Filed Pursuant to Rule
497(e) under the
Securities Act of 1933.
Registration No. 2-15037
First Mutual Funds
Supplement dated June 4, 1996
to the Prospectus dated October 27, 1995
SUPPLEMENT
The following information is added at the end of the section entitled "The
Investment Advisor" on page 9 of the Prospectus:
On June 3, 1996, the Board of Trustees of First Mutual Funds (the
"Trust") approved a proposed Investment Advisory Agreement (the
"Agreement") between the Trust and Trainer, Wortham & Co., Inc. As
required under the Investment Company Act of 1940, the Trust's shareholders
of record will vote to approve or reject the Agreement at the Trust's
Shareholder Meeting in early August 1996. The Agreement would increase the
amount of investment advisory fees that the Trust pays to Trainer, Wortham
& Co., Inc. on Trust assets over $40,000,000. Currently, the Trust pays an
annual investment advisory fee of 0.75% on the first $40,000,000 of the
Trust's average daily net assets with the fee reduced to 0.50% for average
daily net assets over $40,000,000. The Agreement eliminates the fee
reduction for Trust assets over $40,000,000 resulting in a flat fee rate
of 0.75% regardless of the Trust's asset level . If approved by
shareholders, the Agreement will become effective in September 1996.
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FUND/PLAN SERVICES, INC.
#2 West Elm Street
Conshohocken, PA 19428
June 4, 1996
Securities and Exchange Commission
Judiciary Plaza
Public Filing Desk
450 Fifth Street, NW
Washington, DC 20549
Re: First Mutual Funds (the "Registrant")
File No.: 2-15037
To the Staff of the Commission:
Pursuant to Rule 497(e) under the Securities Act of 1933, as
amended, enclosed for filing on behalf of the Registrant is the
EDGAR transmission of the Supplement to the Prospectus
dated October 27, 1995, as supplemented June 4, 1996.
The purpose of this filing is to inform prospective shareholders of the
proposed change in the Investment Advisory Agreement between the Advisor
and the Registrant.
Should you have any questions, comments or require further
information, I can be reached directly at 610-834-3540.
Thank you for your continued courtesy and cooperation.
Sincerely,
M. Antonia O'Donnell
Assistant Compliance Administrator
cc: Michael Farrell, Esq.
David P. Como
