THE ARBOR FUND
Amended and Restated Rule 18f-3
Multiple Class Plan
November 2000
The Arbor Fund (the "Trust"), a registered investment company that consists of a
number of separately managed funds, has elected to rely on Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act"), in offering
multiple classes of shares in each fund listed on Schedules attached hereto
(each a "Fund" and together the "Funds").
A. Attributes of Share Classes
1. The rights of each class of shares of the Funds shall be as set
forth in the respective Certificate of Class Designation for each
class (each a "Certificate") as each such Certificate is attached
as Exhibits hereto.
2. With respect to each class of shares created hereunder, each
share of a Fund will represent an equal PRO RATA interest in
the Fund and will have identical terms and conditions, except
that: (i) each new class will have a different class name
(or other designation) that identifies the class as separate
from any other class; (ii) each class will be offered and sold
to investors meeting the qualifications set forth in the
Certificate and disclosed in the Trust's prospectus(es); (iii)
each class will separately bear any distribution fees that
are payable in connection with a distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act (a "Distribution
Plan"), and separately bear any service fees ("service
fees") that are payable under any service agreement entered
into with respect to that class which are not contemplated by
or within the scope of the Distribution Plan; (iv) each class
may bear, consistent with rulings and other published statements
of position by the Internal Revenue Service, the expenses
of the Fund's operations which are directly attributable to
such class ("Class Expenses"); and (v) shareholders of each
class will have exclusive voting rights regarding any matter
submitted to shareholders that relates solely to such class
(such as a Distribution Plan or service agreement relating to
such class), and will have separate voting rights on any matter
submitted to shareholders in which the interests of that class
differ from the interests of any other class.
B. Expense Allocations
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1. With respect to each Fund, the expenses of each class shall be
allocated as follows: (i) any Rule 12b-1 fees relating to a
particular class of shares associated with a Distribution Plan or
service fees relating to a particular class of shares are (or
will be) borne exclusively by that class; (ii) any incremental
transfer agency fees relating to a particular class are (or will
be) borne exclusively by that class; and (iii) Class Expenses
relating to a particular class are (or will be) borne exclusively
by that class.
2. Non-class specific expenses shall be allocated in accordance
with Rule 18f-3(c).
C. Amendment of Plan; Periodic Review
1. This Plan must be amended, as necessary, to properly describe
(through additional Exhibits hereto) any new class of shares
approved by the Board.
2. The Board of Trustees of the Trust, including a majority of the
Trustees who are not "interested persons" of the Trust as defined
in the 1940 Act, must review this Plan at least annually for its
continued appropriateness, and must approve any material
amendment of the Plan as it relates to any class covered by the
Plan. In approving any material amendment to the Plan, the
Trustees, including a majority of the Trustees who are not
interested persons of the Trust, must find that the amendment is
in the best interests of each class individually and the Trust as
a whole.
<PAGE>
Schedule A
Golden Oak Family of Funds
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MONEY MARKET PORTFOLIOS Class A Class B
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Prime Obligation Money Market Portfolio X
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NON-MONEY MARKET PORTFOLIOS
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Small Cap Value X
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International Equity Fund X
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Growth Portfolio
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Value Portfolio
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Tax Managed Equity Portfolio
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Intermediate-Term Income Portfolio
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Michigan Tax Free Bond Portfolio
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<PAGE>
Schedule B
The OVB Funds
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MONEY MARKET PORTFOLIOS Class A Class B
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Prime Obligations Portfolio X X
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NON-MONEY MARKET PORTFOLIOS
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Capital Appreciation Portfolio X X
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Equity Income Portfolio X X
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West Virginia Tax-Exempt Income Portfolio X X
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Government Securities Portfolio X X
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<PAGE>
Schedule C
Hancock Horizon Family of Funds
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Institutional
MONEY MARKET FUNDS Trust Class A Class C Sweep
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Treasury Securities
Money Market Fund X X -- X
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Tax Exempt Money
Market Fund X X -- --
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NON-MONEY MARKET FUNDS
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Strategic Income Bond Fund X X X --
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Growth and Income Fund X X X --
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Growth Equity Fund X X X --
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<PAGE>
Exhibit A
GOLDEN OAK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION
Institutional Shares
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES
Institutional Shares are sold without a load or sales charge and
are not subject to a Rule 12b-1 fee.
2. ELIGIBILITY OF PURCHASERS
Institutional Shares require a minimum initial investment of
$1,000,000 for financial institutions investing for their own or
their customers' accounts.
3. EXCHANGE PRIVILEGES
Institutional Shares of each Fund may be exchanged for
Institutional Shares of each other Golden Oak Fund in accordance
with the procedures disclosed in the Fund's Prospectus and subject
to any applicable limitations resulting from the closing of Funds
to new investors.
4. VOTING RIGHTS
Each Institutional Share shareholder will have one vote for each
full Institutional Share held and a fractional vote for each
fractional Institutional Share held. Institutional Share
shareholders will have exclusive voting rights regarding any matter
submitted to shareholders that relates solely to Institutional
Shares (such as a distribution plan or service agreement relating
to Institutional Shares), and will have separate voting rights on
any other matter submitted to shareholders in which the interests
of the Institutional Share shareholders differ from the interests
of holders of any other class.
5. CONVERSION RIGHTS
Institutional Shares do not have a conversion feature.
<PAGE>
Exhibit B
GOLDEN OAK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class A
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class A are sold with a load or sales charge (as described in the
prospectus) and may be subject to a Rule 12b-1 fee. The Trust, on
behalf of the Fund, will make monthly payments to the Distributor
under the Distribution Plan approved by the Board of Trustees at an
annual rate of up to .25% of each Fund's average daily net assets
attributable to Class A Shares. The Distributor will use its fee
for expenses associated with the promotion and sale of the Fund's
Class A Shares including, without limitation, travel and
communication expenses and expenses for the compensation of and
benefits for sales personnel.
2. ELIGIBILITY OF PURCHASERS
Class A Shares are available to individual and institutional
investors and may require a minimum initial investment (as
described in the prospectus).
3. EXCHANGE PRIVILEGES
Class A Shares may be exchanged for Class A Shares of each other
Golden Oak Fund in accordance with the procedures disclosed in the
Fund's Prospectus and subject to any applicable limitations
resulting from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class A Share shareholder will have one vote for each full
Class A Share held and a fractional vote for each fractional Class
A Share held. Class A Shares shareholders will have exclusive
voting rights regarding any matter submitted to shareholders that
relates solely to the Class A Shares (such as a distribution plan
or service agreement relating to the Class A Shares), and will have
separate voting rights on any other matter submitted to
shareholders in which the interests of the Class A Shares
shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
Class A Shares do not have a conversion feature.
<PAGE>
Exhibit C
GOLDEN OAK FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class B
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class B Shares are sold subject to a contingent deferred sales
charge (as described in the prospectus), and may be subject to a
Rule 12b-1 fee and a shareholder servicing fee. The Trust, on
behalf of each Fund, will make monthly payments to the Distributor
under the Distribution and Service Plan (the "Plan") approved by
the Board of Trustees at an annual rate of up to 1.00% of each
Fund's average daily net assets attributable to the Class B Shares.
The Distributor will use .75% of the fee for expenses associated
with the promotion and sale of the Fund's Class B Shares,
including, without limitation, travel and communication expenses
and expenses for the compensation of and benefits for sales
personnel. The Distributor will use .25% of the fee it receives in
connection with its provision of shareholder or account maintenance
services, or to compensate service providers for providing ongoing
account maintenance and other services to Class B Shares
shareholders (including, where applicable, any underlying
beneficial owners) identified in the Plan.
2. ELIGIBILITY OF PURCHASERS
Class B Shares are available to individual and institutional
investors and may require a minimum initial investment (as
described in the prospectus).
3. EXCHANGE PRIVILEGES
Class B Shares may be exchanged for Class B Shares of each other
Golden Oak Fund in accordance with the procedures disclosed in the
Fund's Prospectus and subject to any applicable limitations
resulting from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class B Shares shareholder will have one vote for each full
Class B Share held and a fractional vote for each fractional Class
B Share held. Class B Shares shareholders will have exclusive
voting rights regarding any matter submitted to shareholders that
relates solely to the Class B Shares (such as a distribution plan
or service agreement relating to the Class B Shares), and will have
separate voting rights on any other matter submitted to
shareholders in which the interests of the Class B Shares
shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
Class B Shares of a Fund will automatically convert into Class A
Shares of that Fund without a sales charge after the period of time
set forth from the acquisition of the Class B Shares. The
conversion will take place at the respective net asset values of
each of the classes. At that time in the prospectus Class B Shares
will no longer be subject to the higher distribution and service
fees. When Class B Shares of a Fund convert, any other Class B
Shares that were acquired by the reinvestment of dividends and
distributions attributable to such Shares will also convert into
Class A.
<PAGE>
Exhibit D
THE OVB FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class A
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES
Class A Shares are sold without a load or sales charge and are not
subject to a Rule 12b-1 fee.
2. ELIGIBILITY OF PURCHASERS
Class A Shares require a minimum initial investment of $100,000.
Class A Shares are available to both individual and institutional
investors.
3. EXCHANGE PRIVILEGES
Class A of each Fund may be exchanged for Class A of each other OVB
Fund in accordance with the procedures disclosed in the Fund's
Prospectus and subject to any applicable limitations resulting from
the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class A Shares shareholder will have one vote for each full
Class A Share held and a fractional vote for each fractional Class
A Share held. Class A shareholders will have exclusive voting
rights regarding any matter submitted to shareholders that relates
solely to Class A Shares (such as a distribution plan or service
agreement relating to Class A Shares), and will have separate
voting rights on any other matter submitted to shareholders in
which the interests of the Class A Shares shareholders differ from
the interests of holders of any other class.
5. CONVERSION RIGHTS
Class A Shares do not have a conversion feature.
<PAGE>
Exhibit E
THE OVB FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class B
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class B Shares are sold without a load or sales charge, but are
subject to a Rule 12b-1 fee. The Trust, on behalf of each Fund,
will make monthly payments to the Distributor under the
Distribution Plan approved by the Board of Trustees at an annual
rate of up to .25% of each Fund's average daily net assets
attributable to the Class B Shares. The Distributor will use its
fee for expenses associated with the promotion and sale of the
Fund's Class B Shares including, without limitation, travel and
communication expenses and expenses for the compensation of and
benefits for sales personnel.
2. ELIGIBILITY OF PURCHASERS
Class B Shares are available to both individual and institutional
investors and may require a minimum initial investment (as
described in the prospectus).
3. EXCHANGE PRIVILEGES
Class B Shares may be exchanged for Class B Shares of each other
OVB Fund in accordance with the procedures disclosed in the Fund's
Prospectus and subject to any applicable limitations resulting from
the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class B Shares shareholder will have one vote for each full
Class B Share held and a fractional vote for each fractional Class
B Share held. Class B Shares shareholders will have exclusive
voting rights regarding any matter submitted to shareholders that
relates solely to the Class B Shares (such as a distribution plan
or service agreement relating to the Class B Shares), and will have
separate voting rights on any other matter submitted to
shareholders in which the interests of the Class B Shares
shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
Class B Shares do not have a conversion feature.
<PAGE>
Exhibit F
HANCOCK HORIZON FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION
Trust Class
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS, OTHER EXPENSES
Trust Class Shares ("Trust Shares") are sold without a load or
sales charge and are not subject to a Rule 12b-1 fee.
2. ELIGIBILITY OF PURCHASERS
Trust Shares are for Hancock Bank's Trust customers and may be
subject to purchase limitations.
3. Exchange Privileges
Trust Shares of each Fund may be exchanged for Trust Shares of each
other Hancock Horizon Fund in accordance with the procedures
disclosed in the Fund's Prospectus and subject to any applicable
limitations resulting from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Trust Share shareholder will have one vote for each full Trust
Share held and a fractional vote for each fractional Trust Share
held. Trust shareholders will have exclusive voting rights
regarding any matter submitted to shareholders that relates solely
to Trust Shares (such as a distribution plan or service agreement
relating to Trust Shares), and will have separate voting rights on
any other matter submitted to shareholders in which the interests
of the Trust Share shareholders differ from the interests of
holders of any other class.
5. CONVERSION RIGHTS
Trust Shares do not have a conversion feature.
<PAGE>
Exhibit G
HANCOCK HORIZON FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class A
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class A Shares may be sold with a load or sales charge (as
described in the prospectus) and may be subject to Rule 12b-1 fees.
The Trust, on behalf of each Fund, will make monthly payments to
the Distributor under the Distribution Plan approved by the Board
of Trustees.
Tax Exempt Money Market Fund .25%
The Distributor will use its fee for expenses associated with the
promotion and sale of the Fund's Class A Shares including, without
limitation, travel and communication expenses and expenses for the
compensation of and benefits for sales personnel. Class A Shares
also may be subject to shareholder servicing fees (as described in
the prospectus and shareholder service plan).
2. ELIGIBILITY OF PURCHASERS
Class A Shares are available to individual and institutional
investors and may require a minimum initial investment (as
described in the prospectus).
3. EXCHANGE PRIVILEGES
Class A Shares may be exchanged for Class A Shares of each other
Hancock Horizon Fund in accordance with the procedures disclosed in
the Fund's Prospectus and subject to any applicable limitations
resulting from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class A Share shareholder will have one vote for each full
Class A Share held and a fractional vote for each fractional Class
A Share held. Class A Shares shareholders will have exclusive
voting rights regarding any matter submitted to shareholders that
relates solely to the Class A Shares (such as a distribution plan
or service agreement relating to the Class A Shares), and will have
separate voting rights on any other matter submitted to
shareholders in which the interests of the Class A Share
shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
Class A Shares do not have a conversion feature.
<PAGE>
Exhibit H
HANCOCK HORIZON FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION
Class C
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class C Shares are subject to a Rule 12b-1 fee. The Trust, on
behalf of each Fund, will make monthly payments to the Distributor
under the Distribution Plan ("the APlan") approved by the Board of
Trustees at an annual rate of up to .75% of each Fund's average
daily net assets attributable to the Class C Shares. The
Distributor will use its fee for expenses associated with the
promotion and sale of the Fund's Class C Shares, including, without
limitation, travel and communication expenses and expenses for the
compensation of and benefits for sales personnel. Class C Shares
also may be subject to shareholder servicing fees (as described in
the prospectus and shareholder service plan).
2. ELIGIBILITY OF PURCHASERS
Class C Shares are available to individual and institutional
investors and may require a minimum initial investment (as
described in the prospectus).
3. EXCHANGE PRIVILEGES
Class C Shares may be exchanged for Class C Shares of each other
Hancock Horizon Fund in accordance with the procedures disclosed in
the Fund's Prospectus and subject to any applicable limitations
resulting from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Class C Share shareholder will have one vote for each full
Class C Share held and a fractional vote for each fractional Class
C Share held. Class C Share shareholders will have exclusive voting
rights regarding any matter submitted to shareholders that relates
solely to the Class C Shares (such as a distribution plan or
service agreement relating to the Class C Shares), and will have
separate voting rights on any other matter submitted to
shareholders in which the interests of the Class C Share
shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
Class C Shares do not have a conversion feature.
<PAGE>
Exhibit I
HANCOCK HORIZON FAMILY OF FUNDS
CERTIFICATE OF CLASS DESIGNATION
Institutional Sweep Class
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Institutional Sweep Class Shares ("Institutional Sweep Shares")
sold without a load or sales charges and are not subject to a Rule
12b-1 fee. Institutional Sweep Shares may be subject to shareholder
servicing fees (as described in the prospectus and shareholder
services plan).
2. ELIGIBILITY OF PURCHASERS
Institutional Sweep Shares are for institutional investors and may
be subject to purchase limitations or require a minimum initial
investment amount (as described in the prospectus).
3. EXCHANGE PRIVILEGES
Institutional Sweep Shares do not have exchange privileges.
4. VOTING RIGHTS
Each Institutional Sweep Share shareholder will have one vote for
each full Institutional Sweep Share held and a fractional vote for
each fractional Institutional Sweep Share held. Institutional Sweep
Share shareholders will have exclusive voting rights regarding any
matter submitted to shareholders that relates solely to the
Institutional Sweep Shares (such as a distribution plan or service
agreement relating to the Institutional Sweep Shares), and will
have separate voting rights on any other matter submitted to
shareholders in which the interests of the Institutional Sweep
Share shareholders differ from the interests of holders of any
other class.
5. CONVERSION RIGHTS
Institutional Sweep Shares do not have a conversion feature.
