Statement of Additional Information (2010)Full Document 

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                       STATEMENT OF ADDITIONAL INFORMATION

                              TS&W EQUITY PORTFOLIO
                           TS&W FIXED INCOME PORTFOLIO
                       TS&W INTERNATIONAL EQUITY PORTFOLIO

                EACH, A SERIES OF THE ADVISORS' INNER CIRCLE FUND
                                  MARCH 1, 2010

                               INVESTMENT ADVISER:
                         THOMPSON, SIEGEL & WALMSLEY LLC

This Statement of Additional Information ("SAI") is not a prospectus. It is
intended to provide additional information regarding the activities and
operations of The Advisors' Inner Circle Fund (the "Trust") and the TS&W Equity
Portfolio, the TS&W Fixed-Income Portfolio and the TS&W International Equity
Portfolio (each a "Fund" and collectively, the "Funds"). This SAI is
incorporated by reference into and should be read in conjunction with the Funds'
prospectus dated March 1, 2010. Capitalized terms not defined herein are defined
in the prospectus. The financial statements with respect to the Funds for the
fiscal year ended October 31, 2009, including notes thereto and the report of
PricewaterhouseCoopers LLP thereon, as contained in the 2009 Annual Report to
Shareholders, are herein incorporated by reference into and deemed to be part of
this SAI. A copy of the Funds' 2009 Annual Report to Shareholders must accompany
the delivery of this SAI. Shareholders may obtain copies of the Funds'
prospectus or Annual Report free of charge by writing to the Trust at P.O. Box
219009, Kansas City, Missouri 64121-9000 or by calling the Funds at
1-866-4TSW-FUN.

                                TABLE OF CONTENTS
THE TRUST......................................................................1
DESCRIPTION OF PERMITTED INVESTMENTS...........................................2
INVESTMENT POLICIES OF THE FUNDS..............................................27
INVESTMENT ADVISORY AND OTHER SERVICES........................................29
PORTFOLIO MANAGERS............................................................30
THE ADMINISTRATOR.............................................................32
THE DISTRIBUTOR...............................................................33
PAYMENTS TO FINANCIAL INTERMEDIARIES..........................................33
TRANSFER AGENT................................................................34
CUSTODIAN.....................................................................34
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................................34
LEGAL COUNSEL.................................................................34
TRUSTEES AND OFFICERS OF THE TRUST............................................34
PURCHASING AND REDEEMING SHARES...............................................40
DETERMINATION OF NET ASSET VALUE..............................................40
TAXES.........................................................................41
BROKERAGE ALLOCATION AND OTHER PRACTICES......................................44
PORTFOLIO HOLDINGS............................................................47
DESCRIPTION OF SHARES.........................................................48
SHAREHOLDER LIABILITY.........................................................48
LIMITATION OF TRUSTEES' LIABILITY.............................................48
PROXY VOTING..................................................................49
CODES OF ETHICS...............................................................49
5% AND 25% SHAREHOLDERS.......................................................49
APPENDIX A - DESCRIPTION OF RATINGS..........................................A-1
APPENDIX B - PROXY VOTING POLICIES AND PROCEDURES............................B-1

March 1, 2010                                                    TSW-SX-001-0900

                                       i



THE TRUST

GENERAL. Each Fund is a separate series of the Trust. The Trust is an open-end
investment management company established under Massachusetts law as a
Massachusetts voluntary association (commonly known as a business trust) under a
Declaration of Trust dated July 18, 1991, as amended February 18, 1997. The
Declaration of Trust permits the Trust to offer separate series ("funds") of
shares of beneficial interest ("shares"). The Trust reserves the right to create
and issue shares of additional funds. Each fund is a separate mutual fund, and
each share of each fund represents an equal proportionate interest in that fund.
All consideration received by the Trust for shares of any fund and all assets of
such fund belong solely to that fund and would be subject to liabilities related
thereto. Each Fund pays its (i) operating expenses, including fees of its
service providers, expenses of preparing prospectuses, proxy solicitation
material and reports to shareholders, costs of custodial services and
registering its shares under federal and state securities laws, pricing and
insurance expenses, brokerage costs, interest charges, taxes and organization
expenses, and (ii) pro rata share of the Fund's other expenses, including audit
and legal expenses. Expenses attributable to a specific fund shall be payable
solely out of the assets of that fund. Expenses not attributable to a specific
fund are allocated across all of the funds on the basis of relative net assets.
The other funds of the Trust are described in one or more separate Statements of
Additional Information. The Trust reserves the right to create and issue
additional classes of shares.

HISTORY OF THE FUNDS. The TS&W Equity Portfolio is the successor to the UAM
Funds, Inc. TS&W Equity Portfolio (the "Predecessor Equity Fund"). The TS&W
International Equity Portfolio is the successor to the UAM Funds, Inc. TS&W
International Equity Portfolio (the "Predecessor International Equity Fund").
The TS&W Fixed Income Portfolio is the successor to the UAM Funds, Inc. TS&W
Fixed Income Portfolio (the "Predecessor Fixed Income Fund" and, together with
the Predecessor Equity Portfolio and the Predecessor International Equity
Portfolio, the "Predecessor Funds"). The Predecessor Funds were managed by
Thompson, Siegel & Walmsley LLC ("TS&W" or the "Adviser") using the same
investment objectives, strategies, policies and restrictions as those of the
Funds. The Predecessor Equity Fund, the Predecessor International Equity Fund
and the Predecessor Fixed Income Fund's dates of inception were July 17, 1992,
December 18, 1992 and July 17, 1992, respectively. The Predecessor Equity Fund,
the Predecessor International Equity Fund and the Predecessor Fixed Income Fund
dissolved and reorganized into the TS&W Equity Portfolio, the TS&W International
Equity Portfolio and the TS&W Fixed Income Portfolio, respectively, on June 24,
2002. All of the assets and liabilities of each Predecessor Fund were
transferred to its successor in connection with the Funds' commencement of
operations on June 24, 2002.

VOTING RIGHTS. Each shareholder of record is entitled to one vote for each share
held on the record date for the meeting. Each Fund will vote separately on
matters relating solely to it. As a Massachusetts voluntary association, the
Trust is not required, and does not intend, to hold annual meetings of
shareholders. Approval of shareholders will be sought, however, for certain
changes in the operation of the Trust and for the election of trustees under
certain circumstances. Under the Declaration of Trust, the trustees have the
power to liquidate each Fund without shareholder approval. While the trustees
have no present intention of exercising this power, they may do so if a Fund
fails to reach a viable size within a reasonable amount of time or for such
other reasons as may be determined by the Board of Trustees (each, a "Trustee"
and collectively, the "Board").

In addition, a Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written request of shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the shareholders requesting the meeting.


                                       1



DESCRIPTION OF PERMITTED INVESTMENTS

WHAT INVESTMENT STRATEGIES MAY THE FUNDS USE?

Each Fund's investment objectives and principal investment strategies are
described in the prospectus. Each Fund is classified as a "diversified"
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). Each Fund will only invest in any of the following instruments or
engage in any of the following investment practices if such investment or
activity is consistent with the Fund's investment objective and as permitted by
its stated policies. The following information supplements, and should be read
in conjunction with, the prospectus.

DEBT SECURITIES

Corporations and governments use debt securities to borrow money from investors.
Most debt securities promise a variable or fixed rate of return and repayment of
the amount borrowed at maturity. Some debt securities, such as zero-coupon
bonds, do not pay current interest and are purchased at a discount from their
face value.

TYPES OF DEBT SECURITIES:

U.S. GOVERNMENT SECURITIES - Each Fund may invest in U.S. government securities.
Securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities include U.S. Treasury securities, which are backed by the full
faith and credit of the U.S. Treasury and which differ only in their interest
rates, maturities, and times of issuance. U.S. Treasury bills have initial
maturities of one-year or less; U.S. Treasury notes have initial maturities of
one to ten years; and U.S. Treasury bonds generally have initial maturities of
greater than ten years. Certain U.S. government securities are issued or
guaranteed by agencies or instrumentalities of the U.S. government including,
but not limited to, obligations of U.S. government agencies or instrumentalities
such as Fannie Mae, the Government National Mortgage Association ("Ginnie Mae"),
the Small Business Administration, the Federal Farm Credit Administration, the
Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for
Cooperatives), the Federal Land Banks, the Federal Intermediate Credit Banks,
the Tennessee Valley Authority, the Export-Import Bank of the United States, the
Commodity Credit Corporation, the Federal Financing Bank, the Student Loan
Marketing Association, the National Credit Union Administration and the Federal
Agricultural Mortgage Corporation ("Farmer Mac").

Some obligations issued or guaranteed by U.S. government agencies and
instrumentalities, including, for example, Ginnie Mae pass-through certificates,
are supported by the full faith and credit of the U.S. Treasury. Other
obligations issued by or guaranteed by federal agencies, such as those
securities issued by Fannie Mae, are supported by the discretionary authority of
the U.S. government to purchase certain obligations of the federal agency, while
other obligations issued by or guaranteed by federal agencies, such as those of
the Federal Home Loan Banks, are supported by the right of the issuer to borrow
from the U.S. Treasury, while the U.S. government provides financial support to
such U.S. government-sponsored federal agencies, no assurance can be given that
the U.S. government will always do so, since the U.S. government is not so
obligated by law. U.S. Treasury notes and bonds typically pay coupon interest
semi-annually and repay the principal at maturity.

On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie
Mae, and Freddie Mac, placing the two federal instrumentalities in
conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1
billion of senior preferred stock of each instrumentality and obtained warrants
for the purchase of common stock of each instrumentality (the "Senior Preferred
Stock Purchase Agreement" or "Agreement"). Under the Agreement, the U.S.
Treasury pledged to provide up to $200 billion per instrumentality as needed,
including the contribution of cash capital to the instrumentalities in the event
their liabilities exceed their assets. This was intended to ensure that the
instrumentalities maintain a positive net worth and meet their financial
obligations, preventing mandatory triggering of receivership. On December 24,

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