AMENDMENT NO. 2 DATED FEBRUARY 22, 1999 TO THE ARBOR FUND INVESTMENT SUB- ADVISORY AGREEMENT DATED AUGUST 31, 1995 BY AND BETWEEN CITIZENS COMMERCIAL AND SAVINGS BANK AND NICHOLAS-APPLEGATE CAPITAL MANAGEMENT

                     AMENDMENT NO. 2 DATED FEBRUARY 22, 1999
                                TO THE ARBOR FUND
                             INVESTMENT SUB-ADVISORY
                         AGREEMENT DATED AUGUST 31, 1995
                                 BY AND BETWEEN
                      CITIZENS COMMERCIAL AND SAVINGS BANK
                                       AND
                      XXXXXXXX-XXXXXXXXX CAPITAL MANAGEMENT

   THIS AMENDMENT No. 2 is entered into and binding upon the Arbor Fund (the
   "Trust") as a party to the Investment Sub-Advisory Agreement dated August 31,
   1995 by and between Citizens Bank (formerly Citizens Commercial and Savings
   Bank) and Xxxxxxxx-Xxxxxxxxx Capital Management (the "Agreement").

   FURTHER, paragraph 3 of the Agreement shall be replaced in its entirety with
   the following:

WHEREAS, Citizens desires to retain the Sub-Adviser as its agent to furnish
investment advisory services to the Golden Oak Growth Fund and Golden Oak
Tax-Managed Equity Fund.

   FURTHER, Section 6 of the Agreement shall be replaced in its entirety with
   the following:

      6.  COMPENSATION.  For the services to be provided by the Sub-Adviser
          pursuant to this Agreement, the Trust will pay the Sub-Adviser, and
          the Sub-Adviser agrees to accept as full compensation therefor, a
          sub-advisory fee at an annual rate of .40% of the average daily net
          assets of the Growth Fund and Tax-Managed Equity Fund. This fee will
          be computed daily and paid to the Sub-Adviser monthly.

   IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as
   of the date first above written.

                               CITIZENS BANK
                               BY: /s/ Xxxx X. Xxxxx
                               NAME:   Xxxx X. Xxxxx
                               TITLE:  SVP

                               XXXXXXXX-XXXXXXXXX CAPITAL MANAGEMENT
                               BY: /s/ E. Xxxxx Xxxxx, Jr.
                               NAME:   E. Xxxxx Xxxxx, Jr.
                               TITLE:  General Counsel



                               THE ARBOR FUND
                               BY: /s/ Xxxxxx X. X'Xxxxxxx
                               NAME:   Xxxxxx X. X'Xxxxxxx
                               TITLE:  V.P.