DISTRIBUTION PLAN
THE ARBOR FUND
THE HANCOCK HORIZON FAMILY OF FUNDS
WHEREAS, The Arbor Fund (the "Trust") is engaged in business as an
open-end investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units (the "shares") of beneficial interest (the
"Shareholders") in the Trust;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this
Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this Distribution Plan (the "Plan") to
enable the Trust to directly or indirectly bear expenses relating to the
distribution of certain of the classes of shares of certain of the portfolios of
the Trust (each, a "Portfolio") as may, from time to time, be added to the Plan
and listed on Schedule A attached hereto.
Section 2. The Trust will pay the Distributor of each such class of
shares a fee at the annual rate specified on Schedule A hereto. The Distributor
may retain all or a part of this fee as compensation for distribution or
shareholder services it provides or it may use such fees for compensation of
broker/dealers and other financial institutions and intermediaries that provide
distribution or shareholder services as specified by the Distributor. The actual
fee to be paid by the Distributor to broker/dealers and financial institutions
and intermediaries will be negotiated based on the extent and quality of
services provided.
Section 3. This Plan shall not take effect as to a class of shares of a
Portfolio until it has been approved (a) by a vote of at least a majority of the
outstanding shares of such class; and (b) together with any related agreements,
by votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees (as defined herein), cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 3 herein for the approval of this Plan.
Section 5. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, at least quarterly, a written report
of the amounts so expended and the purposes for which such expenditures were
made.
Section 6. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or, with respect to any such class of shares
of a Portfolio, by vote of a majority of the outstanding shares of the class.
Termination by the Shareholders of any class of a Portfolio will not affect the
validity of this Plan with respect to the shares of any other class of the
Portfolio.
Section 7. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or with
respect to shares of any class of a Portfolio, by vote of a majority of the
outstanding shares of such class, on not more than 60 days written notice to any
other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.
Section 8. This Plan may be amended in the manner provided in Part (b)
of Section 3 herein for the approval of this Plan; provided, however, that the
Plan may not be amended to increase materially the amount of distribution
expenses permitted pursuant to Section 2 hereof with respect to the shares of
any class of a Portfolio without the approval of a majority of the outstanding
shares of such class.
Section 9. While this Plan is in effect, the selection and nomination
of those Trustees who are not interested persons of the Trust shall be committed
to the discretion of the Trustees then in office who are not interested persons
of the Trust.
Section 10. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
Section 11. This Plan shall not obligate the Trust or any other party
to enter into an agreement with any particular person.
May 31, 2000
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THE ARBOR FUND
THE HANCOCK HORIZON FAMILY OF FUNDS
SCHEDULE A
AS REVISED NOVEMBER 13, 2000 TO
DISTRIBUTION PLAN
DATED MAY 31, 2000
Subject to any limitations imposed by Rule 2830(d) of the NASDs Conduct Rules,
the Distributor shall receive Rule 12b-1 fees, which shall be paid on a monthly
basis. These fees will be calculated based on the annual rate set forth below,
as applied to the average daily net assets of the respective Portfolios.
Portfolio Class of Shares Fees
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Treasury Securities Money Market Fund A 0.25%
Strategic Income Bond Fund C 0.75%
Growth & Income Fund C 0.75%
Growth Equity Fund C 0.75%
