------
(A) SECURITY SOLD WITHIN TERMS OF A PRIVATE PLACEMENT MEMORANDUM, EXEMPT FROM
    REGISTRATION UNDER SECTION 4(2) OR 144A OF THE SECURITIES ACT OF 1933, AS
    AMENDED, AND MAY BE SOLD ONLY TO DEALERS IN THAT PROGRAM OR OTHER 
    "ACCREDITED INVESTORS." THESE SECURITIES HAVE BEEN DETERMINED TO BE LIQUID 
    UNDER GUIDELINES ESTABLISHED BY THE BOARD OF TRUSTEES.
 *  DISCLOSURE PRESENTS
    ANNUALIZED YIELD AT DATE OF PURCHASE FOR DISCOUNT SECURITIES, AND COUPON FOR
    COUPON-BEARING SECURITIES. 
PLC -- PUBLIC LIMITED CORPORATION

     The accompanying notes are an integral part of the financial statements

                                     <PAGE>

STATEMENT OF OPERATIONS                          THE ADVISORS' INNER CIRCLE FUND

================================================================================
                                                                   11/1/96 to
                                                                    10/31/97
AIG MONEY MARKET FUND                                                (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME:                                                  
   Interest                                                         $25,591
                                                                    -------
     Total Investment Income                                         25,591
                                                                    -------

EXPENSES:
   Investment Advisory Fees                                           1,149
   Waiver of Investment Advisory Fees                                  (459)
   Administrative Fees                                                  383
   Waiver of Administrative Fees                                        (57)
   Custodian Fees                                                        54
   Professional Fees                                                     50
   Distribution Fees (1)                                                420
   Transfer Agent Fees                                                   46
   Printing Fees                                                         23
   Trustee Fees                                                           6
   Registration and Filing Fees                                          33
   Insurance and Other Fees                                              16
   Amortization of Deferred Organizational Costs                          7
   Rating Fees                                                           15
                                                                    -------
       Total Expenses                                                 1,686
                                                                    -------
     Net Investment Income                                           23,905
                                                                    -------
NET REALIZED GAIN FROM SECURITIES SOLD                                    2
                                                                    -------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $23,907
                                                                    =======
(1) Distribution fees are incurred by the Class B Shares only.


     The accompanying notes are an integral part of the financial statements

                                     <PAGE>

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

================================================================================
                                                       11/1/96 to    11/1/95 to
                                                        10/31/97      10/31/96
AIG MONEY MARKETFUND                                      (000)         (000)
- --------------------------------------------------------------------------------
INVESTMENT ACTIVITIES:                                
   Net Investment Income                              $    23,905  $    22,328
   Net Realized Gain (Loss) on Securities                       2           (1)
                                                      -----------  -----------
     Increase in Net Assets Resulting from Operations      23,907       22,327
                                                      -----------  -----------
DISTRIBUTIONS TO SHAREHOLDERS:
   Net Investment Income
     Class A                                              (17,990)     (16,913)
     Class B                                               (5,915)      (5,415)
                                                      -----------  -----------
   Total Distributions                                    (23,905)     (22,328)
                                                      -----------  -----------
SHARE TRANSACTIONS (AT $1.00 PER SHARE):
   Class A
     Shares Issued                                     24,277,294   20,518,210
     Shares Issued in Lieu of Cash Distributions           17,863       16,941
     Shares Redeemed                                  (24,219,898) (20,594,942)
                                                      -----------  -----------
       Net Class A Share Transactions                      75,259      (59,791)
                                                      -----------  -----------
   Class B
     Shares Issued                                        398,868      298,083
     Shares Issued in Lieu of Cash Distributions            5,874        5,368
     Shares Redeemed                                     (431,373)    (288,549)
                                                      -----------  -----------
       Net Class B Share Transactions                     (26,631)      14,902
                                                      -----------  -----------
Increase(Decrease)in Net Assets From Share Transactions    48,628      (44,889)
                                                      -----------  -----------
Total Increase (Decrease) in Net Assets                    48,630      (44,890)
NET ASSETS:
   Beginning of Period                                    389,249      434,139
                                                      -----------  -----------
   End of Period                                      $   437,879  $   389,249
                                                      ===========  ===========


     The accompanying notes are an integral part of the financial statements



                                     <PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS                                                                        THE ADVISORS' INNER CIRCLE FUND

====================================================================================================================================
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
                                                                                                                        RATIO
                                                                                                            RATIO       OF NET
                        NET                               NET               NET                 RATIO     OF EXPENSES   INCOME
                       ASSET              DISTRIBUTIONS  ASSET             ASSETS    RATIO      OF NET    TO AVERAGE  TO AVERAGE
                       VALUE       NET      FROM NET     VALUE              END    OF EXPENSES  INCOME    NET ASSETS  NET ASSETS
                     BEGINNING INVESTMENT  INVESTMENT     END     TOTAL  OF PERIOD TO AVERAGE  TO AVERAGE (EXCLUDING  (EXCLUDING
                     OF PERIOD   INCOME      INCOME     OF PERIOD RETURN   (000)   NET ASSETS  NET ASSETS   WAIVERS)    WAIVERS)
                     --------- ---------- ------------- --------- ------ --------- ----------- ---------- ----------- -----------
- ---------------------
AIG MONEY MARKET FUND
- ---------------------
   CLASS A (1)
<S>  <C>               <C>        <C>        <C>         <C>      <C>     <C>         <C>        <C>         <C>         <C>  
     1997              $1.00      0.05       (0.05)      $1.00    5.41%   $329,125    0.27%      5.30%       0.39%       5.18%
     1996              $1.00      0.05       (0.05)      $1.00    5.26%   $253,865    0.39%      5.15%       0.41%       5.13%
     1995              $1.00      0.05       (0.05)      $1.00    5.75%*  $313,657    0.40%*     5.60%*      0.47%*      5.53%*
   CLASS B (1)
     1997              $1.00      0.05       (0.05)      $1.00    5.04%   $108,754    0.63%      4.93%       0.74%       4.82%
     1996              $1.00      0.05       (0.05)      $1.00    4.89%   $135,384    0.74%      4.79%       0.77%       4.76%
     1995              $1.00      0.04       (0.04)      $1.00    5.43%*  $120,482    0.75%*     5.18%*      0.85%*      5.08%*
<FN>
  * ANNUALIZED
(1) THE AIG MONEY MARKET FUND CLASS A AND CLASS B COMMENCED OPERATIONS ON DECEMBER 1, 1994 AND FEBRUARY 16, 1995, RESPECTIVELY.
</FN>
</TABLE>                                  

     The accompanying notes are an integral part of the financial statements

                                     <PAGE>





NOTES TO FINANCIAL STATEMENTS                    THE ADVISORS' INNER CIRCLE FUND
OCTOBER 31, 1997
================================================================================
1.   ORGANIZATION:

     THE   ADVISORS'   INNER  CIRCLE  FUND  (the  "Trust")  is  organized  as  a
Massachusetts  business  trust  under an  Amended  and  Restated  Agreement  and
Declaration of Trust dated February 18, 1997. The Trust is registered  under the
Investment  Company Act of 1940,  as amended (the "1940 Act"),  as a diversified
open-end management investment company with nine portfolios, three of which have
not commenced operations as of October 31, 1997. The financial statements herein
are those of one such portfolio,  the AIG Money Market Fund (the "Fund"),  which
offers two classes of shares:  Class A and Class B. The financial  statements of
the remaining portfolios are presented separately.  The assets of each portfolio
are  segregated,  and a  Shareholder's  interest is limited to the  portfolio in
which shares are held.  The Fund's  prospectuses  provide a  description  of the
Fund's investment objectives, policies and strategies.

2.   SIGNIFICANT ACCOUNTING POLICIES:

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

         SECURITY  VALUATION --  Investment  securities  are stated at amortized
         cost, which  approximates  market value.  Under this valuation method, 
         purchase discounts  and premiums are accreted and  amortized  ratably
         to maturity and are included in interest income.

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

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

         NET ASSET  VALUE PER SHARE -- The net asset value per share of the Fund
         is calculated  on each business day by dividing the total value of
         assets,  less liabilities, by the number of shares outstanding.

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

         EXPENSES -- Expenses that are directly  related to the Fund are charged
         directly to the Fund. Other operating  expenses of the Trust are 
         prorated to the portfolios on the basis of relative net asset value. 
         Class  specific  expenses, such as the 12b-1 fees,  are borne by that 
         class.  Income,  other  expenses  and realized gains and losses of the 
         Fund are allocated to the respective classes on the basis of the 
         relative net asset value each day.


                                     <PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)        THE ADVISORS' INNER CIRCLE FUND
OCTOBER 31, 1997
================================================================================


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

         Distributions from net investment income and net realized capital gains
         are determined in accordance with 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 requires 
         management to make  estimates and  assumptions  that affect the 
         reported  amount of assets and liabilities  and disclosure of
         contingent  assets and liabilities at the date of the  financial 
         statements  and the  reported  amounts of revenues  and expenses
         during the reporting period. Actual results could differ from those
         estimates.

3.   ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:

     The Fund  incurred  organization  costs of  $33,000.  These costs have been
capitalized  by the Fund and are being  amortized  over sixty months  commencing
with operations. In the event any of the initial shares of the Fund are redeemed
by any  holder  thereof  during  the  period  that  the Fund is  amortizing  its
organizational  costs, the redemption  proceeds payable to the holder thereof by
the Fund will be reduced  by the  unamortized  organizational  costs in the same
ratio as the  number of initial  shares  being  redeemed  bears to the number of
initial shares outstanding at the time of redemption. Organization costs include
legal fees of approximately  $21,000 for organizational  work performed by a law
firm of which 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 were parties to an Administration Agreement
under which the Administrator provided administrative services at an annual rate
of .145% of the Fund's  average daily net assets up to $100  million;  .1125% of
the Fund's  average  daily  assets from $100  million up to and  including  $200
million; .07% of the Fund's average daily net assets from $200 million up to and
including  $450  million;  and .05% of the Fund's  average daily net assets over
$450  million.  There was a minimum  annual fee of $100,000.  The  Administrator
agreed to waive a portion of its fee in order to limit  certain  expenses of the
Fund.

     Effective  May 1, 1997 the  Administration  Agreement  has been  amended to
reflect fees at an annual rate of .10% of the Fund's average daily net assets up
to $50 million;  .08% of the average daily net assets from $50 million up to and
including  $250 million;  .06% of the average daily net assets from $250 million
up to and including  $450  million;  and .05% of the average daily net assets in
excess of $450 million.  There is a minimum  annual fee of $75,000 per portfolio
plus $15,000 for each additional class.

                                     <PAGE>

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)        THE ADVISORS' INNER CIRCLE FUND
OCTOBER 31, 1997
================================================================================
     The Trust and the Distributor  entered into a Distribution  Agreement dated
November  14,  1991 as amended  and  restated  August 8, 1994.  The  Distributor
receives no fees for its distribution services under this agreement.

     AIG  Equity  Sales  Corp.  serves as the  Sub-Distributor  and  Shareholder
Servicing  Agent to the Fund.  The Fund has  adopted a  Distribution  Plan ("the
Plan") relating to the Class B shares pursuant to the Investment  Company Act of
1940, Rule 12b-1. The Plan provides for payment of fees to the Distributor at an
annual rate of .35% of the average daily net assets of the Class B shares.  Such
fees are then paid to the Sub-Distributor for services provided.

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

5.   INVESTMENT ADVISORY AND CUSTODIAN AGREEMENTS:

     The Trust and AIG Capital  Management  Corp. (the "Advisor") are parties to
an Investment Advisory Agreement (the "Advisory Agreement").  Under the terms of
the Advisory Agreement,  the Advisor receives an annual fee equal to .25% of the
Fund's  average daily net assets.  The Advisor has  voluntarily  agreed to waive
 .10% of its fee, and to waive additional fees and/or reimburse  certain expenses
of the Portfolio in order to limit  operating  expenses to not more than .40% of
the  average  daily net assets of Class A and not more than .75% of the  average
daily net assets of Class B. Fee waivers are  voluntary and may be terminated at
any time upon sixty days' written notice to the Fund.

     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.   CONCENTRATION OF CREDIT RISK:

     The Fund invests  primarily in high quality money market  instruments.  The
Fund maintains a diversified  portfolio which  currently has a concentration  of
assets in the banking  industry.  The  ability of the issuers of the  securities
held  by the  Fund  to  meet  their  obligations  may be  affected  by  economic
developments in the banking  industry.  The summary of credit quality rating for
securities held by the Fund at October 31, 1997 is as follows:

                  S & P                  MOODY'S
             ----------------      ----------------
             A-1 +     91.2%        P-1      100.0%
             A-1        8.8%
                     --------
                      100.0%
                                     <PAGE>

                             NOTICE TO SHAREHOLDERS
                                       OF
                         THE ADVISORS' INNER CIRCLE FUND
                                   (UNAUDITED)

For the shareholders  that do not have a October 31, 1997 taxable year end, this
notice is for  informational  purposes only. For shareholders with a October 31,
1997 taxable year end,  please  consult your tax adviser as to the pertinence of
this notice.

For the fiscal year ended October 31, 1997,  the portfolio is  designating  long
term capital gains,  qualifying dividends and exempt interest income with regard
to distributions paid during the year as follows:

                                (A)                 (B)
                             LONG TERM           ORDINARY              (C)
                           CAPITAL GAIN           INCOME              TOTAL
                           DISTRIBUTIONS       DISTRIBUTIONS      DISTRIBUTIONS
           PORTFOLIO        (TAX BASIS)         (TAX BASIS)        (TAX BASIS)
           ---------       -------------       -------------      -------------
AIG Money Market Fund           0%                 100%               100%

                                (D)                 (E)                (F)
                            QUALIFYING          TAX EXEMPT           FOREIGN
           PORTFOLIO       DIVIDENDS (1)         INTEREST          TAX CREDIT
           ---------       -------------       -------------      -------------
AIG Money Market Fund           0%                   0%                 0%

- ---------------
(1) QUALIFYING DIVIDENDS REPRESENT DIVIDENDS WHICH QUALIFY FOR THE CORPORATE
    DIVIDENDS RECEIVED DEDUCTION.
  * ITEMS (A) AND (B) ARE BASED ON A PERCENTAGE OF THE PORTFOLIO'S 
    TOTAL DISTRIBUTIONS. 
 ** ITEMS (D) AND (E) ARE BASED ON A PERCENTAGE OF ORDINARY INCOME DISTRIBUTIONS
    OF THE PORTFOLIO.


                                     <PAGE>


    INVESTMENT ADVISOR:
    AIG CAPITAL MANAGEMENT CORP.
    70 PINE STREET
    NEW YORK, NY 10270

    DISTRIBUTOR:
    SEI INVESTMENTS DISTRIBUTION CO.
    OAKS, PA 19456

    SUB-DISTRIBUTOR:
    AIG EQUITY SALES CORP.
    NEW YORK, NY 10270


    For information call: 1-800-845-3885







    This information must be preceded or accompanied 
    by a current prospectus.
    AIG-F-005-04



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