AHA INVESTMENT FUNDS INC, PRES14A, 2001-01-19

AHA INVESTMENT FUNDS INC
PRES14A, 2001-01-19

Previous: CONDOR CAPITAL INC, 10KSB/A, EX-21, 2001-01-19

Next: COOKER RESTAURANT CORP /OH/, SC 13D/A, 2001-01-19

<PAGE>

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Rule 14a-12

--------------------------------------------------------------------------------
AHA Investment Funds, Inc.
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

<PAGE>

IMPORTANT INFORMATION FOR SHAREHOLDERS
OF
AHA INVESTMENT FUNDS, INC.

AT A SPECIAL MEETING OF SHAREHOLDERS ON FEBRUARY 22, 2001, SHAREHOLDERS OF
THE FUND WILL HAVE THE OPPORTUNITY TO VOTE ON VARIOUS PROPOSALS RELATING TO THE
FUND. WE RECOMMEND THAT YOU CAREFULLY READ THE ENCLOSED PROXY STATEMENT, WHICH
DESCRIBES THE PROPOSALS IN DETAIL. THE FOLLOWING "QUESTIONS & ANSWERS" ARE
PROVIDED FOR YOUR CONVENIENCE.

WE MAY REFER TO AHA INVESTMENT FUNDS, INC. IN THE FIRST PERSON OR AS THE
"FUND" AND TO EACH OF THE FOUR INDEPENDENTLY MANAGED INVESTMENT PORTFOLIOS OF
THE FUND AS A "PORTFOLIO."

Q. WHY IS THE FUND HOLDING A SPECIAL MEETING OF SHAREHOLDERS?

A. As discussed in the proxy statement, Hewitt Associates LLC, the Fund's
investment consultant, has decided that it would be in the best interests of the
Fund and its shareholders for an organization with greater focus on distributing
investment services to assume responsibility for providing investment consulting
services to the Fund and to participants in the AHA Investment Program. For this
reason, Hewitt has agreed to sell certain of its assets relating to the
operations of the Fund and the Program to CCM Advisors, LLC. This transaction is
subject to a number of conditions, including that the Fund enter into a
corporate management agreement with CCM Advisors that is substantially the same
as the corporate management agreement between the Fund and Hewitt. A proposed
new corporate management agreement with CCM Advisors has been unanimously
approved by the Board of Directors. Under the provisions of the Investment
Company Act of 1940, the proposed new agreement must be approved by shareholders
of the Fund before it can become effective. If the agreement is approved by
shareholders, CCM Advisors will become the Fund's investment consultant when the
transaction between Hewitt and CCM Advisors is consummated.

Q. WHAT PROPOSALS WILL BE CONSIDERED AT THE MEETING?

A. The Board has called a special shareholders meeting to enable Fund
shareholders to vote on the proposed new corporate management agreement between
the Fund and CCMA Advisors. At the meeting, shareholders will also vote on
several other matters. These include proposals: (i) to elect eight persons to
serve as directors of the Fund; (ii) to approve certain changes in the Fund's
fundamental investment restrictions, primarily for the purpose of enabling each
of the Portfolios to pursue their investment objectives by investing in another
open-end investment company that has the same investment objective and
substantially the same investment policies as the Fund (an arrangement commonly
known as "master/feeder" fund structure); (iii) to approve a Plan of
Contribution (the "Plan") under which each Portfolio will contribute its assets
to a master fund and thus become a feeder fund in a master/feeder fund
structure; and (iv) to ratify the Board's selection of the Fund's independent
accountants.

<PAGE>

Q. WHY AM I BEING ASKED TO APPROVE THE PROPOSED NEW CORPORATE MANAGEMENT
AGREEMENT AND THE VARIOUS ACTIONS NECESSARY TO IMPLEMENT A MASTER/FEEDER FUND
STRUCTURE?

A. The Board of Directors met with representatives of CCM Advisors several
times over the past several months to discuss its qualifications to serve as the
Fund's investment consultant and to provide investment consulting services to
participants in the AHA Investment Program. Based on these meetings, and on the
Board's review and consideration of written materials provided by CCM Advisors,
the Board concluded that CCM Advisors has the capability, the commitment and the
resources to provide the Fund and participants in the Program with the full
range of services now being provided by Hewitt and to provide high quality
services to the Fund and participants. The Board also considered the business
plans and goals of CCM Advisors as they relate to the Fund and the AHA
Investment Program. In this regard, the Board believes that retention of CCM
Advisors has the potential to expand the scope of investment opportunities
offered by the Fund and available through the Program. The Board concluded that
the plans of CCM Advisors may also result in the growth of the assets of the
Portfolios from the investments of new participants in the AHA Investment
Program, which would over time be likely to enable the Fund to achieve lower
operating expenses. If achieved, these results would benefit the Fund and
participants in the Program.

Based on these considerations, the Board approved the proposed new
corporate management agreement with CCM Advisors. It has also approved various
matters that will enable implementation of a master/feeder fund structure for
the Fund. The Board believes that the proposed master/feeder structure will make
it feasible for the Fund to offer new types of investment portfolios to
participants in the AHA Investment Program in a cost effective manner and help
the Fund achieve lower per share operating costs. For these reasons, the Board
recommends that shareholders vote to approve the new agreement with CCM Advisors
and to approve the matters necessary to implement the master/feeder fund
structure.

Q. WILL THE NEW AGREEMENT WITH CCM ADVISORS AFFECT THE SERVICES YOU RECEIVE OR
THE FEES YOU PAY AS A PARTICIPANT IN THE AHA INVESTMENT PROGRAM?

A. The assumption by CCM Advisors of the responsibility to provide the
services now furnished by Hewitt to the Fund and to participants in the AHA
Investment Program will not affect the scope of the services you receive or the
fees you pay as a Program participant. Subject to your consent to the assignment
of your Program Services Agreement by Hewitt, CCM Advisors will provide you all
of the services that you now receive under your Program Services Agreement with
Hewitt. [This assignment will become effective when the transaction between
Hewitt and CCM Advisors is consummated.] No change in the fees you pay as a
Program participant is being proposed. In addition, under the proposed new
corporate management agreement, CCM Advisors will provide the same services to
the Fund as are now provided by Hewitt. Thus, the only significant change that
will result from approval and implementation of the new corporate management
agreement with CCM Advisors will be in the identity of the organization that
provides services to the Fund and to Program participants.

<PAGE>

Q. WHAT IS THE MASTER/FEEDER FUND STRUCTURE AND HOW WILL IT AFFECT THE FUND
AND THE AHA INVESTMENT PROGRAM?

A. In a master/feeder fund structure, one or more funds (called feeder funds)
pursue their investment goals by investing in another fund (called a master
fund) that has the same investment objectives and substantially the same
investment policies and restrictions as the feeder funds. If the master/feeder
fund structure is implemented for the Fund, the structure of the AHA Investment
Program will change in certain respects. The most significant changes are that:
(i) you will no longer pay fees directly to the Fund's investment consultant as
you now do as a participant in the Program; and (ii) the Portfolios will no
longer pursue their investment objectives by investing directly in portfolios of
securities. Instead, fees payable to CCM Advisors as the investment consultant
for the Fund and the Program will be paid by you indirectly as a shareholder of
the Fund, and the Portfolios will pursue their investment programs by investing
in the master funds. As a participant in the Program, however, you will continue
to receive the same types of services that you now receive from Hewitt.

As explained in the proxy statement, under the master/feeder fund
structure, each Portfolio of the Fund will pursue its investment objective by
investing its assets in a master fund that has the same investment objective and
substantially the same investment policies as that Portfolio. The master funds
will, in turn, invest in securities that are consistent with the investment
objective and policies of the Portfolios. For this reason, the Portfolios will
no longer retain investment managers to manage their investments. Investment
managers will be retained by the master funds based on the recommendations of
CCM Advisors, which will serve as the investment adviser to the master funds
pursuant to an investment advisory agreement with the master funds. The master
funds will pay CCM Advisors fees for its services that are the same as the fees
that you are now paying to Hewitt as a participant in the AHA Investment
Program.

Q WHAT ARE THE POTENTIAL BENEFITS OF A MASTER/FEEDER FUND STRUCTURE?

A. Under a master/feeder fund structure, CCM Advisors will be able to offer
investment companies in addition to the Fund, as well as other types of
investment funds, the opportunity to pursue their investment objectives by
investing in the same master funds as those in which the Portfolios will invest.
This arrangement will provide a means for those other investment vehicles, which
like the Portfolios will be feeder funds, to pool their assets with the assets
of the Portfolios for investment purposes. The master/feeder fund structure will
make it feasible for CCM Advisors to offer participants in the AHA Investment
Program new types of investment funds, including possibly a money market fund or
an international equity fund, because the new funds will be able to be made
available through the other feeder funds to investors in addition to those who
are participants in the AHA Investment Program. Also, because the assets of the
Portfolios will be pooled with the assets of other feeder funds that have
similar investment programs, the master/feeder structure should enable the
Portfolios to achieve certain economies in scale that can result in lower per
share expenses to Program participants that invest in the Portfolios. The larger
asset base that may be achieved through use of a master/feeder fund structure
may also enhance the ability of CCM Advisors to attract and retain qualified
investment managers for the master funds and to negotiate lower fee arrangements
with those investment managers than would otherwise be possible. CCM Advisors
has represented to the Fund that the benefit of any reductions that can be
obtained in investment manager fees will be shared with the master funds, which
will benefit participants in the AHA Investment Program.

<PAGE>

Q. WHY ARE CHANGES TO THE PORTFOLIOS' FUNDAMENTAL INVESTMENT RESTRICTIONS
BEING PROPOSED?

A. Under the Investment Company Act, any changes in the fundamental investment
restrictions of the Portfolios are required to be approved by shareholders.
Amendments to certain of the Portfolios' fundamental investment restrictions are
necessary to permit implementation of the master/feeder fund structure. In
addition, some of the Fund's current fundamental investment restrictions were
adopted to comply with laws or regulations that no longer are applicable to the
Fund or are restrictions that are not required to be "fundamental." It is
proposed that these restrictions be eliminated or that they be modified to
permit them to be changed in the future by action of the Board of Directors of
the Fund, without the need for shareholder approval. The Board believes that the
proposed changes in these restrictions will provide greater investment
flexibility to the Portfolios without altering their risk characteristics in any
material respect. For this reason, the Board recommends that shareholders vote
to approve the proposed changes to the fundamental investment restrictions of
the Portfolios.

Q. HOW WILL THE FUND IMPLEMENT THE MASTER/FEEDER FUND STRUCTURE?

A. The Fund will implement the master/feeder fund structure by transferring
the assets of each Portfolio to a corresponding newly formed series of CCM
Partner Funds that has the same investment objective and substantially similar
policies and restrictions as those of the Portfolio. CCM Partner Funds is a
newly organized Delaware business trust and, like the Fund, is registered under
the Investment Company Act. In exchange for this contribution of assets each
Portfolio will receive an interest in the corresponding new series of the
Partner Funds equal in value to the value of the assets transferred. Any
additional assets of the Portfolios available for investment, such as moneys
received from the sale of additional shares of the Portfolios, will also be
invested in series of the Partner Funds.

Q. HOW WILL IMPLEMENTATION OF THE MASTER/FEEDER STRUCTURE IMPACT FUND
SHAREHOLDERS?

A. You will pay no fees or sales charges in connection with the proposed
contributions of the assets of the Portfolios to the series of CCM Partner
Funds. The contributions will not result in realization of gain or loss to the
Portfolios or to shareholders of the Fund. The Fund will make the contributions
only if it receives an opinion from tax counsel that the arrangement qualifies
as a tax-free reorganization. In addition, the net asset value of your shares of
the Portfolios and the total value of your investment will not be affected by
the contributions.

Q. WHO SHOULD I CALL FOR FURTHER INFORMATION?

A. You may call the Fund at 1-800-332-2111 ext. 8201, weekdays from 7:00 a.m.
to 7:00 p.m., Central time, with any questions you have about the proposals to
be considered at the special meeting of shareholders.

AHA INVESTMENT FUNDS, INC.
100 Half Day Road
Lincolnshire, Illinois 60069
1-800-332-2111 ext. 8201

5
<PAGE>

AHA INVESTMENT FUNDS, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 22, 2001

To Shareholders of AHA Investment Funds:

A special meeting of the shareholders of AHA Investment Funds, Inc. has
been called to be held at the offices of Hewitt Associates LLC, 3 Overlook
Point, Lincolnshire, Illinois 60069, on February 22, 2001 at 9:00 a.m., Central
time. The meeting has been called for the purpose of voting on the following
matters:

1. To approve or disapprove a proposed corporate management agreement between
the Fund and CCM Advisors, LLC (the "Proposed Management Agreement"), which
is substantially the same as the present corporate management agreement
between the Fund and Hewitt Associates LLC (the "Current Management
Agreement"), the Fund's current investment consultant;

2. To elect eight directors of the Fund;

3. To approve or disapprove proposed changes to the fundamental investment
restrictions of the investment portfolios of the Fund (the "Portfolios") to
permit each Portfolio to pursue its investment objective by investing all
of its investable assets in another open-end investment company that has
the same investment objective and substantially the same investment
policies and restrictions as the Portfolio (a "master/feeder" fund
structure) and to approve or disapprove a Plan of Contribution to implement
the new structure;

4. To approve or disapprove certain other proposed changes to the fundamental
investment restrictions of the Portfolios;

5. To ratify or reject the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending June 30, 2001;
and

6. To transact any other business that may properly come before the meeting.

If you are a shareholder of record at the close of business on January 10,
2001, you are entitled to vote at the meeting.

The enclosed proxy statement gives detailed information about the meeting
and the proposals on which we are asking you to act. Whether or not you plan to
attend the meeting, please complete and return the enclosed proxy card in the
envelope provided. Returning the proxy card will not affect your right to attend
the meeting and vote in person.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN
FAVOR OF EACH OF THE PROPOSALS.

By order of the Board of Directors

Peter E. Ross
SECRETARY
_________ ___, 2001

6
<PAGE>

AHA INVESTMENT FUNDS, INC.
100 Half Day Road
Lincolnshire, Illinois 60069
1-800-332-2111 ext. 8201

-------------------------------------------------------------

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 22, 2001
-------------------------------------------------------------

We are sending this Proxy Statement and the accompanying materials to you
because our Board of Directors is soliciting your proxies to vote your shares at
the special meeting of shareholders of AHA Investment Funds, Inc. (the "Fund").
We will begin to mail the proxy material to shareholders on or about February 5,
2001.

INTRODUCTION

WHAT IS THE PURPOSE OF THE MEETING?

At the meeting, we will ask shareholders of the Fund to vote on the proposals as
shown below:

-----------------------------------------------------------------------------------------------------------------------

PROPOSAL PORTFOLIOS VOTING ON THE PROPOSAL
-----------------------------------------------------------------------------------------------------------------------

FULL MATURITY LIMITED MATURITY DIVERSIFIED
FIXED INCOME FIXED INCOME EQUITY BALANCED
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Approval or disapproval of Proposed Management X X X X
Agreement
-----------------------------------------------------------------------------------------------------------------------
2. Election of directors X X X X
-----------------------------------------------------------------------------------------------------------------------
3. Approval or disapproval of proposed changes to each X X X X
Portfolio's fundamental investment restrictions, and
a Plan of Contribution, to permit each Portfolio to
implement a master/feeder fund structure
-----------------------------------------------------------------------------------------------------------------------
4. Approval or disapproval of other proposed changes to X X X X
the fundamental investment restrictions of the
Portfolios
-----------------------------------------------------------------------------------------------------------------------
5. Ratification or rejection of the selection of the X X X X
Fund's independent public accountants
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

VOTING REQUIREMENTS

For both the (i) election of directors (Proposal 2) and (ii) ratification
of the selection of independent public accountants (Proposal 5), shareholders of
all investment portfolios of the Fund (the "Portfolios") will vote together as
one class and not separately by Portfolio. The affirmative vote of the holders
of a majority of the outstanding shares of the Fund present and entitled to vote
at the meeting is required to elect directors and to ratify the selection of
independent public accountants.

The proposals relating to (i) approval of the Proposed Management Agreement
(Proposal 1) and (ii) approval of changes to fundamental investment restrictions
(Proposals 3 and 4) must be approved by a Portfolio to be effective as to that
Portfolio and will be voted on separately by each Portfolio. Approval of these
proposals by a Portfolio requires the vote of a "majority of the outstanding
voting securities" of the Portfolio. Under the Investment Company Act of 1940
(the "1940 Act"), the term "majority of the outstanding voting securities" means
the lesser of (a) 67% or more of the outstanding shares of the Portfolio present
at the meeting or represented by proxy, if the holders of more than 50% of the
outstanding shares of the Portfolio are present or represented by proxy, or (b)
more than 50% of the outstanding shares of the Portfolio.

Shares represented by proxy cards as to which instructions have been given
to abstain from voting on one or more proposals will count as votes present at
the meeting, but will not be counted as votes cast for purposes of determining
whether sufficient votes have been received to approve those proposals. For this
reason, abstentions will not have any affect the outcome of voting on Proposal 2
(Election of Directors) or Proposal 5 (Ratification of the Independent Public
Accountants). However, to the extent that the Proposals 1, 3 and 4 require the
approval of a specified percentage of the outstanding shares of a Portfolio
present at the meeting or represented by proxy, or a specified percentage of the
outstanding shares of a Portfolio, abstentions will have the same effect as a
vote AGAINST those proposals. No shares of the Fund are held by brokers. Thus,
the Fund does not expect that there will be any broker non-votes at the meeting.

In the remainder of this Proxy Statement, we will use the term "present at
the meeting" to mean present in person or represented by proxy and, in each
case, entitled to vote at the meeting and the term "votes cast at the meeting"
to mean votes cast in person or by proxy at the meeting.

QUORUM

The presence at the meeting of the holders of a majority of the issued and
outstanding shares of the Fund entitled to vote at the meeting is the quorum
required for the transaction of business at the meeting.

WHO MAY VOTE AT THE MEETING?

You are entitled to vote at the meeting if you were a shareholder of record
at the close of business on January 10, 2001. As of the record date, the Fund
had outstanding 17,138,845.637 shares of common stock, par value $.01 per share,
consisting of:

<PAGE>

Portfolio Number of Shares Outstanding
---------------------------------------------------------------------------------
<S> <C>
Full Maturity Fixed Income Portfolio 3,799,953.884

Limited Maturity Fixed Income Portfolio 5,106,526.513

Diversified Equity Portfolio 5,666,490.388

Balanced Portfolio 2,565,874.852
</TABLE>

HOW DO I VOTE?

You can vote on matters at the meeting by signing and returning the
enclosed proxy card or by attending the meeting and casting your vote there.
Each whole share you owned on the record date will entitle you to one vote, and
each fractional share you owned on the record date will entitle you to a
proportionate fractional vote. If you vote by proxy, your proxy (one of the
individuals named on your proxy card) will vote your shares as you specify. If
you do not provide voting instructions on the proxy card, your proxy will vote
your shares FOR the election of each of the nominees for directors and FOR each
of the other proposals stated in the notice of the meeting.

If a quorum of shareholders of the Fund is not present at the meeting, or
if sufficient votes to approve any of the proposals are not received, your proxy
may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any adjournment will require the affirmative vote of a
majority of shares of the Fund present at the meeting. In that case, your proxy
will vote FOR such an adjournment, unless you have instructed your proxy to vote
against the proposals as to which the adjournment is being proposed, in which
case your proxy will vote AGAINST the adjournment. Abstentions will not be voted
FOR or AGAINST any adjournment. Therefore, abstentions have the same effect as
votes AGAINST a vote for adjournment. A shareholder vote may be taken on any
proposal before an adjournment with respect other proposals if sufficient votes
have been received and it is otherwise appropriate. In the event of any
adjournment, the Fund will continue to solicit proxies.

CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?

If you wish, you may revoke your proxy at any time before it is voted by: (i)
sending a written revocation to Peter E. Ross, the Fund's Secretary, at Hewitt
Associates LLC, 100 Half Day Road, Lincolnshire, Illinois 60069; (ii) signing
and mailing a later dated proxy; or (iii) voting in person at the meeting

SHAREHOLDER REPORTS

Shareholders can find important information about the Fund in its annual report
dated June 30, 2000, which has been previously furnished to shareholders.
Shareholders may request copies of this report free of charge by contacting the
Fund at: AHA Investment Funds, Inc., 100 Half Day Road, Lincolnshire, Illinois
60069; 1-800-332-2111..

9
<PAGE>

PROPOSAL 1

APPROVAL OF THE PROPOSED CORPORATE MANAGEMENT AGREEMENT
BETWEEN THE FUND AND CCM ADVISORS, LLC

At a special meeting of the Board of Directors of the Fund held in person
on December 15, 2000, the Board, including each of the directors of the Fund who
are not "interested persons," as defined by the 1940 Act, of the Fund (the
"Independent Directors"), unanimously voted (i) to approve a proposed new
Corporate Management Agreement between the Fund and CCM Advisors, LLC ("CCMA"),
pursuant to which CCMA will replace Hewitt Associates LLC ("Hewitt") as the
Fund's new investment consultant (the "Proposed Management Agreement"), and (ii)
to recommend the approval of the Proposed Management Agreement by shareholders.
The Proposed Management Agreement is substantially the same as the Fund's
current Corporate Management Agreement with Hewitt (the "Current Management
Agreement"). For a comparison of these agreements, see "--Comparison of Current
Management Agreement and Proposed Management Agreement" below. A discussion of
the background and reason for the Board's actions and recommendation follows.

BACKGROUND

The American Hospital Association (the "AHA") and Hewitt jointly sponsored
the formation of the Fund 12 years ago as part of an investment consulting
program Hewitt would offer to members of the AHA and their affiliated
organization (the "AHA Program"). The AHA Program provides investment consulting
services to participating organizations and provides them the opportunity to
implement investment objective and asset allocation recommendations by investing
in shares of the four Portfolio that comprise the Fund. The investment
consultant for the AHA Program (currently, Hewitt) is responsible for
administering the Program and providing investment consulting services to
program participants and investment consulting and certain other services to the
Fund. Hewitt provides services to the Fund pursuant to the terms of the Current
Management Agreement, dated July 15, 1988.

Since its inception, the Fund has had only one outlet for the distribution
of its shares to investors: purchases of shares by participants in the AHA
Program. The AHA Program is direct marketed to members of the AHA and their
affiliates by personnel of Hewitt Investment Group. Because the Portfolios serve
as investment vehicles for institutional investors, such as hospitals and their
affiliates, and the Fund has a $1 million minimum initial investment
requirement, the current arrangement under which shares are available for
purchase solely by participants in the AHA Program in conjunction with an
investment consulting program has generally been adequate and cost effective.
The marketing of the AHA Program by Hewitt, which is the first step in the
process by which hospitals and others become investors in the Fund, has meant
that the Fund has not had to impose distribution-related charges (such as 12b-1
fees or sales loads) in order to make payments to brokerage firms and other
financial intermediaries to foster sales of its shares. However, the Fund has
not experienced growth in assets at the same level from investments of new
investors to the same extent as other mutual funds and pooled investment
vehicles have experienced over the last decade. In addition, although the AHA
and its affiliates

<PAGE>

have, since the Fund's inception been significant owners of shares of the Fund,
a recent evaluation by the AHA of its own investment goals and priorities has
led to its redemption of shares of the Fund that has significantly reduced (but
not eliminated) its ownership of shares.

Against this background, Hewitt concluded that it would be beneficial to
the Fund and its shareholders if an organization having a greater focus on
distributing investment services assumed responsibility for providing services
to the Fund and to participants in the AHA Investment Program. Hewitt therefore
began a search to identify a financial services firm that would be willing to
assume responsibility for the AHA Program and for providing services to the Fund
with the expectation that such a firm would be able to provide the Fund with
enhanced potential for broader distribution of its shares to investors and at
the same time have the capability of providing the Fund and participants in the
AHA Program the investment consulting and other services they require. This led
to discussions between Hewitt and CCMA and to an agreement between them under
which Hewitt will sell certain of its assets relating to the operations of the
Fund and the AHA Program to CCMA. This transaction is subject to a number of
conditions, including that the Fund enter into the New Management Agreement with
CCMA.

CCMA is a newly formed investment advisory firm that is majority-owned by
Convergent Capital Management Inc. ("CCM"). CCM is in the business of purchasing
asset management firms, but does not provide investment advisory or related
services to its affiliates' clients. As of December 31, 2000, CCM affiliated
firms managed assets for clients in excess of $12 billion.

REASONS FOR THE BOARD'S RECOMMENDATION

After being informed of Hewitt's agreement [in principle] with CCMA, the
Fund's Board of Directors met with representatives of CCMA on several occasions
to assess CCMA's qualifications to serve as the Fund's investment consultant and
to provide investment consulting services to participants in the AHA Program.
The commitment of CCMA to broaden the product offerings available through the
program, and specifically, its willingness to form and offer additional
investment portfolios of the Fund, was also considered by the Board.

Based on these meetings, and on the Board's review and consideration of
written materials provided by CCMA, the Board concluded that CCMA has the
capability, the commitment and the resources to provide the Fund and
participants in the Program with the full range of services now being provided
by Hewitt and to provide high quality services to the Fund and participants. The
Board also considered the business plans and goals of CCMA as they relate to the
Fund and the AHA Investment Program. In this regard, the Board believes that
retention of CCMA by the Fund has the potential to expand the scope of
investment opportunities offered by the Fund and available through the Program.
The Board concluded that the business plans of CCMA also may result in the
growth of the assets of the Portfolios from the investments of new participants
in the AHA Investment Program, which would over time be likely to enable the
Fund to achieve lower operating expenses. If achieved, these results would
benefit the Fund and participants in the Program.

In determining whether to approve the Proposed Management Agreement, the
Board considered the fact that CCMA is a newly formed organization. However, it
is expected that

<PAGE>

Timothy G. Solberg, a director of the Fund and an employee of Hewitt who has
been extensively involved in the AHA Program and in providing services to the
Fund for over 10 years, will become an owner and Managing Director of CCMA.
Thus, there will be some degree of continuity in the personnel providing
services to the Fund if CCMA becomes the Fund's investment consultant. The Board
believes that CCMA's retention of Mr. Solberg will help assure the ability of
CCMA to provide high quality services to the Fund.

In considering the Proposed Management Agreement, the Board viewed
favorably CCMA's commitments: (i) to identify and to provide services to new
investment portfolios that the Fund can offer to its shareholders, including
possibly a money market fund and an international equity fund; (ii) to implement
arrangements that will allow shares of the Fund to be offered to a broader
spectrum of health and hospital related organizations; and (iii) to create a
master/feeder fund structure as a means of facilitating the Fund's ability to
organize and operate additional investment portfolios and, possibly, to reduce
the per share expenses of the Portfolios. Among other things, CCMA has
voluntarily agreed to absorb expenses of the Fund to the extent necessary to
limit the ordinary operating expenses of the Portfolios as follows:

VOLUNTARY LIMIT
(AS % OF AVERAGE
PORTFOLIO DAILY NET ASSETS)
--------- -----------------
<S> <C>
Full Maturity Fixed Income Portfolio 1.00%

Limited Maturity Fixed Income Portfolio 1.00%

Diversified Equity Portfolio 1.25%

Balanced Portfolio 1.50%
</TABLE>

Although this voluntary agreement of CCMA may be modified or terminated by
CCMA at any time on prior notice to the Fund, the Board believes that it
reflects a commitment of CCMA to assuring the continued attractiveness of the
Fund to participants in the AHA Program.

Based on the considerations described above, and thorough consideration of
other factors that the Board deemed relevant, at a meeting held in person on
December 15, 2000, the Board (including each of the Independent Directors)
unanimously determined that it was in the best interests of the Fund and its
shareholders to retain CCMA as the Fund's investment consultant, and voted to
approve the Proposed Management Agreement and to recommend its approval by Fund
shareholders.

AGREEMENT BETWEEN HEWITT AND CCMA

As part of the overall arrangements by which CCMA will take over Hewitt's
responsibilities with respect to the AHA Program and the Fund, CCMA and Hewitt
[have entered into an agreement, dated as of ], pursuant to which CCMA will
purchase certain assets from Hewitt relating to the operations of the AHA
Program and the Fund, including all of Hewitt's rights and obligations under the
Program Services Agreements pursuant to which participants in the AHA Program
receive investment consulting services (the "Asset Sale").

<PAGE>

Consummation of this transaction is subject to a number of conditions, including
a condition that shareholders of the Fund approve the Proposed Management
Agreement. If shareholders of the Fund do not approve the Proposed Management
Agreement, CCMA has the contractual right to abandon the Asset Sale. In that
event, the Current Management Agreement will remain in effect and Hewitt will
continue to serve as the Fund's investment consultant. If shareholders of each
of the Portfolios approve the Proposed Management Agreement, the Proposed
Management Agreement will become effective for all Portfolios as of the
completion of the Asset Sale, which is expected to be as soon as practicable
after the special meeting of shareholders, provided the necessary approvals of
shareholders are obtained. As consideration for the assets purchased from
Hewitt, CCMA has agreed to pay Hewitt $[ ] at the time of the Asset Sale and has
agreed to pay additional deferred compensation to Hewitt of up to $[ ], subject
to certain conditions.

In connection with the Asset Sale, CCMA [has entered] into agreements with
[the AHA and AHA Financial Solutions] to permit the use by CCMA of the AHA name
and logos and to obtain the AHA's endorsement of the AHA Program and certain
assistance from the AHA to help assure that the program can be marketed
effectively by CCMA to AHA member organizations. Under these agreements, CCMA
will pay specified compensation on an ongoing basis to [the AHA and AHA
Financial Solutions].

Completion of the Asset Sale may be deemed to constitute an "assignment"
(as that term is defined by the 1940 Act) of the Current Management Agreement,
which will result in its automatic termination in accordance with its terms, as
required by the 1940 Act. You are being asked to approve the Proposed Management
Agreement so that the Asset Sale can be completed, CCMA can become the Fund's
investment consultant at the effective time of the Asset Sale, and the
management of each Portfolio can continue uninterrupted. The same investment
advisory firms that currently serve as the investment managers of the Portfolios
are expected to continue to manage the Portfolios after the Asset Sale and to
follow the same investment strategies and objectives currently in place.
However, consistent with its responsibilities as the Fund's investment
consultant, CCMA will consider, and recommend to the Board of the Fund for
approval, such changes in investment managers (including the appointment of new
investment managers) as CCMA determines are in the best interests of the Fund.

For a detailed discussion of proposed changes to the Funds following the
completion of the Asset Sale, see "Other Proposed Changes to the Funds."

SECTION 15(f) CONSIDERATIONS

Section 15(f) of the 1940 Act provides that an investment adviser to a
registered investment company may receive any amount or benefit in connection
with a sale of an interest in the adviser that results in an assignment of an
investment advisory contract if two conditions are satisfied. The first
condition is that, for three years after the assignment, at least 75% of the
members of the board of the investment company must not be "interested persons"
(as defined by the 1940 Act) of the new investment adviser or the predecessor
investment adviser. The second condition is that no "unfair burden" be imposed
on the investment company as a result of the assignment or any express or
implied terms, conditions or undertakings related to the assignment. An "unfair
burden" is defined to include any arrangement during the two-year

<PAGE>

period after the assignment occurs where the investment adviser or its
predecessor or successor, or any interested person of the adviser, predecessor
or successor, receives or is entitled to receive any compensation from any
person in connection with the purchase or sale of securities or other property
from or on behalf of the investment company, or from the investment company or
its shareholders, other than for bona fide underwriting, investment advisory or
other services.

In its agreement with Hewitt, CCMA agreed that, to the extent within its
control, it will cause the two conditions set forth in Section 15(f) of the 1940
Act to be complied with. There are eight individuals who have been nominated for
election as directors of the Fund. Only two of these individuals are persons who
are "interested persons" of Hewitt or of CCMA. In addition, CCMA has represented
to that it does not have and that it is not aware of any express or implied
term, condition, arrangement or understanding that would impose an "unfair
burden" on the Fund as a result of the Asset Sale.

COMPARISON OF CURRENT MANAGEMENT AGREEMENT AND PROPOSED MANAGEMENT AGREEMENT

The Proposed Management Agreement is substantially the same as to the
Current Management Agreement. The following discussion of the terms of the
Current Management Agreement and the Proposed Management Agreement is qualified
in its entirety by reference to the Proposed Management Agreement, which is
attached as EXHIBIT A. The Current Management Agreement and Proposed Management
Agreement may be referred to below as the "Agreements," and Hewitt and CCMA may
each be referred to as the "Investment Consultant."

American Hospital Association Services, Inc., as the sole shareholder of
the Fund at that time, approved the Current Management Agreement on July 25,
1988 for an initial term expiring June 30, 1990. The shareholders of each
Portfolio voted to approve the Current Management Agreement at a special meeting
of shareholders held on February 9, 1990. The Board of Directors has annually
approved the continuance of the Current Management Agreement each year
thereafter by a vote which has included the affirmative vote of a majority of
the Independent Directors. Most recently, on May 18, 2000, the Board approved
the continuance of the Current Management Agreement for an additional annual
period expiring June 30, 2001.

If approved by the shareholders, the Proposed Management Agreement will be
signed and become effective on the date of completion of the Asset Sale (the
"Effective Date"), which is currently expected to be as soon as reasonably
practicable after the satisfaction of the conditions to which the Asset Sale is
subject (including the required Fund shareholder approvals). Like the Current
Management Agreement, the Proposed Management Agreement will have an initial
term of two years and may be continued in effect from year to year thereafter,
provided that such continuance is approved at least annually (i) by the Board of
Directors or by the holders of a "majority of the outstanding voting securities"
(as defined by the 1940 Act) of each Portfolio; and (ii) by a vote of a majority
of the Independent Directors.

Also, like the Current Management Agreement, the Proposed Management
Agreement may be terminated with respect to a Portfolio without penalty by the
vote of the Board of Directors or the shareholders of that Portfolio (by the
holders of a "majority of the outstanding voting securities" as defined by the
1940 Act) on 60 days' written notice to CCMA and may be

<PAGE>

terminated by CCMA on similar notice to the Fund. Each of the Agreements also
provides for its automatic termination in the event of its "assignment" (as
defined by the 1940 Act).

GENERAL TERMS OF THE AGREEMENTS. Under the Agreements, subject to the
overall supervision and control of the Board of Directors, the Investment
Consultant is responsible for providing various services to the Fund. Among
other things, the Investment Consultant evaluates, selects (subject to the
board's approval) and monitors the performance of the investment managers of the
Portfolios (the "Investment Managers"), and is required to pay the fees of the
Investment Managers for the services they render to the Portfolios. The
Investment Consultant is also responsible for allocating the assets of the
Portfolios with more than one manager among Investment Managers, and supervising
the services provided by the Fund's custodian, transfer agent, and other
organizations that provide accounting, recordkeeping and administrative services
to the Fund. The Investment Consultant is required to provide the office space,
equipment and personnel as may reasonably be necessary for it to render the
services under the Agreement. In addition, the Investment Consultant bears the
costs of its own telephone service, heat, light, power and other utilities.

Under the Agreements, the Fund pays all expenses not expressly assumed by
the Investment Consultant. Expenses borne by the Fund include, but are not
limited to, charges and expenses of the Fund's registrar, custodian, transfer
agent, dividend disbursing agent and shareholder servicing agent; brokerage fees
and commissions; taxes; engraving and printing of share certificates;
registration costs of the Fund and its shares under federal and state securities
laws; expenses associated with the preparation and filing of required reports
and the maintenance of the Fund's corporate existence; the cost and expense of
printing (including typesetting) prospectuses, proxy statements and reports, and
the cost and expense of distributing these materials to shareholders; expenses
of shareholders' and directors' meetings; fees and expenses of directors who are
not principals or employees of the Investment Consultant or the AHA; expenses
incident to any dividend, withdrawal or redemption options; charges and expenses
of outside services used in preparing and maintaining the books and records
(including accounting records) of the Fund; the cost and expense of pricing
shares of the Portfolios and rendering administrative services; membership dues
in industry organizations; interest on borrowings; postage; insurance premiums
on property and personnel (including directors and officers); the fees and
expenses of the Fund's independent accountants and its legal counsel;
extraordinary expenses including, but not limited to, legal claims and
liabilities, litigation costs and indemnification; and all other costs of the
Fund's business and operations.

The Current Management Agreement provides that total operating expenses of
each of the Portfolios are subject to applicable limitations under the
regulations of states in which shares of each of the Portfolios are registered
for sale. Operating expenses are thus effectively subject to the most
restrictive of these limitations as they may be amended from time to time, or as
they may be waived or modified. No such limitations are currently applicable to
the Portfolios. The expense limitations are not contained in the Proposed
Management Agreement because Federal law since 1996 has preempted state
regulation of investment companies.

The Agreements provide that, in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations thereunder, the
Investment Consultant is not liable to the Fund or any of its investors for any
act or omission or for any losses.

<PAGE>

PROGRAM SERVICES FEES. The Agreements provide that in lieu of the payment
of a fee to the Investment Consultant, (i) the Fund shall take actions necessary
for the offering of its shares in all jurisdictions requested by the Investment
Consultant so as to enable shares of the Fund to be available for purchase by
organizations that have entered into Program Management Agreements with the
Investment Consultant, and (ii) the Investment Consultant may collect from each
shareholder the fees specified in the shareholder's Program Services Agreement
with the Investment Consultant.

In conjunction with the solicitation of proxies for the meeting, you are
being asked to consent to the assignment by Hewitt of your individual Program
Services Agreement to CCMA. Upon that assignment, CCMA will assume all of
Hewitt's obligations and rights under your Program Services Agreement and you
will continue to be charged the fees computed at the same rates as now apply
under your agreement. If you do not consent to the assignment of your Program
Services Agreement, you will no longer be eligible to participate in the AHA
Program or to invest in the Fund. The Fund itself does not pay investment
advisory fees to the Investment Consultant or to the Investment Managers of the
Portfolio. The fees you pay to Investment Consultant are used to compensate the
Investment Consultant and permit it to pay the fees of the Investment Managers.
For this reason, if you do not consent to the assignment of your Program
Services Agreement, your shares of the Fund will be subject to mandatory
redemption effective on the date CCMA becomes the Fund's Investment Consultant.
A redemption of shares will result in the recognition of gain or loss, and you
will be subject to applicable taxes on any gains you realize from the redemption
of Fund shares.

INFORMATION ABOUT CCMA

CCMA is a newly-organized Delaware limited liability company headquartered
at 190 South LaSalle Street, Suite 2800, Chicago, Illinois 60603. CCMA is
registered as an investment adviser under the Investment Advisers Act of 1940
(the "Advisers Act"). CCMA plans to provide investment management services to
other mutual funds as well as to individuals and institutional investors,
including pension plans. CCM owns 70% of CCMA and has entered into certain
revenue sharing arrangements with CCMA. ROV Asset Management owns a controlling
interest in CCM.

The name, address and principal occupation of the principal executive
officers and each director or member of CCMA is as follows.

PRINCIPAL
NAME TITLE ADDRESS OCCUPATION
---- ----- ------- ----------
<S> <C> <C> <C>
Douglas D. Peabody Managing Director 190 S. LaSalle Street, [to come]
Suite 2800, Chicago
Illinois 60603
</TABLE>

Upon consummation of the Asset Sale, it is anticipated that Timothy G.
Solberg (a current director of the Fund who, if elected at the meeting, will
continue to serve in that capacity) will become an interestholder and Managing
Director of CCMA.

<PAGE>

CCM also owns or maintains interests, directly or indirectly, in 10 other
registered investment advisers. As of December 31, 2000, the total amount of
assets under management by CCM affiliates was in excess of $12 billion.

The Board of Directors, including the Independent Directors,
unanimously recommends that you vote FOR approval of the Proposed
Management Agreement with CCM Advisors, LLC.

PROPOSAL 2

ELECTION OF DIRECTORS

Our board of directors currently consists of eight members. You are asked
to elect eight directors at the meeting. Biographical information on each
nominee for director appears below, including his or her age at December 31,
2000. Each nominee may be contacted through the offices of the Fund.

Other than Douglas D. Peabody, each nominee is a current director. The
Board of Directors has nominated Mr. Peabody to fill the vacancy left by the
resignation of Ronald A. Jones. Mr. Jones' resignation will become effective
upon completion of the Asset Sale. Messrs. Ehmann, Evans, Oliverio, Solberg,
Tucker and Yoder, current members of the Board, were elected to the Board by
vote of shareholders at a special meeting held on September 10, 1998. Mr.
Anthony J. Burke, another current director, is standing for election by
shareholders for the first time. Mr. Burke was appointed as a director by the
Board on February 2, 2000, to fill a vacancy created by the resignation of
another director.

The nominees, if elected, will serve until their successors are elected and
qualified or their earlier death, retirement, resignation, removal, bankruptcy,
adjudicated incompetence or other incapacity to perform the duties of the office
of a director. Each nominee has consented to being named as a nominee in this
Proxy Statement. If a nominee is unable to serve, the persons you appoint as
proxies intend to vote for such replacement nominee as may be proposed by the
Board.

NOMINEES FOR DIRECTORS

The nominees for directors are as follows (ages are as of December 31, 2000
and all other information is as of the date of this Proxy Statement).

<PAGE>

NAME (AGE)
(DIRECTOR SINCE) PRINCIPAL OCCUPATION DURING THE LAST FIVE YEARS
---------------- -----------------------------------------------
<S> <C>
Anthony J. Burke (35) President, American Hospital Association
(2000) (2) Financial Solutions, Inc. from 1997 to
2000; formerly, Marketing Development Director
(1997 to 1998) of AHA Insurance Resources Inc.;
formerly President (1995 to 1997) of A. Burke &
Associates, a marketing consulting firm.

Frank A. Ehmann (67) Retired; Director, SPX Corp. and AHI Corp., since
(1988)(1) 1988; Director, ICCI (1988-1997); Director,
Genderm (1996-1998); formerly Director and
President, United Stationers.

Richard John Evans (48) Chief Financial Officer, American Hospital
(1988) (2) Association, since December 1999; formerly
Vice President/Finance, American Hospital
ssociation (1995-1999).

Douglas D. Peabody (--)* [to come]
(3)

John D. Oliverio (48) Chief Executive Officer, President and Director,
(1993)(1) Wheaton Franciscan Services Inc., since February
1984; Director, Marian Joy Rehablink, since 1989;
Director, Hewitt Money Market Fund, Director,
Affinity Health 1995; Director, Covenant Health
Care System, since 1989; Director, All Saints
Health System,since 1992); Director, Franciscan
Ministries, Inc., since 1998.

Timothy G. Solberg (47)* Director of Marketing and Client Services, Hewitt
(1993)(3) investment Group, a Division of Hewitt Associates
LLC, since 1989.

Thomas J. Tucker (68) Retired; Trustee, Christus Health Pension Trust,
(1993)(3) since July 2000; formerly (1991) (1) Treasurer
and Vice President, Incarnate Word Health Services
(1975 to 1997).

John L. Yoder (69) Vice President, Princeton Insurance Co., since
(1988)(1) 1995[; [formerly Trustee, American Hospital
Association (19xx-19xx)].
</TABLE>

* Director who is or nominee who would be an "interested person" of the Fund
as defined by Section 2(a)(19) of the 1940 Act.

(1) Member of the Audit Committee of the Board of Directors.

(2) Director who is affiliated with the AHA.

<PAGE>

(3) Mr. Solberg is an "interested person" due to his affiliation with Hewitt
Associates and CCMA. Mr. Peabody would be an "interested person" due to his
affiliation with CCMA.

HOW OFTEN DID THE BOARD MEET DURING THE FUND'S LAST FISCAL YEAR?

The Board of Directors met four times and the Audit Committee met once
during the fiscal year ended June 30, 2000 ("our last fiscal year"). Each
current director attended at least 75% of the number combined number of meetings
of the Board and of committees of the Board on which he served that were held
during our last fiscal year, except for Mr. Burke who attended each of the two
meetings that were held after he was appointed to serve as a director.

WHAT COMMITTEES HAS THE BOARD ESTABLISHED?

Our Board has an Audit Committee. The Audit Committee is responsible for
recommending independent public accountants to audit financial statements of the
Portfolios and for reviewing the scope and results of the audits. The current
members of the Audit Committee are Messrs. Ehmann, Oliverio, Tucker and Yoder,
each an Independent Director. The Board has no other committees.

HOW ARE THE FUND'S DIRECTORS AND OFFICERS CURRENTLY COMPENSATED?

The Fund currently pays each director, other than those employed by Hewitt
or the AHA, a fee of $1,000 per quarterly meeting and $500 per special meeting.
The Fund also reimburses expenses incurred by the Independent Directors in
attending meetings.

The salaries of the Fund's officers are currently paid by Hewitt or the
AHA. Under the Proposed Management Agreement, CCMA will pay the salaries of
officers of the Fund affiliated with CCMA, commencing on the effective date of
that agreement.

The following table contains information regarding the aggregate
compensation received by the directors for our last fiscal year:

PENSION OR TOTAL
AGGREGATE(1) RETIREMENT BENEFITS COMPENSATION
NAME COMPENSATION ACCRUED AS PART OF FROM
POSITION WITH FUND FROM FUND FUND EXPENSES FUND COMPLEX
------------------ ------------ ------------------- ------------
<S> <C> <C> <C>
Anthony J. Burke 0 0 0
Director

Frank A. Ehmann [$4,000.00] 0 [$4,000.00]
Director

Richard John Evans 0 0 0
Director

Ronald A. Jones 0 0 0
Director and President
</TABLE>

John D. Oliverio [$4,000.00] 0 [$4,000.00]
Director

Timothy G. Solberg 0 0 0
Director

Thomas Tucker [$4,000.00] 0 [$4,000.00]
Director

John L. Yoder [$4,000.00] 0 [$4,000.00]
Director
</TABLE>

(1) Includes compensation paid from July 1, 1999 through June 30, 2000.

OFFICERS

Our officers are elected by the Board of Directors and hold office until
they resign, are removed or are otherwise disqualified to serve. Our current
officers are as follows (Ages are as of December 31, 2000 and other information
is as of the date of this Proxy Statement):

NAME (AGE)
POSITION WITH FUND BUSINESS EXPERIENCE
------------------ -------------------
<S> <C>
Ronald A. Jones (51) Mr. Jones has been the President and a Director of
President and Director the Fund since 1990. He is also Investment
Consultant, Hewitt Investment Group, a Division
of Hewitt Associates LLC, since [19xx].

James A. Henderson (59) Mr. Henderson has been a Vice President of the
Vice President Fund since 1998. He is also Vice President,
Associate General Counsel and Assistant Secretary,
American Hospital Association, since 1984;
Secretary, AHA Financial Solutions, Inc., since
1995; Secretary, Health Forum, Inc., since 1998.

James B. Lee (38) Mr. Lee has been the Fund's Treasurer since 1993.
Treasurer He is also Director of Operations, Christian
Brothers Investment Services, since 1999; formerly
Program Administrator, Hewitt Associates LLC
(1990-1999).
</TABLE>

<PAGE>

NAME (AGE)
POSITION WITH FUND BUSINESS EXPERIENCE
------------------ -------------------
<S> <C>
Peter E. Ross (40) Mr. Ross became the Fund's Secretary in [19xx]. He
Secretary is also an attorney with Hewitt Associates LLC,
and serves as Secretary of the Hewitt Series
Trust.______________.
</TABLE>

Subject to the approval by shareholders of Proposal 1 at the meeting and
the effectiveness of the Proposed Management Agreement, the Board has elected
Douglas D. Peabody to serve as the Fund's President and Timothy G. Solberg to
serve as the Fund's Secretary and Treasurer.

BENEFICIAL SHARE OWNERSHIP OF MANAGEMENT

Based on information provided by the nominees, directors and officers, as
determined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, no nominee or director beneficially owns shares of any Portfolio of the
Fund.

The directors and officers of the Fund, as a group, did not own
beneficially more than 1% of the shares of any Portfolio.

REQUIRED VOTE

Directors are elected by the affirmative vote of a majority of shares
present at the meeting. A shareholder using the enclosed proxy card may vote for
all or for any of the nominees to the Board of Directors or withhold his or her
vote from all or any of the nominees.

The Board of Directors recommends a vote FOR the election of each nominee
for director.

<PAGE>

PROPOSAL 3

APPROVAL OF IMPLEMENTATION OF MASTER/FEEDER STRUCTURE

BACKGROUND

At a meeting on January 9, 2001, the Board approved various amendments to
the fundamental investment policies and restrictions of the Portfolios to permit
each Portfolio to pursue its investment objective by investing in another
open-end investment company. This fund structure is commonly referred to as a
master/feeder fund structure. These amendments are subject to approval by
shareholders at the meeting.

Under the master/feeder fund structure, the Portfolios would no longer
pursue their investment objectives by investing directly in the types of
securities indicated by their investment objectives and policies. Instead, each
Portfolio would pursue its investment objective by investing all of its
investable assets in a series (each series being a "New Portfolio") of CCM
Partner Funds (the "Trust"). Each New Portfolio will have the same investment
objective and substantially the same investment policies and restrictions as the
corresponding Portfolio of the Fund.

THE INVESTMENT ADVISER

If the master/feeder fund structure is approved by the Fund's shareholders
(through approval of this Proposal 3), CCMA, the proposed new Investment
Consultant of the Fund, will become the Trust's investment adviser and will
manage the assets of the New Portfolios pursuant to the terms of an investment
advisory agreement with the Trust in a manner substantially similar to the
manner in which the assets of the Funds are currently managed. As adviser of the
New Portfolios, CCMA will be responsible to select (subject to Board approval)
the investment managers that manage the investment of the New Portfolios and to
provide all of the same investment advisory related services that it would be
required to provide as Investment Consultant under the Proposed Management
Agreement. Interests in the New Portfolios will not be available for purchase
directly by members of the general public and will be sold only to the
Portfolios and to other investment funds that determine to pursue their
objectives by investing in the New Portfolios.

As the Trust's investment adviser, CCMA would receive an advisory fee from
each New Portfolio. This fee would be in lieu of the fees that are now paid by
Fund shareholders as participants in the AHA Program. As an investor in the New
Portfolios, each Portfolio of the Fund would indirectly bear a pro rata portion
of the advisory fees and other operating expenses of the New Portfolio in which
it invests. The Board and CCMA believe that, after conversion to the
master/feeder structure, Fund shareholders would bear expenses (including
expenses of the Fund and a pro rata share of expenses of the New Portfolios)
that would be approximately the same as the fees and expenses they now bear,
directly and indirectly, as participants in the AHA Program and shareholders of
the Fund.

Implementation of the proposed master/feeder fund structure will not affect
the value of a shareholder's investment in a Portfolio of the Fund. If
implementation of the master/feeder fund

<PAGE>

structure is not approved, the Fund will continue to operate in the same manner
as is now in effect.

POTENTIAL ADVANTAGES OF THE MASTER/FEEDER FUND STRUCTURE

As explained previously, in a master/feeder fund structure, one or more
funds ("feeder funds") pursue their investment goals by investing in another
fund (the "master fund"). This permits the feeder funds to pool their assets for
investment, resulting in the potential for economies of scale and cost
efficiencies. For example, when the master fund purchases or sells a portfolio
security, total transaction costs may be lower than would be the case if two or
more feeder funds each effected a separate transaction in the same security.
Other economies of scale exist to the extent that all or a portion of certain
fixed (or relatively fixed) costs normally borne by the feeder funds would be
incurred by the master fund and thus shared by the feeder funds. Although a
master/feeder fund structure also creates some duplication of expenses (because
certain costs, such as audit expenses and legal fees, are incurred by both the
master fund and the feeder funds), the structure generally offers the potential
for lower per share costs (and thus a higher investment return to investors) if
the assets of the master fund are substantially greater than the assets of the
individual feeder funds.

If the Fund's shareholders approve the proposed master/feeder fund
structure as set forth in this Proposal 3, the Portfolios, as well as other
mutual funds and certain other types of pooled investment vehicles, will be able
to invest in the New Portfolios. Because investors in these other funds and
investment vehicles might not otherwise invest in the Fund (based on eligibility
requirements or other considerations), there is a potential for increasing a New
Portfolio's asset base over that which could be achieved by a Portfolio of the
Fund.

A larger asset base would benefit a Portfolio and its shareholders to the
extent that it results in economies of scale that reduce the Portfolio's per
share operating costs. Certain expenses of a Portfolio and the corresponding New
Portfolio are relatively fixed and should not increase in direct proportion to
an increase in the level of the Portfolio's or the corresponding New Portfolio's
assets. Currently, each Portfolio of the Fund bears these expenses alone.
However, after the conversion to the master/feeder fund structure, these
expenses would be borne in whole or in part by the corresponding New Portfolio
and shared pro rata by the Portfolio and other investors in the corresponding
New Portfolio. In this way, it may be possible for the Fund to have lower per
share operating expenses.

If lower operating expenses are achieved, the Fund could become a more
attractive investment option for certain investors. This could result in
additional growth of the Fund's assets, which could in turn produce further
economies of scale in operating costs that would benefit all Fund shareholders.
A reduction in per share expenses could result from the spreading of fixed costs
across a larger asset base.

Although benefits could also be realized by the direct growth of the Fund's
assets without implementing the master/feeder fund structure, the Board of
Directors believes that growth of assets more likely can be achieved through
investments in the New Portfolios by entities in addition to the Fund. In this
regard, the Board reviewed marketing plans of CCMA, the Fund's proposed new
Investment Consultant and the investment adviser for the Trust, and its plans to

<PAGE>

make interests in the New Portfolios available to mutual funds and investment
pools in addition to the Portfolio and to possibly organize new series of the
Trust, including a money market fund and international equity fund. Thus, the
Board believes that there is a reasonable likelihood that the potential benefits
of the master/feeder fund structure can be achieved. There can be no assurance,
however, that an increase in assets of the New Portfolios or that the potential
benefits of such an increase in assets will be realized.

COMPARATIVE FEES AND EXPENSES

The following tables compare the present fees and estimated expenses of the
Fund with proposed fees and estimated expenses under the master/feeder fund
structure. It is designed to assist shareholders in understanding the various
direct and indirect costs and expenses (including the fees and estimated
expenses of the New Portfolios) that they will bear if the proposed
master/feeder fund structure is implemented.

The percentage set forth under "Other Expenses" in the column relating to
the present fees and expenses of the Fund is based upon the Fund's expenses for
the fiscal year ended June 30, 2000. The percentage set forth under "Other
Expenses" in the column relating to the proposed fees and estimated expenses
under the master/feeder fund structure are estimates of expenses for the coming
year and include each Portfolio's pro rata share of expenses of the New
Portfolios. It is estimated that, initially, there will be a 0.01% increase in
the expenses borne by the Portfolios under the master/feeder fund structure.

As discussed under Proposal 1, CCMA has agreed voluntarily to absorb
expenses of the Fund as may be necessary to limit the Fund's ordinary operating
expenses to certain specified levels as percentages of the average daily net
assets of the Portfolios. If the master/feeder fund structure is implemented,
this agreement will continue to apply. However, as previously noted, CCMA's
voluntary undertaking may be modified or terminated by CCMA at any time on prior
notice to the Fund.

<PAGE>

SHAREHOLDER FEES
(Fees Paid Directly From Your Investment)

PORTFOLIO
------------------------------------------------------------------------------------

FULL MATURITY LIMITED MATURITY
SHAREHOLDER FIXED INCOME FIXED INCOME
------------ ------------
DIVERSIFIED EQUITY BALANCED
------------------ --------
TRANSACTION EXPENSES CURRENT PROPOSED CURRENT PROPOSED CURRENT PROPOSED CURRENT PROPOSED
-------------------- ------- -------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge None None None None None None None None
(Load) Imposed on
Purchases (as a percentage
of offering price)

Maximum Deferred Sales None None None None None None None None
Charge (Load)

Maximum Sales Charge None None None None None None None None
(Load)

Redemption Fees None None None None None None None None

Exchange Fees None None None None None None None None
</TABLE>

ANNUAL PORTFOLIO OPERATING EXPENSES
(Expenses That Are Deducted From Portfolio Assets)
(As A Percentage of Average Net Assets)

PORTFOLIO
-----------------------------------------------------------------------------------------
FULL MATURITY LIMITED MATURITY
FIXED INCOME FIXED INCOME DIVERSIFIED EQUITY BALANCED
------------ ------------ ------------------ --------
CURRENT PROPOSED CURRENT PROPOSED CURRENT PROPOSED CURRENT PROPOSED
------- -------- ------- -------- ------- -------- ------- --------
(1) (1) (1) (1)
--- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees None 0.50% None 0.50% None 0.75% None 0.75%
Distribution and Service None None None None None None None None
(12b-1) Fees
Other Expenses:
1. Custody fees 0.05% 0.05% 0.03% 0.03% 0.03% 0.03% 0.11% 0.11%
2. Audit, legal,
administrative and
miscellaneous 0.29% 0.30% 0.19% 0.20% 0.11% 0.12% 0.40% 0.41%
3. Fee to Investment
Consultant (2) 0.50% NONE 0.50 NONE 0.75 NONE 0.75 NONE
----- ---- ---- ---- ---- ---- ---- ----
Total Annual Portfolio
Operating Expenses 0.84% 0.85% 0.72% 0.73% 0.89% 0.90% 1.26% 1.27%
===== ===== ===== ===== ===== ===== ===== =====
</TABLE>

(1) Proposed operating expenses under master/feeder fund structure.

(2) Shareholders previously would have incurred this fee individually as
participants in the AHA Program. The table assumes the standard fee applicable
for the standard level of program services.

<PAGE>

EXAMPLE. The following examples are intended to help you compare the cost of
investing in each Portfolio under the Fund's present structure and fee
arrangements with the costs of investing in the Portfolios if the master/feeder
structure is implemented. The examples assume that you invest $10,000 in a
Portfolio for the time periods indicated. The examples also assume that your
investment has a 5% return each year and that the Portfolio's operating expenses
remain the same. Although actual costs or investment return may be higher or
lower, based on these assumptions, the costs would be:

PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Full Maturity Fixed Income
Present Structure $86 $271 $476 $1,083
Proposed Master/Feeder Structure [ ] [ ] [ ] [ ]

Limited Maturity Fixed Income
Present Structure $74 $233 $408 $928
Proposed Master/Feeder Structure [ ] [ ] [ ] [ ]

Diversified Equity
Present Structure $91 $288 $504 $1,147
Proposed Master/Feeder Structure [ ] [ ] [ ] [ ]

Balanced
Present Structure $129 $407 $714 $1,624
Proposed Master/Feeder Structure [ ] [ ] [ ] [ ]
</TABLE>

BOARD CONSIDERATIONS

The Board considered the potential benefits and detriments of the proposed
master/feeder fund structure. It recognized that the Fund would be the first
feeder fund to participate in the structure as an investor in the Trust and that
there is a possibility that expenses could be higher than projected. In
addition, the Board recognized that CCMA could realize various benefits from the
implementation of the proposed arrangement and that, as the initial investor in
the New Portfolios, the Fund would be contributing to making these benefits to
CCMA possible. The master/feeder fund structure may facilitate the ability of
CCMA to increase assets under its management, which would result in increased
investment advisory and other fees being received by CCMA. It is also possible
that CCMA and its affiliates would provide various other services to new
investors attracted to the Trust and to feeder funds investing in the New
Portfolios. This could also result in the receipt of increased fees and revenues
by CCMA and its affiliates. In addition, because of CCMA's voluntary agreement
to absorb Fund expenses to the extent necessary to maintain the ordinary
operating expenses of the Portfolios at specified annual percentages of their
average daily net assets, it is possible that the need for CCMA to waive its
fees or absorb expenses will be reduced if the master/feeder fund structure
results in lower expenses for the Portfolios.

To address these considerations, CCMA agreed that its voluntary agreement
to waive fees and absorb Fund expenses would be consistent under the
master/feeder fund structure. CCMA also agreed that, if the growth of assets
under the structure enables it to negotiate lower

<PAGE>

fees from investment advisory firms managing the assets of the New Portfolios, a
certain percentage of that benefit would be passed on to the Portfolios through
a reduction of the advisory fees charged by CCMA to the New Portfolios. In
addition, CCMA may recommend two of the Independent Directors of the Fund to
serve as trustees of the Trust to help assure appropriate representation of the
Fund on all matters relating to the management of the Trust and the New
Portfolios.

The Board considered a variety of factors in determining whether to approve
the matters necessary to implement the master/feeder structure. It concluded
that there is a reasonable likelihood that the structure will benefit to Fund
and its shareholders and that the structure will make it feasible for the Fund
to create new portfolios to offer to its shareholders. Based upon its review and
evaluation of the proposed arrangements, the Board of Directors unanimously
approved each of the matters associated with implementation of the master/feeder
structure.

ADDITIONAL CONSIDERATIONS

Future events or circumstances may possibly cause the proposed
master/feeder fund structure to cease being an attractive investment structure
for the Fund. A Portfolio of the Fund may withdraw its investable assets from
the New Portfolio at any time, and will do so if the board of directors believes
it to be in the best interest of the Portfolio's shareholders. If a Portfolio
were to withdraw its investment in the New Portfolio, the Portfolio could either
invest directly in securities in accordance with its investment policies as is
now the case, or could invest in another pooled investment vehicle having the
same investment objective and substantially the same investment policies as the
Portfolio. In connection with the withdrawal of its investment in the New
Portfolio, the Portfolio could receive securities and other investments from the
New Portfolio instead of cash, which could cause the Portfolio to incur
brokerage, tax and other charges.

The New Portfolio may change its investment objective and certain of its
investment policies and restrictions without approval by its investors, but the
New Portfolio will notify the Fund (which in turn will notify the shareholders
of the relevant Portfolio) at least 120 days before implementing any change in
investment objective and at least 90 days before implementing any change in
investment policies. A change in the objective, policies or restrictions of the
New Portfolio may cause the relevant Portfolio to withdraw its investment in the
New Portfolio. Alternatively, the policies of a Portfolio of the Fund could be
amended, if deemed appropriate by the Board, to conform to those of the New
Portfolio. Certain investment restrictions of the New Portfolios may not be
changed without the approval of investors in the New Portfolios.

When a Portfolio of the Fund is asked to vote on matters concerning the
relevant New Portfolio, the Portfolio will either: (i) hold a meeting of its
shareholders to consider such matters, and cast its votes in proportion to the
votes received from its shareholders (shares for which the Portfolio receives no
voting instructions will be voted in the same proportion as the votes received
from the other Portfolio shareholders); or (ii) cast its votes, as an investor
in the New Portfolio, in proportion to the votes received by the New Portfolio
from all other investors in the New Portfolio.. However, the Portfolio could be
outvoted, or otherwise adversely affected, by other investors in the New
Portfolio.

<PAGE>

Interests in the New Portfolios will be held by investors other than the
Fund. These investors, which may include other mutual funds and other types of
pooled investment vehicles, offer shares (or interests) to their investors which
have costs and expenses that differ from those of the Fund. Thus, the investment
returns for investors in each fund that invests in the New Portfolio may differ.
These differences in returns are also present in other fund structures.

THE TRUST

CCM Partner Funds is an open-end, management investment company that was
organized on December 27, 2000 as a Delaware business trust. The Trust is a
"series fund," which is a mutual fund divided into separate portfolios. The
Trust currently has four series: Limited Maturity Fixed Income Master Portfolio,
Full Maturity Fixed Income Master Portfolio, Diversified Equity Master Portfolio
and Balanced Master Portfolio. Each series is a diversified portfolio of the
Trust and is treated as a separate entity for certain matters under the 1940
Act. From time to time, other portfolios may be established and sold.

MANAGEMENT

The Trust is governed by a Board of Trustees. A majority of the Board of
Trustees of the Trust will be comprised of persons who are not "interested
persons" (as defined by the 1940 Act) of the Trust. The following table sets
forth certain information about the persons who (it is anticipated) will serve
as trustees of the Trust, assuming that Proposal 1 is approved by shareholders
of the Fund and the Proposed Management Agreement with CCMA becomes effective:

PRINCIPAL OCCUPATION DURING
NAME (AGE) DURING THE LAST 5 YEARS
---------- -----------------------
<S> <C>
Charles Dougherty (--)

Frank A. Ehmann (66)

John D. Oliverio (47)

Douglas D. Peabody (--)

Edward Roob (59)
</TABLE>

It is anticipated that Messrs. Ehmann, Oliverio and Peabody will also serve as
directors of the Fund if they are elected by shareholders of the Fund at the
meeting. For this reason, the Trust and the Fund intend to adopt procedures
designed to deal with circumstances when these individuals may have a conflict
of interest arising from their service to both the Fund and the Trust. Mr.
Peabody is an "interested person" of the Trust as defined by Section 2(a)(19)
of the 1940 Act.

<PAGE>

SUB-ADVISORY AGREEMENTS WITH SUB-ADVISERS FOR THE SERIES

The Trust proposes to operate in a manner in which it may from time to
time, to the extent permitted by any exemption granted by the Securities and
Exchange Commission ("SEC"), permit the Board of Trustees of the Trust to
authorize its investment adviser to enter into new or amended agreements with
sub-advisers for each series of the Trust, including the New Portfolios (the
"Series"), without obtaining shareholder approval of such agreements, and to
permit such sub-advisers to manage the assets of the Series pursuant to such
sub-advisory agreements. This is similar to an exemption that the Fund currently
operates under, which permits Investment Managers of the Portfolios to be
retained without the need for shareholder approval. The Trust has already
applied for this exemptive relief.

CCMA currently expects that the initial sub-advisers of each New Portfolio
will be the same investment advisory firms as now serve as Investment Managers
of the Portfolios.

The 1940 Act generally provides that an investment adviser or sub-adviser
to a mutual fund may act as such only pursuant to a written contract that has
been approved by a vote of the fund's shareholders and by a vote of a majority
of the directors of the fund who are not parties to such contract or "interested
persons" of any party to such contract. However, the Trust and its investment
adviser, CCMA, have applied to the SEC for an exemption from the shareholder
approval requirement with respect to new or amended sub-advisory agreements that
may be entered into from time to time between CCMA and sub-advisers with respect
to the Series, under certain circumstances and subject to certain conditions
(the "Exemption Application"). If the SEC grants an exemptive order as sought in
the Exemption Application or any amendment thereto (the "Exemptive Order"), CCMA
would be permitted, under certain conditions, to enter into new or amended
sub-advisory agreements, including agreements with new sub-advisers (including,
if permitted by the Exemptive Order, a sub-adviser that is affiliated with the
Funds or CCMA), and agreements with existing sub-advisers if there is an
"assignment," as defined by the 1940 Act, or other event causing termination of
the existing sub-advisory agreement. Nonetheless, under the 1940 Act, even if
the Exemptive Order is granted, any sub-advisory agreement would be subject to
approval by a majority of the trustees of the Trust who are not parties to or
"interested persons" of any party to the agreement. Furthermore, the Trust would
still require shareholder approval to amend its advisory agreement with CCMA
(including any amendment to raise the management fee rate payable under that
agreement) or to enter into a new advisory agreement with CCMA or any other
investment adviser.

It is expected that the Exemptive Order may include as a condition a
requirement that, within 90 days after the hiring of any new sub-adviser or the
implementation of any proposed material change in a sub-advisory agreement, the
Trust will furnish shareholders substantially the same information about the new
sub-adviser and sub-advisory agreement that would have been included in a proxy
statement relating to shareholder approval of that agreement.

The Fund understands that the Trust has applied for the Exemptive Order for
several reasons. The Trust will utilize an adviser/sub-adviser management
structure, in which CCMA acts as the Series' investment adviser, delegating the
day-to-day portfolio management responsibilities for each Series to one or more
sub-advisers. The sub-advisers will manage the investment portfolios of the
Series, under the oversight and supervision of CCMA. Changing a

<PAGE>

Series sub-adviser is, therefore, analogous to replacing the portfolio manager
of a single-manager managed fund, which does not require shareholder approval
under the 1940 Act.

In addition, given the Trust's management structure, the shareholder
approval requirement under the 1940 Act may cause a Series' shareholders to
incur unnecessary expenses and could hinder the prompt implementation of
sub-advisory changes that are in the best interest of shareholders, such as
prompt removal of a sub-adviser if circumstances warrant such removal. CCMA has
informed the Board that it believes that without the ability to employ promptly
a new sub-adviser or re-employ promptly a current sub-adviser, as the case may
be, investors' expectations may be frustrated and a Series and its shareholders
could be seriously disadvantaged under various circumstances, such as the
following: (i) where a sub-adviser has been terminated because its performance
was unsatisfactory or its retention was otherwise deemed inadvisable; (ii) where
a sub-adviser has resigned; or (iii) where there has been a change in control of
a sub-adviser resulting in the termination of the sub-advisory agreement.

In the absence of an exemption, to obtain the shareholder approval required
by the 1940 Act for a sub-advisory agreement, a Series must convene a meeting of
shareholders. This invariably involves considerable delay and expense. Where
CCMA has recommended replacement of a sub-adviser, and the trustees have
determined that such replacement is necessary, the Series could receive less
than satisfactory sub-advisory services prior to the time that an agreement with
a new sub-adviser is approved by shareholders. Also, in that situation or where
there has been an unexpected resignation or change in control of a sub-adviser
(events that, in many cases, are beyond the control of a Series), the Series may
be forced to operate with a less than satisfactory sub-adviser for some period
of time. In such circumstances, without the ability to engage a new sub-adviser
promptly, CCMA might have to assume direct responsibility on a temporary basis
for management of the assets previously managed by a sub-adviser.

IMPLEMENTATION OF THE MASTER/FEEDER FUND STRUCTURE

The Fund will implement the new structure as soon as practicable after the
SEC has granted Exemptive Relief to the Trust, which the Trust believes will
most likely occur in the third quarter of 2001, or as soon as practicable
thereafter, provided that shareholders of the Fund approve Proposal 3 at the
special meeting. The Fund's management expect to implement the Fund's conversion
to the master/feeder fund structure by causing each Portfolio to contribute all
of its assets and liabilities to a corresponding New Portfolio of the Trust, in
exchange for shares of beneficial interest in the New Portfolio (the
"Contribution"). The Contribution will take place pursuant to a Plan of
Contribution between the Fund and the Trust.

PLAN OF CONTRIBUTION. The following description of certain of the terms of the
Plan of Contribution is qualified in its entirely by reference to the Plan of
Contribution attached as EXHIBIT B.

The Plan of Contribution provides that, among other things:
- Full Maturity Fixed Income Portfolio will transfer all of its assets
to Full Maturity Fixed Income Master Portfolio, a series of the Trust
("New FMFI Portfolio"), in

<PAGE>

exchange for shares of New FMFI Portfolio and New FMFI Portfolio
assuming all of the liabilities and duties of Full Maturity Fixed
Income Portfolio;

- Limited Maturity Fixed Income Portfolio will transfer all of its
assets to Limited Maturity Fixed Income Master Portfolio, a series of
the Trust ("New LMFI Portfolio"), in exchange for shares of New LMFI
Portfolio and New LMFI Portfolio assuming all of the liabilities and
duties of Limited Maturity Fixed Income Portfolio;

- Diversified Equity Portfolio will transfer all of its assets to
Diversified Equity Master Portfolio, a series of the Trust ("New DE
Portfolio"), in exchange for shares of New DE Portfolio and New DE
Portfolio assuming all of the liabilities and duties of Diversified
Equity Portfolio;

- Balanced Portfolio will transfer all of its assets to Balanced Master
Portfolio, a series of the Trust ("New Balanced Portfolio"), in
exchange for shares of New Balanced Portfolio and New Balanced
Portfolio assuming all of the liabilities and duties of Balanced
Portfolio.

NET ASSET VALUE. Once its assets are invested in one of the New Portfolios, a
Portfolio will value its holdings (I.E., its interest in the New Portfolio) at
their fair value, which will be based on the daily net asset value of the New
Portfolio. The net income of the Portfolios will be determined at the same time
and on the same days as the net income of each of the New Portfolios is
determined, which is the same time and days that the Portfolios currently use
for this purpose.

VOTING RIGHTS. As an investor in the New Portfolios each Portfolio of the Fund
will have voting rights as to certain matters, including all matters as to which
shareholders of investment companies registered under the 1940 Act are entitle
to vote. Whenever a Portfolio, as an investor in a New Portfolio, is requested
to vote on any matter submitted to investors in the Trust it will, as previously
noted, vote its interest in proportion to the votes of shareholders of the
Portfolio on the matter or in proportion to the votes received by the New
Portfolio from all other investors in the New Portfolio.

APPRAISAL RIGHTS. As a shareholder of any of the Portfolios, you will not have
appraisal rights in connection with the Contributions.

EXPENSES. The Fund will bear certain costs in connection with the Contribution.
These costs are not expected to be material.

FEDERAL INCOME TAX CONSEQUENCES. The Fund expects that the transactions
contemplated by the Contribution Agreement will be tax-free for federal income
tax purposes. The Fund [has received an opinion of Bell, Boyd and Lloyd, LLC,
counsel to the Trust,] that under the Internal Revenue Code of 1986, as amended
(the "Code"), the Contribution will not give rise to the recognition of income,
deductions, gain or loss for federal income tax purposes to the Fund, the Trust,
or the shareholders of the Portfolios.

<PAGE>

Each of the Portfolios intends to continue to qualify and elect to be
treated as a "regulated investment company" under Subchapter M of the Code. To
so qualify, a Portfolio will continue to be required to meet certain income,
distribution and diversification requirements. It is expected that, under the
master/feeder structure, the Portfolios will be able to satisfy these
requirements. Thus, provided the Portfolios distribute all of their net
investment income and realized capital gains to their shareholders in accordance
with the timing requirements imposed by the Code, the Portfolios will not pay
any federal income or excise taxes. The New Portfolios will qualify and elect to
be treated as a "partnerships" under the Code and, therefore, will not expect to
be required to pay any federal income or excise taxes. Income dividends and any
capital gain distributions by a New Portfolio to a Portfolio will be distributed
by the Portfolio to its shareholders, and such payments will be subject to
federal and applicable state income taxes on the Portfolio's shareholders.

COMPONENTS OF PROPOSAL 3

A. APPROVAL OF PLAN OF CONTRIBUTION (DISCUSSED ABOVE)

B. APPROVAL OF AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OF
THE PORTFOLIOS

Certain amendments to the fundamental investment restrictions of the
Portfolios are necessary to permit implementation of the master/feeder fund
structure. The Board of Directors approved these amendments on January 9, 2001.
Because the amendments involve a change in fundamental policies, the approval of
the amendments by shareholders is required by the 1940 Act.

1. DIVERSIFICATION

Each Portfolio is currently subject to a fundamental investment restriction
limiting the amount of its assets that can be invested in the securities of any
one issuer. It is proposed that the current restriction be amended. The current
restriction is as follows:

No Portfolio may purchase a security, other than Government Securities, if
as a result of such purchase more than 5% of the value of the Portfolio's
assets would be invested in the securities of any one issuer, or the
Portfolio would own more than 10% of the voting securities, or of any class
of securities, of any one issuer. For purposes of this restriction, all
outstanding indebtedness of an issuer is deemed to be a single class.

It is proposed that the first sentence of this restriction be amended by
adding the following clause:

. . . except that all of the investable assets of a Portfolio may be
invested in another registered investment company having the same
investment objective and substantially the same investment policies as
the Portfolio.

The proposed amendment would permit, in conjunction with Proposal 3A
discussed above, investments in another registered investment company as part of
a master/feeder fund structure.

<PAGE>

2. INDUSTRY CONCENTRATION

Each Portfolio is currently subject to a fundamental investment restriction
that does not permit it to concentrate its investments in any one industry. It
is proposed that the current restriction be amended to permit the Portfolio to
all of its investable assets in another registered investment company having the
same investment objective and substantially the same investment policies. The
current restriction is as follows:

No Portfolio may purchase a security, other than Government
Securities, if as a result of such purchase 25% or more of the value
of the Portfolio's total assets would be invested in the securities of
issuers in any one industry.

It is proposed that this restriction be amended to add the following
clause:

The proposed amendment would permit, in conjunction with Proposal 3A
discussed above, investments in another registered investment company as part of
a master/feeder fund structure.

3. UNDERWRITING

Each Portfolio is currently subject to a fundamental investment restriction
that does not permit it to act as a securities underwriter. It is proposed that
the current restriction be amended to permit investments in another registered
investment company. The current restriction is as follows:

No Portfolio may engage in the underwriting of securities except
insofar as a Portfolio may be deemed an underwriter under the
Securities Act of 1933 in disposing of a security.

It is proposed that this restriction be amended to add the following
clause:

...and except that all of the investable assets of a Portfolio may be
invested in another registered investment company having the same
investment objective and substantially the same investment policies as
the Portfolio.

The proposed amendment would permit, in conjunction with Proposal 3A
discussed above, investments in another registered investment company as part of
a master/feeder fund structure.

4. INVESTMENT COMPANIES

Each Portfolio is currently subject to a fundamental investment restriction
that prohibits the purchase of securities of any other investment company,
except in connection with a merger,

<PAGE>

consolidation, reorganization or acquisition of assets. It is proposed that this
investment restriction be eliminated. The current restriction is as follows:

No Portfolio may purchase the securities of any other investment
company, except in connection with a merger, consolidation,
reorganization or acquisition of assets.

Section 12(d)(1) of the 1940 Act imposes various percentage limitations on
any investment company purchasing the shares of a registered investment company,
but also provides certain exceptions from the limitations (e.g., purchases
pursuant to mergers, consolidations, reorganizations or other acquisitions of
assets are permitted), including an exception permitting a feeder fund to invest
in a master fund which is a registered investment company. Elimination of the
current investment restriction will thus permit implementation of the
master/feeder fund structure. It will also provide the Portfolios with
additional investment flexibility, enabling limited investments in other
investment companies for various purposes at times when the Portfolios do not
invest in a master fund. This could include investing idle funds in a money
market fund for cash management purposes or investing in a closed-end investment
company that is a "country fund" in order to facilitate the efficient investment
of a portion of a Portfolio's assets in the securities of issuers in a
particular foreign country.

5. UNSEASONED ISSUERS

Each Portfolio is currently subject to a fundamental investment restriction
limiting its investment in securities of issuers that have been in operation
less than three years ("unseasoned issuers"). It is proposed that the current
restriction be amended to permit implementation of the master/feeder structure.
This action is necessary because the Trust is a newly formed entity. The current
restriction is as follows:

No Portfolio may purchase the securities (other than Government
Securities) of an issuer having a record together with predecessors,
of less than three years' continuous operations, if as a result of
such purchase more than 5% of the value of the Portfolio's total
assets would be invested in such securities.

It is proposed that this restriction be amended to add the following
clause:

. . . except that this shall not prohibit a Portfolio from investing
all of its investable assets in another registered investment company
having the same investment objective and substantially the same
investment policies as the Portfolio.

6. EXERCISING MANAGEMENT OR CONTROL

Each Portfolio is currently subject to a fundamental investment restriction
that prohibits investment in the securities of a company for the purpose of
exercising management or control. It is proposed that this investment
restriction be amended to permit implementation of the master/feeder structure
and, in addition, that the restriction be reclassified as a non-fundamental
restriction. The current restriction is as follows:

<PAGE>

No Portfolio may invest for the purpose of exercising control or
management of another company.

It is proposed that this restriction be amended to add the following
clause:

This restriction is not required by the 1940 Act to be changeable only by
vote of shareholders of the Portfolios. By making the restriction
non-fundamental the Board of Directors will have the flexibility to amend the
restriction or eliminate the restriction in the future as to any Portfolio if it
deems such action to be consistent with the best interests of the Fund and its
shareholders. The Board has no present intention to take any such action.

EFFECT OF APPROVAL OR DISAPPROVAL OF PROPOSAL 3

By approving Proposal 3, shareholders of a Portfolio will approve the Plan
of Contribution and will ratify the corresponding investment advisory agreement
between the Trust and CCMA.

If any Portfolio does not receive the requisite shareholder vote to approve
Proposal 3, the master/feeder structure will not be implemented for any of the
Portfolios.

The Board of Directors, including the Independent Directors,
unanimously recommends that you vote to approve implementation of the
master/feeder fund structure by voting FOR Proposal 3.

35
<PAGE>

PROPOSAL 4

APPROVAL OF CERTAIN CHANGES TO THE FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE PORTFOLIOS

A. OWNERSHIP OF SECURITIES OF ISSUERS IN WHICH OFFICERS OR DIRECTORS OF THE
PORTFOLIO HAVE INVESTED

Each Portfolio is currently subject to a fundamental investment restriction
that prohibits the purchase of the securities of any issuer if any officers,
directors or partners of the Fund, Hewitt or any Investment Manager of a
Portfolio own individually more than 1% of the securities of such issuer and
together own more than 5% of the securities of such issuer. It is proposed that
this investment restriction be eliminated.. The current fundamental investment
restriction is set forth below:

No Portfolio may purchase the securities of any issuer if, to the knowledge
of the Fund, any officer or director of the Fund, or any officer, partner
or director of Hewitt or any Investment Manager, owns more than 1% of the
outstanding securities of such issuer and such officer, partners and
directors who own more than such 1% also own in the aggregate more than 5%
of the outstanding securities of such issuer.

This restriction was adopted in order to meet requirements imposed by the
laws of certain states. However, state laws no longer regulate the investment
practices of registered investment companies. Elimination of this restriction
will not significantly affect the Portfolios' investment practices because
various provisions of the 1940 Act regulate transactions between an investment
company and companies that are affiliated persons, as defined by the 1940 Act,
of the investment company or affiliated persons of such affiliated persons. With
certain very limited exceptions, these types of transactions are generally
prohibited by the 1940 Act.

B. LIQUIDITY

Each Portfolio is currently subject to a fundamental investment restriction
that prohibits the purchase of a security if, as a result, 10% or more of the
value of the Portfolio's total assets will be subject to a legal or contractual
restrictions on resale or would be illiquid. It is proposed that this investment
restriction be reclassified as non-fundamental. This would give the Board the
ability to increase the percentage of a Portfolio's assets that may be invested
in restricted or illiquid securities, without the need for shareholder approval,
if it deemed this appropriate to do in the future (although the Board has no
present intention of approving such a change). For example, under current SEC
interpretations a mutual fund may invest up to 15% of its assets in illiquid
securities. The current restriction is as follows:

No Portfolio may purchase the securities of any issuer, if as a result of
such purchase more than 10% of the value of the Portfolio's total assets
would be invested in securities that are subject to a legal or contractual
restriction on resale or are illiquid. (As a matter of non-fundamental
policy, repurchase agreements maturing in more than seven days, certain
time deposits and over-the-counter options are considered to be illiquid).

<PAGE>

It is also proposed that the restriction be amended to apply solely to
illiquid securities. This change would enable the Portfolios to purchase
securities that are restricted securities without limitation to the extent that
those securities are deemed liquid under procedures that may be adopted by the
Board. For example, there are restricted securities that may be purchased and
sold by "qualified institutional buyers" without registration in accordance with
Rule 144A under the Securities Act of 1933, and with respect to certain of these
securities there are liquid markets. Currently, the purchase of these securities
by a Portfolio would be subject to the 10% limitation applicable to the purchase
of restricted and illiquid securities. The proposed amended restriction is as
follows:

No Portfolio may purchase the securities of any issuer, if as a result of
the purchase more than 10% of the value of the Portfolio's total assets
would be invested in securities that are illiquid. (As a matter of
non-fundamental policy, repurchase agreements maturing in more than seven
days, certain time deposits and over-the-counter options are considered to
be illiquid).

The Board of Directors, including the Independent Directors, unanimously
recommends that you vote FOR approval of the foregoing amendments to the
investment restrictions of the Portfolios.

PROPOSAL 5

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, including each of the Independent Directors, has
selected Arthur Andersen LLP as independent public accountants of the Fund for
the fiscal year ending June 30, 2001. Arthur Andersen LLP has served as
independent public accountants for the Fund since the Fund's inception. We ask
you to ratify the Board's selection at the meeting.

[We expect that representatives of Arthur Andersen LLP will be available at
the meeting to answer appropriate questions, and may make a statement if they
desire to do so.]

The Board recommends that you vote FOR the ratification of the selection of
Arthur Andersen LLP as independent public accountants of the Fund for the
fiscal year ending June 30, 2001.

<PAGE>

OTHER SHAREHOLDER INFORMATION

The following persons were known by the Fund to own beneficially (with sole or
shared voting or investment power) more than 5% of shares of the Fund or one or
more of the Portfolio as of December 31, 2000:

THE FUND

Percentage of Total
Name Number of Shares Outstanding Shares
---- ---------------- ------------------
<S> <C> <C>

</TABLE>

<PAGE>

FULL MATURITY FIXED INCOME PORTFOLIO

Percentage of Total
Name Number of Shares Outstanding Shares
---- ---------------- ------------------
<S> <C> <C>
Baptist Health Care Corporation 754,138.920 19.846%
Pensacola, FL

Vail Valley Medical Center 696,545.371 18.330%
Vail, CO

Lee Hospital 655,431.128 17.248%
Johnstown, PA

Lewistown Hospital 399,661.200 10.518%
Lewistown, PA

Deaton Specialty Hospital 312,583.034 8.226%
Baltimore, MD

Dearborn County Hospital 272,036.707 7.159%
Lawrenceburg, IN

Graham Hospital 196,370.635 5.168%
Canton, IL
</TABLE>

<PAGE>

LIMITED MATURITY FIXED INCOME PORTFOLIO

Percentage of Total
Name Number of Shares Outstanding Shares
---- ---------------- ------------------
<S> <C> <C>
Lewistown Hospital 1,104,831.994 21.207%
Lewistown, PA

Sherman Hospital 749,170.523 14.380%
Elgin, IL

Vail Valley Medical Center 497,512.115 9.550%
Vail, CO

Covenant Medical Center 428,375.967 8.222%
Waterloo, IA

Trinity Medical Center 399,923.414 7.676%
Steubenville, OH

Hospital Research and Educational Trust 261,535.397 5.020%
Chicago, IL
</TABLE>

<PAGE>

DIVERSIFIED EQUITY PORTFOLIO

Percentage of Total
Name Number of Shares Outstanding Shares
---- ---------------- ------------------
<S> <C> <C>
Laughlin Memorial Hospital 1,029,573.854 18.216%
Greeneville, TN

Baptist Health Care Corporation 835,192.387 14.777%
Pensacola, FL

Lee Hospital 631,772.911 11.178%
Johnstown, PA

Lewistown Hospital 466,079.717 8.246%
Lewistown, PA

Grande Ronde Hospital 339,160.173 6.001%
La Grande, OR

Dearborn County Hospital 325,050.342 5.751%
Lawrenceburg, IN

Flathead Health Center Inc. 301,115.042 5.328%
Kalispell, MT
</TABLE>

BALANCED PORTFOLIO

Percentage of Total
Name Number of Shares Outstanding Shares
---- ---------------- ------------------
<S> <C> <C>
Baptist Health Care Corporation 1,347,843.247 52.530%
Pensacola, FL

Lee Hospital 622,515.347 24.261%
Johnstown, PA

Flathead Health Center Inc. 470,482.652 18.336%
Kalispell, MT
</TABLE>

<PAGE>

SHAREHOLDER PROPOSALS

The Fund is not required to hold annual meetings of shareholders and currently
does not intend to hold annual meetings unless shareholder action is required in
accordance with the 1940 Act or the Fund's Articles of Incorporation or By-Laws.
A shareholder proposal to be considered for inclusion in the proxy statement for
any subsequent meeting of shareholders must be submitted within a reasonable
time before that proxy statement is mailed. Whether a proposal submitted will be
included in the proxy statement will be determined in accordance with applicable
federal and state laws.

SHAREHOLDER REPORTS

Peter E. Ross

SECRETARY

<PAGE>

EXHIBIT A

PROPOSED MANAGEMENT AGREEMENT

<PAGE>

EXHIBIT B

PLAN OF CONTRIBUTION

<PAGE>

PROXY CARD

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AHA INVESTMENT FUNDS, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD
ON FEBRUARY 22, 2001.

The undersigned hereby appoints __________________, ______________ and
_________________, and each of them, attorneys and proxies of the undersigned,
each with the power of substitution and resubstitution, to vote all shares of
the Full Maturity Fixed Income Portfolio (the "Portfolio") that the undersigned
may be entitled to vote with respect to the following proposals at the
above-referenced special meeting of shareholders and any adjournment or
adjournments thereof in accordance with the instructions indicated below, if
any, and with all the powers which the undersigned would possess if personally
present, hereby revoking any prior proxy to vote at such meeting. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders of the Fund and the proxy statement dated ____________, 200_.

NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S) HEREON. CORPORATE OR PARTNERSHIP
PROXIES SHOULD BE SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN AUTHORIZED
OFFICER. EACH JOIN OWNER SHOULD SIGN PERSONALLY. WHEN SIGNING AS A FIDUCIARY,
PLEASE GIVE FULL TITLE AS SUCH.

-----------------------------------------------------------------
Signature

-----------------------------------------------------------------
Signature of joint owner, if any

-----------------------------------------------------------------
Date

VOTE THIS PROXY CARD TODAY!

This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The board of directors
recommends that you vote FOR each of the proposals below.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.

Example: [X]

1. Approval of the Proposed Corporate Management Agreement between the Fund
and CCM Advisors LLC ("CCMA") with respect to the Portfolio

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

<PAGE>

PROXY CARD - PAGE 2

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

2. Election of Directors

<TABLE>
<S> <C> <C> <C>
(1) Anthony J. Burke (2) Frank A. Ehmann (3) Richard J. Evans (4) Douglas D. Peabody

(5) John D. Oliverio (6) Timothy G. Solberg (7) Thomas J. Tucker (8) John L. Yoder
</TABLE>

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) ABOVE.

3. Approval of Proposed Master/Feeder Structure

(3A) Approval of the Plan of Contribution

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(3B) Proposed changes to fundamental investment restrictions

1. Diversification of investments

2. Industry concentration

3. Underwriting securities of other issuers

4. Purchase of investment company securities

5. Securities of unseasoned issuers

6. Purchasing securities for purposes of exercising
management or control

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION(S), MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE.

<PAGE>

PROXY CARD - PAGE 3

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

4. Approval of changes to the following fundamental investment restrictions of
the Portfolio:

(4A) Ownership of Securities of Issuers in Which Officers or Directors of
the Fund or Certain Other Persons Have Invested

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(4B) Investments in Restricted and Illiquid Securities

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

5. Ratification of the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the Fund's 2001 fiscal year

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

6. In their discretion, on any other matter that may properly come before the
meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY CARD

AHA INVESTMENT FUNDS, INC.
LIMITED MATURITY FIXED INCOME PORTFOLIO

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AHA INVESTMENT FUNDS, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD
ON FEBRUARY 22, 2001.

The undersigned hereby appoints __________________, ______________ and
_________________, and each of them, attorneys and proxies of the undersigned,
each with the power of substitution and resubstitution, to vote all shares of
the Limited Maturity Fixed Income Portfolio (the "Portfolio") that the
undersigned may be entitled to vote with respect to the following proposals at
the above-referenced special meeting of shareholders and any adjournment or
adjournments thereof in accordance with the instructions indicated below, if
any, and with all the powers which the undersigned would possess if personally
present, hereby revoking any prior proxy to vote at such meeting. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders of the Fund and the proxy statement dated ____________, 200_.

----------------------------------------------------------------
Signature

----------------------------------------------------------------
Signature of joint owner, if any

-----------------------------------------------------------------
Date

VOTE THIS PROXY CARD TODAY!

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.

Example: [X]

1. Approval of the Proposed Corporate Management Agreement between the Fund
and CCM Advisors LLC ("CCMA") with respect to the Portfolio

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

<PAGE>

PROXY CARD - PAGE 2

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

2. Election of Directors

<TABLE>
<S> <C> <C> <C>
(1) Anthony J. Burke (2) Frank A. Ehmann (3) Richard J. Evans (4) Douglas D. Peabody

(5) John D. Oliverio (6) Timothy G. Solberg (7) Thomas J. Tucker (8) John L. Yoder
</TABLE>

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) ABOVE.

3. Approval of Proposed Master/Feeder Structure

(3A) Approval of the Plan of Contribution

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(3B) Proposed changes to fundamental investment restrictions

1. Diversification of investments

2. Industry concentration

3. Underwriting securities of other issuers

4. Purchase of investment company securities

5. Securities of unseasoned issuers

7. Purchasing securities for purposes of exercising
management or control

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION(S), MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE.

<PAGE>

PROXY CARD - PAGE 3

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

4. Approval of changes to the following fundamental investment restrictions of
the Portfolio:

(4A) Ownership of Securities of Issuers in Which Officers or
Directors of the Fund or Certain Other Persons Have Invested

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(4B) Investments in Restricted and Illiquid Securities

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

5. Ratification of the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the Fund's 2001 fiscal year

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

6. In their discretion, on any other matter that may properly come before the
meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY CARD

AHA INVESTMENT FUNDS, INC.
DIVERSIFIED EQUITY PORTFOLIO

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AHA INVESTMENT FUNDS, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD
ON FEBRUARY 22, 2001.

The undersigned hereby appoints __________________, ______________ and
_________________, and each of them, attorneys and proxies of the undersigned,
each with the power of substitution and resubstitution, to vote all shares of
the Diversified Equity Portfolio (the "Portfolio") that the undersigned may be
entitled to vote with respect to the following proposals at the above-referenced
special meeting of shareholders and any adjournment or adjournments thereof in
accordance with the instructions indicated below, if any, and with all the
powers which the undersigned would possess if personally present, hereby
revoking any prior proxy to vote at such meeting. The undersigned hereby
acknowledges receipt of the Notice of Special Meeting of Shareholders of the
Fund and the proxy statement dated ____________, 200_.

-----------------------------------------------------------------
Signature

-----------------------------------------------------------------
Signature of joint owner, if any

-----------------------------------------------------------------
Date

VOTE THIS PROXY CARD TODAY!

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.

Example: [X]

1. Approval of the Proposed Corporate Management Agreement between the Fund
and CCM Advisors LLC ("CCMA") with respect to the Portfolio

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

<PAGE>

PROXY CARD - PAGE 2

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

2. Election of Directors

<TABLE>
<S> <C> <C> <C>
(1) Anthony J. Burke (2) Frank A. Ehmann (3) Richard J. Evans (4) Douglas D. Peabody

(5) John D. Oliverio (6) Timothy G. Solberg (7) Thomas J. Tucker (8) John L. Yoder
</TABLE>

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) ABOVE.

3. Approval of Proposed Master/Feeder Structure

(3A) Approval of the Plan of Contribution

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(3B) Proposed changes to fundamental investment restrictions

1. Diversification of investments

2. Industry concentration

3. Underwriting securities of other issuers

4. Purchase of investment company securities

5. Securities of unseasoned issuers

8. Purchasing securities for purposes of exercising
management or control

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION(S), MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE.

<PAGE>

PROXY CARD - PAGE 3

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

4. Approval of changes to the following fundamental investment restrictions of
the Portfolio:

(4A) Ownership of Securities of Issuers in Which Officers or
Directors of the Fund or Certain Other Persons Have Invested

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(4B) Investments in Restricted and Illiquid Securities

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

5. Ratification of the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the Fund's 2001 fiscal year

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

6. In their discretion, on any other matter that may properly come before the
meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY CARD

AHA INVESTMENT FUNDS, INC.
BALANCED PORTFOLIO

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AHA INVESTMENT FUNDS, INC.
(THE "FUND") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE FUND TO BE HELD
ON FEBRUARY 22, 2001.

The undersigned hereby appoints __________________, ______________ and
_________________, and each of them, attorneys and proxies of the undersigned,
each with the power of substitution and resubstitution, to vote all shares of
the Balanced Portfolio (the "Portfolio") that the undersigned may be entitled to
vote with respect to the following proposals at the above-referenced special
meeting of shareholders and any adjournment or adjournments thereof in
accordance with the instructions indicated below, if any, and with all the
powers which the undersigned would possess if personally present, hereby
revoking any prior proxy to vote at such meeting. The undersigned hereby
acknowledges receipt of the Notice of Special Meeting of Shareholders of the
Fund and the proxy statement dated ____________, 200_.

-----------------------------------------------------------------
Signature

-----------------------------------------------------------------
Signature of joint owner, if any

-----------------------------------------------------------------
Date

VOTE THIS PROXY CARD TODAY!

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.

Example: [X]

1. Approval of the Proposed Corporate Management Agreement between the Fund
and CCM Advisors LLC ("CCMA") with respect to the Portfolio

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

<PAGE>

PROXY CARD - PAGE 2

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

2. Election of Directors

<TABLE>
<S> <C> <C> <C>
(1) Anthony J. Burke (2) Frank A. Ehmann (3) Richard J. Evans (4) Douglas D. Peabody

(5) John D. Oliverio (6) Timothy G. Solberg (7) Thomas J. Tucker (8) John L. Yoder
</TABLE>

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) ABOVE.

3. Approval of Proposed Master/Feeder Structure

(3A) Approval of the Plan of Contribution

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(3B) Proposed changes to fundamental investment restrictions

1. Diversification of investments

2. Industry concentration

3. Underwriting securities of other issuers

4. Purchase of investment company securities

5. Securities of unseasoned issuers

9. Purchasing securities for purposes of exercising
management or control

FOR ALL AGAINST ALL FOR ALL EXCEPT:
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION(S), MARK THE "FOR ALL
EXCEPT" BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE.

<PAGE>

PROXY CARD - PAGE 3

AHA INVESTMENT FUNDS, INC.
FULL MATURITY FIXED INCOME PORTFOLIO

4. Approval of changes to the following fundamental investment restrictions of
the Portfolio:

(4A) Ownership of Securities of Issuers in Which Officers or
Directors of the Fund or Certain Other Persons Have Invested

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

(4B) Investments in Restricted and Illiquid Securities

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

5. Ratification of the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the Fund's 2001 fiscal year

FOR AGAINST ABSTAIN
<S> <C> <C>
[ ] [ ] [ ]
</TABLE>

6. In their discretion, on any other matter that may properly come before the
meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.