<PAGE>
THE ARBOR FUND
AMENDED AND RESTATED RULE 18f-3
MULTIPLE CLASS PLAN
MAY 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 only 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
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
<PAGE>
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
<TABLE>
<CAPTION>
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MONEY MARKET PORTFOLIOS
-------------------------------------
CLASS A CLASS B
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<S> <C> <C> <C>
Prime Obligation Money Market Portfolio X
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<CAPTION>
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NON-MONEY MARKET PORTFOLIOS
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<S> <C> <C> <C>
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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</TABLE>
<PAGE>
SCHEDULE B
The OVB Funds
<TABLE>
<CAPTION>
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--------------------------------
MONEY MARKET PORTFOLIOS
CLASS A CLASS B
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<S> <C> <C>
Prime Obligations Portfolio X X
-------------------------------------------------------------------------------------
<CAPTION>
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NON-MONEY MARKET PORTFOLIOS
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<S> <C> <C>
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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</TABLE>
<PAGE>
SCHEDULE C
Hancock Horizon Family of Funds
<TABLE>
<CAPTION>
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----------------------------------------------------
MONEY MARKET FUNDS INSTITUTIONAL
TRUST CLASS A CLASS C SWEEP
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<S> <C> <C> <C> <C>
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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</TABLE>
<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 "Plan") 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.
