ARBOR FUND
497, 1996-11-25
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                                 The Arbor Fund
                      U.S. Government Securities Money Fund
                             Prime Obligations Fund
                                  (the "Funds")

                      Supplement Dated November 25, 1996 to
                        the Prospectus Dated May 31, 1996

This supplement provides new and additional information beyond that contained in
the Prospectus, and should be retained and read in conjunction with such
Prospectus.

The Board of Trustees of the Arbor Fund have amended the time at which net asset
value is calculated from 1:00 p.m. to 3:00 p.m., each business day. Therefore,
the Funds have extended the times at which purchase orders and redemption
requests may be made to 3:00 p.m.

The Prospectus relating to the U.S. Government Securities Money Fund and the
Prime Obligations Fund of The Arbor Fund is hereby amended and restated as
follows:

The fourth, fifth and seventh paragraphs under "How to Purchase Shares"
beginning on page 6 are amended and restated, respectively, to read as follows:

                  A telephone order will become effective at the price
                  determined at 3:00 p.m. Eastern time, and the shares purchased
                  will receive the dividend on Fund shares declared on that day
                  if such order is placed by 3:00 p.m. Eastern time, and federal
                  funds are received by the Fund by 4:00 p.m. Eastern time, on
                  that day.

                  In the case of wire orders, Shareholders whose payments are
                  received in or converted into federal funds by 3:00 p.m.
                  Eastern time will become effective at the price determined at
                  3:00 p.m. Eastern time, and the shares purchased will receive
                  the dividend declared that day. Shareholders whose payments
                  are received in or converted into federal funds after 3:00
                  p.m. Eastern time will begin to accrue dividends on the
                  following business day.

                  A purchase order for shares will be executed at a per share
                  price equal to the net asset value next determined after the
                  purchase order is received and accepted by a Fund. Net asset
                  value per share is determined as of 3:00 p.m. on each Business
                  Day, based on the amortized cost method described in the
                  Statement of Additional Information. The net asset value per
                  share of a Fund is determined by dividing the total market
                  value of the Fund's investments, using amortized cost
                  valuations, and other assets, less any liabilities, by the
                  total number of outstanding shares of the Fund.

The second paragraph under "How to Redeem Shares" beginning on page 7 is amended
and restated to read as follows:

                  Shares may be redeemed by telephone unless the Shareholder has
                  elected not to effect telephone redemptions on the account
                  application. Telephone redemption orders must be placed prior
                  to 3:00 p.m. Eastern time, on any Business Day in order to be
                  effective on such day. If transfer by wire is requested and
                  the order is placed prior to 3:00 p.m. Eastern time, the
                  proceeds of the redemption ordinarily will be transmitted in
                  federal funds on the same day and the shares will not receive
                  the dividend declared on that day. If the request is received
                  later than 3:00 p.m. Eastern time, the shares will receive the
                  dividend on a Fund's shares declared on that day and the
                  proceeds of redemption, if wire transfer is requested,
                  ordinarily will be transmitted in federal funds on the next
                  Business Day.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE




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