ACHIEVEMENT FUNDS TRUST, DEFS14A, 1999-10-06

ACHIEVEMENT FUNDS TRUST
DEFS14A, 1999-10-06

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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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

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

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

THE ACHIEVEMENT FUNDS TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------

(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:

<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 mutual fund.
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 on important proposals being recommended by the Board of
Trustees. Even if you are not currently a shareholder of The Achievement Funds,
you are still eligible to vote. Votes are solicited from shareholders of record
as of September 24, 1999.

A Special Meeting of the shareholders of The Achievement Funds has been
scheduled for October 29,1999. 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 proposals on which you are asked to vote. We encourage you to
support the Trustees' recommendations. The proposals described in the proxy
statement relate to the following matters:

1. First Security Corporation plans to merge with Zions Bancorporation on
or about November 1, 1999. As a result of the merger, we are asking
shareholders of each of the investment portfolios of The Achievement
Funds to vote upon a proposal to approve a new investment advisory
agreement between First Security Investment Management, Inc., an
indirect wholly-owned subsidiary of First Security Corporation, and The
Achievement Funds.

2. We are asking all of the shareholders to vote to elect Trustees of The
Achievement Funds Trust.

Your vote is important to us. Please mark, sign, and date the enclosed
proxy card and return it to us as soon as possible. For your convenience, we
have enclosed a self-addressed stamped envelope. You may also vote your shares
by telephone or by using the internet in the manner described on the proxy card.
If you have questions about the proposals please call 1-800-472-0577. Thank you
for taking the time to consider these important proposals and for your
investment in The Achievement Funds.

Sincerely,

/s/ Robert Nesher

ROBERT NESHER
President
The Achievement Funds Trust

October 8, 1999
<PAGE> 4

THE ACHIEVEMENT FUNDS TRUST
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1999

To The Shareholders of The Achievement Funds Trust:

Notice is hereby given that a Special Meeting of shareholders of The
Achievement Funds Trust will be held on October 29, 1999, at 3:00 p.m. Eastern
time, at the offices of The Achievement Funds, One Freedom Valley Drive, Oaks,
Pennsylvania 19456, for the following purposes:

1. For the shareholders of each of the investment portfolios of The
Achievement Funds to vote upon a proposal to approve a new investment
advisory agreement between First Security Investment Management, Inc.
and The Achievement Funds;

2. For all of the shareholders to vote to elect Trustees of The Achievement
Funds Trust; and

3. 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 24, 1999, 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 Achievement Funds. This is important for the purpose of
ensuring a quorum at the Special Meeting. You may also vote your shares by
telephone or by using the internet in the manner described on the proxy card.
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 Achievement Funds at any time before the proxy is exercised or
by voting in person at the Special Meeting.

By Order of the Board of Trustees,

/s/ Lynda J. Striegel
Lynda J. Striegel
Secretary

October 8, 1999
<PAGE> 5

QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND THE SPECIAL MEETING

Shown below is a brief overview of some matters affecting The Achievement
Funds Trust that require a shareholder vote. We encourage you to read the full
text of the enclosed proxy statement and to vote your shares.

Q.What has happened to require a shareholder vote?

A. First Security Corporation plans to merge with Zions Bancorporation in
November, 1999. To ensure that First Security Investment Management, Inc., an
indirect wholly-owned subsidiary of First Security Corporation, may continue
to serve as investment adviser of The Achievement Funds, we are asking the
shareholders of each investment portfolio of The Achievement Funds to approve
a new investment advisory agreement between First Security Investment
Management and The Achievement Funds.

We are also asking all shareholders to vote on the election of Trustees for
the Achievement Funds Trust.

Q. Am I being asked to approve the merger between First Security Corporation and
Zions Bancorporation?

A. No.

Q. Why am I being asked to vote on a new investment advisory agreement?

A. The Investment Company Act of 1940, which regulates investment companies in
the United States such as The Achievement Funds, requires a shareholder vote
to approve a new investment advisory agreement following certain types of
business combinations involving investment advisers or their parent
corporations. The new investment advisory agreement will become effective for
an investment portfolio immediately upon consummation of the merger if it is
approved by the shareholders of that portfolio.

Q. How does the merger affect my portfolio?

A. Your portfolio within The Achievement Funds and its respective investment
objectives and policies will not change as a result of the merger. You still
own the same shares in the same portfolio as you did prior to the merger. The
new investment advisory agreement contains substantially the same terms and
conditions as the investment advisory agreement in effect prior to the
merger, except for the dates of execution and termination. If shareholders do
not approve the new investment advisory agreement, the existing investment
advisory agreement might automatically terminate and the Board of Trustees
will take such action as they deem to be in the best interests of The
Achievement Funds.

i
<PAGE> 6

Q. Will the investment advisory fees remain the same under the new investment
advisory agreement?

A. Yes.

Q. What action is to be taken concerning the Trustees?

A. In connection with the Special Meeting all shareholders are being asked to
vote on the election of Trustees for The Achievement Funds Trust. All of the
candidates currently serve as Trustees and have agreed to continue to serve
if elected by shareholders.

Q. How does the Board of Trustees of The Achievement Funds recommend that I
vote?

A. After careful consideration, the Board of Trustees recommends that the
shareholders of each investment portfolio of The Achievement Funds vote in
favor of the new investment advisory agreement and that all of the
shareholders vote for the election of the nominees for Trustee.

Q. Whom do I call for more information?

A. If you need more information, please call The Achievement Funds at
1-800-472-0577.

Q. How can I vote my shares?

A. You may choose from one of the following options to vote your shares:

- By mail, with the enclosed proxy card and return envelope.

- By telephone.

- By using the internet.

- In person at the shareholder meeting (see details in the proxy statement).

Q. Will my portfolio pay for the proxy solicitation and legal costs associated
with the Special Meeting?

A. First Security Investment Management will bear the costs associated with the
proposal to approve a new investment advisory agreement. The Achievement
Funds will bear a portion of the costs of the Special Meeting associated with
the election of Trustees.

Q. How many proxy cards will I receive?

A. Each shareholder of The Achievement Funds will receive one proxy card for
each investment portfolio that the shareholder owns on which to vote on the
proposals.

Please vote on all issues that apply to you on the enclosed proxy card.
Thank you for mailing your proxy card(s) promptly.
ii
<PAGE> 7

THE ACHIEVEMENT FUNDS TRUST
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1999

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, for use at the Special Meeting of shareholders of The
Achievement Funds to be held on October 29, 1999 and at any adjourned session
thereof. 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
Achievement Funds prior to the meeting or by delivering a subsequently dated
proxy or by attending and voting at the meeting in person.

The Achievement Funds expects to solicit proxies principally by mail, but
The Achievement Funds may also solicit proxies by telephone or personal
interview. This proxy statement was first mailed to shareholders on or about
October 8, 1999.

The Board of Trustees has fixed the close of business on September 24,
1999, 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 62,082,056
outstanding shares of stock of The Achievement Funds, with each share being
entitled to one vote on each matter to come properly before the meeting for all
of the shareholders of The Achievement Funds. As of that date, the following
number of shares of each investment portfolio of The Achievement Funds were
outstanding, with each share being entitled to one vote on each matter to come
properly before the meeting:

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO SHARES
- -------------------- ----------
<S> <C>
Equity Fund...................................... 15,597,096
Balanced Fund.................................... 15,414,330
Intermediate Term Bond Fund...................... 16,352,955
Short Term Bond Fund............................. 3,377,785
Municipal Bond Fund.............................. 7,587,561
Idaho Municipal Bond Fund........................ 3,752,329
</TABLE>

All of the shareholders of The Achievement Funds will vote on the proposal to
elect Trustees. The shareholders of each investment portfolio of The Achievement
Funds will vote separately to approve the new investment advisory agreement.

Unless specific instructions are given to the contrary, the persons named
in the accompanying proxy will vote the number of shares represented thereby as
<PAGE> 8

directed by the proxy or, in the absence of such direction, FOR the approval of
the new investment advisory agreement and FOR the election of Trustees.

A majority of the shares of The Achievement Funds entitled to vote present
in person or represented by proxy constitutes a quorum for the transaction of
business at the meeting relating to all of the shareholders of The Achievement
Funds. On proposals for which shareholders of an investment portfolio vote
separately, a majority of the shares of the portfolio entitled to vote at the
meeting present in person or represented by proxy constitutes a quorum of that
portfolio. Assuming a quorum is present at the meeting for the matters to be
voted upon, the affirmative vote of a plurality of all votes cast at the meeting
is required to elect Trustees. The affirmative vote of 67 percent of the shares
of each investment portfolio present at the Special Meeting if a quorum is
present, or a vote of more than 50 percent of the outstanding shares of the
investment portfolio, whichever is less, is required to approve the new
investment advisory agreement. 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 for the election
of Trustees but will be treated as votes against approval of the investment
advisory agreement.

If a quorum is not present by the time scheduled for the meeting for a
matter to be voted upon, 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 shares required to vote on a proposal
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.

The following table summarizes each proposal to be presented at the meeting
and the investment portfolios to be solicited pursuant to this proxy statement
with respect to such proposal:

<TABLE>
<CAPTION>
AFFECTED
PROPOSAL PORTFOLIOS
-------- --------------
<S> <C>
1. Approval of new investment advisory All portfolios
agreement
2. Election of Trustees All portfolios
</TABLE>

The most recent annual report for The Achievement Funds and its unaudited
semi-annual report for the six-month period ended July 31, 1999 are available at
no cost to The Achievement Funds shareholders, upon written or oral request by
contacting The Achievement Funds at One Freedom Valley Drive, Oaks, Pennsylvania
19456, or by calling 1-800-472-0577.

2
<PAGE> 9

PROPOSAL 1: NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE ACHIEVEMENT FUNDS AND
FIRST SECURITY INVESTMENT MANAGEMENT.

Shareholders of The Achievement Funds are being asked to approve a new
investment advisory agreement between First Security Investment Management and
The Achievement Funds that has no material changes in its terms and conditions,
no changes in fees, and no material changes in the way The Achievement Funds are
managed, advised or operated. You should note that the same personnel who are
currently making the portfolio management determinations for the all of the
portfolios within The Achievement Funds will continue to make such
determinations upon the implementation of the new investment advisory agreement.

BACKGROUND OF PROPOSAL 1

Currently, First Security Investment Management, Inc. acts as the
investment adviser to The Achievement Funds under an investment advisory
agreement dated as of February 1, 1989 and amendments to the investment advisory
agreement dated as of December 27, 1994 and November 1, 1996. The existing
investment advisory agreement is attached to this proxy statement as Annex A.
The existing investment advisory agreement was approved by the initial
shareholders of each investment portfolio of The Achievement Funds.

First Security Investment Management is a wholly-owned subsidiary of First
Security Investment Services, Inc., which is a wholly-owned subsidiary of First
Security Corporation. First Security Corporation plans to merge with Zions
Bancorporation. Pursuant to an Agreement and Plan of Merger dated as of June 6,
1999, between Zions and First Security Corporation, Zions will merge with and
into First Security Corporation, with First Security Corporation being the
surviving corporation. After the merger, former shareholders of Zions will hold
approximately 49% of the voting securities of the surviving corporation and the
former shareholders of First Security Corporation will hold 51% of the voting
securities of the surviving corporation. The surviving corporation will retain
the First Security Corporation name and will be headquartered in Salt Lake City,
Utah. The merger is expected to be completed in November, 1999.

Section 15(a) of the Investment Company Act of 1940 provides, in pertinent
part, that "[i]t shall be unlawful for any person to serve or act as investment
adviser of a registered investment company, except pursuant to a written
contract, which contract, whether with such registered company or with an
investment adviser of such registered company, has been approved by the vote of
a majority of the outstanding voting securities of such registered
company . . . ." Section 15(a)(4) of the Investment Company Act further requires
that such written contract provide for automatic termination in the event of its
assignment. The existing investment advisory agreement for The Achievement Funds
contains such a provision. Section 2(a)(4) of the Investment Company
3
<PAGE> 10

Act defines "assignment" to include any direct or indirect transfer of a
contract by the assignor, or the transfer of a controlling block of the voting
securities of an investment adviser. While it may be argued otherwise,
consummation of the merger may result in an "assignment" of the existing
advisory agreement between First Security Investment Management and The
Achievement Funds within the meaning of the Investment Company Act, terminating
the agreement according to its terms as of the date of the merger.

If the conditions to the merger are not met or waived or if the merger
agreement between First Security Corporation and Zions is terminated, the merger
will not be consummated, and the existing investment advisory agreement between
The Achievement Funds and First Security Investment Management will remain in
effect. If the new investment advisory agreement is approved and the merger is
thereafter consummated, the new investment advisory agreement will be executed
and become effective on the closing date of the merger. In the event that the
new investment advisory agreement is not approved, or is approved by
shareholders of some investment portfolios but not others, and the merger is
consummated, the Board of Trustees of The Achievement Funds will determine what
action to take, in any event subject to the approval of affected shareholders of
The Achievement Funds as required by law.

SHAREHOLDER APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT

At the meeting, shareholders of The Achievement Funds will vote on a
proposal to approve or disapprove a new investment advisory agreement between
The Achievement Funds and First Security Investment Management, pursuant to
which First Security Investment Management will serve as the investment adviser
of The Achievement Funds. The new investment advisory agreement is attached to
this proxy statement as Annex B. The new investment advisory agreement was
approved by the Board of Trustees of The Achievement Funds, including all
Trustees who are not interested persons of The Achievement Fund or First
Security Investment Management, as that term is defined in the Investment
Company Act, at a meeting held on September 24, 1999. The new investment
advisory agreement must be approved by the shareholders of each investment
portfolio of The Achievement Funds before it can take effect for that portfolio
on the date of the merger between First Security Corporation and Zions.

The shareholders of The Achievement Funds are not being asked to approve or
disapprove the merger or the merger agreement between First Security Corporation
and Zions.

EVALUATION BY THE TRUSTEES

Representatives of First Security Corporation attended the regular
quarterly meeting of the Board of Trustees held on August 5, 1999, and made a
presentation to the Trustees on the proposed merger with Zions. The structure of
4
<PAGE> 11

the transaction was described in general terms. First Security Corporation
indicated that the merger was not expected to have a material impact on First
Security Investment Management or its operations. The Trustees directed
management to review the proposed merger with counsel to determine what effect
the merger might have on The Achievement Funds.

A special telephonic meeting of the Board of Trustees was held on September
2, 1999, to consider the question of whether the merger of First Security and
Zions could be deemed to effect an assignment of the existing investment
advisory agreement so as to cause its termination. At that meeting, counsel
reviewed with the Trustees the structure of the merger transaction and relevant
pronouncements by the Securities and Exchange Commission. First Security
Investment Management recommended that shareholder approval of a new investment
advisory agreement be sought to assure that there would be no disruption in the
advisory services provided to The Achievement Funds. First Security Investment
Management agreed that it would reimburse The Achievement Funds for costs
incurred in connection with obtaining shareholder approval of a new investment
advisory agreement. The Board of Trustees determined that it would be in the
best interests of the shareholders of The Achievement Funds to convene a special
meeting of shareholders to obtain approval of a new investment advisory
agreement.

At an in person meeting held on September 24, 1999, the Board of Trustees
considered the new investment advisory agreement. Counsel to The Achievement
Funds requested from First Security Investment Management, and First Security
Investment Management provided to the Trustees, information necessary to enable
the Trustees to evaluate the new investment advisory agreement. The Trustees
noted that there are no material differences between the terms of the new
investment advisory agreement and the existing investment advisory agreement.
There will be no change in the fees paid by The Achievement Funds to First
Security Investment Management. The Trustees considered information comparing
those fees to fees paid for investment advisory service by other mutual funds
having investment objectives and an asset size similar to those of The
Achievement Funds.

The Trustees also considered the past performance of The Achievement Funds
and the investment advisory services provided by First Security Investment
Management. Information was provided to the Trustees concerning the educational
and professional background of the individuals who provide investment advisory
services to The Achievement Funds. First Security Investment Management reported
to the Trustees that the merger with Zions is not expected to result in any
changes in the personnel providing advisory services to The Achievement Funds.

Based upon the foregoing, the Board of Trustees, including the Trustees
having no financial interest in the investment adviser or the new investment
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<PAGE> 12

advisory agreement, unanimously approved the new investment advisory agreement.

INFORMATION CONCERNING THE EXISTING AND NEW INVESTMENT ADVISORY AGREEMENTS

First Security Investment Management's advisory experience includes the
management of various collective and common investment funds and the provision
of investment management services to banks and thrift institutions, corporate
and profit-sharing trusts, Taft-Hartley organizations, municipal and state
retirement funds, charitable foundations, endowments and individual investors
throughout the United States. As of January 31, 1999, First Security Investment
Management had approximately $5 billion in assets under management. First
Security Investment Management is an indirect wholly-owned subsidiary of First
Security Corporation, a financial services organization and registered bank
holding company. The headquarters of First Security Investment Management, First
Security Investment Services and First Security Corporation are at 61 South Main
Street, Salt Lake City, Utah 84111.

Although the exiting investment advisory agreement has not terminated and
the new investment advisory agreement has not become effective, they are
described below as if they were both in effect. That description is only a
summary and is qualified by reference to the attached Annexes A and B. There are
no material differences between the provisions of the existing investment
advisory agreement and the new investment advisory agreement.

Under the investment advisory agreements, First Security Investment
Management will, subject to the supervision of the Board of Trustees, provide a
continuous investment program for The Achievement Funds investment portfolios,
including investment research and management with respect to all securities and
investments and cash equivalents in the investment portfolios. First Security
Investment Management will determine from time to time what securities and other
investments will be purchased, retained or sold by The Achievement Funds
portfolios. The investment advisory agreements provide that First Security
Investment Management, as the adviser of The Achievement Funds, shall not be
protected against any liability to The Achievement Funds or its shareholders by
reason of a breach of fiduciary duty willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its obligations or duties thereunder.

The continuance of the investment advisory agreements must be specifically
approved at least annually (i) by the vote of the Board of Trustees of The
Achievement Funds or by vote of a majority of the outstanding voting securities
of each portfolio, and (ii) by the vote of a majority of the Board of Trustees
who are not parties to the agreements or "interested persons" of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval. The investment advisory agreements will terminate automatically in the
event of their
6
<PAGE> 13

assignment, and are terminable at any time without penalty by the Board of
Trustees or, with respect to a portfolio by a majority of the outstanding shares
of that portfolio, on not less than 30 days nor more than 60 days written notice
to the adviser, or by the adviser on 90 days written notice to The Achievement
Funds.

For the fiscal years ended January 31, 1999, January 31, 1998, and January
31, 1997 the portfolios paid the adviser the following fees:

<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- --------
<S> <C> <C> <C>
Equity Fund..................... $1,371,071 $1,240,547 $933,172
Balanced Fund................... 1,103,136 1,039,727 853,068
Intermediate Term Bond Fund..... 725,043 708,954 499,628
Short Term Bond Fund............ 158,011 227,276 276,620
Municipal Bond Fund............. 291,720 201,286 38,264
Idaho Municipal Bond Fund....... 127,298 106,646 76,325
</TABLE>

The advisory fees paid by the portfolios for periods indicated were
allocated between the Institutional, Class A and Class B classes of shares based
upon the total assets of the respective classes.

Under the investment advisory agreements, the adviser is entitled to
receive a fee for the services it provides, which is calculated daily and paid
monthly, at an annual rate of 0.74% of the average daily net assets of the
Equity Fund and the Balanced Fund, and at an annual rate of 0.60% of the average
daily net assets of the Intermediate Term Bond Fund, the Short Term Bond Fund,
the Municipal Bond Fund, and the Idaho Municipal Bond Fund. The adviser has
voluntarily waived a portion of its fee for the current fiscal year of The
Achievement Fund so that total operating expenses for the Equity Fund and the
Balanced Fund (excluding 12b-1 fees) will not exceed 0.90%, and the total
operating expenses for the Intermediate Term Bond Fund, the Short Term Bond
Fund, the Municipal Bond Fund, and the Idaho Municipal Bond Fund (excluding
12b-1 fees) will not exceed 0.75%. For the fiscal year ended January 31, 1999,
the adviser received advisory fees in amounts equal to the following annual
percentage rates applied to the average daily net assets of the portfolios
indicated:

- 0.58% for the Equity Fund;

- 0.59% for the Balanced Fund;

- 0.44% for the Intermediate Term Bond Fund;

- 0.34% for the Short Term Bond Fund;

- 0.40% for the Municipal Bond Fund; and

- 0.34% for the Idaho Municipal Bond Fund.

7
<PAGE> 14

For the fiscal years ended January 31, 1999, January 31, 1998 and January
31, 1997, the adviser waived advisory fees for each portfolio as follows:

<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Equity Fund........................ $371,735 $198,551 $280,554
Balanced Fund...................... 282,755 212,761 262,295
Intermediate Term Bond Fund........ 272,430 179,395 244,008
Short Term Bond Fund............... 117,254 115,375 150,021
Municipal Bond Fund................ 141,103 204,756 43,574
Idaho Municipal Bond Fund.......... 95,170 100,062 102,410
</TABLE>

First Security Investment Management may, when consistent with the
interests of The Achievement Funds, select brokers to effect securities
transactions for The Achievement Funds on the basis of research services
provided to First Security Investment Management. Those services may include
analysis of the business or prospects of a company, industry or economic sector,
or statistical or pricing services. Research services furnished by brokers
through whom The Achievement Funds effect securities transactions may be used by
First Security Investment Management in the servicing of its other accounts.

DIRECTORS AND EXECUTIVE OFFICERS OF FIRST SECURITY INVESTMENT MANAGEMENT

The following table shows the name of each principal executive officer and
director of First Security Investment Management and their principal
occupations.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
OTHER EMPLOYMENT OF A
POSITION HELD WITH SUBSTANTIAL NATURE DURING
NAME AND ADDRESS THE ADVISER THE PAST TWO YEARS
---------------- --------------------- -----------------------------
<S> <C> <C>
Sterling K. Jenson...... President and CEO President and CEO.
A. Robert Thorup........ Secretary Shareholder & Director, Ray,
Quinney & Nebeker, P.C. (law
firm); Secretary and General
Counsel, First Security
Investment Services (retail
securities brokerage);
President, ICHA Management
Corporation (hotel ownership
and management); General
Partner, Ken Rey Associates,
Ltd. (private investment
partnership); Secretary and
Trustee, East High School
Foundation; Vice President
and Director, Toma
Corporation (real property
development); Director, Utah
Medical Association Financial
Insurance Services, Inc.
(non-profit service company).
</TABLE>

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<PAGE> 15

INFORMATION CONCERNING COMMISSIONS PAID TO AFFILIATED BROKERS

For the fiscal year ended January 31, 1999, the following portfolios paid
brokerage commissions to Pershing, a broker affiliated with the administrator
and distributor of The Achievement Funds:

<TABLE>
<CAPTION>
BROKERAGE
COMMISSION
----------
<S> <C>
Equity Fund...................................... $29,296
Balanced Fund.................................... 14,107
</TABLE>

For the fiscal year ended January 31, 1999, 6.5% of the brokerage
commissions paid by the Equity Fund, and 5.8% of the brokerage commissions paid
by the Balanced Fund, were paid to the affiliated broker.

RECOMMENDATION OF THE TRUSTEES

The Board of Trustees recommends that you vote FOR the approval of the new
investment advisory agreement.

9
<PAGE> 16

PROPOSAL 2: ELECTION OF TRUSTEES.

In connection with the Special Meeting, all shareholders are being asked to
vote on the election of nine Trustees for The Achievement Funds Trust. All of
the candidates currently serve as Trustees and have agreed to continue to serve
if elected by shareholders.

Under the terms of The Achievement Funds's Master Trust Agreement dated
December 16, 1988, which 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 Achievement
Funds or until the Trustee sooner dies, resigns or is removed. 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 Achievement Funds, as defined in the Investment Company 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 nine nominees listed below.

Under Massachusetts law, and the Investment Company Act, The Achievement
Funds is not required to hold an annual meeting of shareholders. The Achievement
Funds 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. Since The Achievement Funds must hold the Special
Meeting at this time for the approval of the new investment advisory agreement
described in Proposal 1, the Board of Trustees believes it is appropriate for
you to have the opportunity to elect the Trustees of The Achievement Funds at
this time.

INFORMATION REGARDING NOMINEES

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

10
<PAGE> 17

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND POSITION WITH AND AFFILIATIONS
THE ACHIEVEMENT FUNDS AGE DURING THE PAST FIVE YEARS TRUSTEE SINCE
- ---------------------- --- -------------------------- -----------------
<S> <C> <C> <C>
Blaine Huntsman.......... 63 Principal, Teton Creek November, 1996
Trustee Management Co.
(consulting) 1995
- present. Chairman & CEO,
Olympus Capital Corp.
(bankholding company)
1988 - 1995. Director,
Jore Corporation
(manufacturer and
wholesaler of power tools)
1999 - present.
Kent H. Murdock.......... 52 President & CEO, O.C. November, 1996
Trustee Tanner Company 1991 -
present (corporate
recognition awards).
John L. Rudisill*........ 43 Senior Vice President and June, 1998
Trustee; Executive Vice Manager, First Security
President Corporation (bank holding
company) 1994 - present.
Executive Vice President,
First National Bank in
Albuquerque - 1990 to
1994.
Frederick A. Moreton, 59 Vice President, January, 1989
Jr.**.................. PaineWebber, Incorporated
Trustee and Chairman
Robert G. Love........... 75 Consultant, Harris & Love January, 1989
Trustee Advertising (retired 1998)
August Glissmeyer, 73 Retired January, 1989
Jr. ...................
Trustee
Carl S. Minden........... 76 Retired January, 1989
Trustee
George L. Denton, Jr.*... 79 Retired May, 1990
Trustee
</TABLE>

- ---------------
* Interested person of The Achievement Funds as a result of employment by, or
ownership of securities issued by, First Security Corporation.

** Interested person of The Achievement Funds as a result of affiliation with a
registered broker/dealer.

The Trustees as a group hold less than 1% of shares of the investment
portfolios of The Achievement Funds.

During the fiscal year ended January 31, 1999, the Board of Trustees met
four times. During that year, all of the Trustees attended at least 75% of the
meetings of the Board of Trustees.

The Board of Trustees has appointed an Audit Committee consisting of August
Glissmeyer, Jr., James Gardner and Blaine Huntsman. The Audit

11
<PAGE> 18

Committee met three times during the fiscal year ended January 31, 1999, and
each member of the Audit Committee attended at least 75% of those meetings. The
Audit Committee is generally responsible for meeting with the auditors for The
Achievement Funds to review audit procedures and results and consider any
matters arising from an audit to be brought to the attention of the Trustees
with respect to the accounting or internal accounting controls of The
Achievement Funds, and for considering such matters as may from time to time be
set forth in the charter of the Audit Committee adopted by the Board of
Trustees. None of the members of the Audit Committee is an "interested person"
of The Achievement Funds as that term is defined in the Investment Company Act.

Trustees receive from The Achievement Funds 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, 1999, 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.

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION
AGGREGATE ACCRUED ANNUAL BENEFITS FROM TRUST
COMPENSATION AS PART OF UPON AND FUND
TRUSTEE(1) FROM THE TRUST TRUST EXPENSES RETIREMENT COMPLEX(2)
- ---------- -------------- -------------- --------------- ------------
<S> <C> <C> <C> <C>
Frederick A. Moreton,
Jr..................... $7,000 $0 $0 $7,000
Robert G. Love........... 7,000 0 0 7,000
August Glissmeyer, Jr.... 7,000 0 0 7,000
Carl S. Minden........... 7,000 0 0 7,000
George L. Denton, Jr..... 7,000 0 0 7,000
James H. Gardner......... 7,000 0 0 7,000
Blaine Huntsman.......... 6,500 0 0 6,500
Kent H. Murdock.......... 7,000 0 0 7,000
</TABLE>

- ---------------
(1) One of the Trustees, John Rudisill receives no compensation from the Trust.

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

BOARD APPROVAL OF THE ELECTION OF TRUSTEES

The Board of Trustees evaluated candidates for nomination at an in-person
meeting on September 24, 1999 and nominated and recommended the nominees on that
date, including those Trustees who are not interested persons of The Achievement
Funds. Under the terms of The Achievement Funds's Distribution Plan for its
Retail Class shares, the selection and nomination of Trustees who are not
interested persons of The Achievement Funds is committed to the discretion of
the Trustees then in office who are not interested persons of The Achievement
Funds.

12
<PAGE> 19

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 Achievement Funds, the current Board of Trustees will consider alternative
nominations.

RECOMMENDATION OF TRUSTEES

The Board of Trustees recommends that you vote FOR the election of all nine
of the nominees for Trustees for The Achievement Funds Trust.

13
<PAGE> 20

GENERAL INFORMATION

THE ADVISER AND ITS AFFILIATES

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

DISTRIBUTOR

SEI Investments Distribution Co., One Freedom Valley Drive, Oaks,
Pennsylvania 19456, a wholly-owned subsidiary of SEI Investments Company, acts
as the distributor of the shares of The Achievement Funds pursuant to a
distribution agreement with The Achievement Funds.

ADMINISTRATOR

SEI Investments Mutual Funds Services, One Freedom Valley Drive, Oaks,
Pennsylvania 19456, acts as the administrator for The Achievement Funds,
providing administrative services, accounting services, regulatory reporting and
all necessary office space, equipment, personnel and facilities, pursuant to an
administration agreement with The Achievement Funds. SEI Investments Mutual
Funds Services is a wholly-owned subsidiary of SEI Investments Management
Corporation, which is a wholly-owned subsidiary of SEI Investments Company.

BENEFICIAL OWNERS

Equity Fund

To the best of the knowledge of The Achievement Funds, the names and
addresses of the holders of 5% or more of the outstanding Institutional, Class A
and Class B shares of the Equity Fund as of September 24, 1999, and the amount
of the outstanding shares held of record by such holders are set forth below.
The Achievement Funds have no knowledge of whether all or any portion of the
shares owned are also owned beneficially.

14
<PAGE> 21

<TABLE>
<CAPTION>
PERCENT
OWNED OF
NAME AND ADDRESS OF RECORD OWNER RECORD ONLY
- -------------------------------- -----------
<S> <C>
INSTITUTIONAL CLASS SHARES
First Security Corporation....................... 71.30%
Trust Groups -- Cash Account
First Security Bank of Utah N.A.
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
First Security Corporation....................... 17.12%
Trust Groups -- Reinvest Account
First Security Bank of Utah N.A.
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
First Security Bank N.A. TR...................... 11.58%
For the First Security Incentive Savings Plan
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
RETAIL CLASS A SHARES
BHC Securities Inc............................... 74.89%
Trade House Acct.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
RETAIL CLASS B SHARES
BHC Securities Inc............................... 7.43%
FAO 18915437
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19105-7084
BHC Securities Inc............................... 6.45%
FAO 18259458
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
</TABLE>

Balanced Fund

To the best of the knowledge of The Achievement Funds, the names and
addresses of the holders of 5% or more of the outstanding Institutional, Class A
and Class B shares of the Balanced Fund as of September 24, 1999, and the amount
of the outstanding shares held of record and beneficially owned by such holders
are set forth below. The Achievement Funds have no knowledge of whether all or
any portion of the shares owned of record are also owned beneficially.

15
<PAGE> 22

Intermediate Term Bond Fund

To the best of the knowledge of The Achievement Funds, the names and
addresses of the holders of 5% or more of the outstanding Institutional and
Class A shares of the Intermediate Term Bond Fund as of September 24, 1999, and
the amount of the outstanding shares held of record by such holders are set
forth below. The Achievement Funds have no knowledge of whether all or any
portion of the shares owned of record are also owned beneficially.

16
<PAGE> 23

Short Term Bond Fund

To the best of the knowledge of The Achievement Funds, the names and
addresses of the holders of 5% or more of the outstanding Institutional and
Class A shares of Short Term as of September 24, 1999, and the amount of the
outstanding shares held of record by such holders are set forth below. The
Achievement Funds have no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.

17
<PAGE> 24

<TABLE>
<CAPTION>
PERCENT
OWNED OF
NAME AND ADDRESS OF RECORD OWNER RECORD ONLY
- -------------------------------- -----------
<S> <C>
INSTITUTIONAL CLASS SHARES
First Security Corporation....................... 36.06%
Trust Groups-Cash Account
First Security Bank of Utah N.A.
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
First Security Corporation....................... 33.24%
Trust Groups-Reinvest Account
First Security Bank of Utah N.A.
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
First Security Bank N.A. TR...................... 30.70%
For the First Security Incentive Savings Plan
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
RETAIL CLASS A SHARES
BHC Securities Inc............................... 32.99%
Trade House Acct.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
Keith W. Slater & Gwen S. Rhodes &
Myrl L. Slater TR.............................. 20.58%
Nevada W. Slater Trust
4554 S. 2350 W.
Roy, UT 84067-1964
Honey J. Larson.................................. 22.23%
1798 Millbrook Road
Salt Lake City, UT 84106-3227
Marilee A. Kohtz................................. 18.71%
614 Wilson Lane
Nampa, ID 83686-8665
</TABLE>

Municipal Bond Fund

To the best of the knowledge of The Achievement Funds, the names and
addresses of the holders of 5% or more of the outstanding Institutional, Class A
and Class B shares of the Municipal Bond Fund as of September 24, 1999, and the
amount of the outstanding shares held of record by such holders are set forth
below. The Achievement Funds have no knowledge of whether all or any portion of
the shares owned of record are also owned beneficially.

18
<PAGE> 25

<TABLE>
<CAPTION>
PERCENT
OWNED OF
NAME AND ADDRESS OF RECORD OWNER RECORD ONLY
- -------------------------------- -----------
<S> <C>
INSTITUTIONAL CLASS SHARES
First Security Corporation....................... 96.99%
Trust Groups-Cash Account
First Security Bank of Utah N.A.
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
RETAIL CLASS A SHARES
BHC Securities Inc............................... 98.94%
Trade House Acct.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
RETAIL CLASS B SHARES
BHC Securities Inc............................... 31.95%
FAO 18421643
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
BHC Securities Inc............................... 7.68%
FAO 18279885
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
BHC Securities Inc............................... 9.87%
FAO 18117949
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
BHC Securities Inc............................... 8.18%
FAO 18050840
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
BHC Securities Inc............................... 6.32%
FAO 18279705
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
BHC Securities Inc............................... 6.29%
FAO 18360866
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
</TABLE>

19
<PAGE> 26

Idaho Municipal Bond Fund

To the best of the knowledge of The Achievement Funds, the names and
addresses of the holders of 5% or more of the outstanding Institutional, Class A
and Class B shares of the Idaho Municipal Bond Fund as of September 24, 1999,
and the amount of the outstanding shares held of record by such holders are set
forth below. The Achievement Funds have no knowledge of whether all or any
portion of the shares owed of record are also owned beneficially.

<TABLE>
<CAPTION>
PERCENT
OWNED OF
NAME AND ADDRESS OF RECORD OWNER RECORD ONLY
- -------------------------------- -----------
<S> <C>
INSTITUTIONAL CLASS SHARES
First Security Corporation....................... 98.29%
Trust Groups-Cash Account
First Security Bank of Utah N.A.
Trust Securities Admin. Dept.
P.O. Box 25297
Salt Lake City, UT 84125-0297
RETAIL CLASS A SHARES
BHC Securities Inc............................... 94.74%
Trade House Acct.
Attn: Mutual Funds
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7042
RETAIL CLASS B SHARES
BHC Securities Inc............................... 16.63%
FAO 18432161
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
BHC Securities Inc............................... 5.11%
FBO 18042685
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7042
BHC Securities Inc............................... 9.04%
FAO 18209519
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
</TABLE>

20
<PAGE> 27

<TABLE>
<CAPTION>
PERCENT
OWNED OF
NAME AND ADDRESS OF RECORD OWNER RECORD ONLY
- -------------------------------- -----------
<S> <C>
BHC Securities Inc............................... 8.39%
FAO 18513647
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
BHC Securities Inc............................... 8.37%
FAO 18526069
One Commerce Square
2005 Market Street, Suite 1200
Philadelphia, PA 19103-7084
</TABLE>

SHAREHOLDER PROPOSALS

As a Massachusetts business trust, The Achievement Funds Trust is not
required to hold annual shareholder meetings. Any shareholder who wishes to
submit proposals for consideration at a shareholders' meeting should send such
proposal to The Achievement Funds at the address set forth on the first page of
this proxy statement. To be considered for presentation at a shareholders'
meeting, proposals must be received a reasonable time before a solicitation is
made and must comply with applicable law.

OTHER MATTERS

The Board of 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.

By Order of the Board of Trustees,

/s/ Lynda J. Striegel
LYNDA J. STRIEGEL
Secretary

October 8, 1999

21
<PAGE> 28

ANNEX A

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of February 1, 1989 between The FSB FUNDS, a business
trust organized under the laws of the Commonwealth of Massachusetts (herein
called the "Company"), and First Security Investment Management, Inc. ("FSIM"),
which is registered as an investment adviser under the Investment Advisers Act
of 1940, as amended, and is a subsidiary of First Security Investment Services,
Inc., which is in turn a wholly-owned subsidiary of First Security Corporation.

WHEREAS, the Company is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and

WHEREAS, the Company has three investment portfolios: The Cash Management
Fund, The Government Money Fund and The Money Market Fund (the "Portfolios");
and

WHEREAS, the Company desires to retain FSIM to furnish investment advisory
services to the Portfolios, and FSIM is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Company hereby appoints FSIM to act as investment
adviser to the Company's Portfolios for the period and on the terms set forth in
this Agreement. FSIM accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.

2. Delivery of Documents. The Company has furnished FSIM with properly
certified or authenticated copies of each of the following:

(a) The Company's Master Trust Agreement dated December 16, 1988 as
amended from time to time (the "Master Trust Agreement");

(b) The Company's By-Laws as currently in effect (such By-Laws, and
any amendments thereto made from time to time, are herein called the
By-Laws");

(c) Resolutions of the Company's Board of Trustees authorizing the
appointment of FSIM as investment adviser and approving this Agreement;

(d) The Company's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission (the "SEC")
on December 19, 1988 and all amendments thereto;

A-1
<PAGE> 29

(e) The Company's Registration Statement on Form N-1A under the
Securities Act of 1933 as amended ("1933 Act") (SEC File No. 33-26205) and
under the 1940 Act as filed with the SEC on December 19, 1988 and all
amendments thereto; and

(f) The Company's most recent prospectus (such prospectus and all
amendments and supplements thereto are herein called "the Prospectus").

The Fund will furnish FSIM from time to time with copies of all amendments
of or supplements to the foregoing.

3. Management.

(a) Subject to the supervision of the Company's Board of Trustees,
FSIM will provide a continuous investment program for the Company's
Portfolios, including investment research and management with respect to
all securities and investments and cash equivalents in said Portfolios.
FSIM will determine from time to time what securities and other investments
will be purchased, retained or sold by the Company with respect to the
Portfolios; and shall execute or direct the execution of all such
transactions with the issuer of such securities, with brokers and dealers,
and in any other manner permitted by law that is in the best interest of
the Company and its shareholders.

(b) FSIM will provide the services under this Agreement in accordance
with the Portfolios investment objective, policies and restrictions as
stated in the Prospectus and resolutions of the Company's Board of
Trustees.

(c) In the event that the Company establishes additional portfolios
with respect to which it desires to retain FSIM to act as investment
adviser hereunder, it shall notify FSIM in writing. If FSIM is willing to
render such services it shall notify the Company in writing whereupon such
portfolio shall become a "Portfolio" hereunder.

(d) FSIM further agrees that it:

(i) will comply with all applicable Rules and Regulations of the
SEC, the provisions of the Internal Revenue Code relating to regulated
investment companies, applicable banking laws and regulations, and
policy decisions adopted by the Company's Trustees as made from time to
time;

(ii) pursuant to its investment determination for the Company, in
placing orders with brokers and dealers, FSIM will attempt to obtain the
best net price and the most favorable execution of its orders.
Consistent with this obligation, when the execution and price offered by
two or more brokers or dealers are comparable, FSIM may, in its

A-2
<PAGE> 30

discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Company with research advice and other
services.

(iii) will maintain books and records with respect to the
securities transactions of the Company's Portfolios, and will furnish
the Company's Board of Trustees such periodic, regular and special
reports as the Board may request; and

(iv) will treat confidentially and as proprietary information of
the Company all records and other information relative to the Company
and prior, present or potential shareholders; and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Company, which approval shall not be
unreasonably withheld and such records may not be withheld where FSIM
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Company.

4. Services Not Exclusive. The investment management services furnished by
FSIM hereunder are not to be deemed exclusive, and FSIM shall be free to furnish
similar services to others so long as its services under this Agreement are not
impaired thereby.

5. Upon expiration or earlier termination of this Agreement, the Company
shall, if reference to "FSB" is made in the corporate name of the Company or in
the name of the Portfolios and if FSIM requests in writing, as promptly as
practicable change its corporate name and the name of the Portfolios so as to
eliminate all reference to "FSB", and thereafter the Company and the Portfolios
shall cease transacting business in any corporate name using the word "FSB" or
any other reference to FSIM or "FSB". The foregoing rights of FSIM and
obligations of the Company shall not deprive FSIM, or any affiliate thereof
which has "FSB" in its name, of, but shall be in addition to, any other rights
or remedies to which FSIM and any such affiliate may be entitled in law or
equity by reason of any breach of this Agreement by the Company, and the failure
or omission of FSIM to request a change of the Company's or the Portfolio's
names or a cessation of the use of the name "FSB" as described in this paragraph
5 shall not under any circumstances be deemed a waiver of the right to require
such change or cessation at any time thereafter for the same or any subsequent
breach.

6. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, FSIM hereby agrees that all records which it maintains for
the Company are the property of the Company and further agrees to surrender
promptly to the Company any of such records upon the Company's request. FSIM
further agrees to preserve for the periods prescribed by Rule 31a-2 under

A-3
<PAGE> 31

the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940
Act.

7. Expenses. During the term of this Agreement, FSIM will pay all expenses
incurred by it in connection with its activities under this Agreement other than
the cost of securities (including brokerage commissions, if any) purchased for
the Company.

8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, effective as of the date hereof, the Company will
pay FSIM and FSIM will accept as full compensation therefor, subject to the
provisions of paragraph 6, above, a fee, computed daily and paid monthly (in
arrears), at an annual rate of .30% of the average net assets held in each
Portfolio.

If in any fiscal year the aggregate expenses of any Portfolio exceeds the
expense limitations of any state having jurisdiction over a Portfolio, FSIM will
reimburse the Company for such excess expenses. The obligation of FSIM to
reimburse the Company hereunder is limited in any fiscal year to the amount of
its fee hereunder for such fiscal year, provided, however, that notwithstanding
the foregoing, FSIM shall reimburse the Company for such excess expenses
regardless of the amount of fees paid to it during such fiscal year to the
extent that the securities regulations of any state having jurisdiction over
such Portfolio so requires. Such expense reimbursement, if any, will be
estimated, reconciled and paid on a monthly basis.

9. Limitation of Liability. FSIM shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company in connection
with the performance of this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith, reckless disregard of gross
negligence on the part of FSIM in the performance of its obligations and duties
under this Agreement.

10. Duration and Termination.

(a) This Agreement shall continue in effect until two years from the
date hereof with respect to shares of the Portfolios and, with respect to
each investment portfolio established after the date hereof, for twelve
months from the date on which such portfolio becomes a portfolio hereunder,
and shall continue thereafter in full force and effect for successive
annual periods, provided that such continuance is specifically approved at
least annually (i) by the vote of a majority of those members of the
Company's Board of Trustees who are not interested persons of any party to
this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Company's Board of Trustees or by
vote of a majority of the outstanding voting securities of such Portfolio.
A-4
<PAGE> 32

(b) Notwithstanding the foregoing, this Agreement may be terminated at
any time, without the payment of any penalty, by the Company (by vote of
the Company's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Company's Portfolios, or by FSIM on sixty days'
written notice.

(d) As used in this agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" shall have the
same meaning of such terms in the 1940 Act.

(e) Any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 1940 Act) of any Portfolio shall be
effective to continue this Agreement with respect to any such Portfolio
notwithstanding (a) that this Agreement has not been approved by the
holders of a majority of the outstanding shares of any other Portfolio
affected thereby, and (b) that this Agreement has not been approved by vote
of a majority of the outstanding shares of the Company, unless such
approval shall be required by applicable law or otherwise.

11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective with respect to any Portfolio until approved by vote of a majority of
the outstanding voting securities of such Portfolio.

12. Limitation of Liability. The term "The FSB Funds" means and refers to
the Trustees from time to time serving under the Declaration of Trust of the
Company dated December 16, 1988 as the same may subsequently thereto have been,
or subsequently hereto be, amended. It is expressly agreed that the obligations
of the Company hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Company,
personally, but bind only the trust property of the Company, as provided in the
Declaration of Trust of the Company. The execution and delivery of this
Agreement have been authorized by the Trustees and shareholders of the Funds and
signed by the President of the Company, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the trust
property of the Company as provided in the Master Trust Agreement.

13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this
A-5
<PAGE> 33

Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by Delaware law.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

THE FSB FUNDS

By /s/ SIGNATURE ILLEGIBLE
----------------------------------

FIRST SECURITY INVESTMENT
MANAGEMENT, INC.

By /s/ JAMES DARCY
----------------------------------

A-6
<PAGE> 34

FIRST AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
(CORRECTED VERSION)*

This First Amendment to Investment Advisory Agreement is made as of the
27th day of December, 1994 by and between The Achievement Funds Trust, a
Massachusetts business trust (the "Trust"), and First Security Investment
Management, Inc. (the "Adviser").

WHEREAS, the Trust and Adviser entered into an Investment Advisory
Agreement as of February 1, 1989 (the "Advisory Agreement") with respect to the
provision of investment advisory services by the Adviser to the Trust's three
then existing portfolios (the "Current Portfolios");

WHEREAS, the Trust and the Adviser now desire to amend the Advisory
Agreement to include six new portfolios;

NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:

1. Addition of Certain Portfolios. The definition of Portfolios as used in
the Advisory Agreement shall be amended effective on the date hereof to include
six newly created investment portfolios of the Trust: Equity Fund, Balanced
Fund, Short-Term Bond Fund, Intermediate-Term Bond Fund, Idaho Tax-Free Fond
Fund and Short-Term Municipal Bond Fund.

2. Compensation. The first paragraph of Section 8 Compensation of the
Advisory Agreement is hereby deleted in its entirety and replaced with the
following paragraph:

"For the services provided and the expense assumed pursuant to the
Agreement, effective as of the date hereof, the Trust will pay to the Adviser
and the Adviser will accept as full compensation therefor, subject to the
provision of

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

* This corrected version of the First Amendment to Investment Advisory Agreement
corrects the cross-reference and Portfolio names appearing in paragraph 2 and
inserts the year of original execution.
<PAGE> 35

paragraph 7 above, a fee, computed daily and paid monthly (in arrears), at the
annual rates for each Portfolio as set forth below:

<TABLE>
<CAPTION>
PORTFOLIO MAXIMUM FEE
- --------- --------------
(AS PERCENTAGE
OF NET ASSETS)
<S> <C>
Equity Fund..................................... .74%
Balanced Fund................................... .74%
Short Term Bond Fund............................ .60%
Intermediate Term Bond Fund..................... .60%
Idaho Municipal Bond Fund....................... .60%
Short Term Municipal Bond Fund.................. .60%
</TABLE>

3. Effect of Amendment. Except as expressly set forth herein, the Advisory
Agreement shall remain in full force and effect and shall not be amended in any
way.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

THE ACHIEVEMENT FUNDS TRUST

By: /s/ KATHRYN L. STANTON

---------------------------------
Title: Vice President

FIRST SECURITY INVESTMENT MANAGEMENT,
INC.

By: /s/ STERLING K. JENSON

---------------------------------
Title: President & CEO

2
<PAGE> 36

SECOND AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
(CORRECTED VERSION)*

This Second Amendment to Investment Advisory Agreement is made as of the
1st day of November, 1996 by and between The Achievement Funds Trust, a
Massachusetts business trust (the "Trust"), and First Security Investment
Management, Inc. (the "Adviser").

WHEREAS, the Trust and the Adviser now desire to amend the Advisory
Agreement to include one new portfolio;

NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:

1. Addition of Certain Portfolios. The definition of Portfolios as used in
the Advisory Agreement shall be amended effective on the date hereof to include
a newly created investment portfolio of the Trust: Municipal Bond Fund.

2. Compensation. The first paragraph of Section 8 Compensation of the
Advisory Agreement is hereby deleted in its entirety and replaced with the
following paragraph:

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

* This corrected version of the Second Amendment to Investment Advisory
Agreement corrects the cross-reference and Portfolio names appearing in
paragraph 2.
<PAGE> 37

paragraph 7 above, a fee, computed daily and paid monthly (in arrears), at the
annual rates for each Portfolio as set forth below:

3. Effect of Amendment. Except as expressly set forth herein, the Advisory
Agreement shall remain in full force and effect and shall not be amended in any
way.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

THE ACHIEVEMENT FUNDS TRUST

By: /s/ KATHRYN L. STANTON

---------------------------------
Title: Vice President

FIRST SECURITY INVESTMENT MANAGEMENT,
INC.

By: /s/ STERLING K. JENSON

---------------------------------
Title: President & CEO

2
<PAGE> 38

ANNEX B

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of , 1999 between The Achievement Funds
Trust, a business trust organized under the laws of the Commonwealth of
Massachusetts (herein called the "Company"), and First Security Investment
Management, Inc. ("FSIM"), which is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, and is a subsidiary of First
Security Investment Services, Inc., which is in turn a wholly-owned subsidiary
of First Security Corporation.

WHEREAS, the Company is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and

WHEREAS, the Company has six investment portfolios: Equity Fund, Balanced
Fund, Intermediate Term Bond Fund, Short Term Bond Fund, Municipal Bond Fund,
and Idaho Municipal Bond Fund (the "Portfolios"); and

WHEREAS, the Company desires to retain FSIM to furnish investment advisory
services to the Portfolios, and FSIM is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

2. Delivery of Documents. The Company has furnished FSIM with properly
certified or authenticated copies of each of the following:

(a) The Company's Master Trust Agreement dated December 16, 1988 as
amended from time to time (the "Master Trust Agreement");

(b) The Company's By-Laws as currently in effect (such By-Laws, and
any amendments thereto made from time to time, are herein called the
"By-Laws");

(c) Resolutions of the Company's Board of Trustees authorizing the
appointment of FSIM as investment adviser and approving this Agreement;

(d) The Company's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission (the "SEC")
on December 19, 1988 and all amendments thereto;

B-1
<PAGE> 39

(f) The Company's most recent prospectus (such prospectus and all
amendments and supplements thereto are herein called "the Prospectus") and
the Company's most recent statement of additional information (such
statement of additional information and all amendments and supplements
thereto are herein called the "Statement of Additional Information").

The Fund will furnish FSIM from time to time with copies of all amendments
of or supplements to the foregoing.

3. Management.

(b) FSIM will provide the services under this Agreement in accordance
with the Portfolios investment objective, policies and restrictions as
stated in the Prospectus, the Statement of Additional Information and
resolutions of the Company's Board of Trustees.

(c) In the event that the Company desires to retain FSIM to act as
investment adviser hereunder for additional Portfolios, it shall notify
FSIM in writing. If FSIM is willing to render such services it shall notify
the Company in writing whereupon such portfolio shall become a "Portfolio"
hereunder.

(d) FSIM further agrees that it:

(ii) pursuant to its investment determination for the Company, in
placing orders with brokers and dealers, FSIM will attempt to obtain

B-2
<PAGE> 40

the best net price and the most favorable execution of its orders.
Consistent with this obligation, when the execution and price offered by
two or more brokers or dealers are comparable, FSIM may, in its
discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Company with research advice and other
services.

5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, FSIM hereby agrees that all records which it maintains for
the Company are the property of the Company and further agrees to surrender
promptly to the Company any of such records upon the Company's request. FSIM
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

6. Expenses. During the term of this Agreement, FSIM will pay all expenses
incurred by it in connection with its activities under this Agreement other than
the cost of securities (including brokerage commissions, if any) purchased for
the Company.

7. Compensation. For the services provided and the expense assumed
pursuant to the Agreement, effective as of the date hereof, the Company will pay
to FSIM and FSIM will accept as full compensation therefor, subject to the

B-3
<PAGE> 41

provisions of Paragraph 6 above, a fee, computed daily and paid monthly (in
arrears), at the annual rates for each Portfolio as set forth below:

<TABLE>
<CAPTION>
PORTFOLIO MAXIMUM FEE
- --------- --------------
(AS PERCENTAGE
OF NET ASSETS)
<S> <C>
Equity Fund..................................... .74%
Balanced Fund................................... .74%
Short Term Bond Fund............................ .60%
Intermediate Term Bond Fund..................... .60%
Idaho Municipal Bond Fund....................... .60%
Municipal Bond Fund............................. .60%
</TABLE>

8. Limitation of Liability. FSIM shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Company in connection
with the performance of this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith, reckless disregard of gross
negligence on the part of FSIM in the performance of its obligations and duties
under this Agreement.

9. Duration and Termination.

(a) This Agreement shall continue in effect until two years from the
date hereof with respect to shares of the Portfolios and, with respect to
each investment portfolio established after the date hereof, for twelve
months from the date on which such portfolio becomes a portfolio hereunder,
and shall continue thereafter in full force and effect for successive
annual periods, provided that such continuance is specifically approved at
least annually (i) by the vote of a majority of those members of the
Company's Board of Trustees who are not interested persons of any party to
this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Company's Board of Trustees, or by
vote of a majority of the outstanding voting securities of such Portfolio.

B-4
<PAGE> 42

(b) Notwithstanding the foregoing, this Agreement may be terminated at
any time, without the payment of any penalty, by the Company, by vote of
the Company's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Company's Portfolios, or by FSIM on sixty days'
written notice.

(d) As used in this agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" shall have the
same meaning of such terms in the 1940 Act.

(f) Ninety days after the termination of this agreement that certain
Service Mark License Agreement dated as of December 1, 1994, between First
Security Corporation and the Company, pursuant to which the Company is
granted the right to use the mark "The Achievement Funds" in connection
with its business operations, will terminate in accordance with its terms.

10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective with respect to any Portfolio until approved by vote of a majority of
the outstanding voting securities of such Portfolio.

11. Limitation of Liability. The term "The Achievement Funds Trust" means
and refers to the Trustees from time to time serving under the Declaration of
Trust of the Company dated December 16, 1988 as the same may subsequently
thereto have been, or subsequently hereto be, amended. It is expressly agreed
that the obligations of the Company hereunder shall not be binding upon any of
the Trustees, shareholders, nominees, officers, agents or employees of the
Company, personally, but bind only the trust property of the Company, as
provided in the Declaration of Trust of the Company. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Portfolios and signed by the President of the Company, acting as such, and
neither such authorization by such Trustees and shareholders nor such execution
B-5
<PAGE> 43

and delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Company as provided in the Master Trust
Agreement.

12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Delaware law.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

THE ACHIEVEMENT FUNDS TRUST

By: -------------------------------------
Name and Title: ---------------------

FIRST SECURITY INVESTMENT MANAGEMENT,
INC.

By: -------------------------------------
Name and Title: ---------------------

B-6
<PAGE> 44

This page intentionally left blank.
<PAGE> 45
THE ACHIEVEMENT FUNDS TRUST
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
[Insert Portfolio Name]

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1999

The undersigned hereby appoints each of Kevin P. Robins and Lynda J.
Striegel, individually, as proxy and attorney-in-fact for the undesigned with
full power of substitution to vote on behalf of the undersigned at the Special
Meeting of Shareholders of The Achievement Funds Trust to be held on October 29,
1999, and at any adjournment or postponement thereof, all shares of the
portfolio indicated above within The Achievement Funds 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" EACH OF THE PROPOSALS SET FORTH BELOW. 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.

To vote by Telephone

1. Read the Proxy Statement and have the proxy card below at hand.
2. Call 1-800-090-6903
3. Enter the 12-digit control number set forth on the proxy card and
follow the simple instructions.

To vote by Internet

1. Read the Proxy Statement and have the proxy card below at hand.
2. Go to the Website www.proxyvote.com.
3. Enter the 12-digit control number set forth on the proxy card and
follow the simple instructions.

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

<PAGE> 46
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

Proposal 1. Approval of new investment advisory agreement.

FOR [ ] WITHHOLD [ ] ABSTAIN [ ]

Proposal 2. 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
John L. Rudisill Frederick A. Moreton, Jr Robert G. Love
August Glissmeyer, Jr. Carl S. Minden George L. Denton, Jr.

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:

Date:
----------------------------------------

---------------------------------------------
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.