ADVISORS INNER CIRCLE FUND
N-30D, 2000-12-27
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[Graphic Omitted]
                               [cra logo omitted]
--------------------------------------------------------------------------------
                                     REALTY
--------------------------------------------------------------------------------
                                     SHARES
--------------------------------------------------------------------------------
                                    PORTFOLIO
--------------------------------------------------------------------------------
                                  ANNUAL REPORT
                                 TO SHAREHOLDERS

                                OCTOBER 31, 2000

                                   ADVISED BY:
                              CLARION [bullet] CRA
                                   SECURITIES
                                     <PAGE>

                                     <PAGE>

                                                              [CRA logo omitted]
--------------------------------------------------------------------------------
                                                                          REALTY
--------------------------------------------------------------------------------
                                                                          SHARES
--------------------------------------------------------------------------------
                                                                       PORTFOLIO

MANAGER'S DISCUSSION OF FUND PERFORMANCE

Letter to Our Shareholders:

We present our report for the CRA Realty Shares  Portfolio for the  twelve-month
period ended October 31, 2000.

PORTFOLIO REVIEW:
Over  the  last  twelve  months  the  portfolio's   performance  is  up  23.78%,
significantly  exceeding  the  performance  of the broad  market  stock and bond
indices.   As  shown  in  the  table  below,   the  portfolio  has  consistently
outperformed the two major real estate indices since inception.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                      2000                                   3 Years        Since Inception*
                                                       YTD               One-Year         (annualized)        (annualized)
----------------------------------------------------------------------------------------------------------------------------

<S>                                                  <C>                  <C>                  <C>                 <C>
         CRA Realty Shares Portfolio                 20.36%               23.78%               0.77%               5.07%
         Wilshire RE. Securities                     19.55                22.10               (0.11)               3.59
         NAREIT - Equity REITs                       16.56                18.29               (1.38)               2.59
         S&P 500 (Lg. Co. Stocks)                    (1.81)                6.09               17.60               20.41
         Russell 2000 (Sm. Co. Stocks)               (0.48)               17.40                5.93                9.94
         Lehman Gov't./Corp. Bonds                    7.83                 7.11                5.47                6.38
----------------------------------------------------------------------------------------------------------------------------
<FN>
      *INCEPTION DATE: 1/1/97
</FN>
</TABLE>

COMMENTARY:

ECONOMY,  ECONOMY,  ECONOMY! October blew chill winds through the equity markets
as a host  of  concerns  shook  investors'  confidence.  In  this  traditionally
volatile month for the stock market, prices declined as investors climbed a wall
of worry about a possible economic slowdown,  the outcome of the U.S. elections,
rising  oil  prices,  the  outbreak  of  fighting  in the Middle  East,  and the
fluctuations in world currency markets. No prisoners were taken as all the major
stock indices fell in October, including the REITs. The old cliche goes that the
key attribute for  successful  investing in real estate is "location,  location,
location."  With all due deference to the  importance of location,  today's most
important variable affecting real estate returns and values is the economy.  The
ugly stock market in October was due to an  increasing  body of data  suggesting
that the U.S.  economy  is  slowing  down ...  and  possibly  much  faster  than
consensus had expected.

IS THE WORRY  FOR REAL?  A noted  economist  once  wrote  that "the  market  has
predicted  seven  of the  last  three  recessions."  Is the  market  once  again
overreacting and beginning to price a recession when none exists?  Consensus has
been that the economy is slowing  from this year's 5% rate to 3% - 4% next year.
Now many observers are mentioning the "R" word  (recession)  and predicting that
the possibility of a hard landing is much increased.  We admit to some degree of
concern ourselves. Whether or not the economy merely slows its rate of growth or
actually  declines will become more fully apparent over the next few months.  In
either event, a more defensive  portfolio  strategy,  which  de-emphasizes those
property sectors most sensitive to changes in the economy, is advisable.

OUTLOOK:

REITS ARE STILL LIKELY TO BE GOOD RELATIVE PERFORMERS IN ANY EVENT. One positive
of the increased worry about factors shaping the future direction of the economy
is that  investors  are  beginning to factor risk into their equity  valuations.
Volatility  in the  markets  has led  investors  to revise  their  total  return
expectations down and is bringing new appreciation for dividends.  The good news
is that we are  collecting  a 7.5%  dividend  now which should grow 5% - 6% next
year. These dividends, on average, represent only a 65% payout of cash earnings,
providing a  meaningful  cushion  against  the effects of an economic  slowdown.
While it would be  disingenuous  to argue  that a slowdown  in the  economy is a
positive for real estate, it may not be as negative as times past. Vacancies are
now at some of the lowest levels seen in ten years. New construction levels have
been moderating. The larger presence of public markets for both real estate debt
and equity has proved to be influential  in moderating  the industry's  cyclical
swings.

CLARION CRA SECURITIES, L.P.
--------------------------------------------------------------------------------
AN AFFILIATE OF CLARION PARTNERS
<PAGE>

VALUATIONS  ARE MODEST AND EARNINGS ARE STILL  MEETING OR BEATING  EXPECTATIONS.
The good news is that the average company trades at less than nine times forward
earnings  and trades at a 17%  discount to our estimate of Net Asset Value (NAV)
per share.



                        SHARE PRICE PREMIUM TO ESTIMATE

[Chart graphic omitted]
Plot points are as follows:

Jan-91                   -35%
Jan-91/Jan-92             -6%
Jan-93                    18%
Jan-95                    -8%
Jan-98                    30%
After Jan-00             -17%

Source: Green Street Advisors, Clarion CRA (through 10/31/00)

The bad news is that multiples will have a hard time lifting until the direction
of the economy's growth becomes more certain and may actually  contract again in
a  recession  scenario.  Meanwhile,  earnings  continue  to come in  largely  as
expected  or better.  In the second  quarter,  67% of  companies  we follow beat
earnings expectations. More than 90% met or beat estimates. In the third quarter
again,  90%+ of real estate companies met or beat estimates  delivering  average
growth in earnings of 10%. The number of companies  beating estimates was nearly
equal to the number meeting estimates.

                           COMPARISON OF CHANGE IN THE
                          VALUE OF A $10,000 INVESTMENT
                            IN THE CRA REALTY SHARES
                       PORTFOLIO VERSUS THE WILSHIRE REAL
                            ESTATE SECURITIES INDEX.

                   -------------------------------------------
                                  Total Return 1
                   -------------------------------------------
                      One Year    Annualized     Annualized
                       Return       3 Year      Inception to
                                    Return          Date
                   -------------------------------------------
                       23.78%       0.77%           5.07%
                   -------------------------------------------

[Chart Graphic Omitted]
Plot points are as follows:

                   CRA Realty Shares       Wilshire Real Estate Securities Index
12/96                   $10,000                          $10,000
10/97                    11,817                           11,488
10/98                    10,144                            9,851
10/99                     9,768                            9,377
10/00                    12,091                           11,449

Figures represent the period from December 31, 1996 through October 31, 2000.

1 These figures represent past performance.  Past performance is no guarantee of
  future  results.  The  investment  return and principal value of an investment
  will fluctuate,  so an investor's shares, when redeemed,  may be worth more or
  less than their original cost.

CLARION CRA SECURITIES, L.P.
--------------------------------------------------------------------------------
AN AFFILIATE OF CLARION PARTNERS
<PAGE>

STRATEGY:

Our  conclusion is that REITs are likely to outperform  the market  through this
period of heightened  anxiety and  volatility;  however,  we need to become more
defensive.  Therefore,  we have increased  exposure to apartments and have pared
exposure to economically  sensitive areas like hotels and retail (though we note
the heavily  discounted  valuations  for many retail  companies  already seem to
anticipate much of the potential bad news). Office and industrial companies with
longer  lease  terms  should  hold up, but we are wary of those  companies  with
significant income from economically sensitive activity like fee development.  A
seasoned  management  team and strong  balance  sheet have  become  increasingly
important.  This is not a time  for  cowboys  - the  risk  level  for  execution
mistakes is increasing.

Throughout the last year, the portfolio's  overweighted  positions in apartments
and office  companies  helped  performance as these groups performed better than
the Wilshire  index.  The table below shows the performance by property type for
the last twelve months.

                  -------------------------------------------
                     WILSHIRE REAL ESTATE SECURITIES INDEX
                  PERFORMANCE BY PROPERTY TYPE AS OF 10/31/00
                  -------------------------------------------
                                     Weight          Trailing
                  Property Type     in Index          1 year
                  -------------------------------------------
                  Office              17.5%            34.0%
                  Hotels              11.8             26.5
                  Diversified         22.0             25.8
                  Apartments          20.5             25.7
                  Industrial           5.8             21.3
                  Malls                8.6             12.8
                  Mfr. Homes           1.5             12.4
                  Shopping Centers     8.0              7.5
                  Storage              3.6              2.7
                  Outlet Centers       0.7            (24.3)
                  -------------------------------------------
                  Total              100.0%            22.1%
                  -------------------------------------------

We are still  optimistic  about  the  total  return  prospects  for an  actively
managed, diversified portfolio of real estate securities.

We appreciate your continued confidence in us as your manager.



Sincerely,

CLARION CRA SECURITIES



/s/ signature omitted                                /s/ signature omitted

T. Ritson Ferguson                                   Kenneth D. Campbell
Co-Portfolio Manager                                 Co-Portfolio Manager

* The performance data quoted herein  represents past performance and the return
  and value of an investment in the Fund will  fluctuate  so that  shares,  when
  redeemed, may be worth less than their original cost. This information must be
  preceded or accompanied  by a current  prospectus.  Investors  should read the
  prospectus carefully  before investing or sending money. The CRA Realty Shares
  Portfolio, a portfolio of  The Advisors' Inner Circle Fund,  is distributed by
  SEI Investments Distributions Co., Oaks, PA 19456.

CLARION CRA SECURITIES, L.P.
--------------------------------------------------------------------------------
AN AFFILIATE OF CLARION PARTNERS
<PAGE>

STATEMENT OF NET ASSETS
October 31, 2000


                                                            Market
                                                             Value
                                               Shares        (000)
--------------------------------------------------------------------------------


EQUITIES (96.0%)
 DIVERSIFIED PROPERTY HOLDINGS (1.4%)
   Vornado Realty Trust ....................   25,200     $     877
                                                          ---------
INDUSTRIAL (6.3%)
   AMB Property Corp. ......................  111,700         2,625
   Mission West Properties .................   48,600           653
   Prologis Trust ..........................   38,500           809
                                                          ---------
                                                              4,087
                                                          ---------
INDUSTRIAL/OFFICE MIX (9.4%)
   Duke-Weeks Realty Corporation ...........  129,500         3,068
   Liberty Property Trust ..................  114,200         3,019
                                                          ---------
                                                              6,087
                                                          ---------
OFFICE (41.3%)
   Arden Realty Inc. .......................   96,100         2,306
   Boston Properties Inc. ..................   45,500         1,843
   Brandywine Realty Trust .................   96,900         1,853
   Brookfield Properties Co. ...............   66,000         1,011
   CarrAmerica Realty Corp. ................  115,500         3,414
   Equity Office Properties Trust ..........  157,557         4,746
   Highwoods Properties Inc. ...............  114,300         2,472
   Kilroy Realty Corp. .....................   90,200         2,351
   Mack-Cali Realty Corp. ..................   17,400           472
   Prentiss Properties Trust ...............  122,400         3,106
   Spieker Properties Inc. .................   54,400         3,012
                                                          ---------
                                                             26,586
                                                          ---------
RESIDENTIAL: APARTMENTS (21.9%)
   Apartment Investment &
     Management Co., Cl A ..................   60,900         2,782
   AvalonBay Communities Inc. ..............   60,168         2,764
   BRE Properties, Cl A ....................   78,100         2,470
   Camden Property Trust ...................   80,800         2,313
   Equity Residential Properties Trust .....   51,500         2,424
   Summit Properties Inc. ..................   56,000         1,344
                                                          ---------
                                                             14,097
                                                          ---------
RESIDENTIAL: HOTELS (7.7%)
   Host Marriott Corp. .....................  195,800         2,080
   Starwood Hotels & Resorts Worldwide Inc.    97,957         2,902
                                                          ---------
                                                              4,982
                                                          ---------
RETAIL: MALLS (4.6%)
   General Growth Properties ...............   41,800         1,233
   Simon Property Group Inc. ...............   78,528         1,752
                                                          ---------
                                                              2,985
                                                          ---------

                                               Shares/      Market
                                             Face Amount    Value
                                                (000)       (000)
--------------------------------------------------------------------------------
RETAIL: SHOPPING CENTERS (3.4%)
   Regency Realty Corp. ....................   98,400     $   2,214
                                                          ---------
   TOTAL EQUITIES
     (Cost $54,076) ........................                 61,915
                                                          ---------


REPURCHASE AGREEMENT (0.2%)
   Morgan Stanley Dean Witter Tri-Party Repo,
     6.300%, dated 10/31/00, matures 11/01/00,
     repurchase price $106,542 (collateralized
     by a U.S. Treasury Instrument, par value
     $107,974, 5.375%, matures 02/15/01,
     market value $109,192) ................   $  107           107
                                                          ---------
   TOTAL REPURCHASE AGREEMENT
     (Cost $107) ...........................                    107
                                                          ---------
   TOTAL INVESTMENTS (96.2%)
     (Cost $54,183) ........................                 62,022
                                                          ---------
   OTHER ASSETS AND LIABILITIES, NET (3.8%)                   2,425
                                                          ---------


NET ASSETS:
   Portfolio Capital -- Institutional  Class
     (unlimited authorization -- no par value)
     based on 6,733,303 outstanding shares
     of beneficial interest ................                 66,956
   Distributions in excess of net
     investment income .....................                    (73)
   Accumulated net realized loss
     on investments ........................                (10,275)
   Net unrealized appreciation
     on investments ........................                  7,839
                                                          ---------
   TOTAL NET ASSETS (100.0%) ...............                $64,447
                                                          =========
   Net Asset Value, Offering and Redemption
     Price Per Share -- Institutional Class                   $9.57
                                                          =========
CL - CLASS

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

                                     <PAGE>
STATEMENT OF OPERATIONS (000)
                                                                        FOR THE
                                                                      YEAR ENDED
CRA REALTY SHARES PORTFOLIO                                            10/31/00
--------------------------------------------------------------------------------
Investment Income:
   Dividend Income...............................................      $ 3,994
   Interest Income ..............................................           89
--------------------------------------------------------------------------------

     Total Investment Income.....................................        4,083
--------------------------------------------------------------------------------

Expenses:
   Investment Advisory Fees .....................................          425
   Investment Advisory Fee Waiver ...............................          (31)
   Administrative Fees ..........................................           91
   Transfer Agent Fees ..........................................           44
   Printing Fees ................................................           35
   Registration and Filing Fees .................................           20
   Amortization of Deferred Organizational Costs ................            5
   Professional Fees ............................................            3
   Trustee Fees .................................................            3
   Custodian Fees ...............................................            2
   Other Fees....................................................           10
--------------------------------------------------------------------------------

     Total Expenses .............................................          607
--------------------------------------------------------------------------------

       Net Investment Income ....................................        3,476

   Net Realized Loss from Securities Sold .......................       (3,612)
   Net Unrealized Appreciation of Investment Securities .........       12,727
--------------------------------------------------------------------------------

     Net Realized and Unrealized Gain on Investments ............        9,115
--------------------------------------------------------------------------------

   Net Increase in Net Assets Resulting from Operations..........      $12,591

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

                                     <PAGE>

STATEMENT OF CHANGES IN NET ASSETS (000)
<TABLE>
<CAPTION>
                                                                                                          FOR THE        FOR THE
                                                                                                         YEAR ENDED     YEAR ENDED
CRA REALTY SHARES PORTFOLIO                                                                               10/31/00       10/31/00
----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
<S>                                                                                                        <C>           <C>
   Net Investment Income..............................................................................     $3,476        $  3,120
   Net Realized Loss on Securities Sold ..............................................................     (3,612)         (4,360)
   Net Change in Unrealized Appreciation (Depreciation) of Investment Securities .....................     12,727          (1,315)
---------------------------------------------------------------------------------------------------------------------------------

     Net Increase (Decrease) in Net Assets Resulting from Operations..................................     12,591          (2,555)
---------------------------------------------------------------------------------------------------------------------------------

Distributions to Shareholders:
   Net Investment Income .............................................................................     (3,476)         (3,120)
   In Excess of Net Investment Income ................................................................       (329)           (426)
---------------------------------------------------------------------------------------------------------------------------------

     Total Distributions .............................................................................     (3,805)         (3,546)
---------------------------------------------------------------------------------------------------------------------------------

Capital Share Transactions:
   Shares Issued .....................................................................................      9,051          13,087
   Shares Issued in Lieu of Cash Distributions .......................................................      2,905           2,835
   Shares Redeemed ...................................................................................    (12,263)         (9,470)
---------------------------------------------------------------------------------------------------------------------------------

   Increase (Decrease) in Net Assets Derived from Capital Share Transactions..........................       (307)          6,452
---------------------------------------------------------------------------------------------------------------------------------

     Total Increase in Net Assets ....................................................................      8,479             351

Net Assets:
   Beginning of Period ...............................................................................     55,968          55,617
---------------------------------------------------------------------------------------------------------------------------------

   End of Period .....................................................................................    $64,447         $55,968
=================================================================================================================================
    Shares Issued and Redeemed:
    Shares Issued ....................................................................................      1,022           1,441
    Shares Issued in Lieu of Cash Distributions ......................................................        324             319
    Shares Redeemed ..................................................................................     (1,408)         (1,074)
---------------------------------------------------------------------------------------------------------------------------------
     Net Increase (Decrease) in Share Transactions ...................................................        (62)            686
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                     <PAGE>
FINANCIAL HIGHLIGHTS

For a Share Outstanding Throughout the Period ended October 31,
<TABLE>
<CAPTION>

            Net                                                                     Net
           Asset                   Realized and    Distributions  Distributions    Asset
           Value        Net         Unrealized       from Net         from         Value
         Beginning  Investment    Gain (Loss) on    Investment       Capital        End        Total
         of Period    Income        Securities        Income          Gains      of Period    Return+
         --------    ---------     ------------     ----------     ----------     -------    --------

---------------------------
CRA REALTY SHARES PORTFOLIO
---------------------------
<S>      <C>           <C>           <C>              <C>           <C>           <C>          <C>
2000     $  8.24       $0.69         $ 1.21           $(0.57)           --        $  9.57      23.78%
1999        9.10        0.49          (0.80)           (0.55)           --           8.24      (3.70)
1998       11.49        0.35          (1.85)           (0.40)       $(0.49)          9.10     (14.16)
1997 (1)   10.00        0.26           1.53            (0.30)           --          11.49      18.17
</TABLE>


<TABLE>
<CAPTION>
                                                                         Ratio
                                                                         of Net
                                          Ratio           Ratio        Investment
           Net                            of Net        of Expenses      Income
          Assets           Ratio        Investment      to Average     to Average
           End          of Expenses       Income        Net Assets     Net Assets    Portfolio
        of Period       to Average      to Average      (Excluding     (Excluding    Turnover
          (000)         Net Assets      Net Assets       Waivers)       Waivers)       Rate
        ---------       ----------      ----------      -----------    ----------    ---------

---------------------------
CRA REALTY SHARES PORTFOLIO
---------------------------
<S>      <C>               <C>             <C>             <C>            <C>          <C>
2000     $64,447           1.00%           5.71%           1.05%          5.66%        92.99%
1999      55,968           1.00            5.37            1.11           5.26         66.56
1998      55,617           1.00            3.29            1.17           3.12         73.54
1997 (1)  34,797           1.00            2.91            1.63           2.28        102.74

<FN>
  + Return is for the period indicated and has not been annualized.
(1) The CRA Realty Shares Portfolio commenced operations on January 1, 1997. All
    ratios for the period have been annualized.
</FN>
</TABLE>

      Amounts designated as "--" are either $0 or have been rounded to $0.

                                     <PAGE>

NOTES TO FINANCIAL STATEMENTS                        CRA REALTY SHARES PORTFOLIO

October 31, 2000

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, as a diversified open-end management investment company
with ten 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  objectives,  policies and strategies.  The following is a summary of
the significant accounting policies followed by the Fund.

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.  Securities  for which  quotations  are not readily
available are valued at fair value using methods determined in good faith by the
Board of Trustees.

   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.

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

   Distributions  from net investment  income and net realized capital gains are
determined in accordance with the U.S. Federal income tax regulations, which may
differ  from  those  amounts  determined  under  generally  accepted  accounting
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.
Accordingly,   the  CRA  Realty  Shares  Portfolio  reclassified  $489,392  from
paid-in-capital to undistributed net investment income. 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.

   The majority of the dividend  income recorded by the Fund is from Real Estate
Investment  Trusts  ("REITs").  For tax purposes,  a portion of these  dividends
consists  of capital  gains and  returns of  capital.  The Fund's  Administrator
estimates the return of capital based upon historical returns of capital paid by
each REIT in prior periods.  These  estimates are then  reconciled to the actual
returns of capital reported by the REITs shortly after calendar year end, and an
adjustment, if any is required, is then recorded by the Fund.

3. ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:

In April 1998, the AICPA issued Statement of Position "SOP" No. 98-5, "Reporting
on the Costs of Start-Up  Activities." 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.

                                     <PAGE>



NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

October 31, 2000

Certain officers of the Trust are also officers of SEI Investments  Mutual Funds
Services (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.

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

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

5. INVESTMENT ADVISORY AND CUSTODIAN AGREEMENTS:

The  Trust  and  Clarion  CRA  Securities  (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  waive  its fee and  reimburse  Fund  expenses  as
applicable 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.  The Adviser
reserves  the  right  to  terminate  this  arrangement  at any  time in its sole
discretion.

First Union National Bank acts as custodian (the "Custodian") for the Fund. Fees
of the  Custodian  are 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 October 31, 2000,  are as follows
(000):

      Purchases...............................        $54,653
      Sales ..................................        $55,464


At  October  31,  2000,  the total cost of  securities  for  Federal  income tax
purposes was  $54,940,394.  The  aggregate  gross  unrealized  appreciation  and
depreciation  for securities held by the Fund at October 31, 2000, is as follows
(000):

Aggregate gross unrealized
  appreciation .................................      $ 8,521
Aggregate gross unrealized
  depreciation .................................         (682)
                                                      -------
Book net unrealized appreciation ...............        7,839
Less: Tax basis adjustments ....................         (757)
                                                      -------
Tax net unrealized appreciation ................      $ 7,082
                                                      =======

For  Federal  income tax  purposes  the Fund has a  December  31st tax year end.
Subsequent  to October 31,  1999,  the Fund had  rec-ognized  $2,330,968  in net
capital  losses that have been deferred to 2000 for tax purposes and can be used
to offset future capital gains. The Fund also had a capital loss carryforward at
December 31, 1999, that can be used to offset future capital gains.  The capital
loss carryforward will expire as follows:

December 2006...................................   $1,645,236
December 2007...................................   $4,472,093
                                                   ----------
Total ..........................................   $6,117,329
                                                   ==========

<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the  Shareholders and Board of Trustees of
CRA Realty Shares Portfolio of
The Advisors' Inner Circle Fund:


We have  audited  the  accompanying  statement  of net  assets of the CRA Realty
Shares Portfolio (the "Fund"), one of the funds constituting The Advisors' Inner
Circle Fund, as of October 31, 2000,  and the related  statement of  operations,
the  statements of changes in net assets,  and the 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 auditing standards generally accepted
in the United States. 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  and financial  highlights.  Our  procedures  included
confirmation of securities owned as of October 31, 2000, by correspondence  with
the  custodian and brokers or by other  appropriate  auditing  procedures  where
replies from brokers were not  received.  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 the
CRA Realty Shares Portfolio of The Advisors' Inner Circle Fund as of October 31,
2000, and the results of its operations,  the changes in its net assets, and the
financial  highlights for the periods  presented,  in conformity with accounting
principles generally accepted in the United States.


ARTHUR ANDERSEN LLP


Philadelphia, Pennsylvania
December 15, 2000

                                     <PAGE>

                                      NOTES

                                     <PAGE>

                                      NOTES

                                     <PAGE>

                                      NOTES

                                     <PAGE>

                                      FUND:
                           CRA REALTY SHARES PORTFOLIO
                                 P.O. Box 219009
                           Kansas City, MO 64121-9009


                                    ADVISER:
                          CLARION CRA SECURITIES, L.P.
                      Suite 205, 259 N. Radnor-Chester Road
                                Radnor, PA 19087


                                  DISTRIBUTOR:
                        SEI INVESTMENTS DISTRIBUTION CO.
                                  Oaks, PA 19456


                                 ADMINISTRATOR:
                      SEI INVESTMENTS MUTUAL FUNDS SERVICES
                                  Oaks, PA 19456


                                 LEGAL COUNSEL:
                           MORGAN, LEWIS & BOCKIUS LLP
                               1800 M Street N.W.
                              Washington, DC 20036


                         INDEPENDENT PUBLIC ACCOUNTANTS:
                               ARTHUR ANDERSEN LLP
                               1601 Market Street
                             Philadelphia, PA 19103





This information must be preceded or accompanied by a current prospectus for the
                                Fund described.

CRA-F-004-04


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