<PAGE>
THE ARBOR FUND
U. S. GOVERNMENT SECURITIES MONEY FUND
PRIME OBLIGATIONS FUND
SUPPLEMENT DATED MARCH 11, 1999
TO THE PROSPECTUS DATED MAY 31, 1998, AS SUPPLEMENTED AUGUST 3, 1998
At the end of the section "THE ADVISER" on page 6 of the prospectus, add the
following paragraph:
The acquisition of Crestar by SunTrust was completed on December 31, 1998.
On January 28, 1999, the Arbor Fund filed an exemptive application with the
Securities and Exchange Commission to permit the combination (the "Proposed
Combination") of the each of the Funds with two of the STI Classic Funds
(mutual funds that are served by investment advisers that are subsidiaries of
SunTrust). On February 22, 1999, the Board of Trustees of the Funds
unanimously approved the Proposed Combinations and recommended that the
shareholders of the Funds approve the Proposed Combinations. The Proposed
Combinations are intended to be a tax free reorganization. The Board of
Trustees of the Funds also anticipates holding a special meeting of the
shareholders in May of 1999 so that the shareholders of the Funds can vote on
the Proposed Combinations. Shareholders of the Funds will receive additional
written materials about the Proposed Combinations through the mail. The
Proposed Combinations are still subject to certain regulatory approvals and
the approval of the shareholders of the Funds.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
