ACHIEVEMENT FUNDS TRUST, DEFS14A, 1996-10-07

ACHIEVEMENT FUNDS TRUST
DEFS14A, 1996-10-07

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential,
for Use of the Commission Only
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Achievement Funds Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

The Achievement Funds Trust
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box): N/A
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transactions applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total Fee Paid:

- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

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

- ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.

<PAGE> 2

THE ACHIEVEMENT FUNDS TRUST

IMPORTANT SHAREHOLDER INFORMATION

The document you hold in your hands contains your proxy statement and proxy
card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells
us how to vote on your behalf on important issues relating to your Trust. If you
simply sign the proxy card without specifying a vote, your shares will be voted
in accordance with the recommendations of the Board of Trustees.

We urge you to spend a few minutes with the proxy statement, fill out the proxy
card, and return it to us. Voting your proxy, and doing so promptly, ensures
that the Trust will not need to conduct additional mailings. When shareholders
do not return their proxies in sufficient numbers, we have to incur the expense
of follow-up solicitations, which may cost your Trust money.

Please take a few moments to exercise your right to vote. Thank you.
<PAGE> 3

THE ACHIEVEMENT FUNDS TRUST

Dear Shareholder,

The attached proxy statement solicits your vote as a Shareholder of The
Achievement Funds Trust (the "Trust") on an important proposal being recommended
by the Board of Trustees. Even if you are not currently a Shareholder of the
Trust, you are still eligible to vote. Votes are solicited from Shareholders of
record as of September 20, 1996.

A Special Meeting of the Shareholders of the Trust has been scheduled for
Thursday, November 7, 1996. While you are, of course, welcome to join us at the
meeting, most Shareholders cast their vote by filling out and signing the proxy
card that accompanies the attached proxy statement.

The attached proxy statement is designed to give you further information
relating to the proposal on which you are asked to vote. We encourage you to
support the trustees' recommendation. The proposal described in the proxy
statement relates to the following matter:

TO ELECT THREE TRUSTEES, EACH TO SERVE DURING THE LIFETIME OF THE TRUST AND
UNTIL ITS TERMINATION OR UNTIL THE TRUSTEE SOONER DIES, RESIGNS OR IS
REMOVED.

Your vote is important to us. Please mark, sign, and date the enclosed
proxy card and return it as soon as possible. For your convenience, we have
enclosed a self-addressed stamped envelope. If you have questions about the
proposal please call 1-800-472-0577. Thank you for taking the time to consider
this important proposal and for your investment in the Trust.

Sincerely,

/s/ David G. Lee
_____________________

David G. Lee
President
The Achievement Funds Trust
<PAGE> 4

THE ACHIEVEMENT FUNDS TRUST
680 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 7, 1996

To the Shareholders of the Achievement Funds Trust:

Notice is hereby given that a Special Meeting of Shareholders of The
Achievement Funds Trust (the "Trust") will be held on Thursday, November 7,
1996, at 3:00 p.m. Eastern time, at the offices of the Trust, 680 East
Swedesford Road, Wayne, Pennsylvania 19087, for the following purposes:

1. To elect three trustees, each to serve during the lifetime of the Trust
and until its termination or until the trustee sooner dies, resigns or
is removed; and

2. To transact any other business, not currently contemplated, that may
properly come before the meeting, in the discretion of the proxies or
their substitutes.

Shareholders of record at the close of business on September 20, 1996, are
entitled to notice of, and to vote at, the Special Meeting or any adjournments
thereof.

SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
POSTAGE PAID RETURN ENVELOPE THE ACCOMPANYING PROXY WHICH IS BEING SOLICITED BY
THE MANAGEMENT OF THE TRUST. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A
QUORUM AT THE SPECIAL MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY
ARE EXERCISED BY THE SUBSEQUENT EXECUTION AND SUBMISSION OF A REVISED PROXY, BY
GIVING WRITTEN NOTICE OF REVOCATION TO THE TRUST AT ANY TIME BEFORE THE PROXY IS
EXERCISED OR BY VOTING IN PERSON AT THE SPECIAL MEETING.

October 9, 1996

BY ORDER OF THE BOARD OF TRUSTEES,

KATHRYN L. STANTON, SECRETARY
<PAGE> 5

THE ACHIEVEMENT FUNDS TRUST
680 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
------------------------

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 7, 1996

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Achievement Funds Trust, a Massachusetts
business trust (the "Trust"), for use at the Special Meeting of Shareholders of
the Trust to be held on November 7, 1996 and at any adjourned session thereof
(such meeting and any adjournment thereof are hereinafter referred to as the
"Meeting"). Even though you sign and return the accompanying proxy, you may
revoke it by giving written notice of such revocation to the Secretary of the
Trust prior to the Meeting or by delivering a subsequently dated proxy or by
attending and voting at the Meeting in person.

The Trust expects to solicit proxies principally by mail, but the Trust may
also solicit proxies by telephone or personal interview. The expenses of this
solicitation and the Meeting will be paid by the Trust. This Proxy Statement was
first mailed to shareholders on or about October 9, 1996.

The most recent Annual Report for the Trust and the Trust's unaudited
semi-annual report for the six-month period ended July 31, 1996 are available at
no cost to Trust shareholders, upon written or oral request by contacting the
Trust at 680 East Swedesford Road, Wayne, Pennsylvania 19087, or by calling
1-800-472-0577.

The Board of Trustees has fixed the close of business on September 20,
1996, as the record date for the determination of the shareholders entitled to
notice of, and to vote at, the Meeting. As of that date, there were
49,950,021.266 outstanding shares of common stock of the Trust, with each share
being entitled to one vote on each matter to come properly before the Meeting.

Unless specific instructions are given to the contrary, the persons named
in the accompanying proxy will vote the number of shares represented thereby as
directed by the proxy, or, in the absence of such direction, FOR the election of
trustees as set forth below. Assuming a quorum of a majority of the outstanding
shares entitled to vote at the Meeting is present, the affirmative vote of a
plurality of all votes cast at the Meeting is required for the election of
trustees. Abstentions and broker non-votes will be counted as shares present at
the Meeting for quorum purposes, but will not be counted as votes cast and will
have no effect on the results of the vote.

If a quorum is not present by the time scheduled for the Meeting, or if a
quorum is present but sufficient votes in favor of any of the proposals
described in this Proxy Statement are not received, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitations of proxies. Any such adjournment will require the affirmative vote
of a majority of the

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<PAGE> 6

shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of any such
adjournment those proxies which instruct them to vote in favor of any of the
proposals to be considered at the adjourned Meeting, and will vote against any
such adjournment those proxies which instruct them to vote against or to abstain
from voting on all of the proposals to be considered at the adjourned Meeting.

ELECTION OF TRUSTEES

The Board of Trustees of the Trust currently consists of five members. It
is proposed that three additional trustees be elected at the Meeting.

Under the terms of the Trust's Master Trust Agreement dated December 16,
1988, which agreement was amended and restated on October 7, 1994 and was
further amended on December 1, 1994 (the "Master Trust Agreement"), each trustee
who is elected at the Meeting will serve during the lifetime of the Trust or
until the trustee sooner dies, resigns or is removed. Each of the nominees has
agreed to serve as a trustee if elected. If any of the nominees is unable to
serve for any reason, the persons named as proxies will vote for such other
nominee or nominees as the trustees who are not "interested persons" of the
Trust, as defined in the Investment Company Act of 1940, as amended (the "1940
Act"), may recommend. It is the intention of the persons named in the enclosed
form of proxy, unless otherwise directed by shareholders executing proxies, to
vote all proxies "FOR" the election of the three nominees listed below.

Under Massachusetts law, and the 1940 Act, the Trust is not required to
hold an annual meeting of shareholders. The Trust does not hold annual
shareholder meetings so as to achieve cost savings by eliminating printing
costs, mailing charges and other expenses involved in routine annual meetings.

The Board of Trustees may call special meetings of shareholders for action
by shareholder vote as may be required by the 1940 Act, or required or permitted
by the Master Trust Agreement and the By-Laws of the Trust. In compliance with
the 1940 Act, shareholder meetings will be held to elect trustees whenever fewer
than a majority of the trustees holding office have been elected by the
shareholders or, if necessary in the case of filling vacancies, to assure that
at least two-thirds of the trustees holding office after vacancies are filled
have been elected by the shareholders. The Trust may hold shareholder meetings
to approve changes in investment policy, a new investment advisory agreement or
other matters requiring shareholder action under the 1940 Act. A meeting may
also be called by shareholders holding at least 10% of the shares entitled to
vote at the meeting for the purpose of voting upon the removal of trustees, in
which case shareholders may receive assistance in communicating with other
shareholders.

2
<PAGE> 7

INFORMATION REGARDING NOMINEES

The following schedule sets forth certain information concerning each of
the nominees.

<TABLE>
<CAPTION>
SHARES OF TRUST
NAME AND POSITION PRINCIPAL OCCUPATION AND AFFILIATIONS BENEFICIALLY OWNED
WITH THE TRUST AGE DURING THE PAST FIVE YEARS AS OF JANUARY 31, 1996
- ---------------------- --- ---------------------------------------------------------------
<S> <C> <C> <C>
James H. Gardner 72 Professor, University of Utah. 0
Nominee for Trustee
Blaine Huntsman 60 Private investor 1995-present. Chairman & 0
Nominee for Trustee CEO, Olympus Capital Corp. 1988-1995.
Director, Zions Cooperative Mercantile
Institution.
Kent H. Murdock 49 President, O.C. Tanner Company 0
Nominee for Trustee 1991-present. Lawyer, Ray, Quinney &
Nebeker P.C. (law firm) 1976-1991.
</TABLE>

BOARD APPROVAL OF THE ELECTION OF TRUSTEES

The persons nominated for election as trustees at the Meeting are not
"interested persons" of the Trust or the Trust's investment adviser within the
meaning of Section 2(a)(19) of the 1940 Act. Under the terms of the Trust's
Distribution Plan for its Retail Class A shares, the selection and nomination of
trustees who are not interested persons of the Trust is committed to the
discretion of the trustees then in office who are not interested persons of the
Trust.

The Board of Trustees evaluated candidates for nomination at an in-person
meeting on August 2, 1996 and nominated and recommended the nominees by
unanimous written consent of the trustees, including those trustees who are not
interested persons of the Trust, on September 5, 1996.

SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES

The favorable vote of a plurality of shares represented at the Meeting at
which a majority of shareholders entitled to vote is present is required for the
election of trustees. If the nominees are not approved by the shareholders of
the Trust, the current Board of Trustees will consider alternative nominations.

3
<PAGE> 8

GENERAL INFORMATION

BOARD OF TRUSTEES

Information about the current trustees is set forth below.

<TABLE>
<CAPTION>
SHARES OF TRUST
BENEFICIALLY OWNED
POSITION WITH PRINCIPAL OCCUPATION AND AFFILIATIONS AS OF
NAME THE TRUST AGE DURING THE PAST FIVE YEARS JANUARY 31, 1996
- --------------------------- -------------- --- ------------------------------------- ------------------
<S> <C> <C> <C> <C>
Frederick A. Moreton, Jr.* Trustee 57 Vice President, Paine Webber, 0
since 1989 Incorporated.
Robert G. Love Trustee 72 Retired since 1989. Chairman, Harris 0
since 1989** & Love, Inc. prior to 1989.
August Glissmeyer, Jr. Trustee 70 Retired since 1986. Partner, Deloitte 0
since 1989** & Touche prior to 1986.
Carl S. Minden Trustee 74 Retired. 0
since 1989**
George L. Denton, Jr.* Trustee 76 Retired since 1990. Executive Vice 0
since 1990 President and Manager, Capital
Markets and Funds Management
Division, First Security Corporation
prior to 1990.
</TABLE>

- ---------------
* Messrs. Moreton and Denton are "interested persons" of the Trust, as defined
in the 1940 Act, because of their ownership of stock of First Security
Corporation, the parent corporation of the Trust's investment adviser, and
Mr. Moreton's position with PaineWebber, a registered broker-dealer.

** Messrs. Love, Minden and Glissmeyer are members of the Trust's Audit
Committee. Mr. Glissmeyer serves as Chairman of the Audit Committee.

During the fiscal year ended January 31, 1996, the Trust's Board of
Trustees met four times and the Audit Committee met two times. During such
fiscal year, all of the Trust's trustees, except Mr. Mitchell Melich, attended
at least 75% of the aggregate of the number of meetings of the Board of Trustees
and the number of meetings held by the Audit Committee of the Board on which
such trustee served. Mr. Melich resigned his position of trustee of the Trust on
May 17, 1996.

The functions of the Trust's Audit Committee include (i) advising the Board
of Trustees with regard to the appointment of the Trust's independent auditors,
(ii) reviewing and approving audit and non-audit services provided by the
Trust's independent auditors, (iii) meeting with the financial officers of the
Trust to review the conduct of accounting and internal controls, and (iv)
meeting with the Trust's

4
<PAGE> 9

counsel to review legal issues that may impact the financial reporting process.
None of the members of the Audit Committee are "interested persons" of the Trust
as defined by the 1940 Act.

REMUNERATION OF TRUSTEES

Trustees receive from the Trust an annual fee and are reimbursed for all
out-of-pocket expenses relating to attendance of meetings. The fees paid to
trustees for the fiscal year ended January 31, 1996, are shown below. Officers
of the Trust do not receive compensation from the Trust for serving as officers.
No person who is a director, officer or employee of the Adviser serves as a
trustee, officer or employee of the Trust.
COMPENSATION TABLE

<TABLE>
<CAPTION>
PENSION OR RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED FROM TRUST
COMPENSATION AS PART OF ESTIMATED ANNUAL AND FUND
TRUSTEE(1) FROM THE TRUST TRUST EXPENSES BENEFITS UPON RETIREMENT COMPLEX(2)
- ------------------------ -------------- --------------------- ------------------------ ------------------
<S> <C> <C> <C> <C>
Frederick A. Moreton, $4,000 $ 0 $0 $4,000
Jr.
Robert G. Love $4,000 $ 0 $0 $4,000
August Glissmeyer, Jr. $4,000 $ 0 $0 $4,000
Carl S. Minden $4,000 $ 0 $0 $4,000
George L. Denton, Jr. $4,000 $ 0 $0 $4,000
</TABLE>

- ---------------
(1) Mitchell Melich served as a trustee of the Trust until his resignation on
May 17, 1996. He received $4,000 in aggregate compensation from the Trust
during its fiscal year ended January 31, 1996. He is not entitled to receive
any pension or retirement benefits from the Trust.

(2) The Trust is not part of a Fund Complex.

EXECUTIVE OFFICERS OF THE TRUST

The executive officers of the Trust and their principal occupations are set
forth below. The term of office of each of such officers is one year and until
his or her successor shall have been elected and qualified.

5
<PAGE> 10

<TABLE>
<CAPTION>
NAME POSITION WITH THE TRUST AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ------------------- ----------------------- --- -----------------------------------------------
<S> <C> <C> <C>
Kevin P. Robins Vice President and 35 Senior Vice President and General Counsel of
Assistant Secretary SEI Corporation, the Administrator and the
since 1994 Distributor since 1994. Vice President of SEI,
the Administrator and the Distributor
1992-1994. Associate, Morgan, Lewis & Bockius
(law firm) prior to 1992.
Barbara A. Nugent Vice President and 40 Vice President and Assistant Secretary of SEI
Assistant Secretary Corporation, the Administrator and the
since 1996 Distributor since 1996. Associate, Drinker,
Biddle & Reath (law firm) 1994-1996. Delaware
Service Company, Inc. prior to 1994.
Marc H. Cahn Vice President and 39 Vice President and Assistant Secretary of SEI
Assistant Secretary Corporation, the Administrator and the
since 1996 Distributor since 1996. Associate General
Counsel, Barclays Bank PLC 1995-1996. ERISA
Counsel, First Fidelity Bancorporation
1994-1995. Associate, Morgan, Lewis & Bockius
(law firm) 1989-1994.
Todd Cipperman Vice President and 30 Vice President and Assistant Secretary of SEI
Assistant Secretary Corporation, the Administrator and the
since 1995 Distributor since 1995. Associate, Dewey
Ballantine (law firm) 1994-1995. Associate,
Winston & Strawn (law firm) 1991-1994.
Joseph M. Lydon Vice President and 37 Director of Business Administration of Fund
Assistant Secretary Resources, SEI Corporation since 1995. Vice
since 1995 President of Fund Group and Vice President of
Dreman Value Management and President of Dreman
Financial Services, Inc. prior to 1995.
Stephen G. Meyer Treasurer and Principal 31 Vice President and Controller, Chief Accounting
Financial Officer since Officer of SEI Corporation since 1995.
1994 Director, Internal Audit and Risk Management,
of SEI Corporation 1992-1995. Senior Associate,
Coopers & Lybrand 1990-1992.
</TABLE>

The trustees and officers of the Trust, as a group, beneficially owned less
than 1% of the outstanding shares of the Trust as of September 20, 1996.

ADVISER

First Security Investment Management, Inc., 61 South Main Street, Salt Lake
City, UT 84111, an indirect wholly-owned subsidiary of First Security
Corporation, serves as investment adviser to the Trust pursuant to an investment
advisory agreement with the Trust.

6
<PAGE> 11

DISTRIBUTOR

SEI Financial Services Company, 680 East Swedesford Road, Wayne, PA 19087,
a wholly-owned subsidiary of SEI Corporation, acts as the Distributor of the
Trust's shares pursuant to a distribution agreement.

ADMINISTRATOR

SEI Fund Resources, 680 East Swedesford Road, Wayne, PA 19087, a
wholly-owned subsidiary of SEI Corporation, acts as the Administrator for the
Trust, providing administrative services, accounting services, regulatory
reporting and all necessary office space, equipment, personnel and facilities,
pursuant to an administration agreement with the Trust.

INDEPENDENT ACCOUNTANTS

A majority of the Trust's Board of Trustees who are not "interested
persons" of the Trust have selected Deloitte & Touche LLP as the independent
accountants of the Trust for the fiscal year ending January 31, 1997. A
representative of Deloitte & Touche LLP is expected to be available by telephone
at the Meeting to make a statement if desired and to respond to appropriate
questions from shareholders.

BENEFICIAL OWNERS

To the knowledge of Trust management, as of September 20, 1996, the
following entities were beneficial owners of 5% or more of the outstanding
Institutional shares:

<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OF BENEFICIAL
FUND NAME AND ADDRESS OWNERSHIP OWNERSHIP
- ------------------------- ----------------------------------- ---------------- -------------
<S> <C> <C> <C>
EQUITY FUND First Security Bank of Utah, N.A. 12,343,675.3860 100%
P.O. Box 25297
Salt Lake City, UT 84125
BALANCED FUND First Security Bank of Utah, N.A. 12,593,742.1550 99.42%
P.O. Box 25297
Salt Lake City, UT 84125
INTERMEDIATE TERM BOND First Security Bank of Utah, N.A. 11,717,030.6790 100%
FUND P.O. Box 25297
Salt Lake City, UT 84125
SHORT TERM BOND FUND First Security Bank of Utah, N.A. 7,090,853.5450 100%
P.O. Box 25297
Salt Lake City, UT 84125
</TABLE>

7
<PAGE> 12

<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OF BENEFICIAL
FUND NAME AND ADDRESS OWNERSHIP OWNERSHIP
- ------------------------- ----------------------------------- ---------------- -------------
<S> <C> <C> <C>
SHORT TERM MUNICIPAL BOND First Security Bank of Utah, N.A. 2,474,129.0910 99.99%
FUND P.O. Box 25297
Salt Lake City, UT 84125
IDAHO MUNICIPAL BOND FUND First Security Bank of Utah, N.A. 2,644,000.9820 99.38%
P.O. Box 25297
Salt Lake City, UT 84125
</TABLE>

To the knowledge of Trust management, as of September 20, 1996, the
following entities were beneficial owners of 5% or more of the outstanding
Retail Class A shares:

8
<PAGE> 13

<TABLE>
<CAPTION>
AMOUNT OF PERCENT
BENEFICIAL OF BENEFICIAL
FUND NAME AND ADDRESS OWNERSHIP OWNERSHIP
- ------------------------- ----------------------------------- ---------------- -------------
<S> <C> <C> <C>
BHC Securities, Inc. 13,336.4140 17.72%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Zions First National Bank, Trustee 10,878.2540 14.46%
Gretchen Van Dine Trust
P.O. Box 30880
Salt Lake City, UT 84130
Zions First National Bank, Trustee 10,388.8530 13.81%
Venice Benson Trust
P.O. Box 30880
Salt Lake City, UT 84130
Zions First National Bank, Trustee 7,805.5240 10.37%
Ben M. Roe Family Trust
P.O. Box 30880
Salt Lake City, UT 84130
Zions First National Bank, Trustee 5,295.3180 7.04%
Cecil & Elizabeth H. Buck Living
Trust
P.O. Box 30880
Salt Lake City, UT 84130
Zions First National Bank, Trustee 5,137.3040 6.83%
Lyons Revocable Trust
P.O. Box 30880
Salt Lake City, UT 84130
SHORT TERM MUNICIPAL BOND BHC Securities, Inc. 21,505.6570 86.10%
FUND One Commerce Square
2005 Market Street
Philadelphia, PA 19103
SEI Trust Company, Custodian 3,462.1540 13.86%
IRA A/C David Serbin
P.O. Box 293
Bernalillo, NM 87004
IDAHO MUNICIPAL BOND FUND BHC Securities, Inc. 156,276.5310 65.72%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Fred D. Harder & Patricia G. Harder 15,662.6520 6.59%
154 Los Lagos
Twin Falls, ID 83301
</TABLE>

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<PAGE> 14

SHAREHOLDER PROPOSALS

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholders who wish to present a proposal for action or
suggestions as to nominees for the Board of Trustees at the next meeting of
shareholders of the Trust, should submit their proposal or suggestions to the
Secretary of the Trust within a reasonable time in advance of any such meeting
for inclusion in the Trust's proxy statement and form of proxy for such meeting.
The Board of Trustees will give consideration to shareholder suggestions as to
nominees for the Board of Trustees. Shareholders also retain the right, under
limited circumstances, to request that a meeting of shareholders be held for the
purpose of considering the removal of a trustee from office, and if such a
request is made, the Trust will assist with shareholder communications in
connection with the meeting.

OTHER MATTERS

The trustees do not know of any matters to be presented at the Meeting
other than those set forth in this Proxy Statement. If any other business should
come before the Meeting, the persons named in the accompanying proxy will vote
thereon in accordance with their best judgment and in the best interests of
shareholders.

October 9, 1996

BY ORDER OF THE BOARD OF TRUSTEES

KATHRYN L. STANTON, SECRETARY

10
<PAGE> 15
THE ACHIEVEMENT FUNDS TRUST
680 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 7, 1996

The undersigned hereby appoints each of David G. Lee and Kathryn L.
Stanton, individually, as proxy and attorney-in-fact for the undersigned with
full power of substitution to vote on behalf of the undersigned at the Special
Meeting of Shareholders of The Achievement Funds Trust (the "Trust") to be held
on November 7, 1996, and at any adjournment or postponement thereof, all shares
of the Trust standing in the name of the undersigned or which the undersigned
may be entitled to vote as follows:

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF TRUSTEES. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof, hereby revoking
any proxy or proxies heretofore given by the undersigned.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.

1. The election of trustees for the term set forth in the Proxy Statement.
FOR / / WITHHOLD / / FOR ALL EXCEPT / /

James H. Gardner Blaine Huntsman Kent H. Murdock

If you do not wish to vote "FOR" a particular nominee for trustee, mark
the "FOR ALL EXCEPT" box and strike a line through the name of that nominee.
Your shares will be voted "FOR" the remaining nominees.

Please sign:

Dated:________________________________

______________________________________
Signature

______________________________________
Signature (if held jointly)

When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation,
please sign in the corporate name by
president or other authorized officer.
If a partnership, please sign in the
partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.