ARBOR FUND, 497, 2000-06-02

ARBOR FUND
497, 2000-06-02

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prospectus

[Tower Graphic Omitted]

Hancock Family of Funds

MAY 31, 2000

Treasury Securities Money Market Fund

Tax Exempt Money Market Fund

TRUST CLASS SHARES

ADVISED BY

Hancock Bank

The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a
criminal offense.

The Arbor Fund

<PAGE>

ABOUT THIS PROSPECTUS

The Hancock Horizon Family of Funds is a mutual fund family that offers
different classes of shares in separate investment portfolios (Funds). The Funds
have individual investment goals and strategies. This prospectus gives you
important information about the Trust Class Shares of the Treasury Securities
Money Market Fund and the Tax Exempt Money Market Fund that you should know
before investing. Please read this prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN THAT IS COMMON TO EACH OF THE
FUNDS. FOR MORE DETAILED INFORMATION ABOUT EACH FUND, PLEASE SEE:

Page
TREASURY SECURITIES MONEY MARKET FUND 2
TAX EXEMPT MONEY MARKET FUND 4
MORE INFORMATION ABOUT RISK 5
MORE INFORMATION ABOUT FUND INVESTMENTS 6
INVESTMENT ADVISER AND SUB-ADVISER 6
PORTFOLIO MANAGER 6
PURCHASING AND SELLING FUND SHARES 7
DIVIDENDS AND DISTRIBUTIONS 8
TAXES 8
HOW TO OBTAIN MORE INFORMATION ABOUT
THE HANCOCK HORIZON FAMILY OF FUNDS Back Cover

<PAGE>

RISK/RETURN INFORMATION COMMON TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help a
Fund achieve its goal. Still, investing in each Fund involves risk and there is
no guarantee that a Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job an investment manager does, you could lose money on your investment in a
fund, just as you could with other investments. A FUND SHARE IS NOT A BANK
DEPOSIT AND IT IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY GOVERNMENT
AGENCY.

TREASURY SECURITIES MONEY MARKET FUND

FUND SUMMARY

INVESTMENT GOAL Preserve principal value and maintain a high degree of liquidity
while providing current income
--------------------------------------------------------------------------------
INVESTMENT FOCUS Money market instruments issued by the U.S. Treasury
--------------------------------------------------------------------------------
SHARE PRICE VOLATILITY As a money market fund, the Fund seeks to maintain a
stable share price of $1.00
--------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Invest exclusively in short-term obligations of
the U.S. Treasury and repurchase agreements involving such obligations
--------------------------------------------------------------------------------
INVESTOR PROFILE Conservative investors who want to receive current income
through a liquid investment
--------------------------------------------------------------------------------

INVESTMENT STRATEGY OF THE TREASURY SECURITIES MONEY MARKET FUND

The Fund invests exclusively in short-term money market instruments issued by
the U.S. Treasury and backed by its full faith and credit, and repurchase
agreements involving such obligations. The Fund will maintain an average dollar
weighted maturity of 90 days or less, and will only acquire securities that have
a remaining maturity of 397 days or less. The Adviser actively manages the
maturity of the Fund based on current market interest rates and its outlook on
the various economic factors which influence the market for short-term fixed
income instruments and future interest rate predictions.

<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE TREASURY SECURITIES MONEY MARKET FUND

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates. A FUND SHARE
IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY
GOVERNMENT AGENCY. In addition, although a money market fund seeks to keep a
constant price per share of $1.00, you may lose money by investing in the Fund.

Although the Fund's U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

PERFORMANCE INFORMATION

The Fund is new and, therefore, did not have performance information at the time
this prospectus was printed.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
--------------------------------------------------------------------------------
TRUST CLASS
SHARES

Investment Advisory Fees 0.40%

Distribution and Service (12b-1) Fees None

Other Expenses 0.30%
-----
Total Annual Fund Operating Expenses 0.70%*

Fee Waivers and Expense

Reimbursements (0.12%)
-----
Net Expenses 0.58%

*The Fund's Adviser has contractually agreed to waive fees and reimburse
expenses in order to keep total operating expenses from exceeding the Net
Expenses shown above for a period of one year from the date of this prospectus.

For more information about these fees, see "Investment Adviser and Sub-Adviser"
and "Distribution of Fund Shares."

--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period.

The Example also assumes that each year your investment has a 5% return, Fund
operating expenses remain the same and you reinvest all dividends and
distributions. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:

1 YEAR 3 YEARS

$59 $212

<PAGE>

TAX EXEMPT MONEY MARKET FUND

FUND SUMMARY

INVESTMENT GOAL Preserve principal value and maintain a high degree of liquidity
while providing current income exempt from federal income tax
--------------------------------------------------------------------------------
INVESTMENT FOCUS U.S. municipal money market securities
--------------------------------------------------------------------------------
SHARE PRICE VOLATILITY As a money market fund, the Fund seeks to maintain a
stable share price of $1.00
--------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Investing in high quality short-term U.S.
municipal securities that pay interest exempt from federal income tax
--------------------------------------------------------------------------------
INVESTOR PROFILE Conservative taxable investors who want to receive current
income through a liquid investment exempt from federal income tax
--------------------------------------------------------------------------------

INVESTMENT STRATEGY OF THE TAX EXEMPT MONEY MARKET FUND

The Fund invests substantially all of its assets (at least 80%) in a broad range
of high quality short-term municipal money market securities that pay interest
exempt from federal income tax. The issuer of these securities may be state and
local governments and agencies located in any of the fifty states, the District
of Columbia, Puerto Rico, and other U.S. territories and possessions. The Fund's
portfolio will be well diversified among these issuers and will be comprised
only of short-term securities that are rated in one of the two highest
short-term credit rating categories, or unrated securities determined by the
Adviser to be of comparable quality. The Fund intends to invest as much of its
assets as possible in securities that are not subject to federal income taxes,
including the alternative minimum tax, but it can purchase a limited amount of
taxable securities. The Fund will maintain an average dollar-weighted portfolio
maturity of 90 days or less, and will only buy securities that have a remaining
maturity of 397 days or less.

The Adviser has engaged Weiss, Peck & Greer, L.L.C. as sub-adviser (Sub-Adviser)
to manage the Fund on a day-to-day basis. The Sub-Adviser's investment selection
process seeks to add value through a strategy that takes advantage of the
inefficient nature of the municipal securities market rather than attempting to
predict interest rate movements. Securities are chosen based on the issuer's
financial condition, the financial condition of any person or company which
guarantees the credit of the issuer, liquidity and competitive yield. The Fund
attempts to avoid purchasing or holding securities that are subject to a decline
in credit quality of the issue through careful credit screening, as well as
ongoing monitoring of each issuer and any person or company providing credit
support.

PRINCIPAL RISKS OF INVESTING IN THE TAX EXEMPT MONEY MARKET FUND

There may be economic or political changes that impact the ability of municipal
issuers to repay principal and to make interest payments on municipal
securities. Changes in the financial condition or credit rating of municipal
issuers also may adversely affect the value of the Fund's securities.

Since the Fund may purchase securities supported by credit enhancements from
banks and other financial institutions, changes in the credit quality of these
institutions could cause losses to the Fund and affect its share price.

PERFORMANCE INFORMATION

The Fund is new and, therefore, did not have performance information at the time
this prospectus was printed.

<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

Investment Advisory Fees 0.50%

Distribution and Service (12b-1) Fees None

Other Expenses 0.35%
-----
Total Annual Fund Operating Expenses 0.85%*

Fee Waivers and Expense
Reimbursements (0.20%)
-----
Net Expenses 0.65%

For more information about these fees, see "Investment Adviser and Sub-Adviser"
and "Distribution of Fund Shares."

1 YEAR 3 YEARS
$66 $251

MORE INFORMATION ABOUT RISK

--------------------------------------------------------------------------------
FIXED INCOME RISK
TREASURY SECURITIES MONEY MARKET FUND
TAX EXEMPT MONEY MARKET FUND
--------------------------------------------------------------------------------
The market value of fixed income investments change in response to interest rate
changes and other factors. During periods of falling interest rates, the values
of outstanding fixed income securities generally rise. Moreover, while
securities with longer maturities tend to produce higher yields, the prices of
longer maturity securities are also subject to greater market fluctuations as a
result of changes in interest rates. In addition to these fundamental risks,
different types of fixed income securities may be subject to the following
additional risks:

CREDIT RISK - TAX EXEMPT MONEY MARKET FUND - The possibility that an issuer
will be unable to make timely payments of either principal or interest.

MUNICIPAL ISSUER RISK - TAX EXEMPT MONEY MARKET FUND - There may be economic
or political changes that impact the ability of municipal issuers to repay
principal and to make interest payments on municipal securities. Changes to
the financial condition or credit rating of municipal issuers may also
adversely affect the value of the Fund's municipal securities. Constitutional
or legislative limits on borrowing by municipal issuers may result in reduced
supplies of municipal securities. Moreover, certain municipal securities are
backed only by a municipal issuer's ability to levy and collect taxes.

<PAGE>

MORE INFORMATION ABOUT FUND INVESTMENTS

In addition to the investments and strategies described in this prospectus, each
Fund also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in the Fund's Statement of
Additional Information.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, each Fund may invest up to 100%
of its assets in cash or money market instruments that would not ordinarily be
consistent with a Fund's objectives. A Fund will do so only if the Adviser or
Sub-Adviser believes that the risk of loss outweighs the opportunity for higher
income. Of course, we cannot guarantee that any Fund will achieve its investment
goal.

INVESTMENT ADVISER AND SUB-ADVISER

The Adviser makes investment decisions for the Funds and continuously reviews,
supervises and administers each Fund's respective investment program.

In addition, the Adviser oversees the Sub-Adviser to ensure compliance with the
Tax Exempt Money Market Fund's investment policies and guidelines, and monitors
the Sub-Adviser's adherence to its investment style. The Adviser pays the
Sub-Adviser out of the investment advisory fees it receives (described below).

The Board of Trustees of the Funds supervises the Adviser and establishes
policies that the Adviser must follow in its management activities.

Hancock Bank serves as the Adviser to the Funds. Hancock Bank is headquartered
in Gulfport, Mississippi and has provided banking, trust and financial services
to individuals and businesses since 1899. As of January 31, 2000, Hancock Bank
had approximately $2.5 billion in assets. The Adviser is entitled to receive
0.40% of the Treasury Securities Money Market Fund's and 0.50% of the Tax Exempt
Money Market Fund's average daily net assets for its investment advisory
services, but may receive less due to its waivers.

Weiss, Peck & Greer, L.L.C. (WPG), One New York Plaza, New York, NY 10004,
serves as the Sub-Adviser and manages the Tax Exempt Money Market Fund on a
day-to-day basis. WPG was founded in 1970, and engages in investment management,
venture capital management and management buyouts. Since its founding, WPG has
been active in managing portfolios of tax exempt securities. WPG selects, buys
and sells securities for the Fund under the supervision of the Adviser and the
Board of Trustees.

ADDITIONAL COMPENSATION

Hancock Bank and its affiliates may act as fiduciary or provide services in
various non-fiduciary capacities with respect to plans subject to the Employee
Retirement Income Security Act of 1974 (ERISA) and other trust and agency
accounts that invest in the Funds. Hancock Bank may also receive compensation
for acting as the Funds' investment adviser in cases where the compensation is
not duplicative of the compensation those accounts pay for fiduciary and
non-fiduciary services. Hancock Bank and its affiliates also receive
compensation in connection with the following:

CUSTODY SERVICES. Hancock Bank serves as custodian to the Funds, and for such
services is paid an annual fee payable from the Funds' assets of .03% of each
Fund's average daily net assets.

TRANSFER AGENCY SERVICES. Hancock Bank provides transfer agency services to the
Funds. For providing these services, Hancock Bank is paid an annual fee payable
from the Funds' assets of $5,000 per class of each Fund.

PORTFOLIO MANAGER

Gerald Dugal serves as Director of Fixed Income and Trading for Hancock Bank and
is responsible for managing the Treasury Securities Money Market Fund. He is
also responsible for the management of the Strategic Income Bond Fund, which is
offered in a separate prospectus. He has more than 14 years of investment
experience. Prior to joining Hancock Bank in 1998, Mr. Dugal served in a similar
capacity for First Commerce Corporation.

<PAGE>

PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase and sell (sometimes called "redeem")
Trust Class Shares of the Funds.

Trust Class Shares are for Hancock Bank's trust customers.

HOW TO PURCHASE FUND SHARES

You may buy shares through accounts with investment professionals and financial
institutions that are authorized to place trades in Fund shares for their
customers. If you invest through an authorized institution, you will have to
follow its procedures, which may be different from the procedures for investing
directly. Your investment professional or institution may charge a fee for its
services, in addition to the fees charged by the Fund. You will also generally
have to address your correspondence or questions regarding a Fund to your
institution.

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange, Hancock
Bank and the Federal Reserve are open for business (a Business Day).

A Fund may reject any purchase order if it is determined that accepting the
order would not be in the best interests of the Fund or its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after a Fund receives your purchase order.

The Funds calculate their NAV once each Business Day at 12:00 p.m., Eastern
time. So, for you to be eligible to receive dividends declared on the day you
submit your purchase order, a Fund generally must receive your order and federal
funds (readily available funds) before 12:00 p.m., Eastern time.

HOW WE CALCULATE NAV

NAV for one Fund share is the value of that share's portion of the net assets of
the Fund.

In calculating NAV, each Fund generally values its investment portfolio using
the amortized cost valuation method, which is described in detail in our
Statement of Additional Information. If this method is determined to be
unreliable during certain market conditions or for other reasons, a Fund may
value its portfolio at market price or fair value prices may be determined in
good faith using methods approved by the Board of Trustees.

HOW TO SELL YOUR FUND SHARES

If you own your shares through an account with an investment professional or
other institution, contact that investment professional or institution to sell
your shares. Your investment professional or institution may charge a fee for
its services, in addition to the fees charged by the Fund.

The sale price of each share will be the next NAV determined after the Fund
receives your request.

RECEIVING YOUR MONEY

Normally, we will send your sale proceeds within seven Business Days after we
receive your request. Your proceeds can be wired to your bank account (subject
to a wire fee) or sent to you by check. IF YOU RECENTLY PURCHASED YOUR SHARES BY
CHECK OR THROUGH ACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK
HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).

REDEMPTIONS IN KIND

We generally pay sale (redemption) proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Fund's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is highly unlikely that your shares would ever be
redeemed in kind, but if they were you would probably have to pay transaction
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

A Fund may suspend your right to sell your shares during times when trading on
the NYSE is restricted or halted, or otherwise as permitted by the SEC. More
information about this is in our Statement of Additional Information.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Each Fund declares dividends daily and distributes its income monthly. Each Fund
makes distributions of capital gains, if any, at least annually. If you own Fund
shares on a Fund's record date, you will be entitled to receive the
distribution.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify your investment professional or institution in writing prior to the
date of the distribution. Your election will be effective for dividends and
distributions paid after the Fund receives your written notice. To cancel your
election, simply send your investment professional or institution written
notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Funds and their shareholders. This summary is based on current
tax laws, which may change.

Each Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE OF FUND SHARES IS A TAXABLE EVENT.

The Tax Exempt Money Market Fund intends to distribute federally tax-exempt
income. The Fund may invest a portion of its assets in securities that generate
taxable income for federal or state income taxes. Income exempt from federal tax
may be subject to state and local taxes. Any capital gains distributed by the
Fund may be taxable.

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

<PAGE>

NOTES NOTES

<PAGE>

NOTES NOTES

<PAGE>

HANCOCK HORIZON
FAMILY OF FUNDS

INVESTMENT ADVISER
Hancock Bank
One Hancock Plaza
P.O. Box 4019
Gulfport, Mississippi 39502

DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP

More information about each Fund is available without charge
through the following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated May 31, 2000, includes detailed information about the Hancock
Horizon Family of Funds. The SAI is on file with the SEC and is incorporated
by reference into this prospectus. This means that the SAI, for legal
purposes, is a part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list each Fund's holdings and contain information from the
Funds' managers about strategies, and recent market conditions and trends
and their impact on Fund performance. The reports also contain detailed
financial information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT,
OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-522-6542, EXT. 4400

BY MAIL: Write to us
Hancock Bank Trust & Financial Services Group
One Hancock Plaza
P.O. Box 4019
Gulfport, Mississippi 39502

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual
reports, as well as other information about The Arbor Fund, from the Edgar
database on the SEC's website ("HTTP://WWW.SEC.GOV"). You may review and copy
documents at the SEC Public Reference Room in Washington, DC (for information on
the operation of the Public Reference Room, call 202-942-8090). You may request
documents by mail from the SEC, upon payment of a duplicating fee, by writing
to: Securities and Exchange Commission, Public Reference Section, Washington, DC
20549-0102. You may also obtain this information, upon payment of a duplicating
fee, by e-mailing the SEC at the following address: [email protected]. The
Arbor Fund's Investment Company Act registration number is 811-7102.

<PAGE>

Wall Street Savvy,
Main Street Touch.

[Hancock Logo Omitted]
FOR MORE INFORMATION CALL 1.800.522.6542 EXT.4400
WWW.HANCOCKBANK.COM

prospectus

[Tower Graphic Omitted]

Hancock Family of Funds

MAY 31, 2000

Treasury Securities Money Market Fund
Tax Exempt Money Market Fund

CLASS A SHARES

ADVISED BY

Hancock Bank

The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a
criminal offense.

The Arbor Fund

<PAGE>

ABOUT THIS PROSPECTUS

The Hancock Horizon Family of Funds is a mutual fund family that offers
different classes of shares in separate investment portfolios (Funds). The Funds
have individual investment goals and strategies. This prospectus gives you
important information about the Class A Shares of the Treasury Securities Money
Market Fund and Tax Exempt Money Market Fund that you should know before
investing. Please read this prospectus and keep it for future reference.

Page
TREASURY SECURITIES MONEY MARKET FUND 2
TAX EXEMPT MONEY MARKET FUND 4
MORE INFORMATION ABOUT RISK 5
MORE INFORMATION ABOUT FUND INVESTMENTS 6
INVESTMENT ADVISER AND SUB-ADVISER 6
PORTFOLIO MANAGER 7
PURCHASING AND SELLING FUND SHARES 7
DISTRIBUTION OF FUND SHARES 9
DIVIDENDS AND DISTRIBUTIONS 9
TAXES 9
HOW TO OBTAIN MORE INFORMATION ABOUT
THE HANCOCK HORIZON FAMILY OF FUNDS Back Cover

<PAGE>

RISK/RETURN INFORMATION COMMON TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

TREASURY SECURITIES MONEY MARKET FUND

FUND SUMMARY

INVESTMENT STRATEGY OF THE TREASURY SECURITIES MONEY MARKET FUND

<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE TREASURY SECURITIES MONEY MARKET FUND

Although the Fund's U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

PERFORMANCE INFORMATION

The Fund is new and, therefore, did not have performance information at the time
this prospectus was printed.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

CLASS A
SHARES

Investment Advisory Fees 0.40%

Distribution and Service (12b-1) Fees 0.25%

Other Expenses 0.55%
-----
Total Annual Fund Operating Expenses 1.20%*

Fee Waivers and Expense

Reimbursements (0.12%)
-------
Net Expenses 1.08%

* The Fund's Adviser has contractually agreed to waive fees and reimburse
expenses in order to keep total operating expenses from exceeding the
Net Expenses shown above for a period of one year from the date of this
prospectus.

For more information about these fees, see "Investment Adviser and Sub-Adviser"
and "Distribution of Fund Shares."

1 YEAR 3 YEARS
$110 $369

<PAGE>

TAX EXEMPT MONEY MARKET FUND

FUND SUMMARY

INVESTMENT STRATEGY OF THE TAX EXEMPT MONEY MARKET FUND

The Fund invests substantially all of its assets (at least 80%) in a broad range
of high quality short-term municipal money market securities that pay interest
exempt from federal income tax. The issuers of these securities may be state and
local governments and agencies located in any of the fifty states, the District
of Columbia, Puerto Rico, and other U.S. territories and possessions. The Fund's
portfolio will be well diversified among these issuers and will be comprised
only of short-term securities that are rated in one of the two highest credit
rating categories, or unrated securities determined by the Adviser to be of
comparable quality. The Fund intends to invest as much of its assets as possible
in securities that are not subject to federal taxes, including the alternative
minimum tax, but it can purchase a limited amount of taxable securities. The
Fund will maintain an average dollar-weighted portfolio maturity of 90 days or
less, and will only buy securities that have a remaining maturity of 397 days or
less.

PRINCIPAL RISKS OF INVESTING IN THE TAX EXEMPT MONEY MARKET FUND

PERFORMANCE INFORMATION

The Fund is new and, therefore, did not have performance information at the time
this prospectus was printed.

<PAGE>

FUND FEES AND EXPENSES

CLASS A
SHARES

Investment Advisory Fees 0.50%

Distribution and Service (12b-1) Fees None

Other Expenses 0.60%
-----
Total Annual Fund Operating Expenses 1.10%*

Fee Waivers and Expense

Reimbursements (0.20%)
-----
Net Expenses 0.90%

* The Fund's Adviser has contractually agreed to waive fees and reimburse
expenses in order to keep total operating expenses from exceeding the
Net Expenses for a period of one year from the date of this prospectus.

For more information about these fees, see "Investment Adviser and Sub-Adviser"
and "Distribution of Fund Shares."

1 YEAR 3 YEARS
$92 $329

MORE INFORMATION ABOUT RISK

CREDIT RISK - TAX EXEMPT MONEY MARKET FUND - The possibility that an issuer
will be unable to make timely payments of either principal or interest.

<PAGE>

MORE INFORMATION ABOUT FUND INVESTMENTS

INVESTMENT ADVISER AND SUB-ADVISER

The Adviser makes investment decisions for the Funds and continuously reviews,
supervises and administers each Fund's respective investment program.

In addition, the Adviser oversees the Sub-Adviser to ensure compliance with the
Tax Exempt Money Market Fund's investment policies and guidelines, and monitors
the Sub-Adviser's adherence to its investment style. The Adviser pays the
Sub-Adviser out of the Investment Advisory fees it receives (described below).

The Board of Trustees of the Funds supervises the Adviser and establishes
policies that the Adviser must follow in its management activities.

ADDITIONAL COMPENSATION

CUSTODY SERVICES. Hancock Bank serves as custodian to the Funds, and for such
services is paid an annual fee payable from the Funds' assets of .03% of each
Fund's average daily net assets.

DISTRIBUTION AND SERVICING FEES. To the extent that Class A Shares are held
through Hancock Bank or any of its affiliates providing custodial, brokerage or
investment-related services, including Hancock Investment Services, Inc.
(H.I.S., Inc.), those entities may receive the distribution and servicing fees,
payable from the Funds' assets, applicable to that class of shares.

H.I.S., Inc., member NASD and SIPC, is a wholly owned brokerage subsidiary of
Hancock Bank.

SHAREHOLDER SERVICING FEES. To the extent that Class A Shares are held through
Hancock Bank or any of its affiliates providing custodial, brokerage or
investment-related services, including Hancock Investment Services, Inc., those
entities may receive shareholding servicing fees, payable from the Funds'
assets, of up to .25% of each Fund's average daily net assets.

<PAGE>

PORTFOLIO MANAGER

PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase and sell (sometimes called "redeem")
Class A Shares of the Funds.

HOW TO PURCHASE FUND SHARES

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange, Hancock
Bank and the Federal Reserve are open for business (a Business Day).

A Fund may reject any purchase order if it is determined that accepting the
order would not be in the best interests of the Fund or its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after a Fund receives your purchase order.

HOW WE CALCULATE NAV

NAV for one Fund share is the value of that share's portion of the net assets of
the Fund.

MINIMUM PURCHASES

To purchase Class A Shares for the first time, you must invest in any Fund at
least $1,000. Your subsequent investments in a Fund must be made in amounts of
at least $50. A Fund may accept investments of smaller amounts at its
discretion.
7

<PAGE>

HOW TO SELL YOUR FUND SHARES

The sale price of each share will be the next NAV determined after the Fund
receives your request.

RECEIVING YOUR MONEY

Normally, we will send your sale proceeds within one Business Day after we
receive your request. Your proceeds will be wired to your bank account. IF YOU
RECENTLY PURCHASED YOUR SHARES BY CHECK OR THROUGH ACH, REDEMPTION PROCEEDS MAY
NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM
YOUR DATE OF PURCHASE).

REDEMPTIONS IN KIND

INVOLUNTARY SALES OF YOUR SHARES

If your account balance drops below $1,000 or the minimum level required by your
cash management agreement, you may be required to sell your shares. But, we will
always give you at least 60 days' written notice to give you time to add to your
account and avoid the sale of your shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

HOW TO EXCHANGE YOUR SHARES

You may exchange shares on any Business Day through your financial institution
by mail or telephone. Exchange requests must be for an amount of at least
$1,000.

You may exchange Class A Shares of any Hancock Horizon Fund for Class A
Shares of any other Hancock Horizon Fund. If you exchange shares that you
purchased without a sales charge or with a lower sales charge into a Fund with a
sales charge or with a higher sales charge, the exchange is subject to an
incremental sales charge (e.g., the difference between the lower and higher
applicable sales charges). If you exchange shares into a Fund with the same,
lower or no sales charge there is no incremental sales charge for the exchange.

You may exchange your shares up to 10 times during a calendar year. To avoid
excessive short-term trading or market timing activity, which can negatively
impact other shareholders, you may be charged a fee for each additional exchange
should you exchange your shares more than 10 times during a year. You will be
notified before any fee is charged.

IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU MAY NOT BE ABLE TO
EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS
FROM YOUR DATE OF PURCHASE). This exchange privilege may be changed or canceled
at any time upon 30 days' notice.

When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after the Fund receives your exchange request.

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although the Fund has certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, the Fund is not responsible for any losses or costs incurred by
following telephone instructions we reasonably believe to be genuine. If you or
your financial institution transact with the Fund over the telephone, you will
generally bear the risk of any loss.

<PAGE>

DISTRIBUTION OF FUND SHARES

The Treasury Securities Money Market Fund has adopted a distribution plan that
allows the Fund to pay distribution and service fees for the sale and
distribution of its shares, and for services provided to shareholders. Because
these fees are paid out of a Fund's assets continuously, over time these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges. Distribution fees, as a percentage of average
daily net assets are 0.25%.

DIVIDENDS AND DISTRIBUTIONS

Class A shareholders automatically receive dividends and distributions in the
form of additional Fund shares unless you elect to receive payment in cash. To
elect cash payment, you must notify the Fund in writing prior to the date of the
distribution. Your election will be effective for dividends and distributions
paid after the Fund receives your written notice. To cancel your election,
simply send the Fund written notice.

TAXES

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

<PAGE>

NOTES NOTES

<PAGE>

HANCOCK HORIZON
FAMILY OF FUNDS

INVESTMENT ADVISER
Hancock Bank
One Hancock Plaza
P.O. Box 4019
Gulfport, Mississippi 39502

DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP

More information about each Fund is available without charge
through the following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

ANNUAL AND SEMI-ANNUAL REPORTS

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT,
OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-738-2625, EXT. 7200

BY MAIL: Write to us
Hancock Trust Operations/Transfer Agent
301 Main Street
Baton Rouge, LA 70816

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual
reports, as well as other information about The Arbor Fund, from the EDGAR
Database on the SEC'S WEBSITE ("HTTP://WWW.SEC.GOV"). You may review and copy
documents at the SEC Public Reference Room in Washington, DC (for information
on the operation of the Public Reference Room, call 202-942-8090). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-0102. You may also obtain this INFORMATION, UPON PAYMENT OF
A DUPLICATING FEE, BY E-MAILING THE SEC AT THE FOLLOWING ADDRESS:
[email protected]. The Arbor Fund's Investment Company Act registration number
is 811-7102.

<PAGE>

Wall Street Savvy,
Main Street Touch.

[Hancock Logo Omitted]

FOR MORE INFORMATION CALL 1.800.738.2625 EXT.7200

WWW.HANCOCKBANK.COM

[prospectus Graphic Omitted]

[Tower Graphic Omitted]

[Horizon script Graphic Omitted]

MAY 31, 2000

Treasury Securities Money Market Fund

INSTITUTIONAL SWEEP CLASS SHARES

ADVISED BY
Hancock Bank

The Securities and Exchange Commission has not
approved or disapproved these securities or
passed upon the adequacy of this prospectus.
Any representation to the contrary is a
criminal offense.

The Arbor Fund

<PAGE>

ABOUT THIS PROSPECTUS

The Hancock Horizon Family of Funds is a mutual fund family that offers
different classes of shares in separate investment portfolios (Funds). The Fund
has individual investment goals and strategies. This prospectus gives you
important information about the Institutional Sweep Class Shares of the Treasury
Securities Money Market Fund that you should know before investing. Please read
this prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. FOR MORE DETAILED INFORMATION ABOUT THE FUND,
PLEASE SEE:

Page
TREASURY SECURITIES MONEY MARKET FUND 2
MORE INFORMATION ABOUT RISK 3
MORE INFORMATION ABOUT FUND INVESTMENTS 4
INVESTMENT ADVISER 4
PORTFOLIO MANAGER 4
PURCHASING AND SELLING FUND SHARES 5
DIVIDENDS AND DISTRIBUTIONS 6
TAXES 6
HOW TO OBTAIN MORE INFORMATION ABOUT
THE HANCOCK HORIZON FAMILY OF FUNDS Back Cover

<PAGE>

TREASURY SECURITIES
MONEY MARKET FUND

FUND SUMMARY

INVESTMENT STRATEGY OF THE TREASURY SECURITIES MONEY MARKET FUND
The Fund invests exclusively in short-term money market instruments issued by
the U.S. Treasury and backed by its full faith and credit, and repurchase
agreements involving such obligations. The Fund will maintain an average dollar
weighted maturity of 90 days or less, and will only acquire securities that have
a remaining maturity of 397 days or less. The Adviser actively manages the
maturity of the Fund based on current market interest rates and its outlook on
the various economic factors which influence the market for short-term fixed
income instruments and future interest rate predictions.

PRINCIPAL RISKS OF INVESTING IN THE TREASURY SECURITIES MONEY MARKET FUND

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling INTEREST RATES. A FUND SHARE
IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY
GOVERNMENT AGENCY. In addition, although a money market fund seeks to keep a
constant price per share of $1.00, you may lose money by investing in the Fund.

Although the Fund's U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

PERFORMANCE INFORMATION
The Fund is new and, therefore, did not have performance information at the time
this prospectus was printed.

<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES
DEDUCTED FROM FUND ASSETS)
--------------------------------------------------------------------------------

INSTITUTIONAL SWEEP
CLASS SHARES

Investment Advisory Fees 0.40%
Distribution and Service (12b-1) Fees None
Other Expenses 0.55%
-----
Total Annual Fund Operating Expenses 0.95%*
Fee Waivers and Expense Reimbursements (0.12%)
-----
Net Expenses 0.83%

*The Fund's Adviser has contractually agreed to waive fees and reim-
burse expenses in order to keep total operating expenses from exceeding Net
Expenses shown above for a period of one year from the date of this prospectus.

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

1 YEAR 3 YEARS

$85 $290

MORE INFORMATION ABOUT RISK

The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

The Fund has its own investment goal and strategies for reaching that goal. The
investment manager invests Fund assets in a way that they believe will help the
Fund achieve its goal. Still, investing in the Fund involves risk and there is
no guarantee that the Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job an investment manager does, you could lose money on your investment in the
Fund, just as you could with other investments. A FUND SHARE IS NOT A BANK
DEPOSIT AND IT IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY GOVERNMENT
AGENCY.

--------------------------------------------------------------------------------
FIXED INCOME RISK
--------------------------------------------------------------------------------
The market value of fixed income investments change in response to interest rate
changes and other factors. During periods of falling interest rates, the values
of outstanding fixed income securities generally rise. Moreover, while
securities with longer maturities tend to produce higher yields, the prices of
longer maturity securities are also subject to greater market fluctuations as a
result of changes in interest rates.

<PAGE>

MORE INFORMATION ABOUT FUND INVESTMENTS

The Fund's investments and strategies are described in more detail in the Fund's
Statement of Additional Information.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, each Fund may invest up to 100%
of its assets in cash or money market instruments that would not ordinarily be
consistent with a Fund's objectives. A Fund will do so only if the Adviser
believes that the risk of loss outweighs the opportunity for higher income. Of
course, we cannot guarantee that any Fund will achieve its investment goal.

INVESTMENT ADVISER

The Adviser makes investment decisions for the Fund and continuously reviews,
supervises and administers the Fund's investment program.

The Board of Trustees of the Funds supervises the Adviser and establishes
policies that the Adviser must follow in its management activities.

Hancock Bank serves as the Adviser to the Funds. Hancock Bank is headquartered
in Gulfport, Mississippi and has provided banking, trust and financial services
to individuals and businesses since 1899. As of January 31, 2000, Hancock Bank
had approximately $2.5 billion in assets. The Adviser is entitled to receive
0.40% of the Treasury Securities Money Market Fund's average daily net assets
for its investment advisory services, but may receive less due to its waivers.

ADDITIONAL COMPENSATION

CUSTODY SERVICES. Hancock Bank serves as custodian to the Funds, and for such
services is paid an annual fee payable from the Funds' assets of .03% of each
Fund's average daily net assets.

SHAREHOLDER SERVICING FEES. To the extent that Institutional Sweep Class Shares
are held through Hancock Bank or any of its affiliates providing custodial,
brokerage or investment-related services, including Hancock Investment Services,
Inc. (H.I.S., Inc.), those entities may receive shareholding servicing fees,
payable from the Funds' assets, of up to .25% of each Fund's average daily net
assets.

H.I.S., Inc., member NASD and SIPC, is a wholly owned brokerage subsidiary of
Hancock Bank.

PORTFOLIO MANAGER

Gerald Dugal serves as Director of Fixed Income and Trading for Hancock Bank and
is responsible for managing the Treasury Securities Money Market Fund and is
also responsible for the management of the Strategic Income Bond Fund, which is
offered in a separate prospectus. He has more than 14 years of investment
experience. Prior to joining Hancock Bank in 1998, Mr. Dugal served in a similar
capacity for First Commerce Corporation.

<PAGE>

PURCHASING AND SELLING
FUND SHARES

This section tells you how to purchase and sell (sometimes called "redeem")
Institutional Sweep Class Shares of the Funds. Shares are for investors
participating in cash sweep and cash management programs offered through the
Hancock Bank Trust & Financial Services Group.

HOW TO PURCHASE FUND SHARES

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange, Hancock
Bank and the Federal Reserve are open for business (a Business Day).

The Fund may reject any purchase order if it is determined that accepting the
order would not be in the best interests of the Fund or its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives your purchase order.

The Fund calculates its NAV once each Business Day at 12:00 p.m., Eastern time.
So, for you to be eligible to receive dividends declared on the day you submit
your purchase order, the Fund generally must receive your order and federal
funds (readily available funds) before 12:00 p.m., Eastern time.

HOW WE CALCULATE NAV

NAV for one Fund share is the value of that share's portion of the net assets of
the Fund.

In calculating NAV, the Fund generally values its investment portfolio using the
amortized cost valuation method, which is described in detail in our Statement
of Additional Information. If this method is determined to be unreliable during
certain market conditions or for other reasons, the Fund may value its portfolio
at market price or fair value prices may be determined in good faith using
methods approved by the Board of Trustees.

MINIMUM PURCHASES

Hancock Bank may require cash management account customers to maintain minimum
banking account levels in order to participate in the cash management account
program. The minimum levels are subject to the terms of your cash management
account agreement with Hancock Bank. In general, however, if your banking
account falls below the minimum amount, your shares in the Fund may be redeemed
or you may be charged additional fees.

HOW TO SELL YOUR FUND SHARES

Shareholders may sell shares by following procedures established when they
opened their account or accounts. If you have questions, call 1-800-522-6542,
EXT. 4400.

The sale price of each share will be the next NAV determined after the Fund
receives your request.
5

<PAGE>

RECEIVING YOUR MONEY

REDEMPTIONS IN KIND

INVOLUNTARY SALES OF YOUR SHARES

If your account balance drops below the minimum level required in your cash
management account agreement with Hancock Bank because of redemptions, you may
be required to sell your shares. But, we will always give you at least 60 days'
written notice to give you time to add to your account and avoid the sale of
your shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

DIVIDENDS AND DISTRIBUTIONS

The Fund declares dividends daily and distributes its income monthly. The Fund
makes distributions of capital gains, if any, at least annually. If you own Fund
shares on a Fund's record date, you will be entitled to receive the
distribution.

Institutional Sweep Class shareholders will automatically receive dividends and
distributions in the form of additional Fund shares unless you elect to receive
payment in cash. To elect cash payment, you must notify the Fund in writing
prior to the date of the distribution. Your election will be effective for
dividends and distributions paid after the Fund receives your written notice.
To cancel your election, simply send the Fund written notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Fund and its shareholders. This summary is based on current tax
laws, which may change.

The Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from the Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE OF FUND SHARES IS A TAXABLE EVENT.

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

<PAGE>

HANCOCK HORIZON
FAMILY OF FUNDS

INVESTMENT ADVISER

Hancock Bank
One Hancock Plaza
P.O. Box 4019
Gulfport, Mississippi 39502

DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP

More information about each Fund is available without charge
through the following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list each Fund's holdings and contain information from the
Funds' managers about strategies, and recent market conditions and trends and
their impact on Fund performance. The reports also contain detailed financial
information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT,
OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-522-6542, EXT. 4400

BY MAIL: Write to us
Hancock Bank Trust & Financial Services Group
One Hancock Plaza
P.O. Box 4019
Gulfport, Mississippi 39502

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual
reports, as well as other information about The Arbor Fund, from the EDGAR
Database on the SEC'S website ("HTTP://WWW.SEC.GOV"). You may review and copy
documents at the SEC Public Reference Room in Washington, DC (for information
on the operation of the Public Reference Room, call 202-942-8090). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-0102. You may also obtain this information, upon
payment of a duplicating fee, by e-mailing the SEC at the following
address: [email protected]. The Arbor Fund's Investment Company Act
registration number is 811-7102.

<PAGE>

Wall Street Savvy,
Main Street Touch.

[Hancock Logo Omitted]

FOR MORE INFORMATION CALL 1.800.522.6542 EXT.4400

WWW.HANCOCKBANK.COM

prospectus

[Tower Graphic Omitted]

Hancock Family of Funds

May 31, 2000

Strategic Income Bond Fund
Growth and Income Fund

Trust Class, Class A and Class C Shares

Advised By
Hancock Bank

The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a
criminal offense.

The Arbor Fund

<PAGE>

ABOUT THIS PROSPECTUS

The Hancock Horizon Family of Funds is a mutual fund family that offers
different classes of shares in separate investment portfolios (Funds). The Funds
have individual investment goals and strategies. This prospectus gives you
important information about the Trust Class, Class A and Class C Shares of the
Strategic Income Bond Fund and Growth and Income Fund that you should know
before investing. Please read this prospectus and keep it for future reference.

Trust Class, Class A and Class C Shares have different expenses and other
characteristics, allowing you to choose the class that best suits your needs.
You should consider the amount you want to invest, how long you plan to have it
invested, and whether you plan to make additional investments.

Page

STRATEGIC INCOME BOND FUND 2
GROWTH AND INCOME FUND 4
MORE INFORMATION ABOUT RISK 6
MORE INFORMATION ABOUT FUND INVESTMENTS 6
INVESTMENT ADVISER 7
PORTFOLIO MANAGERS 7
PURCHASING, SELLING AND EXCHANGING
FUND SHARES 7
DISTRIBUTION OF FUND SHARES 11
DIVIDENDS AND DISTRIBUTIONS 11
TAXES 12
HOW TO OBTAIN MORE INFORMATION ABOUT
THE HANCOCK HORIZON FAMILY OF FUNDS Back Cover

<PAGE>

RISK/RETURN INFORMATION COMMON
TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help a
Fund achieve its goal. Still, investing in each Fund involves risk and there is
no guarantee that a Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job an investment manager does, you could lose money on your investment in a
Fund, just as you could with other investments. A FUND SHARE IS NOT A BANK
DEPOSIT AND IT IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY GOVERNMENT
AGENCY.

The value of your investment in a Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities a Fund owns and the markets in which they trade. The
effect on a Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.

STRATEGIC INCOME BOND FUND

FUND SUMMARY

INVESTMENT GOAL Total return through current income and capital appreciation,
consistent with the preservation of capital
--------------------------------------------------------------------------------
INVESTMENT FOCUS Fixed income securities issued by the U.S. Treasury,
U.S. government agencies and U.S. corporations
--------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Low
--------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Investing in a mix of U.S. Treasury securities,
U.S. government agency securities, mortgage-backed securities and investment
grade corporate debt to attempt to maximize return while limiting risk
--------------------------------------------------------------------------------
INVESTOR PROFILE Conservative investors who want current income, low risk to
principal, and a total return commensurate with fixed income investing
--------------------------------------------------------------------------------

INVESTMENT STRATEGY OF THE
STRATEGIC INCOME BOND FUND

The Fund primarily invests (at least 65% of its assets) in (i) fixed income
obligations issued by the U.S. Treasury and U.S. government agencies; (ii)
mortgage-backed securities and (iii) investment grade U.S. corporate debt. In
selecting investments for the Fund, the Adviser analyzes current market
conditions and anticipated changes in bond prices to attempt to invest more of
the Fund's assets in the type of security the Adviser expects to offer the best
balance between income, the potential for appreciation and stability of
principal. The Adviser actively manages the maturity of the Fund and, under
normal circumstances, the Fund's dollar-weighted average maturity will be
between five and fifteen years. The Adviser may vary this average maturity in
anticipation of a change in the interest rate environment. There is no
restriction on the maturity of a single security. Securities will be considered
for sale in the event of or in anticipation of a credit downgrade; in order to
change the average weighted maturity of the Fund; reallocate the Fund's
investments among the above types of fixed income securities; or, to realize an
aberration in a security's market valuation.

<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE STRATEGIC INCOME BOND FUND

The prices of the Fund's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers, including governments.
Generally, the Fund's fixed income securities will decrease in value if interest
rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk.

The mortgages underlying mortgage-backed securities may be paid off early, which
makes it difficult to determine their actual maturity and therefore calculate
how they will respond to changes in interest rates. The Fund may have to
reinvest prepaid amounts at lower interest rates. This risk of prepayment is an
additional risk of mortgage-backed securities.

Although the Fund's U.S. government securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates. Obligations issued by some U.S. government agencies are
backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources.

The Fund is also subject to the risk that its investment approach, which focuses
on U.S. government and corporate fixed income securities, may perform
differently from other mutual funds which focus on different fixed income market
segments or other asset classes.

Performance Information

The Fund is new and, therefore, did not have performance information at the time
this prospectus was printed.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.
--------------------------------------------------------------------------------
Shareholder Fees (fees paid directly from your investment)
--------------------------------------------------------------------------------
TRUST CLASS CLASS A CLASS C
SHARES SHARES SHARES
Maximum Sales Charge (Load)
Imposed on Purchases(as a
percentage of offering price)* None 4.00% None

Maximum Deferred Sales Charge
(Load) (as a percentage of net
asset value) None None None

Maximum Sales Charge (Load)
Imposed on Reinvested Dividends
and other Distributions (as a
percentage of offering price) None None None

Redemption Fee (as a percentage
of amount redeemed, if applicable)** None None 1.00%

Exchange Fee None None None

* This sales charge varies depending upon how much you invest.
See "Purchasing Fund Shares."

** This redemption fee is only applicable to shares sold within nine months of
their purchase date. This fee is not a sales charge and is payable directly
to the Fund.

--------------------------------------------------------------------------------
Annual Fund Operating Expenses
(expenses deducted from Fund assets)
--------------------------------------------------------------------------------
Trust Class Class A Class C
Shares Shares Shares

Investment Advisory Fees 0.60% 0.60% 0.60%

Distribution and Service
(12b-1) Fees None None 0.75%

Other Expenses 0.33% 0.58% 0.58%
----- ----- -----

Total Annual Fund Operating
Expenses 0.93%* 1.18%* 1.93%*

Fee Waivers and Expense
Reimbursements (0.18%) (0.18%) (0.18%)
----- ----- -----

Net Expenses 0.75% 1.00% 1.75%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

<PAGE>

1 Year 3 Years

Trust Class Shares $77 $278

Class A Shares $498 $742

Class C Shares $178 $588

GROWTH AND INCOME FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation with a secondary goal of
current income
--------------------------------------------------------------------------------
INVESTMENT FOCUS Medium to large capitalization U.S. common stocks
--------------------------------------------------------------------------------
SHARE PRICE VOLATILITY Medium
--------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Investing in common stocks which the Adviser
believes to be "undervalued" based on its fundamental analysis
--------------------------------------------------------------------------------
INVESTOR PROFILE Investors who seek long-term capital appreciation and who are
willing to bear the risks of investing in equity securities
--------------------------------------------------------------------------------

INVESTMENT STRATEGY OF THE GROWTH AND INCOME FUND

The Fund invests primarily (at least 65% of its assets) in common stocks of U.S.
companies with medium to large capitalizations (in excess of $1 billion). The
Fund invests in "undervalued" companies the Adviser believes are of sound
financial quality and are actively traded in the market. While capital
appreciation is the primary purpose for investing in a company, the Fund will
emphasize companies that pay current dividends. The Adviser makes investments in
these companies based on its fundamental research and analysis of various
characteristics, including a company's sales and expense trends, market
position, historic and expected earnings and dividends. The Adviser attempts to
spread the Fund's investments across all major industry sectors, and generally
keeps the sector weighting of the Fund similar to that of its benchmark, an
equal-weighted combination of the S&P 500 Index and the S&P MidCap 400 Index.

<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE GROWTH AND INCOME FUND

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities will
fluctuate from day to day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The
prices of securities issued by such companies may suffer a decline in response.
These factors contribute to price volatility, which is the principal risk of
investing in the Fund.

The Fund is also subject to the risk that the Adviser's particular investment
style, which focuses on medium to large capitalization value stocks, may
underperform other segments of the equity markets or the equity markets as a
whole.

Performance Information

The Fund is new and, therefore, did not have performance information at the time
this prospectus was printed.

Fund Fees and Expenses

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

--------------------------------------------------------------------------------
Shareholder Fees (fees paid directly from your investment)
--------------------------------------------------------------------------------
Trust Class Class A Class C
Shares Shares Shares
Maximum Sales Charge (Load)
Imposed on Purchases(as a
percentage of offering price)* None 5.75% None

Maximum Deferred Sales Charge
(Load) (as a percentage of net
asset value) None None None

Maximum Sales Charge (Load)
Imposed on Reinvested Dividends
and other Distributions (as a
percentage of offering price) None None None

Redemption Fee (as a percentage
of amount redeemed, if applicable)** None None 1.00%

Exchange Fee None None None

* This sales charge varies depending upon how much you invest.
See "Purchasing Fund Shares."

** This redemption fee is only applicable to shares sold within nine months of
their purchase date. This fee is not a sales charge and is payable directly
to the Fund.

Investment Advisory Fees 0.80% 0.80% 0.80%

Distribution and Service
(12b-1) Fees None None 0.75%

Other Expenses 0.35% 0.60% 0.60%

Total Annual Fund Operating
Expenses 1.15%* 1.40%* 2.15%*

Fee Waivers and Expense
Reimbursements (0.15%) (0.15%) (0.15%)

Net Expenses 1.00% 1.25% 2.00%

For more information about these fees, see "Investment Adviser" and
"Distribution of Fund Shares."

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period. The Example also assumes that each year your
investment has a 5% return, Fund operating expenses remain the same and you
reinvest all dividends and distributions. Although your actual costs and returns
might be different, your approximate costs of investing $10,000 in the Fund
would be:

1 Year 3 Years

Trust Class Shares $102 $350

Class A Shares $671 $978

Class C Shares $203 $658

<PAGE>

More Information About Risk

--------------------------------------------------------------------------------
EQUITY RISK
GROWTH AND INCOME FUND
--------------------------------------------------------------------------------
Equity securities include public and privately issued equity securities, common
and preferred stocks, warrants, rights to subscribe to common stock and
convertible securities, as well as instruments that attempt to track the price
movement of equity indices. Investments in equity securities and equity
derivatives in general are subject to market risks that may cause their prices
to fluctuate over time. The value of securities convertible into equity
securities, such as warrants or convertible debt, is also affected by prevailing
interest rates, the credit quality of the issuer and any call provision.
Fluctuations in the value of equity securities in which a mutual fund invests
will cause a fund's net asset value to fluctuate. An investment in a portfolio
of equity securities may be more suitable for long-term investors who can bear
the risk of these share price fluctuations.

--------------------------------------------------------------------------------
FIXED INCOME RISK
STRATEGIC INCOME BOND FUND
--------------------------------------------------------------------------------
The market value of fixed income investments change in response to interest rate
changes and other factors. During periods of falling interest rates, the values
of outstanding fixed income securities generally rise. Moreover, while
securities with longer maturities tend to produce higher yields, the prices of
longer maturity securities are also subject to greater market fluctuations as a
result of changes in interest rates. In addition to these fundamental risks,
different types of fixed income securities may be subject to the following
additional risks:

CALL RISK -- During periods of falling interest rates, certain debt
obligations with high interest rates may be prepaid (or "called") by the
issuer prior to maturity. This may cause a Fund's average weighted maturity
to fluctuate, and may require a Fund to invest the resulting proceeds at
lower interest rates.

CREDIT RISK -- The possibility that an issuer will be unable to make timely
payments of either principal or interest.

MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are fixed income
securities representing an interest in a pool of underlying mortgage loans.
They are sensitive to changes in interest rates, but may respond to these
changes differently from other fixed income securities due to the possibility
of prepayment of the underlying mortgage loans. As a result, it may not be
possible to determine in advance the actual maturity date or average life of
a mortgage-backed security. Rising interest rates tend to discourage
refinancings, with the result that the average life and volatility of the
security will increase, exacerbating its decrease in market price. When
interest rates fall, however, mortgage-backed securities may not gain as much
in market value because of the expectation of additional mortgage prepayments
that must be reinvested at lower interest rates. Prepayment risk may make it
difficult to calculate the average maturity of a portfolio of mortgage-backed
securities and, therefore, to assess the volatility risk of that portfolio.

More Information About Fund Investments

In addition to the investments and strategies described in this prospectus, each
Fund may also invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in the Funds' Statement of
Additional Information.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, each Fund may invest up to 100%
of its assets in cash or money market instruments that would not ordinarily be
consistent with a Fund's objectives. A Fund will do so only if the Adviser
believes that the risk of loss outweighs the opportunity for capital gains or
higher income. Of course, we cannot guarantee that any Fund will achieve its
investment goal.

<PAGE>

INVESTMENT ADVISER

The Adviser makes investment decisions for the Funds and continuously reviews,
supervises and administers each Fund's respective investment program.

The Board of Trustees of the Funds supervises the Adviser and establishes
policies that the Adviser must follow in its management activities.

Hancock Bank serves as the Adviser to the Funds. Hancock Bank is headquartered
in Gulfport, Mississippi and has provided banking, trust and financial services
to individuals and businesses since 1899. As of January 31, 2000, Hancock Bank
had approximately $2.5 billion in assets. The Adviser is entitled to receive
0.60% of the Strategic Income Bond Fund's and 0.80% of the Growth and Income
Fund's average daily net assets for its investment advisory services, but may
receive less due to its waivers.

ADDITIONAL COMPENSATION

CUSTODY SERVICES. Hancock Bank serves as custodian to the Funds, and for such
services is paid an annual fee payable from the Funds' assets of .03% of each
Fund's average daily net assets.

COMMISSIONS, DISTRIBUTION AND SERVICING FEES. Brokerage firms affiliated with
Hancock Bank, including Hancock Investment Services, Inc. (H.I.S., Inc.), acting
as dealer in connection with the sale of Class A Shares of the Funds, will be
entitled to receive a commission of up to the entire amount of the sales charge.
In addition, to the extent that Class C Shares are held through Hancock Bank or
any of its affiliates providing custodial, brokerage or investment-related
services, including H.I.S., Inc., those entities may receive the distribution
and servicing fees, payable from the Funds' assets, applicable to that class of
shares.

H.I.S., Inc., member NASD and SIPC, is a wholly owned brokerage subsidiary of
Hancock Bank.

SHAREHOLDER SERVICING FEES. To the extent that Class A or Class C Shares are
held through Hancock Bank or any of its affiliates providing custodial,
brokerage or investment-related services, including H.I.S., Inc., those entities
may receive shareholding servicing fees, payable from the Funds' assets, of up
to .25% of average daily net assets attributable to Class A and Class C Shares.

Portfolio Managers

John Portwood, CFA, serves as Director of Trust Investments and Chief Investment
Strategist for Hancock Bank. He has more than 30 years of investment experience.
Prior to joining Hancock Bank in 1998, Mr. Portwood served in a similar capacity
for First Commerce Corporation.

Gerald Dugal serves as Director of Fixed Income and Trading for Hancock Bank and
is responsible for managing the Strategic Income Bond Fund. He is also
responsible for the management of the Treasury Securities Money Market Fund,
which is offered in a separate prospectus. He has more than 14 years of
investment experience. Prior to joining Hancock Bank in 1998, Mr. Dugal served
in a similar capacity for First Commerce Corporation.

David Lundgren Jr., CFA, serves as Director of Equities and Research for Hancock
Bank and is responsible for managing the Growth and Income Fund. He has more
than 10 years of investment experience. Prior to joining Hancock Bank in 1998,
Mr. Lundgren served in a similar capacity for First Commerce Corporation.

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase, sell (sometimes called "redeem") and
exchange Trust Class, Class A and Class C Shares of the Funds.

<PAGE>

HOW TO PURCHASE FUND SHARES

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange (NYSE) and
Hancock Bank are open for business (a Business Day). Shares cannot be purchased
by Federal Reserve Wire on days when either the NYSE or the Federal Reserve is
closed.

A Fund may reject any purchase order if it is determined that accepting the
order would not be in the best interests of the Fund or its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after a Fund receives your purchase order plus, in the
case of Class A Shares, the applicable front-end sales charge.

Each Fund calculates its NAV once each Business Day at the regularly-scheduled
close of normal trading on the New York Stock Exchange (normally, 4:00 p.m.,
Eastern time). So, for you to receive the current Business Day's NAV, generally
a Fund must receive your purchase order before 4:00 p.m., Eastern time.

HOW WE CALCULATE NAV

NAV for one Fund share is the value of that share's portion of the net assets of
the Fund.

In calculating NAV, a Fund generally values its investment portfolio at market
price. If market prices are unavailable or a Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.

MINIMUM PURCHASES

To purchase shares for the first time, you must invest in either Fund at least:

CLASS DOLLAR AMOUNT
Class A Shares $1,000
Class C Shares $1,000

Your subsequent investments in any Fund must be made in amounts of at least
$500.

Trust Class Shares are for Hancock Bank's trust customers.

A Fund may accept investments of smaller amounts at its discretion.

SYSTEMATIC INVESTMENT PLAN (CLASS A AND CLASS C SHARES ONLY)

If you have a checking or savings account with a bank, you may purchase Class A
and Class C Shares automatically through regular deductions from your account in
amounts of at least $250 per month.

SALES CHARGES

FRONT-END SALES CHARGES - CLASS A SHARES

The offering price of Class A Shares is the NAV next calculated after a Fund
receives your request, plus the front-end sales load.

The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:
<TABLE>
<CAPTION>

YOUR SALES CHARGE AS YOUR SALES CHARGE AS
A PERCENTAGE OF A PERCENTAGE OF YOUR
FUND IF YOUR INVESTMENT IS: OFFERING PRICE NET INVESTMENT
-------------------------------------------------------------------------------------------------------
STRATEGIC INCOME
<S> <C> <C> <C>
BOND FUND LESS THAN $50,000 4.00% 4.17%
$50,000 BUT LESS THAN $100,000 3.25% 3.36%
$100,000 BUT LESS THAN $250,000 2.50% 2.56%
$250,000 BUT LESS THAN $500,000 1.75% 1.78%
$500,000 BUT LESS THAN $1,000,000 1.50% 1.52%
$1,000,000 AND OVER 0.00% 0.00%
-------------------------------------------------------------------------------------------------------
GROWTH AND
INCOME FUND LESS THAN $50,000 5.75% 6.10%
$50,000 BUT LESS THAN $100,000 4.50% 4.71%
$100,000 BUT LESS THAN $250,000 3.50% 3.63%
$250,000 BUT LESS THAN $500,000 2.50% 2.56%
$500,000 BUT LESS THAN $1,000,000 2.00% 2.04%
$1,000,000 AND OVER 0.00% 0.00%

</TABLE>

<PAGE>

WAIVER OF FRONT-END SALES CHARGE - CLASS A SHARES

The front-end sales charge will be waived on Class A Shares purchased:

o through reinvestment of dividends and distributions;

o through a Hancock Investment Services asset allocation account;

o by persons repurchasing shares they redeemed within the last 30 days (see
Repurchase of Class A Shares);

o by investors who purchase shares with redemption proceeds (but only to the
extent of such redemption proceeds) from another investment company within 30
days of such redemption, provided that, the investors paid a front-end sales
charge on the original shares redeemed;

o by directors, employees, and members of their immediate family (living in the
same household), of Hancock Bank and its affiliates;

o by Trustees and officers of The Arbor Fund;

o through dealers, retirement plans, asset allocation programs and financial
institutions that, under their dealer agreements with the Distributor or
otherwise, do not receive any portion of the front-end sales charge.

REPURCHASE OF CLASS A SHARES

You may repurchase any amount of Class A Shares of any Fund at NAV (without the
normal front-end sales charge), up to the limit of the value of any amount of
Class A Shares (other than those which were purchased with reinvested dividends
and distributions) that you redeemed within the past 30 days. In effect, this
allows you to reacquire shares that you may have had to redeem, without
re-paying the front-end sales charge. To exercise this privilege, the Fund must
receive your purchase order within 30 days of your redemption. In addition, you
must notify your investment professional or institution when you send in your
purchase order that you are repurchasing shares.

REDUCED SALES CHARGES -- CLASS A SHARES

RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Class A Shares you already own to the
amount that you are currently purchasing. The Fund will combine the value of
your current purchases with the current value of any Class A Shares you
purchased previously for (i) your account, (ii) your spouse's account, (iii) a
joint account with your spouse, or (iv) your minor children's trust or custodial
accounts. A Trust purchasing shares for the same Trust account, trust or estate
may also use this right of accumulation. The Fund will only consider the value
of Class A Shares purchased previously that were sold subject to a sales charge.
To be entitled to a reduced sales charge based on shares already owned, you must
ask us for the reduction at the time of purchase. You must provide the Fund with
your account number(s) and, if applicable, the account numbers for your spouse
and/or children (and provide the children's ages). The Fund may amend or
terminate this right of accumulation at any time.

LETTER OF INTENT. You may purchase Class A Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase Class
A Shares of a Fund over a 13-month period and receive the same sales charge as
if you had purchased all the shares at the same time. The Fund will only
consider the value of Class A Shares sold subject to a sales charge. As a
result, shares of the Class A Shares purchased with dividends or distributions
will not be included in the calculation. To be entitled to a reduced sales
charge based on shares you intend to purchase over the 13-month period, you must
send the Fund a Letter of Intent. In calculating the total amount of purchases
you may include in your letter purchases made up to 90 days before the date of
the Letter. The 13-month period begins on the date of the first purchase,
including those purchases made in the 90-day period before the date of the
Letter. Please note that the purchase price of these prior purchases will not be
adjusted.

You are not legally bound by the terms of your Letter of Intent to purchase the
amount of shares stated in the Letter. The Letter does, however, authorize the
Funds to hold in escrow 5.0% of the total amount you intend to purchase. If you
do not complete the total intended purchase at the end of the 13-month period,
the Funds' transfer agent will redeem the necessary portion of the escrowed
shares to make up the difference between the reduced rate sales charge (based on
the amount you intended to purchase) and the sales charge that would normally
apply (based on the actual amount you purchased).

<PAGE>

COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, the Funds will combine same day purchases of Class A Shares
(that are subject to a sales charge) made by you, your spouse and your minor
children (under age 21). This combination also applies to Class A Shares you
purchase with a Letter of Intent.

GENERAL INFORMATION ABOUT SALES CHARGES

Your securities dealer is paid a commission when you buy your shares and is paid
a servicing fee as long as you hold your shares. Your securities dealer or
servicing agent may receive different levels of compensation depending on which
Class of shares you buy.

From time to time, some financial institutions, including brokerage firms
affiliated with the Adviser, may be reallowed up to the entire sales charge.
Firms that receive a reallowance of the entire sales charge may be considered
underwriters for the purpose of federal securities law.

The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide cash or non-cash
compensation as recognition for past sales or encouragement for future sales
that may include the following: merchandise, travel expenses, prizes, meals, and
lodgings, and gifts that do not exceed $100 per year, per individual.

HOW TO SELL YOUR FUND SHARES

If you would like to sell $100,000 or more of your shares or wish to close your
account or send your sale proceeds to a third-party, please notify the Fund in
writing and include a signature guarantee by a bank or other financial
institution (a notarized signature is not sufficient). Additionally, a signature
guaranteed letter from you is required if your account registration has changed
in the previous 30 days, if funds are being sent to an address other than the
address of record, or if the check is made payable to someone other than the
account holder.

The sale price of each share will be the next NAV determined after the Fund
receives your request.

Class C Shares will be subject to a 1.00% redemption fee if sold within nine
months of their purchase.

SYSTEMATIC WITHDRAWAL PLAN (CLASS A AND CLASS C SHARES ONLY)

If you have at least $10,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $100 from any Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a bank, electronically transferred to your account.

RECEIVING YOUR MONEY

REDEMPTIONS IN KIND

INVOLUNTARY SALES OF YOUR SHARES

If your account balance drops below the required minimum you may be required to
sell your shares. The account balance minimums are:

CLASS DOLLAR AMOUNT
Class A Shares $1,000
Class C Shares $1,000

<PAGE>

But, we will always give you at least 60 days' written notice to give you time
to add to your account and avoid the sale of your shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Fund may suspend your right to sell your shares during times when trading on
the NYSE is restricted or halted, or otherwise as permitted by the SEC. More
information about this is in our Statement of Additional Information.

HOW TO EXCHANGE YOUR SHARES

You may exchange shares on any Business Day through your financial institution
by mail or telephone. Exchange requests must be for an amount of at least
$1,000.

TRUST CLASS SHARES

You may exchange Trust Class Shares of any Hancock Horizon Fund for Trust Class
Shares of any other Hancock Horizon Fund.

CLASS A SHARES

You may exchange Class A Shares of any Hancock Horizon Fund for Class A Shares
of any other Hancock Horizon Fund. If you exchange shares that you purchased
without a sales charge or with a lower sales charge into a Fund with a sales
charge or with a higher sales charge, the exchange is subject to an incremental
sales charge (e.g., the difference between the lower and higher applicable sales
charges). If you exchange shares into a Fund with the same, lower or no sales
charge there is no incremental sales charge for the exchange.

CLASS C SHARES

You may exchange Class C Shares of any Hancock Horizon Fund for Class C Shares
of any other Hancock Horizon Fund.

TELEPHONE TRANSACTIONS

DISTRIBUTION OF FUND SHARES

Each Fund has adopted a distribution plan that allows Class C Shares of the Fund
to pay distribution and service fees for the sale and distribution of its
shares, and for services provided to shareholders. Because these fees are paid
out of a Fund's assets continuously, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges. Distribution fees for Class C Shares, as a percentage of average daily
net assets, are 0.75%.

DIVIDENDS AND DISTRIBUTIONS

Each Fund declares and distributes its income as follows:

Strategic Income Bond Fund Declared and Distributed Monthly
Growth and Income Fund Declared and Distributed Quarterly

Each Fund makes distributions of capital gains, if any, at least annually. If
you own Fund shares on a Fund's record date, you will be entitled to receive the
distribution.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Fund in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the Fund
receives your written notice. To cancel your election, simply send the Fund
written notice.

<PAGE>

TAXES

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

NOTES

<PAGE>

NOTES

<PAGE>

NOTES

<PAGE>

NOTES

HANCOCK HORIZON
FAMILY OF FUNDS

INVESTMENT ADVISER
Hancock Bank
One Hancock Plaza
P.O. Box 4019
Gulfport, Mississippi 39502

DISTRIBUTOR
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP

More information about each Fund is available without charge
through the following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI dated May 31, 2000, includes detailed information about the Hancock
Horizon Family of Funds. The SAI is on file with the SEC and is incorporated
by reference into this prospectus. This means that the SAI, for legal
purposes, is a part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS
These reports list each Fund's holdings and contain information from the
Funds' managers about strategies, and recent market conditions and trends
and their impact on Fund performance. The reports also contain detailed
financial information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT,
OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-738-2625, EXT. 7200

BY MAIL: Write to us
Hancock Trust Operations/Transfer Agent
301 Main Street
Baton Rouge, LA 70816

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about The Arbor Fund, from the EDGAR Database on
the SEC's website ("HTTP://WWW.SEC.GOV"). You may review and copy documents at
the SEC Public Reference Room in Washington, DC (for information on the
operation of the Public Reference Room, call 202-942-8090). You may request
documents by mail from the SEC, upon payment of a duplicating fee, by writing
to: Securities and Exchange Commission, Public Reference Section, Washington, DC
20549-0102. You may also obtain this information, upon payment of a duplicating
fee, by e-mailing the SEC at the following address: [email protected]. The
Arbor Fund's Investment Company Act registration number is 811-7102.

<PAGE>

Wall Street Savvy,
Main Street Touch.

[Hancock Logo Omitted]

FOR MORE INFORMATION CALL 1.800.738.2625 EXT.7200
WWW.HANCOCKBANK.COM