ARBOR FUND
DEFS14A, 2000-11-09
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                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.35)

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]      Preliminary Proxy Statement
[ ]      Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
[X]      Definitive Proxy Statement
[ ]      Definitive Additional Materials
[ ]      Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                             The Arbor Fund
           (Name of Registrant as Specified In Its Charter)

                                same
     (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]      No fee required
[ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
         and 0-11(1).

         1)     Title of each class of securities to which transaction applies:

         2)     Aggregate number of securities to which transaction applies:

         3)     Per unit price or other underlying value of transaction computed
                pursuant  to  Exchange  Act Rule 0-11 (set forth the amount on
                which  the  filing  fee is  calculated  and  state  how it was
                determined):

         4)     Proposed maximum aggregate value of transaction:

         5)     Total fee paid:



[ ]      Fee paid previously with preliminary materials.
[ ]      Check box if any part of the fee is offset as  provided  by  Exchange
         Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
         fee was paid  previously.  Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:


         2)       Form, Schedule or Registration Statement No.:


         3)       Filing Party:


         4)       Date Filed:


<PAGE>

                                 THE ARBOR FUND

                           OVB EQUITY INCOME PORTFOLIO
                       OVB CAPITAL APPRECIATION PORTFOLIO
                       OVB GOVERNMENT SECURITIES PORTFOLIO
                     OVB WEST VIRGINIA TAX-EXEMPT INCOME PORTFOLIO
                         OVB PRIME OBLIGATIONS PORTFOLIO

-------------------------------------------------------------------------------
                        IMPORTANT SHAREHOLDER INFORMATION
-------------------------------------------------------------------------------

         THIS DOCUMENT  CONTAINS YOUR PROXY STATEMENT AND PROXY CARD. A
         PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY,
         IT TELLS US HOW TO VOTE ON YOUR  BEHALF  ON  IMPORTANT  ISSUES
         RELATING TO THE OVB FUNDS. EACH PROXY CARD MAY BE COMPLETED BY
         CHECKING  THE  APPROPRIATE  BOX AND VOTING FOR OR AGAINST  THE
         SPECIFIC  PROPOSALS  RELATING TO THE FUNDS. IF YOU SIMPLY SIGN
         THE PROXY WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED
         IN  ACCORDANCE  WITH  THE  RECOMMENDATIONS  OF  THE  BOARD  OF
         TRUSTEES.

         PLEASE SPEND A FEW MINUTES WITH THE PROXY STATEMENT,  FILL OUT
         YOUR PROXY CARD,  AND RETURN IT TO US. VOTING YOUR PROXY,  AND
         DOING SO  PROMPTLY,  ENSURES  THAT THE FUNDS  WILL NOT NEED TO
         CONDUCT  ADDITIONAL  MAILINGS.  IF  SHAREHOLDERS DO NOT RETURN
         THEIR  PROXIES IN  SUFFICIENT  NUMBERS,  THE FUNDS MAY HAVE TO
         INCUR THE EXPENSE OF FOLLOW-UP SOLICITATIONS, WHICH COULD COST
         YOUR FUNDS MONEY.

         PLEASE  TAKE A FEW  MOMENTS  TO  EXERCISE  YOUR RIGHT TO VOTE.
         THANK YOU.
-------------------------------------------------------------------------------
                                        i

<PAGE>

                                 THE ARBOR FUND

                           OVB EQUITY INCOME PORTFOLIO
                       OVB CAPITAL APPRECIATION PORTFOLIO
                       OVB GOVERNMENT SECURITIES PORTFOLIO
                     OVB WEST VIRGINIA TAX-EXEMPT INCOME PORTFOLIO
                         OVB PRIME OBLIGATIONS PORTFOLIO

Dear Shareholder,

          A shareholder meeting of the OVB Equity Income Portfolio,  OVB Capital
Appreciation Portfolio,  OVB Government Securities Portfolio,  OVB West Virginia
Tax-Exempt Income Portfolio,  and OVB Prime Obligations Portfolio (each a "Fund"
and together,  the "Funds"),  each a portfolio of The Arbor Fund (the  "Trust"),
has been scheduled for Thursday, November 30, 2000. If you were a shareholder of
record as of the  close of  business  on  Thursday,  October  5,  2000,  you are
entitled to vote at the meeting and any adjournment of the meeting.

          The Fund's  Trustees  have called the special  shareholder  meeting to
permit the Fund's  shareholders to consider a new investment  advisory agreement
with Branch Banking and Trust Company ("BB&T") and a new sub-advisory  agreement
with Wellington Management Company, LLP ("Wellington Management"),  with respect
to the OVB Prime Obligations Portfolio (together, the "New Agreements"). On July
6,  2000,  BB&T  Corporation,  the parent  corporation  of BB&T,  completed  the
acquisition of all of the outstanding  shares of One Valley Bank, N.A.  ("OVB"),
the Funds' former investment  adviser.  The Funds' previous  investment advisory
agreement  with  OVB  and  sub-advisory  agreement  with  Wellington  Management
(together,  the "Old  Agreements")  contained  provisions  which  terminated the
agreements  upon  their  assignment  from OVB to BB&T.  In  anticipation  of the
acquisition,  the Trust's Board of Trustees met on June 27, 2000 to consider and
approve an interim investment  advisory agreement between BB&T and the Trust and
an interim sub-advisory  agreement between and among BB&T, Wellington Management
and the Trust, on behalf of the OVB Prime Obligations  Portfolio (together,  the
"Interim Agreements").  On August 14, 2000, the Trust's Board of Trustees met to
consider and approve the New Agreements.  BB&T has served as investment  adviser
to the Portfolios and Wellington Management has served as sub-adviser to the OVB
Prime Obligations  Portfolio under the Interim  Agreements since the acquisition
of OVB on July 6,  2000.  The  Interim  Agreements  are  scheduled  to expire on
December 3, 2000.

          Following the acquisition, all but one of the investment professionals
previously  employed by OVB have agreed,  as part of the  transaction,  to enter
into  employment  contracts with BB&T and have  continued to perform  investment
advisory  services  to the  Portfolios.  During  the last  quarter of 2000, BB&T
intends  to  reorganize  its  investment   advisory   division  as  a  separate,
wholly-owned  subsidiary of BB&T to be called BB&T Asset management,  LLC ("BB&T
Asset  Management").  Following the  reorganization,  BB&T Asset Management will
replace  BB&T  as the  investment  adviser  to the  Funds.  The  management  and
investment  advisory personnel of BB&T that are currently  providing  investment
management  services to the Funds will  continue to do as the  personnel of BB&T
Asset Management.  There has been no change to Wellington Management's personnel
or investment  advisory services to the Prime Obligations  Portfolio as a result
of the acquisition.

           The terms of the New  Agreements are  substantially  identical to the
terms of the Old  Agreements,  except for the dates of execution,  effectiveness
and  termination.  The enclosed  proxy  statement  describes the  transaction in
greater  detail,  and explains the basis for the Board of Trustees'  decision to
approve the New Agreements and recommend them to the Fund's shareholders.

           While you are,  of  course, welcome to join us at the  meeting,  most
shareholders  cast their votes by filling out and  signing  the  enclosed  proxy
card.  Whether or not you plan to attend the meeting,  we need your vote. PLEASE
MARK,  SIGN,  AND DATE THE ENCLOSED  PROXY CARD(S) AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE SO THE MAXIMUM NUMBER OF SHARES MAY BE VOTED. YOU MAY ALSO
VOTE EASILY AND QUICKLY  THROUGH THE INTERNET AS DESCRIBED IN THE ENCLOSED PROXY
CARD. TO DO SO, PLEASE FOLLOW THE  INSTRUCTIONS  INCLUDED ON YOUR ENCLOSED PROXY
CARD.  THE  PROXY IS  REVOCABLE  AT ANY TIME  PRIOR  TO ITS  USE.  YOUR  VOTE IS
IMPORTANT  TO US.  Please do not  hesitate to call Trip Purcell of BB&T at (919)
716-9085 or call the Funds at 1-800-545-6331 if you have any questions about the
Proposals. Thank you for taking the time to consider this important proposal and
for your investment in the Funds.

                                 Sincerely,

                                 /S/ MARK NAGLE
                                 --------------
                                 MARK NAGLE
                                 PRESIDENT, THE ARBOR FUND

                                        ii

<PAGE>


                                IMPORTANT NOTICE

Although we  recommend  that you read the  complete  Proxy  Statement,  for your
convenience, we have provided a brief overview of the proposals.

QUESTIONS & ANSWERS

Q:  WHY AM I RECEIVING THIS PROXY STATEMENT?

A: Federal  securities laws require a vote by a fund's  shareholders  whenever a
fund's  investment  adviser or sub-adviser  experiences  certain  changes in its
ownership structure. Such a change occurred when BB&T Corporation, the parent of
BB&T,  acquired OVB, the Funds' former investment adviser, on July 6, 2000. BB&T
has been providing investment advisory services to the Funds since then under an
interim  agreement  approved by the Board of Trustees.  Your Fund(s) are seeking
shareholder approval of the following proposals:

o    Approval of a new investment  advisory  agreement between  the   Trust,  on
     behalf of the Funds, and BB&T.

o    Approval  of a new  sub-advisory  agreement  between  and  among  BB&T,
     Wellington   Management   and  the  Trust,  on   behalf  of the  OVB  Prime
     Obligations Portfolio.

Please refer to the proxy statement for a detailed explanation of the proposals.

Q:  HOW WILL THIS AFFECT MY ACCOUNT?

A: You can expect the same services from BB&T to which you've grown  accustomed.
The terms of the proposed new investment  advisory  agreement  between the Trust
and BB&T are  substantially  identical  to the terms of the  current  investment
advisory  agreement  on behalf of the Fund,  except for the dates of  execution,
effectiveness and termination. NEITHER PROPOSAL REQUESTS AN INCREASE IN THE RATE
OF THE FUNDS' INVESTMENT ADVISORY FEES.

Q:  WILL MY VOTE MAKE A DIFFERENCE?

A:  Your  vote is  needed  to  ensure  that the  proposals  can be  acted  upon.
Additionally,  your immediate response on the enclosed proxy card will help save
the costs of any further  solicitations for a shareholder vote. We encourage all
shareholders to participate in the governance of their Fund(s).

Q:  HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?

A:  After  careful  consideration,  the  Trustees  of your Funds,  including
    the independent  Trustees  who  comprise a majority of the Fund's Board of
    Trustees, unanimously recommend that you vote "FOR" the proposal.

Q:  WHOM DO I CALL IF I HAVE QUESTIONS?

A:  Please  call  Trip  Purcell  of BB&T  at (919) 716-9085 or call the Funds at
    1-800-545-6331  between  9:00 a.m.  and  5:00 p.m.  New  York  time,  Monday
    through Friday.

Q:  HOW DO I SEND MY VOTE?

A: You may mail your proxy card using the enclosed  postage-paid  envelope.  YOU
MAY ALSO VOTE  EASILY AND  QUICKLY  THROUGH THE  INTERNET  AS  DESCRIBED  IN THE
ENCLOSED PROXY CARD. TO DO SO, PLEASE FOLLOW THE  INSTRUCTIONS  INCLUDED ON YOUR
ENCLOSED PROXY CARD.

                                        iii
<PAGE>


                                 THE ARBOR FUND

                           OVB EQUITY INCOME PORTFOLIO
                       OVB CAPITAL APPRECIATION PORTFOLIO
                       OVB GOVERNMENT SECURITIES PORTFOLIO
                     OVB WEST VIRGINIA TAX-EXEMPT INCOME PORTFOLIO
                         OVB PRIME OBLIGATIONS PORTFOLIO

                               C/O SEI INVESTMENTS, INC.
                            ONE FREEDOM VALLEY DRIVE
                                 OAKS, PA 19456

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                                NOVEMBER 30, 2000

To the Shareholders:

          Notice is hereby  given that a Special  Meeting of  Shareholders  (the
"Meeting")  of  the  OVB  Equity  Income  Portfolio,  OVB  Capital  Appreciation
Portfolio,  OVB Government  Securities  Portfolio,  OVB West Virginia Tax-Exempt
Income  Portfolio,  and OVB  Prime  Obligations  Portfolio  (each a  "Fund"  and
together, the "Funds"),  each a portfolio of The Arbor Fund (the "Trust"),  will
be held at the offices of the  Administrator,  One Freedom  Valley Drive,  Oaks,
Pennsylvania 19456, on November 30, 2000 at 3:30 p.m., local time, to act on the
following Proposals and to transact other business that may properly come before
the Meeting or any adjournment thereof:

<TABLE>
<CAPTION>
<S>                                                                      <C>
DESCRIPTION OF PROPOSAL:                                            FUNDS SOLICITED:

1.  TO  CONSIDER  AND  VOTE  UPON  A  PROPOSAL  TO  APPROVE  A NEW  OVB EQUITY INCOME PORTFOLIO
    ADVISORY  AGREEMENT BETWEEN THE TRUST, ON BEHALF OF THE FUNDS,  OVB CAPITAL APPRECIATION PORTFOLIO
    AND BRANCH BANKING AND TRUST COMPANY ("BB&T").                  OVB GOVERNMENT SECURITIES PORTFOLIO
                                                                    OVB WEST VIRGINIA TAX-EXEMPT INCOME PORTFOLIO
                                                                    OVB PRIME OBLIGATIONS PORTFOLIO

2.  TO   CONSIDER   AND   VOTE   UPON  A PROPOSAL TO APPROVE A NEW  OVB PRIME OBLIGATIONS PORTFOLIO
    PORTFOLIO SUB-ADVISORY  AGREEMENT  BETWEEN  AND  AMONG   BB&T,
    WELLINGTON MANAGEMENT COMPANY, LLP  ("WELLINGTON  MANAGEMENT")
    AND  THE  TRUST,  ON  BEHALF  OF  THE  OVB  PRIME  OBLIGATIONS
    PORTFOLIO.
</TABLE>

         The  advisory  agreement  between the Trust and One Valley  Bank,  N.A.
("OVB") on behalf of the Funds  terminated when OVB was acquired on July 6, 2000
by BB&T  Corporation,  a large  banking and financial  services  company and the
parent  corporation of BB&T. The acquisition of OVB also caused the sub-advisory
agreement  between the Trust, OVB and Wellington  Management to terminate.  BB&T
has served as investment  adviser to the Funds,  and  Wellington  Management has
served as  sub-adviser  to the OVB Prime  Obligations  Portfolio,  under interim
agreements since the acquisition.  It is proposed that BB&T continue to serve as
adviser, and Wellington  Management continue to serve as sub-adviser,  under new
agreements described in the attached proxy statement.  THE BOARD OF TRUSTEES HAS
APPROVED,  AND IS RECOMMENDING THAT SHAREHOLDERS OF THE FUNDS VOTE TO APPROVE, A
NEW ADVISORY AGREEMENT BETWEEN THE TRUST, ON BEHALF OF THE FUNDS, AND BB&T AND A
NEW SUB-ADVISORY AGREEMENT BETWEEN AND AMONG BB&T, WELLINGTON MANAGEMENT AND THE
TRUST, ON BEHALF OF THE OVB PRIME OBLIGATIONS PORTFOLIO.

         All Shareholders are cordially  invited to attend the meeting.  WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE  SPECIAL  MEETING,  PLEASE  COMPLETE  AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. YOU
MAY ALSO VOTE  EASILY AND  QUICKLY  THROUGH THE  INTERNET  AS  DESCRIBED  IN THE
ENCLOSED PROXY CARD. TO DO SO, PLEASE FOLLOW THE  INSTRUCTIONS  INCLUDED ON YOUR
ENCLOSED
                                                iv

<PAGE>

PROXY  CARD.  IT  IS   MOST  IMPORTANT  AND  IN  YOUR  INTEREST  FOR YOU TO VOTE
SO THAT A QUORUM  WILL BE PRESENT  AND A MAXIMUM  NUMBER OF SHARES MAY BE VOTED.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.

         Shareholders  of record at the close of business on October 5, 2000 are
entitled  to receive  notice of and to vote at that  meeting or any  adjournment
thereof.



                                            By Order of the Board of Trustees


                                            /S/ MARK NAGLE
                                            --------------------
                                            Mark Nagle
                                            President

November 3, 2000



                                        v

<PAGE>




                                 THE ARBOR FUND

                           OVB EQUITY INCOME PORTFOLIO
                       OVB CAPITAL APPRECIATION PORTFOLIO
                       OVB GOVERNMENT SECURITIES PORTFOLIO
                     OVB WEST VIRGINIA TAX-EXEMPT INCOME PORTFOLIO
                         OVB PRIME OBLIGATIONS PORTFOLIO

                               C/O SEI INVESTMENTS, INC.
                            ONE FREEDOM VALLEY DRIVE
                                 OAKS, PA 19456


                                 PROXY STATEMENT

         This  Proxy Statement is furnished in connection with the  solicitation
of proxies by the Board of Trustees of The Arbor Fund (the  "Trust"),  on behalf
of the OVB Equity Income  Portfolio,  OVB Capital  Appreciation  Portfolio,  OVB
Government Securities Portfolio,  OVB West Virginia Tax-Exempt Income Portfolio,
and OVB Prime Obligations  Portfolio (each a "Fund" and together,  the "Funds"),
each a portfolio of The Arbor Fund (the "Trust"), will be held at the offices of
the  Administrator,  One Freedom  Valley Drive,  Oaks,  Pennsylvania  19456,  on
Thursday,  November 30, 2000,  at 3:30 p.m.,  local time,  and at any  adjourned
session  thereof  (this  meeting and any  adjournment  thereof  are  hereinafter
referred to as the  "Meeting").  Shareholders of record at the close of business
on October 5, 2000 ("Shareholders") are entitled to vote at the Meeting.

         As of  October 5, 2000,  the Funds had the  following  number of shares
outstanding:

         OVB Equity Income Portfolio                      4,792,368.778
         OVB Capital Appreciation Portfolio               8,331,450.593
         OVB Government Securities Portfolio              4,448,778.773
         OVB West Virginia Tax-Exempt Income Portfolio    8,917,092.718
         OVB Prime Obligations Portfolio                 77,029,416.090

         The Meeting is being called to act on the  following  Proposals  and to
transact  other  business  that may  properly  come  before  the  meeting or any
adjournment thereof:
<TABLE>
<CAPTION>

<S>                                                                        <C>
DESCRIPTION OF PROPOSAL:                                             FUNDS SOLICITED:

1.   TO  CONSIDER  AND  VOTE  UPON  A  PROPOSAL  TO  APPROVE  A NEW  OVB EQUITY INCOME PORTFOLIO
     ADVISORY  AGREEMENT BETWEEN THE TRUST, ON BEHALF OF THE FUNDS,  OVB CAPITAL APPRECIATION PORTFOLIO
     AND BRANCH BANKING AND TRUST COMPANY ("BB&T").                  OVB GOVERNMENT SECURITIES PORTFOLIO
                                                                     OVB WEST VIRGINIA TAX-EXEMPT INCOME PORTFOLIO
                                                                     OVB PRIME OBLIGATIONS PORTFOLIO

2.   TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE A               OVB PRIME OBLIGATIONS PORTFOLIO
     NEW PORTFOLIO   SUB-ADVISORY   AGREEMENT  BETWEEN
     AND  AMONG  BB&T,  WELLINGTON MANAGEMENT COMPANY,
     LLP ("WELLINGTON  MANAGEMENT") AND THE TRUST, ON
     BEHALF OF THE OVB PRIME OBLIGATIONS PORTFOLIO.
</TABLE>

         Each  share  is  entitled  to one vote  and  each  fractional  share is
entitled to a proportionate  fractional  vote on each matter at the Meeting.  In
addition to the  solicitation of proxies by mail,  directors and officers of the
Trust, officers and employees of BB&T and SEI Investments Mutual Funds Services,
the  Administrator  for the Funds,  may solicit proxies in person.  In addition,
third  parties  hired for the purpose  may solicit  proxies in person or by fax.
Persons holding shares as nominees will,  upon request,  be reimbursed for their
reasonable   expenses  incurred  in  sending   soliciting   materials  to  their
principals.  The cost of solicitation  will be borne by BB&T and its affiliates.
The Proxy Card and this Proxy Statement are being mailed to the  Shareholders on
or about October 31, 2000.
                                        1

<PAGE>


         Shares represented by duly executed proxies will be voted in accordance
with the instructions given.  Proxies may be revoked at any time before they are
exercised by a written revocation  received by the President of the Trust at One
Freedom  Valley  Drive,  Oaks,  Pennsylvania  19456,  by  properly  executing  a
later-dated proxy, or by attending the Meeting and voting in person.


INTRODUCTION

         The Trust is organized  as a  Massachusetts  business  trust and is not
required to hold  annual  meetings of  Shareholders.  The Board of Trustees  has
called this Meeting to permit Shareholders of the Fund to vote on a new advisory
agreement,  which is to take effect upon the termination of the interim advisory
agreements.  The interim  agreements  will  terminate on December 3, 2000.  This
Proxy  Statement  solicits  votes on the  proposal  to  approve  a new  advisory
agreement  between  the Trust,  on behalf of the Funds,  and Branch  Banking and
Trust Company ("BB&T") and a new sub-advisory  agreement between and among BB&T,
Wellington  Management  and the  Trust,  on behalf of the OVB Prime  Obligations
Portfolio. AS DESCRIBED BELOW, NEITHER PROPOSAL REQUESTS AN INCREASE IN THE RATE
OF THE FUNDS' INVESTMENT ADVISORY FEES.

PROPOSAL 1.  APPROVE A NEW ADVISORY  AGREEMENT  BETWEEN THE TRUST,  ON BEHALF OF
             THE FUNDS, BB&T.

BACKGROUND

         On August 14,  2000,  the  Trust's  Board,  including a majority of the
non-interested  Trustees,  approved a new advisory  agreement by and between the
Trust,  on  behalf  of the  Funds,  and BB&T (the  "New  Agreement  with  BB&T")
embodying  substantially  identical  terms  and  fees  as  the  Funds'  previous
investment  advisory  agreement  with One Valley  Bank,  N.A.  ("OVB") (the "Old
Agreement"),  except for the dates of execution,  effectiveness and termination.
Shareholders  are being asked to approve the New Agreement  with BB&T. A copy of
the  form of New  Agreement  with  BB&T is  attached  as  ANNEX A to this  Proxy
Statement.

         BB&T has agreed to pay all expenses  relating to the  procurement  of a
Shareholder vote. If Shareholder  approval is not forthcoming,  the Fund's Board
will meet to discuss its  options,  which may include  recommending  the hiring,
subject to Board and Shareholder approval, of one or more new advisers.

THE ACQUISITION AND APPROVAL OF INTERIM AGREEMENT WITH BB&T

         BB&T Corporation, the parent company of BB&T, completed its acquisition
of OVB  (the  "Acquisition")  on  July  6,  2000.  The  Acquisition  created  an
"assignment,"  which  caused  the Old  Agreement  to  terminate  immediately  as
required by the Investment Company Act of 1940 (the "1940 Act"). In anticipation
of the Acquisition  and termination of the Old Agreement,  the Trust's Board of
Trustees  met in person on June 27,  2000 to  consider  and  approve  an interim
investment advisory agreement between BB&T and the Trust (the "Interim Agreement
with BB&T") for the 150-day period  following the  Acquisition.  The Trustees of
the Trust,  including the Trust's "independent  Trustees,"  unanimously approved
the Interim  Agreement with BB&T. The purpose of the Interim Agreement with BB&T
is to allow BB&T to  continue  to provide  investment  advisory  services to the
Funds while the  required  Shareholder  approval of New  Agreement  with BB&T is
pending.

         The Interim Agreement with BB&T provides that any  advisory fees earned
by BB&T under the agreement shall be held in an interest-bearing  escrow account
and be paid upon approval of the New  Agreement  with BB&T by  Shareholders.  If
Shareholders  do not vote to approve the New Agreement,  BB&T shall be paid, out
of the escrow  account,  the lesser of (a) any costs  incurred in performing its
duties under the Interim Agreement (plus interest earned on that amount while in
escrow),  or (b) the total amount in the escrow account (plus interest  earned).
If the New  Agreement is not approved,  BB&T may serve as the Funds'  investment
adviser on a temporary basis while the Trustees consider further action.

         In evaluating the Interim  Agreement  with BB&T, the Trustees  reviewed
materials  furnished by BB&T,  including  information  regarding its  personnel,
operations and financial condition.  The Trustees also reviewed the terms of the
Acquisition  and its  possible  effects  on the Funds  and  their  shareholders.
Representatives  of BB&T discussed with the Trustees the anticipated  effects of
the  Acquisition,  and  indicated  their  belief  that as a  consequence  of the
proposed  transaction,

                                        2

<PAGE>


the  operations  and  advisory  and other  services  to the  Funds  would not be
materially  adversely  affected  and may be enhanced by the  resources  of BB&T,
though  there  could be no  assurance  as to any  particular  benefits  that may
result.  Representatives  of BB&T  indicated  that all but one of the investment
professionals previously employed by OVB had agreed, as part of the transaction,
to enter  into  employment  contracts  with BB&T and would  continue  to perform
investment advisory services to the Portfolios. In addition, BB&T agreed to take
all  appropriate  steps to ensure that the scope and quality of its advisory and
other  services  provided to the Funds under its  Interim  Agreement  will be at
least  equivalent  to the scope and quality of services  provided  under the Old
Agreements,  and that,  in the  event of any  material  change in the  personnel
providing  advisory  services pursuant to the Interim  Agreements,  the Trustees
will be  apprised  and  consulted  to assure  that they are  satisfied  that the
services provided will not be diminished in scope or quality.

APPROVAL OF THE NEW AGREEMENT WITH BB&T AND THE RECOMMENDATION OF THE BOARD

         The Board of Trustees  met in person on August 14, 2000 to consider the
approval of the New Agreement  with BB&T, to take effect upon the  expiration of
the Interim Agreement and the approval of the New Agreement by Shareholders. The
Trustees reviewed additional materials furnished by BB&T, and representatives of
BB&T  discussed with the Trustees the operations and advisory and other services
to the Funds following the Acquisition. The representatives of BB&T informed the
Trustees that the OVB employee  responsible for the day to day management of the
OVB Government  Securities Portfolio and the OVB West Virginia Tax-Exempt Income
Portfolio had resigned following the Acquisition and his duties had been assumed
by investment  professionals from BB&T. The Trustees,  including the Independent
Trustees,  unanimously approved the New Agreement with BB&T and recommended that
the  Shareholders of the Fund vote to approve the New Advisory  Agreement at the
Meeting. In making their recommendation,  the Trustees considered the experience
of BB&T in  investment  company  management,  the  continued  service of the key
personnel in Fund management,  and that the proposed  compensation under the New
Agreement  is  identical to the rate of  compensation  under the Old  Agreement.
Specifically,   the   Trustees   considered   the   following  in  making  their
recommendation:  (1) that the fee and expense  ratios of the Fund are reasonable
given the  quality of services  expected to be provided  and the fee and expense
ratios of comparable  mutual  funds;  (2) the relative  performance  of the Fund
since  commencement  of  operations  to  comparable  mutual funds and  unmanaged
indices; (3) that the terms of the New Agreement are substantially  identical to
those of the Old Agreement,  except for different  execution dates and effective
dates  and   termination   dates;   (4)  the  favorable   history,   reputation,
qualification  and  background  of BB&T,  as well as the  qualifications  of its
personnel and its financial  condition;  (5) the  commitment of BB&T to maintain
the current respective expense ratio of each of the Funds and maintain those fee
waivers  currently in place;  (6) the  commitment of BB&T to pay the expenses of
the Fund in connection  with the  Acquisition so that  shareholders  of the Fund
would not have to bear such expenses;  (7) the  possibility of benefits that may
be realized by the Fund as a result of BB&T's  resources;  and (8) other factors
deemed relevant by the Trustees.

         Based upon a review of the above factors,  the Board concluded that the
terms of the New Agreement are fair to, and in the best interests,  of the Funds
and  the  Shareholders.   THE  TRUSTEES,  INCLUDING  THE  INDEPENDENT  TRUSTEES,
UNANIMOUSLY  VOTED TO APPROVE THE NEW  AGREEMENT  FOR THE FUND AND TO  RECOMMEND
THAT THE  SHAREHOLDERS  OF THE FUNDS VOTE FOR THE APPROVAL OF THE NEW  AGREEMENT
WITH BB&T.

CONCLUSION

         If the Shareholders of the Funds do not approve the New Agreement,  the
Trustees  would  consider  what  further  action to take  consistent  with their
fiduciary duties to the Funds.  Such actions may include obtaining for the Funds
interim  investment  advisory services at cost or at the current fee rate either
from BB&T or from another advisory organization.  Thereafter, the Trustees would
either  negotiate  a  new  investment   advisory   agreement  with  an  advisory
organization selected by the Trustees or make other appropriate arrangements.

INFORMATION REGARDING BB&T

         BB&T is the oldest bank in North  Carolina and is  the  principal  bank
affiliate of BB&T  Corporation,  a bank holding company that is a North Carolina
corporation, headquartered in Winston-Salem, North Carolina. As of September 30,
2000, BB&T  Corporation had assets of approximately  $55.2 billion.  Through its
subsidiaries, BB&T
                                        3
<PAGE>


Corporation operates over 800 banking offices in Maryland, North Carolina, South
Carolina,  Virginia and Washington,  D.C.,  providing a broad range of financial
services to individuals and businesses.

          In  addition  to  general  commercial,  mortgage  and  retail  banking
services,  BB&T also provides trust,  investment,insurance  and travel services.
BB&T  has  provided  investment   management  services  through  its  Trust  and
Investment  Services  Division  since 1912.  BB&T provides  investment  advisory
services to the BB&T Funds, a registered  investment company, and has experience
in  managing  collective   investment  funds  with  investment   portfolios  and
objectives  comparable to those of the BB&T Funds.  BB&T employs an  experienced
staff of  professional  portfolio  managers  and traders  who use a  disciplined
investment  process that focuses on  maximization  of  risk-adjusted  investment
returns.  BB&T has  managed  common  and  collective  investment  funds  for its
fiduciary  accounts for more than 17 years and currently  manages assets of more
than $8 billion.

          During  the last  quarter  of 2000, BB&T  intends  to  reorganize  its
investment advisory division as a separate,  wholly-owned  subsidiary of BB&T to
be called BB&T Asset Management,  LLC ("BB&T Asset  Management").  Following the
reorganization,  BB&T  Asset  Management  will  replace  BB&T as the  investment
adviser to the Funds. The management and investment  advisory  personnel of BB&T
that are currently  providing  investment  management services to the Funds will
continue to do so as the personnel of BB&T Asset Management.  Additionally, BB&T
Asset Management will be wholly-owned and otherwise fully controlled by BB&T. As
a result,  this  transaction  will not result in  "assignment" of the investment
advisory  contract  (and  sub-  advisory  contract)  and,   therefore,   another
shareholder vote will not be required.

          BB&T serves as investment adviser to the following portfolios of BB&T
Funds  which have  investment  objectives  similar  to those of the  Funds.  All
figures  are as of the BB&T  Funds'  most  recent  available  audited  financial
statements for the fiscal year ended 9/30/1999:

<TABLE>
<CAPTION>

                                                                         NET ASSETS (000)      CONTRACTUAL FEE      FEE PAID AFTER
                                                                                                                       WAIVERS
                                                                        ----------------------------------------------------------
  <S>                                                                            <C>                  <C>                  <C>
   OVB EQUITY INCOME PORTFOLIO
   ---------------------------
   BB&T Growth and Income Fund                                                 $379,321             .74%                 .60%
   OVB CAPITAL APPRECIATION PORTFOLIO
   ----------------------------------
   BB&T Large Company Growth Fund                                               $90,635             .74%                 .60%
   OVB GOVERNMENT SECURITIES PORTFOLIO
   -----------------------------------
   BB&T Short-Intermediate U.S. Government Income Fund                         $167,285             .60%                 .50%
   BB&T Intermediate U.S. Government Bond Fund                                 $213,417             .60%                 .50%
   OVB WEST VIRGINIA TAX-EXEMPT INCOME PORTFOLIO
   ---------------------------------------------
   BB&T North Carolina Intermediate Tax-Free Fund                               $70,430             .60%                 .50%
   BB&T South Carolina Intermediate Tax-Free Fund                               $16,295             .60%                 .30%
   BB&T Virginia Intermediate Tax-Free Fund                                     $79,353             .60%                 .50%
   OVB PRIME OBLIGATIONS PORTFOLIO
   -------------------------------
   BB&T Prime Money Market Fund                                                 $56,492             .40%                 .30%
</TABLE>

         The name and principal  occupation of the principal  executive officers
and each of the directors of BB&T Corporation are as follows:

BOARD OF DIRECTORS

John A. Allison
Chairman and CEO
BB&T Corporation and Branch Banking and Trust Company
Winston-Salem, NC

Paul Barringer
Chairman and CEO
Coastal Lumber Company
Weldon, NC

Alfred E. Cleveland, Esq.
McCoy, Weaver, Wiggins, Cleveland & Raper
Fayetteville, NC

W.R. Cuthbertson, Jr.
Retired - Former Sen. VP
Branch Banking and Trust Company
Charlotte, NC

Ronald E. Deal
Investor, Chairman
Wesley Hall
Hickory, NC

A.J. Dooley, Sr., Esq.
Retired Partner
Dooley, Dooley, Spence, Parker & Hipp, P.A.
Lexington, SC

Tom D. Efird
President
Standard Distributors, Inc.
Gastonia, NC

Paul S. Goldsmith
Chairman and President
William Goldsmith Company, Inc.
Greenville, SC

Dr. L. Vincent Hackley
Chairman
Character Counts! Coalition
Fayetteville, NC

Jane P. Helm
Vice Chancellor for Business Affairs
Appalachian State University
Boone, NC

Dr. Richard Janeway, M.D.
Exec. VP for Health Affairs
Emeritus
Professor, Medicine & Management
Wake Forest University School of Medicine
Winston-Salem, NC

Dr. J. Ernest Lathem, M.D.
Personal Investments
Retired Medical Director
Prostate Diagnostic Center
Greenville, SC

James H. Maynard
Chairman and CEO
Investors Management Corporation
Raleigh, NC

Joseph A. McAleer, Jr.
Manager and Member MACKK, LLC
Krispy Kreme Doughnut Franchise
Winston-Salem, NC

Albert O. McCauley
President and CEO
McCauley Moving & Storage of Fayetteville, Inc.
Fayetteville, NC

Richard L. Player, Jr.
Chairman
Player, Inc.
Fayetteville, NC

E. Edward Pleasants, Jr.
Chairman Emeritus and Director PHC Holdings
Winston-Salem, NC

Nido R. Qubein
CEO
Creative Services, Inc.
High Point, NC

E. Rhone Sasser
Former Chairman
United Carolina Bancshares Corporation
Whiteville, NC

Jack E. Shaw
CEO
Shaw Resources, Inc.
Greenville, SC

Harold B. Wells
President
Wells Chevrolet, Buick, Pontiac, Oldsmobile, GMC, Inc.
Wells Chrysler, Dodge, Jeep, Inc.
Whiteville, NC

EXECUTIVE MANAGEMENT

John A. Allison
Chairman and Chief Executive Officer

Henry G. Williamson, Jr.
Chief Operating Officer

Kelly S. King
President

Robert E. Greene
Senior Executive Vice President

W. Kendall Chalk
Senior Executive Vice President

Scott E. Reed
Senior Executive Vice President and Chief Financial Officer

Sherry A. Kellett
Senior Executive Vice President and Controller

C. Leon Wilson, III
Senior Executive Vice President






<PAGE>


FUTURE PLANS FOR THE FUNDS

          As stated above,  BB&T also serves as the  investment  adviser to BB&T
Funds, an open-end, investment company. BB&T Funds  consists of 18  funds with a
variety of investment  objectives.  Several of the BB&T Funds are  substantially
similar to the OVB  Portfolios.  BB&T Funds in the future may  propose  that the
Trustees  of the Trust  consider  a plan to  consolidate  some or all of the OVB
Portfolios  with a similar  existing or newly created BB&T Fund. The proposal to
consolidate  the Funds would  require  Trustee and  shareholder  approval.  This
discussion is for your information only. You are not now being asked to consider
or vote on this issue.

                                       4

<PAGE>


DESCRIPTION OF THE NEW AGREEMENT WITH BB&T

         GENERAL

         OVB served  as the  investment adviser to the Funds pursuant to the Old
Agreement,  which was approved by the Fund's  shareholders on November 22, 1993.
The Old Agreement  terminated upon  consummation of the Acquisition and BB&T has
served as  interim  investment  adviser  to the Funds  pursuant  to the  Interim
Agreement.  The Board of  Trustees  recommends  that  Shareholders  of the Funds
approve the New  Agreement  with BB&T, a copy of which is attached as ANNEX A to
this Proxy  Statement.  The  description  of the New Agreement set forth in this
Proxy  Statement  is  qualified  in its entirety by reference to the form of New
Agreement  attached  to this  Proxy  Statement  as ANNEX A. The terms of the New
Agreement are  identical to the terms of the Old  Agreement  except for dates of
execution, effectiveness and termination.

         DUTIES UNDER THE NEW AGREEMENT

         Under its New Agreement,  BB&T will make the daily investment decisions
for the Fund and will continuously review,  supervise, and administer the Fund's
investment  program.  BB&T will  discharge its  responsibilities  subject to the
supervision of the Trustees of the Trust in a manner  consistent with the Fund's
investment objectives, policies and limitations. The New Advisory Agreement also
provides  that BB&T will not be protected  against any  liability to the Fund or
its shareholders by reason of willful  misfeasance,  bad faith, or negligence on
its part in the performance of its duties or from reckless  disregard by BB&T of
its obligations or duties thereunder.

         DURATION AND TERMINATION

         If approved by shareholders at the Meeting, the New Agreement with BB&T
would take effect upon the later to occur of (i) the  obtaining  of  shareholder
approval or (ii) the expiration of the Interim Agreement.

         Unless terminated earlier, the New Agreement with BB&T will continue in
effect for a period of two years from the date of effectiveness, and thereafter,
for periods of one year for so long as such continuance is specifically approved
at  least  annually  (i) by  the  vote  of  the  holders  of a  majority  of the
outstanding voting securities of the Funds or by the Board of Trustees, and (ii)
by the vote of a  majority  of the  independent  Trustees,  cast in  person at a
meeting called for the purpose of voting on such approval.

         The New Agreement with BB&T will terminate  automatically  in the event
of its  assignment.  The New  Agreement is also  terminable  by BB&T at any time
without  penalty,  on not more  than 60 days'  written  notice  by the  Board of
Trustees or by vote of a majority of each Fund's outstanding voting securities.

         COMPENSATION

         Under the New Agreement with BB&T, the Trust will pay BB&T a fee, which
is calculated  and paid  monthly,  at the annual rate (stated as a percentage of
each Fund's assets) as follows:

FUND                                                    CONTRACTUAL FEE
----                                                    ---------------
OVB Equity Income Portfolio                                        .74%
OVB Capital Appreciation Portfolio                                 .95%
OVB Government Securities Portfolio                                .75%
OVB West Virginia Tax-Exempt Income Portfolio                      .45%
OVB Prime Obligations Portfolio                                    .25%

                                          5

<PAGE>


         Under the Old Agreement,  the Trust paid OVB the following fees for its
services  to the Funds  (stated as a  percentage  of each  Fund's  assets and in
dollars)  and OVB made the  following  waivers in order to  maintain  the Funds'
total  operating  expense  ratios for the Funds' most recently ended fiscal year
(1/31/2000):
<TABLE>
<CAPTION>


FUND                                     FEES PAID (%)       FEES WAIVED (%)      FEES PAID ($)     FEES WAIVED ($)
----                                     -------------       ---------------      -------------     ---------------
<S>                                               <C>                   <C>            <C>                  <C>
OVB Equity Income Portfolio                       .63%                  .11%           $437,613            $73,000
OVB Capital Appreciation Portfolio                .67%                  .28%         $1,030,000           $426,757
OVB Government Securities Portfolio               .46%                  .29%           $226,256           $140,141
OVB West Virginia Tax-Exempt Income Portfolio     .40%                  .05%           $366,788            $18,000
OVB Prime Obligations Portfolio                   .10%                  .15%            $78,063           $118,638
</TABLE>

         BB&T has voluntarily  agreed to continue to waive a sufficient  portion
of its fees to maintain the Funds' total operating  expense ratios under the New
Agreement at a level equal to that under the Old Agreement.

THE TRUSTEES  RECOMMEND THAT THE  SHAREHOLDERS  OF THE FUND VOTE FOR APPROVAL OF
THE NEW AGREEMENT WITH BB&T.


PROPOSAL                   2. APPROVE A NEW SUB-ADVISORY  AGREEMENT  BETWEEN AND
                           AMONG BB&T,  WELLINGTON  MANAGEMENT AND THE TRUST, ON
                           BEHALF OF THE OVB PRIME OBLIGATIONS PORTFOLIO.

BACKGROUND

         As  similarly  discussed in Proposal 1 above,  on August 14, 2000,  the
Trust's Board, including a majority of the non-interested  Trustees,  approved a
new sub-advisory agreement between BB&T and Wellington Management,  with respect
to the OVB Prime  Obligations  Portfolio  (the "New  Agreement  with  Wellington
Management")  embodying  substantially  identical  terms and fees as the  Funds'
previous sub-advisory  agreement between OVB and Wellington Management (the "Old
Agreement"),  except for the dates of execution,  effectiveness and termination.
Shareholders  are being  asked to  approve  the New  Agreement  with  Wellington
Management.  A copy of the New Agreement with Wellington  Management is attached
as ANNEX B to this Proxy Statement.

         BB&T has agreed to pay all expenses  relating to the  procurement  of a
Shareholder vote. If Shareholder  approval is not forthcoming,  the Fund's Board
will meet to discuss its  options,  which may include  recommending  the hiring,
subject to Board and Shareholder  approval,  of one or more new sub-advisers for
the OVB Prime Obligations Portfolio.

THE ASSIGNMENT AND APPROVAL OF THE INTERIM AGREEMENT WITH WELLINGTON MANAGEMENT

         As similarly  discussed in Proposal 1 above, the Acquisition created an
"assignment,"  which  caused  the Old  Agreement  to  terminate  immediately  as
required by the Investment Company Act of 1940 (the "1940 Act"). In anticipation
of the Acquisition  and  termination of the Old Agreement,  the Trust's Board of
Trustees  met in person on June 27,  2000 to  consider  and  approve  an interim
sub-advisory  agreement  between and among BB&T,  Wellington  Management and the
Trust,  on  behalf  of  the  OVB  Prime  Obligations   Portfolio  (the  "Interim
Agreement") for the 150-day period  following the  Acquisition.  The Trustees of
the Trust,  including the Trust's "independent  Trustees,"  unanimously approved
the  Interim  Agreements.  The  purpose of the  Interim  Agreements  is to allow
Wellington Management to continue to provide investment advisory services to the
OVB Prime Obligations  Portfolio while the required  Shareholder approval of new
agreements is pending.  THE ACQUISITION DID NOT IMPACT WELLINGTON  MANAGEMENT OR
EFFECT THE SERVICES WELLINGTON  MANAGEMENT PROVIDES TO THE OVB PRIME OBLIGATIONS
PORTFOLIO.

         The Interim Agreements provide that any advisory fees earned Wellington
Management  under the  Interim  Agreement  shall be held in an  interest-bearing
escrow  account  and be  paid  only  upon  approval  of the New  Agreement  with
Wellington Management by Shareholders of the OVB Prime Obligations Portfolio. If
Shareholders   do  not  vote  to  approve  the  New  Agreement  with  Wellington
Management,  Wellington Management shall be paid, out of the escrow account, the
lesser of (a) any costs  incurred  in  performing  its duties  under the Interim
Agreement  (plus  interest  earned on that amount  while in escrow),

                                        6
<PAGE>

or (b) the total amount in the escrow account (plus interest earned). If the New
Agreement  is not  approved,  Wellington  Management  may serve as the OVB Prime
Obligations  Portfolio's  sub-adviser  on a temporary  basis while the  Trustees
consider further action.

         In evaluating the Interim  Agreement with  Wellington  Management,  the
Trustees relied on Wellington  Management's  past experience in sub-advising the
OVB Prime Obligations  Portfolio.  The Trustees also strongly relied on the fact
that the Old Agreement with Wellington  Management  terminated solely because of
BB&T Corporation's  acquisition of OVB, and not because of any reorganization of
Wellington  Management.  Representatives of Wellington Management indicated that
they would continue to act as sub-adviser to the OVB Prime Obligations Portfolio
under the same terms as the Old Agreement and the Acquisition did not impact the
scope and quality of its  sub-advisory  and other  services  provided to the OVB
Prime Obligations Portfolio.

APPROVAL OF THE NEW AGREEMENT WITH WELLINGTON MANAGEMENT AND THE RECOMMENDATION
OF THE BOARD

         The Board of Trustees  met in person on August 14, 2000 to consider the
approval  of  the  New  Agreement  with  Wellington  Management.  The  Trustees,
including the Independent Trustees,  unanimously recommend that the Shareholders
of the OVB Prime  Obligations  Portfolio  vote to approve the New Agreement with
Wellington Management at the Meeting.

         In making  their  recommendation,  the Trustees  considered  Wellington
Management's   past  experience  in  sub-advising  the  OVB  Prime   Obligations
Portfolio, the fact that the Old Agreement with Wellington Management terminated
solely because of BB&T Corporation's  acquisition of OVB, and not because of any
reorganization  of  Wellington  Management,  and that the proposed  compensation
under the New Agreement is identical to the rate of  compensation  under the Old
Agreement.  Specifically,  the Trustees considered the following in making their
recommendation: (1) that the fee and expense ratios of the OVB Prime Obligations
Portfolio are reasonable  given the quality of services  expected to be provided
and the fee and expense  ratios of  comparable  mutual  funds;  (2) the relative
performance  of the  OVB  Prime  Obligations  Portfolio  since  commencement  of
operations to comparable mutual funds and unmanaged indices;  (3) that the terms
of the New Agreement are substantially  identical to those of the Old Agreement,
except for different  execution dates and effective dates and termination dates;
(4)  the  favorable  history,   reputation,   qualification  and  background  of
Wellington  Management,  as well as the  qualifications of its personnel and its
financial condition; and (5) other factors deemed relevant by the Trustees.

         Based upon a review of the above factors,  the Board concluded that the
terms of the New  Agreement are fair to, and in the best  interests,  of the OVB
Prime Obligations  Portfolio and its Shareholders.  THE TRUSTEES,  INCLUDING THE
INDEPENDENT TRUSTEES, UNANIMOUSLY VOTED TO APPROVE THE NEW AGREEMENT FOR THE OVB
PRIME OBLIGATIONS  PORTFOLIO AND TO RECOMMEND THAT THE SHAREHOLDERS OF THE FUNDS
VOTE FOR THE APPROVAL OF THE NEW AGREEMENT WITH WELLINGTON MANAGEMENT.

CONCLUSION

         If the Shareholders of the Funds do not approve the New Agreement,  the
Trustees  would  consider  what  further  action to take  consistent  with their
fiduciary  duties to the OVB  Prime  Obligations  Portfolio.  Such  actions  may
include obtaining for the Funds interim investment  advisory services at cost or
at the  current  fee rate  either from  Wellington  Management  or from  another
advisory  organization.  Thereafter,  the Trustees would either  negotiate a new
investment  sub-advisory agreement with an advisory organization selected by the
Trustees or make other appropriate arrangements.

INFORMATION REGARDING WELLINGTON MANAGEMENT

         Wellington Management is a professional investment counseling firm that
provides  investment services to investment  companies,  employee benefit plans,
endowments,  foundations,  and  other  institutions.  As of  September 30, 2000,
Wellington  Management had  discretionary  management  authority with respect to
approximately $266 billion of assets.  Wellington Management and its predecessor
organizations have provided investment advisory services to investment companies
since  1928  and  to  investment   counseling  clients  since  1960.  Wellington
Management, 75 State Street, Boston, MA 02109, is a

                                        7
<PAGE>


        Massachusetts limited liability partnership,  of which the following
persons are managing partners: Laurie A Gabriel, Duncan M. McFarland and John R.
Ryan.  The partner with primary  management  responsibility  relating to the OVB
Prime  Obligations  Portfolio  is John  C.  Keogh.  Timothy  E.   Smith,  a Vice
President   of   Wellington   Management   also   has   significant   management
responsibility for the OVB Prime Obligations Portfolio.

         Wellington  Management  serves as investment  adviser or sub-adviser to
the following  investment  companies that have investment  objectives similar to
those of the OVB Prime  Obligations  Portfolio.  All figures are as of September
30, 2000:
<TABLE>
<CAPTION>

                                                 NET ASSETS
                                               ($ MIL) AS OF              SUB-ADVISORY FEE SCHEDULE              FEE PAID
                                                  9/30/00                                                        AFTER
                                                                       NET ASSETS             ANNUAL RATE        WAIVERS
                                              ----------------- ------------------------- -------------------- --------------
<S>                                                <C>                   <C>                    <C>                   <C>
                                                  $   64           First $500 Million           0.075%           No waiver
   OVB PRIME OBLIGATIONS PORTFOLIO*                                Over $500 Million            0.020%

   GOLDEN OAK PRIME OBLIGATION                    $  127           First $500 Million           0.075%           No waiver
   MONEY MARKET PORTFOLIO*                                         Over $500 Million            0.020%

   SEI DAILY INCOME TRUST                                          First $500 Million           0.075%             0.0125%
   PRIME OBLIGATION FUND*                         $4,547           Over $500 Million            0.020%

   SEI DAILY INCOME TRUST                                          First $500 Million           0.075%             0.01255
   MONEY MARKET FUND*                             $1,160           Over $500 Million            0.020%

   SEI LIQUID ASSET TRUST                                          First $500 Million           0.075%             0.0125%
   PRIME OBLIGATION FUND*                         $1,471           Over $500 Million            0.020%

   SEI INSURANCE PRODUCTS TRUST                                    First $500 Million           0.075%           No waiver
   VP PRIME OBLIGATION FUND                       $    5           Over $500 Million            0.020%

   BISHOP STREET                                                   First $500 Million           0.075%           No waiver
   MONEY MARKET FUND*                             $  313           Over $500 Million            0.020%

   PBHG CASH RESERVES FUND                                         First $500 Million           0.075%           No waiver
                                                  $  246           Over $500 Million            0.020%

   ANCHOR SERIES TRUST                                             First $500 Million           0.075%           No waiver
   MONEY MARKET PORTFOLIO                         $   61           Over $500 Million            0.020%
</TABLE>

*Fee schedules are applied to aggregate 2a-7 assets within the trust.

DESCRIPTION OF THE NEW AGREEMENT WITH WELLINGTON MANAGEMENT

         GENERAL

         Wellington  Management  served  as the  sub-adviser  to the  OVB  Prime
Obligations  Portfolio pursuant to the Old Agreement,  which was approved by the
OVB Prime  Obligations  Portfolio's  shareholders  on November 22, 1993. The Old
Agreement  terminated  upon  consummation  of  the  Acquisition  and  Wellington
Management has served as interim investment  sub-adviser to the Fund pursuant to
the Interim Agreement. The Board of Trustees recommends that Shareholders of the
OVB Prime  Obligations  Portfolio  approve the New  Agreement  between and among
BB&T,  Wellington  Management  and  the  Trust,  on  behalf  of  the  OVB  Prime
Obligations  Portfolio,  a copy of which is  attached  as ANNEX B to this  Proxy
Statement.  The  description  of the New  Agreement  set  forth  in  this  Proxy
Statement is qualified in its entirety by reference to the form of New Agreement
attached to this Proxy  Statement as ANNEX B. The terms of the New Agreement are
identical  to the terms of the Old  Agreement  except  for  dates of  execution,
effectiveness and termination.

                                        8
<PAGE>


         DUTIES UNDER THE NEW AGREEMENT

         Under  the  New  Agreement  with  Wellington   Management,   Wellington
Management  will  make  the  daily  investment   decisions  for  the  OVB  Prime
Obligations  Portfolio and will continuously review,  supervise,  and administer
the OVB Prime Obligations Portfolio's investment program.  Wellington Management
will discharge its  responsibilities  subject to the supervision of the Trustees
of the  Trust in a manner  consistent  with the  Fund's  investment  objectives,
policies and  limitations.  The New Agreement with  Wellington  Management  also
provides that Wellington  Management will not be protected against any liability
to the OVB Prime Obligations  Portfolio or its shareholders by reason of willful
misfeasance,  bad faith,  or gross  negligence on its part in the performance of
its  duties  or  from  reckless  disregard  by  Wellington   Management  of  its
obligations or duties thereunder.

         DURATION AND TERMINATION

         If approved by  shareholders  at the Meeting,  the New  Agreement  with
Wellington Management would take effect immediately.

         Unless terminated earlier, the New Agreement with Wellington Management
will   continue  in  effect  for  a  period  of  two  years  from  the  date  of
effectiveness,  and  thereafter,  for  periods of  one-year  for so long as such
continuance  is  specifically  approved at least annually (i) by the vote of the
holders of a majority  of the  outstanding  voting  securities  of the OVB Prime
Obligations  Portfolio  or by the Board of  Trustees,  and (ii) by the vote of a
majority of the independent Trustees, cast in person at a meeting called for the
purpose of voting on such approval.

         The New  Agreement  will  terminate  automatically  in the event of its
assignment. The New Agreement is also terminable by Wellington Management at any
time without  penalty,  on not more than 60 days' written notice by the Board of
Trustees  or by vote of a  majority  of the OVB  Prime  Obligations  Portfolio's
outstanding voting securities.

         COMPENSATION

         Under the New  Agreement,  the Trust will pay  Wellington  Management a
monthly  sub-advisory  fee equal, on an annual basis, to .075% on the first $500
million and .02% on the excess of $500 million of the  aggregate  average  daily
net assets of the  Trust's  money  market  portfolios  to which the  Sub-Adviser
serves as sub-adviser.  THESE TERMS OF COMPENSATION  ARE UNCHANGED FROM THOSE OF
THE OLD AGREEMENT.

         Under the Old  Agreement,  the Trust  paid  Wellington  Management  the
following fees for its services to the OVB Prime  Obligations  Portfolio (stated
as a  percentage  of assets and in dollars) for the most  recently  ended fiscal
year (1/31/2000):
<TABLE>
<CAPTION>

FUND                            FEES PAID (%)       FEES WAIVED (%)      FEES PAID ($)     FEES WAIVED ($)
----                            -------------       ---------------      -------------     ---------------
<S>                                     <C>                                    <C>
OVB Prime Obligations Portfolio         .075%                  none            $59,000                none

</TABLE>

THE TRUSTEES  RECOMMEND THAT THE  SHAREHOLDERS  OF THE FUND VOTE FOR APPROVAL OF
THE NEW AGREEMENT WITH WELLINGTON MANAGEMENT.


GENERAL INFORMATION

ADMINISTRATOR

         SEI Mutual Funds Services (the "Administrator") serves as Administrator
of the Fund pursuant to an  administration  agreement.  The principal offices of
SEI are located at One Freedom Valley Drive, Oaks, Pennsylvania 19456.

                                        9

<PAGE>


DISTRIBUTOR

         SEI Investments  Distribution Co. (the "Distributor"),  an affiliate of
the  Administrator,  serves as  Distributor  of the Fund's shares  pursuant to a
distribution agreement.  The principal offices at the Distributor are located at
One Freedom Valley Drive, Oaks, Pennsylvania 19456.


FUND TRANSACTIONS

         For the  fiscal  year  ended  January  31,  2000,  the  Funds  paid the
following brokerage  commissions to SEI Distribution  Company,  Inc., the Funds'
principal underwriter:
<TABLE>
<CAPTION>

FUND                                TOTAL $ AMOUNT OF BROKERAGE PAID TO SEI     % OF TOTAL BROKERAGE THROUGH SEI
----                                ---------------------------------------     --------------------------------
<S>                                            <C>                                             <C>
OVB Equity Income Portfolio                    $10,298                                         5.7%
OVB Capital Appreciation Portfolio             $88,403                                       21.87%
OVB Government Securities Portfolio               $666                                        1.42%
</TABLE>


TRUSTEES AND OFFICERS OF THE TRUST

         None of the trustees or officers of the Trust hold  positions with BB&T
or Wellington Management,  or have an interest in BB&T, Wellington Management or
in a person  controlling,  controlled  by or under  common  control with BB&T or
Wellington Management.

SECTION 15(F) OF THE 1940 ACT

         Section 15(f) of the 1940 Act provides legal  protection to an adviser,
in the context of a change in control of an  investment  adviser to a registered
investment  company,  the  receipt  by such  investment  adviser  (or any of its
affiliated  persons) of any amount or benefit in  connection  with such sale, as
long as two  conditions  are  satisfied.  First,  an "unfair  burden" may not be
imposed on the investment  company as a result of the sale of such interest,  or
any express or implied terms,  conditions or understandings  applicable thereto.
The term "unfair  burden" as defined in the 1940 Act,  includes any  arrangement
during the two-year period after the transaction  whereby the investment adviser
(or  predecessor or successor  adviser),  or any  interested  person of any such
adviser,  receives  or is  entitled  to receive  any  compensation,  directly or
indirectly, from the investment company or its security holders (other than fees
for bona fide  investment  advisory and other  services),  or from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the  investment  company  (other than  ordinary  fees for bona fide
principal underwriting services).

         The Board has not been  advised  by BB&T of any  circumstances  arising
from the Acquisition that will result in the imposition of an "unfair burden" on
the Funds.  Moreover,  BB&T has advised the Trustees that it will take no action
which would have the effect,  directly or  indirectly,  of violating  any of the
provisions of Section 15(f) of the 1940 Act in respect of the Acquisition.  BB&T
has also  advised the  Trustees  that during the two year period  following  the
Acquisition,  BB&T does not intend to change its  policies  with  respect to the
circumstances  under which voluntary fee waivers may be permitted to expire. The
second  condition  of  Section  15(f)  is  that  during  the  three-year  period
immediately  following a transaction  to which Section 15(f) is  applicable,  at
least 75% of the subject  investment  company's  board of  trustees  must not be
"interested  persons" (as defined in the 1940 Act) of the  investment  company's
investment  adviser or  predecessor  adviser.  The  current  composition  of the
Trust's Board complies with this condition.

                                                10

<PAGE>

5% Shareholders

         As of October 5, 2000, the following  persons were the only persons who
were, to the knowledge of the Trust,  beneficial  owners of 5% or more of shares
of the Funds voting at this Meeting:

<TABLE>
<CAPTION>

Shareholder                                                                       Number of Shares                    %
-----------                                                                       ----------------                   --
<S>     <C>                                                                         <C>                              <C>
OVB Equity Income Portfolio (Class A Shares)
Kaw & Co.                                                                         4,399,586.862                     99.91%
Attn: Securities Cage
P.O. Box 1793
Charlestown, WV 25326-1793

OVB Equity Income Portfolio (Class B Shares)
Donaldson, Lufkin & Jenrette                                                      114,718.914                       29.49%
Mutual Fund
One Pershing Plaza
Jersey City, NJ 07399-0001

OVB Capital Appreciation Portfolio (Class A Shares)
Kaw & Co.                                                                         7,138,754.580                     99.03%
Attn: Securities Cage
P.O. Box 1793
Charlestown, WV 25326-1793

OVB Capital Appreciation Portfolio (Class B Shares)
Donaldson, Lufkin & Jenrette                                                      158,950.811                       22.54%
Mutual Fund
One Pershing Plaza
Jersey City, NJ 07399-0001

OVB Government Securities Portfolio (Class A Shares)
Kaw & Co.                                                                         4,285,060.943                     99.98%
Attn: Securities Cage
P.O. Box 1793
Charlestown, WV 25326-1793

OVB Government Securities Portfolio (Class B Shares)
Donaldson, Lufkin & Jenrette                                                      25,289.982                        15.56%
Mutual Fund
One Pershing Plaza
Jersey City, NJ 07399-0001

Charles Edwin Gerwig & Jeanice Alma Gerwig Jtwros                                 10,118.037                        6.23%
304 Elk Street
Webster Springs, WV 26288-1216

OVB West Virginia Tax-Exempt Income Portfolio (Class A Shares)
Kaw & Co.                                                                         7,952,215.611                     100%
Attn: Securities Cage
P.O. Box 1793
Charlestown, WV 25326-1793

OVB West Virginia Tax-Exempt Income Portfolio (Class B Shares)
Donaldson, Lufkin & Jenrette                                                      524,740.817                       54.38%
Mutual Fund
One Pershing Plaza
Jersey City, NJ 07399-0001

OVB Prime Obligations Portfolio (Class A Shares)
Kaw & Co.                                                                         72,882,567.820                    100%
Attn: Securities Cage
P.O. Box 1793
Charlestown, WV 25326-1793

OVB Prime Obligations Portfolio (Class B Shares)
Agawam Fund Corporation                                                           9,118,679.140                     68.74%
Windermere House
P.O. Box 556639
Nassau, Bahamas

Sanwa Bank California as Custodian                                                2,474,603.200                     18.65%
For Wilshire Associates
444 Market Street, Fl. 23
San Francisco, CA 94111-5331

The  Trustees  and  officers  of the Trust  own less than 1% of the  outstanding
shares of the Trust.

</TABLE>




ADJOURNMENT

         In the event that  sufficient  votes in favor of the Proposal set forth
in the Notice of the Special  Meeting are not received by the time scheduled for
the Meeting,  the persons named as proxies may propose one or more  adjournments
of the Meeting for a period or periods of not more than 60 days in the aggregate
to permit further  solicitation of proxies with respect to any of such Proposal.
Any such  adjournment  will  require the  affirmative  vote of a majority of the
votes cast on the  question  in person or by proxy at the session of the Meeting
to be  adjourned.  The  persons  named  as  proxies  will  vote in favor of such
adjournment  those  proxies  that  they  are  entitled  to vote in  favor of the
Proposal.  They will vote against any such adjournment those proxies required to
be voted against the Proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by BB&T and its affiliates.

REQUIRED VOTE

         Approval of the either  Proposal  requires  the  affirmative  vote of a
majority of the outstanding voting securities of each Fund. The 1940 Act defines
"majority of the outstanding  voting  securities" as the vote of (i) 67% or more
of a fund's outstanding shares present at a meeting, if the holders of more than
50% of the outstanding  shares of a fund are present or represented by proxy, or
(ii) more than 50% of the fund's outstanding shares, whichever is less.

         Abstentions  and "broker  non-votes" will not be counted for or against
any  Proposal  to  which  it  relates,  but  will be  counted  for  purposes  of
determining whether a quorum is present. Abstentions and "broker non-votes" will
be counted as votes  present for  purposes  of  determining  a "majority  of the
outstanding voting securities"  present at the Meeting,  and will therefore have
the effect of counting against the Proposal.

                                                11
<PAGE>

SHAREHOLDER PROPOSALS

         The  Trust  does not hold  annual  Shareholder  Meetings.  Shareholders
wishing to submit  proposals for inclusion in a proxy statement for a subsequent
meeting  should send their  written  proposals to the Secretary of the Trust c/o
SEI  Investments  Company,  Legal  Department,  One Freedom Valley Drive,  Oaks,
Pennsylvania 19456.

REPORTS TO SHAREHOLDERS

         The Trust  will  furnish,  without  charge,  a copy of the most  recent
Annual  Report to  Shareholders  of the Trust  and the most  recent  Semi-Annual
Report  succeeding such Annual Report, if any, on request.  Shareholders  should
make  requests  by writing to the Trust c/o SEI Mutual  Funds  Services,  at One
Freedom  Valley  Drive,  Oaks,  Pennsylvania  19456,  or by calling the Funds at
1-800-545-6331.

OTHER MATTERS

         The  Trustees  know of no  other  business  to be  brought  before  the
Meeting. However, if any other matters properly come before the Meeting, proxies
that do not contain specific  restrictions to the contrary will be voted on such
matters in  accordance  with the  judgment of the persons  named in the enclosed
form of proxy.


         SHAREHOLDERS  ARE URGED TO COMPLETE,  SIGN AND DATE THE ENCLOSED  PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.

                                             12

<PAGE>


ANNEX A


INVESTMENT ADVISORY AGREEMENT

ANNEX A

                          INVESTMENT ADVISORY AGREEMENT

         AGREEMENT made this 30th day of November, 2000 by and between The Arbor
Fund, a Massachusetts business trust (the "Trust"), and Branch Banking and Trust
Company (the "Adviser").

         WHEREAS, the Trust is an open-end, non-diversified management
investment company registered under the Investment Company Act of 1940, as
amended, (the "Investment Company Act") consisting of several series of shares,
each having its own investment policies; and

         WHEREAS, the Trust has retained SEI Financial Management Corporation
(the "Administrator") to provide administration of the Trust's operations,
subject to the control of the Board of Trustees;

         WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its OVB Equity Income, OVB Capital
Appreciation, OVB West Virginia Tax-Exempt Income, OVB Government Securities and
OVB Prime Obligations Portfolios and such other portfolios as the Trust and the
Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render
such services:

         NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:

         1.       DUTIES  OF THE  ADVISER.  The  Trust  employs  the  Adviser to
                  manage the investment and  reinvestment of the assets,  and to
                  continuously review,  supervise, and administer the investment
                  program of the Portfolios,  to determine in its discretion the
                  securities   to  be   purchased   or  sold,   to  provide  the
                  Administrator  and  the  Trust  with  records  concerning  the
                  Adviser's  activities  which the Trust is required to maintain
                  and to  render  regular  reports  (except  for  those  special
                  reports   that  the  Board  of  Trustees   may  require   more
                  frequently) to the  Administrator  and to the Trust's Officers
                  and  Trustees   concerning  the  Adviser's  discharge  of  the
                  foregoing responsibilities.

                  The Adviser shall discharge the foregoing responsibilities
                  subject to the control of the Board of Trustees of the Trust
                  and in compliance with such policies as the Trustees may from
                  time to time establish, and in compliance with the objectives,
                  policies, and limitations for each such Portfolio set forth in
                  the Portfolios' prospectus and statement of additional
                  information as amended from time to time, and applicable laws
                  and regulations.

                  The Adviser accepts such employment and agrees, at its own
                  expense, to render the services and to provide the office
                  space, furnishings and equipment and the personnel required by
                  it to perform the services on the terms and for the
                  compensation provided herein.

         2.       PORTFOLIO TRANSACTIONS. The Adviser is authorized to select
                  the brokers or dealers that will execute the purchases and
                  sales of portfolio securities for the Portfolios and is
                  directed to use its best efforts to obtain the best net
                  results as described in the Portfolios' prospectuses and
                  statement of additional information from time to time. The
                  Adviser will promptly communicate to the Administrator and to
                  the officers and the Trustees of the Trust such information
                  relating to portfolio transactions as they may reasonably
                  request.

                  It is understood that the Adviser will not be deemed to have
                  acted unlawfully, or to have breached a fiduciary duty to the
                  Trust or be in breach of any obligation owing to the Trust
                  under this Agreement, or otherwise, solely by reason of its
                  having directed a securities transaction on behalf of the
                  Trust to a broker-dealer in compliance with the provisions of
                  Section 28(e) of the Securities Exchange Act of 1934.

         3.       COMPENSATION OF THE ADVISER. For the services to be rendered
                  by the Adviser as provided in Sections 1 and 2 of this
                  Agreement, the Trust shall pay to the Adviser compensation at
                  the rate specified in the Schedule(s) which are attached
                  hereto and made a part of this Agreement. Such compensation
                  shall be paid to the Adviser at the end of each month, and
                  calculated by applying a daily rate, based on the annual
                  percentage rates as specified in the attached Schedule(s), to
                  the assets. The fee shall be based on the average daily net
                  assets for the month involved.

                  All rights of compensation under this Agreement for services
                  performed as of the termination date shall survive the
                  termination of this Agreement.

         4.       OTHER EXPENSES. The Adviser shall pay all expenses of
                  preparing (including typesetting), printing and mailing
                  reports, prospectuses, statements of additional information,
                  and sales literature to prospective clients to the extent
                  these expenses are not borne by the Trust under a distribution
                  plan adopted pursuant to Rule 12b-1 of the Investment Company
                  Act.

         5.       EXCESS EXPENSES. If the expenses for any Portfolio for any
                  fiscal year (including fees and other amounts payable to the
                  Adviser, but excluding interest, taxes, brokerage costs,
                  litigation, and other extraordinary costs) as calculated every
                  business day would exceed the expense limitations imposed on
                  investment companies by any applicable statute or regulatory
                  authority of any jurisdiction in which Shares are qualified
                  for offer and sale, the Adviser shall waive its fees, or
                  reimburse to the Trust out of fees previously paid to the
                  Adviser for such year in the amount necessary to comply with
                  the expense limitation.

                  However, no waiver or reimbursement under the foregoing
                  paragraph shall be made which would result in the Trust's
                  inability to qualify as a regulated investment company under
                  provisions of the Internal Revenue Code of 1986, as amended.
                  Waivers or reimbursements pursuant to this Section 5 shall be
                  settled on a monthly basis (subject to fiscal year end
                  reconciliation) by a reduction in the fee payable to the
                  Adviser for such month pursuant to Section 3 and, if such
                  reduction shall be insufficient to offset such expenses, by
                  reimbursing the Trust.

         6.       REPORTS. The Trust and the Adviser agree to furnish to each
                  other, if applicable, current prospectuses, proxy statements,
                  reports to shareholders, certified copies of their financial
                  statements, and such other information with regard to their
                  affairs as each may reasonably request.

         7.       STATUS OF THE ADVISER. The services of the Adviser to the
                  Trust are not to be deemed exclusive, and the Adviser shall be
                  free to render similar services to others so long as its
                  services to the Trust are not impaired thereby. The Adviser
                  shall be deemed to be an independent contractor and shall,
                  unless otherwise expressly provided or authorized, have no
                  authority to act for or represent the Trust in any way or
                  otherwise be deemed an agent of the Trust.

         8.       CERTAIN RECORDS. Any records required to be maintained and
                  preserved pursuant to the provisions of Rule 31a-1 and Rule
                  31a-2 promulgated under the Investment Company Act which are
                  prepared or maintained by the Adviser on behalf of the Trust
                  are the property of the Trust and will be surrendered promptly
                  to the Trust on request.

         9.       LIMITATION  OF  LIABILITY  OF THE  ADVISER.  The duties of the
                  Adviser shall be confined to those expressly set forth herein,
                  and no  implied  duties  are  assumed  by or  may be  asserted
                  against the Adviser hereunder. The Adviser shall not be liable
                  for any error of  judgment  or  mistake of law or for any loss
                  arising  out of any  investment  or for any act or omission in
                  carrying  out its duties  hereunder,  except a loss  resulting
                  from willful misfeasance, bad faith or gross negligence in the
                  performance of its duties, or by reason of reckless  disregard
                  of  its  obligations  and  duties  hereunder,  except  as  may
                  otherwise be provided under provisions of applicable state and
                  federal  law which  cannot be waived or modified  hereby.  (As
                  used in this  Paragraph 9, the term  "Adviser"  shall  include
                  directors,  officers,  employees and other corporate agents of
                  the Adviser as well as that corporation itself).

         10.      PERMISSIBLE  INTERESTS.  Trustees,  agents,  and  shareholders
                  of the Trust are or may be  interested  in the Adviser (or any
                  successor  thereof)  as  directors,   partners,  officers,  or
                  shareholders,  or otherwise;  directors,  partners,  officers,
                  agents,  and  shareholders  of  the  Adviser  are  or  may  be
                  interested   in  the  Trust  as  Trustees,   shareholders   or
                  otherwise;  and the  Adviser (or any  successor)  is or may be
                  interested  in the Trust as a  shareholder  or  otherwise.  In
                  addition, brokerage transactions for the Trust may be effected
                  through  affiliates of the Adviser if approved by the Board of
                  Trustees,   subject  to  the  rules  and  regulations  of  the
                  Securities and Exchange Commission.

         11.      DURATION AND  TERMINATION.  This  Agreement,  unless sooner
                  terminated  as provided  herein,  shall remain in effect until
                  two years from date of execution, and thereafter,  for periods
                  of  one  year  so  long  as  such  continuance  thereafter  is
                  specifically  approved at least  annually (a) by the vote of a
                  majority of those Trustees of the Trust who are not parties to
                  this Agreement or interested  persons of any such party,  cast
                  in person at a meeting  called  for the  purpose  of voting on
                  such approval, and (b) by the Trustees of the Trust or by vote
                  of a majority of the  outstanding  voting  securities  of each
                  Portfolio;  provided, however, that if the shareholders of any
                  Portfolio  fail to approve the  Agreement as provided  herein,
                  the Adviser may continue to serve  hereunder in the manner and
                  to the extent  permitted  by the  Investment  Company  Act and
                  rules and regulations  thereunder.  The foregoing  requirement
                  that continuance of this Agreement be  "specifically  approved
                  at least annually"  shall be construed in a manner  consistent
                  with the Investment  Company Act and the rules and regulations
                  thereunder.

                  This Agreement may be terminated as to any Portfolio at any
                  time, without the payment of any penalty by vote of a majority
                  of the Trustees of the Trust or by vote of a majority of the
                  outstanding voting securities of the Portfolio on not less
                  than 30 days nor more than 60 days written notice to the
                  Adviser, or by the Adviser at any time without the payment of
                  any penalty, on 90 days written notice to the Trust. This
                  Agreement will automatically and immediately terminate in the
                  event of its assignment. Any notice under this Agreement shall
                  be given in writing, addressed and delivered, or mailed
                  postpaid, to the other party at any office of such party.

                  As used in this Section 11, the terms "assignment",
                  "interested persons", and a "vote of a majority of the
                  outstanding voting securities" shall have the respective
                  meanings set forth in the Investment Company Act and the rules
                  and regulations thereunder; subject to such exemptions as may
                  be granted by the Securities and Exchange Commission under
                  said Act.


         12.      NOTICE.  Any notice  required or permitted to be given by
                  either party to the other shall be deemed  sufficient  if sent
                  by registered or certified mail, postage prepaid, addressed by
                  the party giving notice to the other party at the last address
                  furnished by the other party to the party giving notice: if to
                  the Trust, at 680 East Swedesford Road, Wayne, PA 19087 and if
                  to the Adviser at: 434  Fayetteville  Street Mall,  Raliegh NC
                  27601.

        13.       SEVERABILITY.  If any provision of this  Agreement  shall be
                  held or made  invalid by a court  decision,  statute,  rule or
                  otherwise,  the  remainder  of  this  Agreement  shall  not be
                  affected thereby.

A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and are not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but binding only upon the assets and
property of the Trust.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.

THE ARBOR FUND                              BRANCH BANKING AND TRUST COMPANY

By:      _________________________  By:     ________________________________

Attest:  _________________________  Attest  ________________________________


<PAGE>





                                                     SCHEDULE A
                                                       TO THE
                                            INVESTMENT ADVISORY AGREEMENT
                                                       BETWEEN
                                                    THE ARBOR FUND
                                                         AND
                                          BRANCH BANKING AND TRUST COMPANY


Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:

PORTFOLIO                                            FEE (IN BASIS POINTS)

OVB Capital Appreciation                              .95%

OVB West Virginia Tax Exempt Income                   .45%

OVB Government Securities                             .75%

OVB Prime Obligations                                 .25%

OVB Equity Income                                     .74%





<PAGE>


ANNEX B

                             THE ARBOR FUND
                     OVB PRIME OBLIGATIONS PORTFOLIO

                    INVESTMENT SUB ADVISORY AGREEMENT

         AGREEMENT  made  this 30th day of  November, 2000, by and among  Branch
Banking and Trust Company,  a regional North Carolina  banking  association (the
"Adviser"),   Wellington   Management  Company,  LLP   a  Massachusetts  limited
liability  partnership (the  "Sub-Adviser")  and The Arbor Fund, a Massachusetts
business trust (the "Trust").

         WHEREAS,  the Trust is registered as an open-end management  investment
company under the  Investment  Company Act of 1940, as amended (the "1940 Act");
and

         WHEREAS,  the Adviser has entered into an Investment Advisory Agreement
dated November 30, 2000 (the  "Advisory  Agreement") with the Trust, pursuant to
which the Adviser will act as  investment  adviser to the OVB Prime  Obligations
Portfolio (the "Portfolio"); and

         WHEREAS,   the  Adviser  and  the  Trust  each  desire  to  retain  the
Sub-Adviser to provide  investment  advisory services to the Trust in connection
with the management of the Portfolio,  and the  Sub-Adviser is willing to render
such investment advisory services

         NOW, THEREFORE, the parties hereto agree as follows:

1.                (a)  Subject to  supervision  by the  Adviser  and the Trust's
                  Board of Trustees, the Sub-Adviser shall manage the investment
                  operations  of  the  Portfolio  and  the  composition  of  the
                  Portfolio's portfolio,  including the purchase,  retention and
                  disposition   thereof,  in  accordance  with  the  Portfolio's
                  investment objectives,  policies and restrictions as stated in
                  the Portfolio's  Prospectus (such Prospectus and the Statement
                  of  Additional  Information,  as  currently  in effect  and as
                  amended or supplemented from time to time, being herein called
                  the "Prospectus"), and subject to the following:

                  (1)      The  Sub-Adviser  shall  provide  supervision  of the
                           Portfolio's  investments  and determine  from time to
                           time  what   investments   and  securities   will  be
                           purchased,  retained  or sold by the  Portfolio,  and
                           what  portion of the costs will be  invested  or held
                           uninvested in cash.

                  (2)      In the  performance  of its  duties  and  obligations
                           under this Agreement,  the  Sub-Adviser  shall act in
                           conformity with the Trust's  Declaration of Trust and
                           the   Prospectus  and  with  the   instructions   and
                           directions  of  the  Adviser  and  of  the  Board  of
                           Trustees of the Trust and will  conform to and comply
                           with the  requirements  of the 1940 Act, the Internal
                           Revenue  Code  of  1986,  and  all  other  applicable
                           federal  and state laws and  regulations,  as each is
                           amended from time to time.

                  (3)      The Sub-Adviser  shall determine the securities to be
                           purchased  or sold by the  Portfolio  and will  place
                           orders  with or  through  such  persons,  brokers  or
                           dealers  to carry  out the
<PAGE>


                           policy  with  respect to  brokerage  set forth in the
                           Portfolio's   Registration   Statement   (as  defined
                           herein) and  Prospectus or as the Board of Trustee or
                           the  Adviser  may  direct  from  time  to  time,   in
                           conformity with federal securities laws. In providing
                           the  Portfolio  with  investment   supervision,   the
                           Sub-Adviser   will  give  primary   consideration  to
                           securing  the  most  favorable  price  and  efficient
                           execution.  Within the framework of this policy,  the
                           Sub-Adviser     may    consider     the     financial
                           responsibility,  research and investment  information
                           and other services provided by brokers or dealers who
                           may effect or be a party to any such  transaction  or
                           other  transactions to which the Sub-Adviser's  other
                           clients may be a party.  It is understood  that it is
                           desirable for the Portfolio that the Sub-Adviser have
                           access to supplemental investment and market research
                           and  security  and  economic   analysis  provided  by
                           brokers who may  execute  brokerage  transactions  at
                           higher  cost to the  Portfolio  than may result  when
                           allocating brokerage to other brokers on the basis of
                           seeking  the  most  favorable   price  and  efficient
                           execution.  Therefore,  the Sub-Adviser is authorized
                           to  place   orders  for  the  purchase  and  sale  of
                           securities  for  the  Portfolio  with  such  brokers,
                           subject to review by the  Trust's  Board of  Trustees
                           from  time to time with  respect  to the  extent  and
                           continuation of this practice.  It is understood that
                           the  services  provided by such brokers may be useful
                           to   the   Sub-Adviser   in   connection   with   the
                           Sub-Adviser's services to other clients.

                           On occasions when the Sub-Adviser  deems the purchase
                           or sale of a security  to be in the best  interest of
                           the  Portfolio  as  well  as  other  clients  of  the
                           Sub-Adviser, the Sub-Adviser, to the extent permitted
                           by applicable laws and regulations, may, but shall be
                           under no obligation  to,  aggregate the securities to
                           be so  purchased  or sold in order to obtain the most
                           favorable  price or lower  brokerage  commissions and
                           efficient execution. In such event, allocation of the
                           securities  so  purchased  or  sold,  as  well as the
                           expenses incurred in the transaction, will be made by
                           the  Sub-Adviser in the manner it considers to be the
                           most  equitable  and  consistent  with its  fiduciary
                           obligation   to  the  Portfolio  and  to  such  other
                           clients.

                  (4)      The Sub-Adviser  shall maintain all books and records
                           with   respect   to   the    Portfolio's    portfolio
                           transactions  required by subparagraphs  (b)(5), (6),
                           (7),  (9),  (10) and (11) and  paragraph  (f) of Rule
                           31a-1  under  the 1940 Act and  shall  render  to the
                           Trust's  Board of Trustees  such periodic and special
                           reports  as  the  Trust's   Board  of  Trustees   may
                           reasonably request.

                  (5)      The   Sub-Adviser   shall  provide  the   Portfolio's
                           Custodian  on  each  business  day  with  information
                           relating   to   all   transactions   concerning   the
                           Portfolio's assets and shall provide the Adviser with
                           such information upon request of the Adviser.

                  (6)      The investment  management  services  provided by the
                           Sub-Adviser under this Agreement are not to be deemed
                           exclusive and the Sub-Adviser shall be free to render
                           similar services to others,  as long as such services
                           do not impair the services rendered to the Adviser or
                           the Trust.

         (b)      Services  to  be  furnished  by  the  Sub-Adviser  under  this
                  Agreement  may be  furnished  through the medium of any of the
                  Sub-Adviser's partners, officers or employees.


<PAGE>


         (c)      The  Sub-Adviser  shall   keep  the   Portfolio's   books  and
                  records required to be maintained by the Sub-Adviser  pursuant
                  to paragraph  1(a) of this  Agreement and shall timely furnish
                  to the Adviser all information  relating to the  Sub-Adviser's
                  services  under this  Agreement  needed by the Adviser to keep
                  the other books and records of the Portfolio  required by Rule
                  31a-1  under the 1940 Act.  The  Sub-Adviser  agrees  that all
                  records  that it  maintains  on  behalf of the  Portfolio  are
                  property of the Portfolio and the  Sub-Adviser  will surrender
                  promptly  to  the  Portfolio  any of  such  records  upon  the
                  Portfolio's request;  provided,  however, that the Sub-Adviser
                  may retain a copy of such  records.  The  Sub-Adviser  further
                  agrees to preserve  for the periods  prescribed  by Rule 31a-2
                  under  the 1940 Act any such  records  as are  required  to be
                  maintained by it pursuant to paragraph 1(a) of this Agreement.

2.       The Adviser shall continue to have  responsibility  for all services to
         be provided to the Portfolio  pursuant to the  Advisory  Agreement  and
         shall oversee and review the Sub-Adviser's  performance  of its  duties
         under this Agreement

3.       The Adviser has  delivered to the  Sub-Adviser  copies of  each  of the
         following  documents  and will deliver to it all future amendments  and
         supplements, if any:

         (a)      The Trust's  Declaration of Trust, as filed with the Secretary
                  of State of  Massachusetts  (such  Declaration of Trust, as in
                  effect on the date of this  Agreement and as amended from time
                  to time, herein called the "Declaration of Trust");

         (b)      By-Laws   of   the  Trust (such  By-Laws,  as in effect on the
                  date of this  Agreement and as amended from time to time,  are
                  herein called the "By-Laws");

         (c)      Certified   resolutions   of   the  Trust's  Board of Trustees
                  authorizing the appointment of the Adviser and the Sub-Adviser
                  with respect to the Portfolio,  and approving the form of this
                  Agreement;

         (d)      Registration  Statement  under the 1940 Act and the Securities
                  Act of 1933,  as  amended,  on Form  N-1A  (the  "Registration
                  Statement"),   as  filed  with  the  Securities  and  Exchange
                  Commission  (the  "Commission")  relating to the Portfolio and
                  shares  of  the  Portfolio's   beneficial   shares,   and  all
                  amendments thereto;

         (e)      Notification   of  Registration   of  the Trust under the 1940
                  Act on  Form  N-8A  as  filed  with  the  Commission,  and all
                  amendments thereto; and

         (f)      Prospectus  and  Statement  of  Additional Information  of the
                  Portfolio.

4.       For the  services to be provided  by the  Sub-Adviser  pursuant to this
         Agreement,   the  Portfolio  will  pay  to  the   Sub-Adviser  as  full
         compensation  therefor  a fee at an annual  rate of 0.075% on the first
         $500 million and 0.020% on the excess of $500 million of the  aggregate
         average  daily net assets of the Trust's  money  market  portfolios  to
         which the  Sub-Adviser  serves as  sub-adviser,  pro rated based on the
         Portfolio's  average daily net assets.  This fee will be computed daily
         and paid to the Sub-Adviser monthly.

<PAGE>


5.       The  Sub-Adviser  shall not be liable for any error of  judgment or for
         any loss suffered by the  Portfolio or the Adviser in  connection  with
         performance  of its  obligations  under this  Agreement,  except a loss
         resulting  from a breach of fiduciary  duty with respect to the receipt
         of compensation  for services (in which case any award of damages shall
         be limited  to the period and the amount set forth in Section  36(b)(3)
         of the 1940 Act), or a loss  resulting  from willful  misfeasance,  bad
         faith or gross negligence on the Sub-Adviser's  part in the performance
         of its duties or from reckless  disregard of its obligations and duties
         under  this  Agreement,  except  as may  otherwise  be  provided  under
         provisions of  applicable  state law which cannot be waived or modified
         hereby.

 6.      This  Agreement  shall  continue in   effect  for a period of more than
         two  years  from  the  date  hereof  only  so long  as  continuance  is
         specifically  approved at least annually in  conformance  with the 1940
         Act;  provided,  however,  that this Agreement may be terminated (a) by
         the Portfolio at any time,  without the payment of any penalty,  by the
         vote  of a  majority  of  Trustees  of the  Trust  or by the  vote of a
         majority of the outstanding voting securities of such Portfolio, (b) by
         the Adviser at any time,  without the  payment of any  penalty,  on not
         more than 60 days' nor less than 30 days'  written  notice to the other
         parties,  or (c) by the Sub-Adviser at any time, without the payment of
         any penalty,  on 90 days'  written  notice to the other  parties.  This
         Agreement shall terminate automatically and immediately in the event of
         its assignment.  As used in this Section 6, the terms  "assignment" and
         "vote of a majority of the outstanding  voting  securities"  shall have
         the  respective  meanings  set  forth in the 1940 Act and the rules and
         regulations thereunder, subject to such exceptions as may be granted by
         the Commission under the 1940 Act.

7.       Nothing in this  Agreement  shall limit or restrict the right of any of
         the  Sub-Adviser's  partners,  officers,  or employees to engage in any
         other  business or to devote his or her time and  attention  in part to
         the  management or other aspects of any business,  whether of a similar
         or dissimilar nature, nor limit or restrict the Sub-Adviser's  right to
         engage in any other  business or to render  services of any kind to any
         other corporation, firm, individual or association.

 8.      During the term   of  this Agreement, the Adviser agrees to furnish the
         Sub-Adviser at its principal office all prospectuses, proxy statements,
         reports to shareholders,  sales literature or other materials  prepared
         for  distribution to  shareholders  of the Portfolio,  the Trust or the
         public that refer to the Sub-Adviser or its clients in any way prior to
         use  thereof  and not to use  material  if the  Sub-Adviser  reasonably
         objects in writing  within five  business days (or such other period as
         may be mutually agreed) after receipt thereof.  The Sub-Adviser's right
         to  object  to  such  materials  is  limited  to the  portions  of such
         materials that expressly  relate to the  Sub-Adviser,  its services and
         its clients.  The Adviser agrees to use its reasonable  best efforts to
         ensure  that  materials  prepared  by its  employees  or  agents or its
         affiliates  that refer to the Sub-Adviser or its clients in any way are
         consistent with those materials  previously approved by the Sub-Adviser
         as referenced in the first sentence of this paragraph. Sales literature
         may be furnished to the  Sub-Adviser by first class or overnight  mail,
         facsimile transmission equipment or hand delivery.

9.       No provisions of this Agreement may be changed,  waived,  discharged or
         terminated  orally,  but only by an instrument in writing signed by the
         party against which  enforcement  of the change,  waiver,  discharge or
         termination  is sought,  and no  amendment of this  Agreement  shall be
         effective until approved by the vote of the majority of the outstanding
         voting securities of the Portfolio.

10.      This  Agreement  shall be governed by the laws of the  Commonwealth  of
         Massachusetts;   provided,

<PAGE>


         however,   that    nothing    herein    shall   be  construed as  being
         inconsistent with the 1940 Act.

11.      This Agreement  embodies the entire agreement and  understanding  among
         the  parties   hereto,   and  supersedes   all  prior   agreements  and
         understandings  relating  to  this  Agreement's  subject  matter.  This
         Agreement may be executed in any number of counterparts,  each of which
         shall  be  deemed  to be an  original,  but  such  counterparts  shall,
         together, constitute only one instrument.

12.      Should any part of this Agreement be held invalid by a court  decision,
         statute,  rule or otherwise,  the remainder of this Agreement shall not
         be affected  thereby.  This  Agreement  shall be binding upon and shall
         inure  to the  benefit  of the  parties  hereto  and  their  respective
         successors.

13.      Any notice, advice   or   report to be given pursuant to this Agreement
         shall be delivered or mailed:

         To the Adviser at:

         Branch Banking and Trust Company
         434 Fayetteville Street Mall
         Raleigh, NC 27601

         To the Sub-Adviser at:

         Wellington Management Company, LLP
         Attn: Regulatory Affairs Department
         75 State Street
         Boston, MA 02109

         To the Trust or the Portfolio at:

         The Arbor Fund
         101 Federal Street
         Boston, MA 02110


<PAGE>



14.      Where the  effect of a  requirement  of the 1940 Act  reflected  in any
         provision of this  Agreement is altered by a rule,  regulation or order
         of the  Commission,  whether of special  or general  application,  such
         provision  shall be  deemed to  incorporate  the  effect of such  rule,
         regulation or order.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.


BRANCH BANKING AND TRUST COMPANY

By:__________________________________


Title:_______________________________

WELLINGTON MANAGEMENT COMPANY, LLP

By:__________________________________

Title:_______________________________

THE ARBOR FUND

By:__________________________________

Title:_______________________________

<PAGE>

                                 THE ARBOR FUND
                            C/O SEI INVESTMENTS, INC.
                            One Freedom Valley Drive
                                 Oaks, PA 19456

                           OVB Equity Income Portfolio

                           PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
                                November 30, 2000

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE ARBOR FUND

         The undersigned  Shareholder(s) of  The Arbor Fund (the "Trust") hereby
appoint(s) Laurie Brooks,  Timothy Barto and Kristen Keefer,  each of them (with
full power of  substitution),  the proxy or proxies of the undersigned to attend
the Special Meeting of  Shareholders  (the "Meeting") of the Trust to be held on
Thursday,  November 30, 2000, and any adjournments  thereof,  to vote all of the
shares of the Trust  that the signer  would be  entitled  to vote if  personally
present at the Meeting and on any other matters brought before the Meeting,  all
as set forth in the Notice of Special Meeting of Shareholders.  Said proxies are
directed to vote or refrain  from  voting  pursuant  to the Proxy  Statement  as
checked below.

All properly  executed  proxies will be voted as directed  herein by the signing
Shareholder(s).  If no  direction  is  given  when the  duly  executed  proxy is
returned, such shares will be voted FOR the Proposal.

Please date, sign and return promptly.

To Vote by Internet

1)       Read the Proxy Statement and have the Proxy Card below at hand.
2)       Go to Web site www.proxyvote.com.
3)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

To Vote by Mail

1)       Read the Proxy Statement and Proxy Card below at hand.
2)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.
3)       Return the Proxy Card to the address provided.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS.
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.


OVB EQUITY INCOME PORTFOLIO

The undersigned  acknowledges  receipt with this proxy of a copy of the Notice
of Special Meeting of  Shareholders  and the Proxy Statement of the Board of
Trustees.


Vote On Proposal

1.       To  consider  and vote  upon a  proposal  to  approve  a new  advisory
         agreement  between  the  Trust,  on  behalf of the  Funds,  and  Branch
         Banking and Trust Company.

         For          Against          Abstain

Your signature(s) on this proxy should be exactly as your name or names appear
on this proxy.  If the shares are held jointly,  each holder should sign. If
signing is by attorney, executor, administrator,  trustee or guardian, please
print your full title below your signature.


Dated: _____________2000            Dated: _____________2000

----------------------------------  --------------------------------------
Signature                           Signature



<PAGE>


                                 THE ARBOR FUND
                            C/O SEI INVESTMENTS, INC.
                            One Freedom Valley Drive
                                 Oaks, PA 19456

                       OVB Capital Appreciation Portfolio

                           PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
                                November 30, 2000

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE ARBOR FUND

         The undersigned  Shareholder(s) of  The Arbor Fund (the "Trust") hereby
appoint(s) Laurie Brooks,  Timothy Barto and Kristen Keefer,  each of them (with
full power of  substitution),  the proxy or proxies of the undersigned to attend
the Special  Meeting of  Shareholders (the "Meeting") of the Trust to be held on
Thursday,  November 30, 2000, and any adjournments  thereof,  to vote all of the
shares of the Trust  that the signer  would be  entitled  to vote if  personally
present at the Meeting and on any other matters brought before the Meeting,  all
as set forth in the Notice of Special Meeting of Shareholders.  Said proxies are
directed to vote or refrain  from  voting  pursuant  to the Proxy  Statement  as
checked below.

All properly  executed  proxies will be voted as directed  herein by the signing
Shareholder(s).  If no  direction  is  given  when the  duly  executed  proxy is
returned, such shares will be voted FOR the Proposal.

Please date, sign and return promptly.

To Vote by Internet

1)       Read the Proxy Statement and have the Proxy Card below at hand.
2)       Go to Web site www.proxyvote.com.
3)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

To Vote by Mail

1)       Read the Proxy Statement and Proxy Card below at hand.
2)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

3)       Return the Proxy Card to the address provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

OVB Capital Appreciation Portfolio

         The undersigned  acknowledges  receipt with this proxy of a copy of the
Notice of Special Meeting of  Shareholders  and the Proxy Statement of the Board
of Trustees.


Vote On Proposal

1.       To  consider  and  vote  upon a  proposal  to  approve  a new  advisory
         agreement  between  the Trust,  on  behalf  of  the Funds,  and  Branch
         Banking and Trust Company.

         For          Against          Abstain


Your signature(s) on this proxy should be exactly as your name or names appear
on this proxy.  If the shares are held jointly,  each holder should sign. If
signing is by attorney, executor, administrator,  trustee or guardian, please
print your full title below your signature.


Dated: _____________2000            Dated: _____________2000

----------------------------------  --------------------------------------
Signature                           Signature


<PAGE>


                                 THE ARBOR FUND
                            C/O SEI INVESTMENTS, INC.
                            One Freedom Valley Drive
                                 Oaks, PA 19456

                       OVB Government Securities Portfolio

                           PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
                                November 30, 2000

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE ARBOR FUND

         The undersigned  Shareholder(s) of  The Arbor Fund (the "Trust") hereby
appoint(s) Laurie Brooks,  Timothy Barto and Kristen Keefer,  each of them (with
full power of  substitution),  the proxy or proxies of the undersigned to attend
the Special Meeting of  Shareholders  (the "Meeting") of the Trust to be held on
Thursday,  November 30, 2000, and any adjournments  thereof,  to vote all of the
shares of the Trust  that the signer  would be  entitled  to vote if  personally
present at the Meeting and on any other matters brought before the Meeting,  all
as set forth in the Notice of Special Meeting of Shareholders.  Said proxies are
directed to vote or refrain  from  voting  pursuant  to the Proxy  Statement  as
checked below.

All properly  executed  proxies will be voted as directed  herein by the signing
Shareholder(s).  If no  direction  is  given  when the  duly  executed  proxy is
returned, such shares will be voted FOR the Proposal.

Please date, sign and return promptly.

To Vote by Internet

1)       Read the Proxy Statement and have the Proxy Card below at hand.
2)       Go to Web site www.proxyvote.com.
3)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

To Vote by Mail

1)       Read the Proxy Statement and Proxy Card below at hand.
2)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.
3)       Return the Proxy Card to the address provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

OVB Government Securities Portfolio

         The undersigned  acknowledges  receipt with this proxy of a copy of the
Notice of Special Meeting of  Shareholders  and the Proxy Statement.

Vote On Proposal

1.       To  consider  and  vote  upon a  proposal  to  approve  a new  advisory
         agreement  between  the Trust,  on  behalf  of  the Funds,  and  Branch
         Banking and Trust Company.

         For          Against          Abstain

Your signature(s) on this proxy should be exactly as your name or names appear
on this proxy.  If the shares are held jointly,  each holder should sign. If
signing is by attorney, executor, administrator,  trustee or guardian, please
print your full title below your signature.


Dated: _____________2000            Dated: _____________2000

----------------------------------  --------------------------------------
Signature                           Signature


<PAGE>


                                 THE ARBOR FUND
                            C/O SEI INVESTMENTS, INC.
                            One Freedom Valley Drive
                                 Oaks, PA 19456

                  OVB West Virginia Tax-Exempt Income Portfolio

                           PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
                                November 30, 2000

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE ARBOR FUND

         The undersigned  Shareholder(s) of The Arbor Fund (the "Trust")  hereby
appoint(s) Laurie Brooks,  Timothy Barto and Kristen Keefer,  each of them (with
full power of  substitution),  the proxy or proxies of the undersigned to attend
the Special Meeting of  Shareholders  (the "Meeting") of the Trust to be held on
Thursday,  November 30, 2000, and any adjournments  thereof,  to vote all of the
shares of the Trust  that the signer  would be  entitled  to vote if  personally
present at the Meeting and on any other matters brought before the Meeting,  all
as set forth in the Notice of Special Meeting of Shareholders.  Said proxies are
directed to vote or refrain  from  voting  pursuant  to the Proxy  Statement  as
checked below.

All properly  executed  proxies will be voted as directed  herein by the signing
Shareholder(s).  If no  direction  is  given  when the  duly  executed  proxy is
returned, such shares will be voted FOR the Proposal.

Please date, sign and return promptly.

To Vote by Internet

1)       Read the Proxy Statement and have the Proxy Card below at hand.
2)       Go to Web site www.proxyvote.com.
3)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

To Vote by Mail

1)       Read the Proxy Statement and Proxy Card below at hand.
2)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

3)       Return the Proxy Card to the address provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

OVB West Virginia Tax-Exempt Income Portfolio

         The undersigned  acknowledges  receipt with this proxy of a copy of the
Notice of Special Meeting of  Shareholders  and the Proxy Statement.

Vote On Proposal

1.       To  consider  and  vote  upon a  proposal  to  approve  a new  advisory
         agreement  between  the Trust,  on behalf  of  the  Funds,  and  Branch
         Banking and Trust Company.

         For          Against          Abstain

Your signature(s) on this proxy should be exactly as your name or names appear
on this proxy.  If the shares are held jointly,  each holder should sign. If
signing is by attorney, executor, administrator,  trustee or guardian, please
print your full title below your signature.


Dated: _____________2000            Dated: _____________2000

----------------------------------  --------------------------------------
Signature                           Signature


<PAGE>


                                 THE ARBOR FUND
                            C/O SEI INVESTMENTS, INC.
                            One Freedom Valley Drive
                                 Oaks, PA 19456

                         OVB Prime Obligations Portfolio

                           PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
                                November 30, 2000

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE ARBOR FUND

         The undersigned  Shareholder(s) of  The Arbor Fund (the "Trust") hereby
appoint(s) Laurie Brooks,  Timothy Barto and Kristen Keefer,  each of them (with
full power of  substitution),  the proxy or proxies of the undersigned to attend
the Special Meeting of  Shareholders  (the "Meeting") of the Trust to be held on
Thursday,  November 30, 2000, and any adjournments  thereof,  to vote all of the
shares of the Trust  that the signer  would be  entitled  to vote if  personally
present at the Meeting and on any other matters brought before the Meeting,  all
as set forth in the Notice of Special Meeting of Shareholders.  Said proxies are
directed to vote or refrain  from  voting  pursuant  to the Proxy  Statement  as
checked below.

All properly  executed  proxies will be voted as directed  herein by the signing
Shareholder(s).  If no  direction  is  given  when the  duly  executed  proxy is
returned, such shares will be voted FOR the Proposal.

Please date, sign and return promptly.

To Vote by Internet

1)       Read the Proxy Statement and have the Proxy Card below at hand.
2)       Go to Web site www.proxyvote.com.
3)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

To Vote by Mail

1)       Read the Proxy Statement and Proxy Card below at hand.
2)       Enter the 12-digit control number set forth on the Proxy Card and
         follow the simple instructions.

3)       Return the Proxy Card to the address provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS.
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

OVB Prime Obligations Portfolio


         The undersigned  acknowledges  receipt with this proxy of a copy of the
Notice of Special Meeting of  Shareholders  and the Proxy Statement of the Board
of Trustees.


Vote On Proposal

1.       To  consider  and  vote  upon a  proposal  to  approve  a new  advisory
         agreement  between  the Trust,  on  behalf of  the  Funds,  and  Branch
         Banking and Trust Company.

         For          Against          Abstain

2.       To consider and vote upon a  proposal  to  approve a new   sub-advisory
         agreement  between  and  among   Branch   Banking   and  Trust Company,
         Wellington  Management  Company  and  the  Trust, on  behalf of the OVB
         Prime Obligations Portfolio.

         For          Against          Abstain

Your signature(s) on this proxy should be exactly as your name or names appear
on this proxy.  If the shares are held jointly,  each holder should sign. If
signing is by attorney, executor, administrator,  trustee or guardian, please
print your full title below your signature.


Dated: _____________2000            Dated: _____________2000

----------------------------------  --------------------------------------
Signature                           Signature



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