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Firstar Funds
Firstar Balanced Income Fund
Institutional and Retail Shares
Supplement dated November 16, 1998 to the
Prospectus dated February 1, 1998
Page 2
- - --------
Effective January 1, 1999 the Expense Summary is deleted and replaced with the
following:
EXPENSE SUMMARY
Below is a summary of the shareowner transaction expenses and the annual
operating expenses expected to be incurred by Retail and Institutional Shares of
the Balanced Income Fund beginning January 1, 1999. An example based on the
summary is also shown.
RETAIL INSTITUTIONAL
SHAREOWNER TRANSACTION EXPENSES SHARES SHARES
- - --------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 4.50% None
Maximum Sales Charge Imposed on
Reinvested Dividends None None
Deferred Sales Charge None None
Redemption Fees None<F1> None<F1>
Exchange Fees None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees (After Fee Waivers)<F2> 0.33% 0.33%
12b-1 Fees 0% 0%
All Other Expenses
Shareowner Servicing Fees 0.25%<F3> 0%
Other Expenses 0.64% 0.89% 0.64% 0.64%
----- ----- ----- -----
Total Fund Operating Expenses
After Fee Waivers<F4> 1.22% 0.97%
===== =====
<F1> A fee of $12.00 is charged for each wire redemption and $15.00 for each
non-systematic withdrawal from an IRA Account on Retail Shares. See
"Redemption of Shares."
<F2> The Adviser has voluntarily agreed to waive a portion of its fees to the
extent that the Fund's total operating expenses exceed 1.22% for Retail
Shares and 0.97% for Institutional Shares during the first twelve months of
operations. However, the waivers are voluntary, and may be modified or
terminated at any time without the Fund's consent. Absent such waivers,
advisory fees would be 0.75%. See "Management of the Fund" in this
Prospectus for a more complete discussion.
<F3> The total of all 12b-1 fees and Shareowner Servicing Fees paid by Retail
Shares of the Fund may not exceed, in the aggregate, the annual rate of
0.25% of the Fund's average daily net assets. The Fund does not expect to
pay any 12b-1 fees for the current year. If 12b-1 fees are paid in the
future, long-term shareowners may pay more than the economic equivalent of
the maximum front-end sales charge permitted by the National Association of
Securities Dealers.
<F4> Absent fee waivers, total operating expenses would be 1.64% and 1.39% for
Retail and Institutional Shares, respectively.
Example: You would pay the following expenses on a $1,000 investment, assuming
(1) a 5% annual return; and (2) redemption of your investment at the end of the
following periods:
1 Year 3 Years
--------- ---------
Retail Shares $57 $82
Institutional Shares $10 $31
The foregoing tables are intended to assist investors in understanding the
expenses that shareowners bear either directly or indirectly and reflect
anticipated fees. In addition, Shareowner Organizations or Institutions (as
defined below) may charge fees for providing services in connection with their
clients' investments in the Fund's shares.
The example shown above should not be considered a representation of future
investment return or operating expenses. Actual investment return and operating
expenses may be more or less than those shown. The Balanced Income Fund is new
and the above figures are based on estimates of expenses expected during its
first twelve months of operations.
<PAGE>
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Firstar Funds
Information regarding the Fund's actual performance will appear in its annual
report to shareowners. The annual report for its first fiscal year, which may
be obtained without charge by calling Firstar Funds Center at 1-800-982-8909,
will be available within 60 days after the end of the fiscal year. Each
shareowner of record at the close of the fiscal year will be sent the annual
report.
- - -------------------------------------------------------------------------------
UNDERSTANDING EXPENSES
OPERATING A MUTUAL FUND INVOLVES A VARIETY OF EXPENSES FOR PORTFOLIOMANAGEMENT,
SHAREOWNER STATEMENTS AND REPORTS, AND OTHER SERVICES. THESE COSTS ARE PAID
FROM THE FUND'S ASSETS AND THEIR EFFECT, EXCEPT FOR FEES CHARGED DIRECTLY BY A
SHAREOWNER ORGANIZATION OR INSTITUTION TO ITS CUSTOMERS, ARE FACTORED INTO ANY
QUOTED SHARE PRICE OR RETURN.
- - -------------------------------------------------------------------------------
Page 12.
- - --------
Effective January 1, 1999 the table describing the sales charges is deleted and
replaced with the following:
<TABLE>
<CAPTION>
Shareholder Organization
Sales Charge as Sales Charge as Reallowance as a
Amount of Transaction Percentage of Offering Percentage of Net Asset Percentage of Offering
at Offering Price Price Value Price
- - ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00%
$100,000 to $249,999 3.75% 3.90% 3.25%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $749,999 2.00% 2.04% 1.50%
$750,000 to $999,999 1.00% 1.01% 0.50%
$1,000,000 and above 0.25% 0.25% 0.25%
</TABLE>
Effective January 1, 1999 the fourth paragraph of the section "How To Purchase
Retail Shares" is deleted and replaced with the following:
You may purchase Retail Shares without a sales charge if: (a) you are a
registered representative, employee, director or retiree of Firstar Corporation
or its affiliates or of Firstar Funds, Inc. (b) you are a spouse, parent,
sibling or child of an individual who falls within the preceding category (a)
above or (c) you make any purchase for your medical savings account for which
Firstar Corporation or an affiliate serves in a custodial capacity.
If you are no longer eligible to purchase Firstar Funds under the above
exemptions, you may wish to consider purchasing Institutional Shares with no
sales charge through Waterhouse Securities.
Page 13.
- - -----------
The "Rights of Accumulation" section is replaced by the following:
Existing Fund shares can be combined with new purchases for purposes of
calculating reduced sales charges.
Page 21.
- - ----------
Effective January 1, 1999, the following sentence is inserted after the first
sentence of the third paragraph in the "Management of the Fund - Advisory
Services" section:
The Adviser expects to earn fees, net of waivers, at the annual rate of 0.33% of
the Fund.
Page 22.
- - -----------
Effective January 1, 1999, the last two sentences of the "Management of the Fund
- - - Administrative Services" section are deleted and replaced with the following:
The Fund is expected to accrue administrative fees at 0.11% of the Fund's
average net assets.
<PAGE>
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Firstar Funds
Firstar Money Market Fund
Firstar Institutional Money Market Fund
Firstar U.S. Treasury Money Market Fund
Firstar U.S. Government Money Market Fund
Firstar Tax-Exempt Money Market Fund
Firstar Short-Term Bond Market Fund
Firstar Intermediate Bond Market Fund
Firstar Tax-Exempt Intermediate Bond Fund
Firstar Bond IMMDEX TM Fund
Firstar Balanced Growth Fund
Firstar Growth and Income Fund
Firstar Equity Index Fund
Firstar Growth Fund
Firstar Special Growth Fund
Firstar Emerging Growth Fund
Firstar MicroCap Fund
Firstar International Equity Fund
Institutional Shares
Supplement dated November 16, 1998 to the
Prospectus dated February 1, 1998
Page 3.
- - --------
Effective January 1, 1999 the Expense Summary is deleted and replaced with the
following:
EXPENSE SUMMARY
Below is a summary of the shareowner transaction expenses and the annual
operating expenses expected to be incurred by the Institutional Money Market
Fund and by Institutional Shares of the Short-Term Bond Market, Intermediate
Bond Market, Tax-Exempt Intermediate Bond, Bond IMMDEX TM, Balanced Growth,
Growth and Income, Equity Index, Growth, Special Growth, MicroCap, International
Equity, Money Market, U.S. Treasury Money Market, U.S. Government Money Market
and Tax-Exempt Money Market Funds beginning January 1, 1999. Also below is a
summary of the expenses expected to be incurred by the Emerging Growth Fund
during its first twelve months of operation. An example based on the summaries
is also shown.
<TABLE>
<CAPTION>
MONEY MARKET BOND EQUITY
SHAREOWNER TRANSACTION EXPENSES FUNDS FUNDS FUNDS
- - -----------------------------------------------------------------------------------------------------------------
<C> <C> <C>
Maximum Sales Charge Imposed on Purchases None None None
Maximum Sales Charge Imposed on Reinvested Dividends None None None
Deferred Sales Charge None None None
Redemption Fees None None None
Exchange Fees None None None
</TABLE>
<PAGE>
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Firstar Funds
<TABLE>
<CAPTION>
TOTAL FUND
ADVISORY FEES SHAREOWNER OPERATING
ANNUAL FUND OPERATING EXPENSES (AFTER FEE 12B-1 SERVICING OTHER EXPENSES (AFTER
(as a percentage of average net assets) WAIVERS)<F1> FEES<F2> FEES<F2> EXPENSES<F3> FEE WAIVERS)<F4>
- - ----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
MONEY MARKET FUNDS:
Money Market Fund 0.37% 0.03% 0.00% 0.35% 0.75%
Institutional Money Market Fund 0.29% 0.00% 0.00% 0.10% 0.39%
U.S. Treasury Money Market Fund 0.49% 0.00% 0.00% 0.26% 0.75%
U.S. Government Money Market Fund 0.50% 0.00% 0.00% 0.22% 0.72%
Tax-Exempt Money Market Fund 0.48% 0.00% 0.00% 0.27% 0.75%
BOND FUNDS:
Short-Term Bond Market Fund 0.30% 0.00% 0.00% 0.27% 0.57%
Intermediate Bond Market Fund 0.36% 0.00% 0.00% 0.21% 0.57%
Tax-Exempt Intermediate Bond Fund 0.36% 0.00% 0.00% 0.31% 0.67%
Bond IMMDEX TM Fund 0.30% 0.00% 0.00% 0.19% 0.49%
EQUITY FUNDS:
Balanced Growth Fund 0.73% 0.00% 0.00% 0.24% 0.97%
Growth and Income Fund 0.75% 0.00% 0.00% 0.19% 0.94%
Equity Index Fund 0.19% 0.00% 0.00% 0.18% 0.37%
Growth Fund 0.75% 0.00% 0.00% 0.21% 0.96%
Special Growth Fund 0.75% 0.00% 0.00% 0.20% 0.95%
Emerging Growth Fund 0.73% 0.00% 0.00% 0.38% 1.11%
MicroCap Fund 1.50% 0.00% 0.00% 0.30% 1.80%
International Equity Fund 1.14% 0.00% 0.00% 0.43% 1.57%
</TABLE>
<F1>The Adviser has voluntarily agreed to waive a portion of its fees. These
waivers are expected to remain in effect for the current fiscal year.
However, these waivers are voluntary and can be modified or terminated at
any time without the Fund's consent. Absent such waivers, advisory fees
would be 0.50%, 0.50%, 0.50%, 0.50%, 0.60%, 0.50%, 0.50%, 0.75%, 0.25%,
0.75%, and 1.37% for the Money Market, Institutional Money Market, U.S.
Treasury Money Market, Tax-Exempt Money Market, Short-Term Bond Market,
Intermediate Bond Market, Tax-Exempt Intermediate Bond, Balanced Growth,
Equity Index, Emerging Growth and International Equity Funds, respectively.
See "Management of the Funds" in this Prospectus for a more complete
description and the financial statements for the Funds incorporated into
the Statement of Additional Information ("SAI").
<F2>The total of all 12b-1 fees and Shareowner Servicing Fees may not exceed,
in the aggregate, the annual rate of 0.25% of a Fund's average daily net
assets. Only the Money Market Fund intends to pay 12b-1 fees for the
current year.
<F3>Absent administrative fee waivers, other expenses would have been 0.14% for
the Institutional Money Market Fund. The administrative fee waiver is
expected to remain in effect for the current fiscal year. However, this
waiver is voluntary and can be modified or terminated at any time without
the Fund's consent.
<F4>Absent fee waivers, total operating expenses would have been 0.88%, 0.60%,
0.76%, 0.77%, 0.87%, 0.71%, 0.81%, 0.99%, 0.43%, 1.13% and 1.80% for the
Money Market, Institutional Money Market, U.S. Treasury Money Market, Tax-
Exempt Money Market, Short-Term Bond Market, Intermediate Bond Market, Tax-
Exempt Intermediate Bond, Balanced Growth, Equity Index, Emerging Growth
and International Equity Funds, respectively.
<PAGE>
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Firstar Funds
Example: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual returns, and (2) redemption of your investment at the end of the
following periods:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ----------
<C> <C> <C> <C>
Money Market Fund........................................... $8 $24 $42 $93
Institutional Money Market Fund............................. 4 13 22 49
U.S. Treasury Money Market Fund............................. 8 24 42 93
U.S. Government Money Market Fund ......................... 7 23 40 89
Tax-Exempt Money Market Fund ............................... 8 24 42 93
Short-Term Bond Market Fund ................................ 6 18 32 71
Intermediate Bond Market Fund .............................. 6 18 32 71
Tax-Exempt Intermediate Bond Fund .......................... 7 21 37 83
Bond IMMDEX TM Fund ........................................ 5 16 27 62
Balanced Growth Fund........................................ 10 31 54 119
Growth and Income Fund ..................................... 10 30 52 115
Equity Index Fund........................................... 4 12 21 47
Growth Fund................................................. 10 31 53 118
Special Growth Fund......................................... 10 30 53 117
Emerging Growth Fund........................................ 11 35 61 135
MicroCap Fund............................................... 18 57 97 212
International Equity Fund................................... 16 50 86 187
</TABLE>
The foregoing tables are intended to assist investors in understanding the
expenses that shareowners bear either directly or indirectly and reflect
anticipated fees. In addition, Institutions may charge fees for providing
services in connection with their clients' investments in a Fund's shares.
The example shown above should not be considered a representation of future
investment return or operating expenses. Actual investment return and operating
expenses may be more or less than those shown. The Emerging Growth Fund is new
and the above figures are based on estimates of expenses expected during its
first twelve months of operations. Information regarding the Funds' actual
performance appears in their annual report to shareowners. Each shareowner of
record at the close of the fiscal year will be sent the annual report.
Page 45.
- - ----------
Effective January 1, 1999, the second sentence of the fourth paragraph in the
"Management of the Funds - Advisory Services" section is deleted and replaced
by the following sentence:
The Adviser is expected to earn fees, net of waivers, at the annual rate of
0.37% for the Money Market Fund, 0.29% for the Institutional Money Market Fund,
0.49% for the U.S. Treasury Money Market Fund, 0.50% for the U.S. Government
Money Market Fund, 0.48% for the Tax-Exempt Money Market Fund, 0.30% for the
Short-Term Bond Market Fund, 0.36% for the Intermediate Bond Market Fund, 0.36%
for the Tax-Exempt Intermediate Bond Fund, 0.30% for the Bond IMMDEX TM Fund,
0.73% for the Balanced Growth Fund, 0.75% for the Growth and Income Fund, 0.19%
for the Equity Index Fund, 0.75% for the Growth Fund, 0.75% for the Special
Growth Fund, 0.73% for the Emerging Growth Fund, 1.50% for the MicroCap Fund and
1.14% for the International Equity Fund.
<PAGE>
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Firstar Funds
Page 47.
- - ----------
Effective January 1, 1999, the second paragraph of the "Management of the Funds
- - - Administrative Services" section is deleted and replaced with the following:
The Funds are expected to accrue administrative fees, at 0.11% of each Fund's
respective average net assets except for the Institutional Money Market Fund
which will accrue administrative fees, after waivers, at 0.07% of the Fund's
average net assets.
<PAGE>
(logo)
Firstar Funds
Firstar Money Market Fund
Firstar U.S. Treasury Money Market Fund
Firstar U.S. Government Money Market Fund
Firstar Tax-Exempt Money Market Fund
Supplement dated November 16, 1998 to the
Prospectus dated February 1, 1998
Page 2.
- - ---------
Effective January 1, 1999 the Expense Summary is deleted and replaced with the
following:
EXPENSE SUMMARY
Below is a summary of the shareowner transaction expenses and the annual
operating expenses expected to be incurred by the Funds beginning January 1,
1999. An example based on the summary is also shown.
SHAREOWNER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases None
Maximum Sales Charge on Reinvested Dividends None
Deferred Sales Charge None
Redemption Fees None<F1>
Exchange Fees None
<TABLE>
<CAPTION>
U.S. U.S.
TREASURY GOVERNMENT TAX-EXEMPT
MONEY MONEY MONEY MONEY
ANNUAL FUND OPERATING EXPENSES MARKET MARKET MARKET MARKET
(as a percentage of average net assets) FUND FUND FUND FUND
- - ------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C>
Advisory Fees (After Fee waivers)<F2> 0.37% 0.49% 0.50% 0.48%
12b-1 Fees<F3> 0.03% 0.00% 0.00% 0.00%
Shareowner Servicing Fees<F3> 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.35% 0.26% 0.22% 0.27%
Total Fund Operating Expenses
(After Fee Waivers)<F4> 0.75% 0.75% 0.72% 0.75%
</TABLE>
<F1> A fee of $12.00 is charged for each wire redemption and $15.00 for each
non-systematic withdrawal from an IRA Account. See "Redemption of
Shares."
<F2> The Adviser has voluntarily agreed to waive a portion of its fees to the
extent that each Fund's total ordinary operating expenses exceed 0.75%
during the current fiscal year. However, these waivers are voluntary and
can be modified or terminated at any time without the Fund's consent.
Absent such waivers, advisory fees would be 0.50% for the Money Market,
U.S. Treasury Money Market and Tax-Exempt Money Market Funds. See
"Management of the Funds" in this Prospectus for a more complete
description and the Funds' financial statements incorporated into the
Statement of Additional Information ("SAI").
<F3> The total of all 12b-1 fees and Shareowner Servicing Fees paid by a Fund
may not exceed, in the aggregate, the annual rate of 0.25% of the Fund's
average daily net assets. Only the Money Market Fund intends to pay 12b-
1 fees for the current year.
<F4> Absent fee waivers, total operating expenses would have been 0.88%, 0.76%
and 0.77% for the Money Market, U. S. Treasury Money Market and Tax-
Exempt Money Market Funds, respectively.
<PAGE>
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Firstar Funds
Example: You would pay the following expenses on a $1,000 investment in any one
of the Funds, assuming (1) a 5% annual return and (2) redemption of your
investment at the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - -------------------------------------------------------------------------------
Money Market Fund, U.S.
Treasury Money Market
Fund, Tax-Exempt Money
Market Fund $8 $24 $42 $93
U.S. Government Money
Market Fund 7 23 40 89
The foregoing tables are intended to assist investors in understanding the
expenses that shareowners bear directly or indirectly. In addition, Shareowner
Organizations may charge fees for providing services in connection with their
clients' investments in a Fund's shares.
The example shown above should not be considered a representation of future
investment return or operating expenses. Actual investment return and operating
expenses may be more or less than those shown.
- - --------------------------------------------------------------------------------
UNDERSTANDING EXPENSES
OPERATING A MUTUAL FUND INVOLVES A VARIETY OF EXPENSES FOR PORTFOLIO MANAGEMENT,
SHAREOWNER STATEMENTS AND REPORTS, AND OTHER SERVICES. THESE COSTS ARE PAID
FROM A FUND'S ASSETS AND THEIR EFFECT, EXCEPT FOR ANY FEES CHARGED DIRECTLY BY A
SHAREOWNER ORGANIZATION TO ITS CUSTOMERS, ARE FACTORED INTO ANY QUOTED SHARE
PRICE OR RETURN.
- - -------------------------------------------------------------------------------
Page 19.
- - -----------
Effective January 1, 1999, the second sentence of the third paragraph in the
"Management of the Funds - Advisory Services" section is deleted and replaced
by the following sentence:
The Adviser will earn fees, net of waivers, at the annual rate of 0.37% for the
Money Market Fund, 0.49% for the U.S. Treasury Money Market Fund, 0.50% for the
U.S. Government Money Market Fund and 0.48% for the Tax-Exempt Money Market
Fund.
Effective January 1, 1999, the last three sentences of the first paragraph in
the "Management of the Funds - Administrative Services" section are deleted and
replaced with the following:
The Funds are expected to accrue administrative fees at 0.11% of each Fund's
respective average net assets.
<PAGE>
(logo)
Firstar Funds
Firstar Money Market Fund
Firstar U.S. Treasury Money Market Fund
Firstar U.S. Government Money Market Fund
Firstar Tax-Exempt Money Market Fund
Firstar Short-Term Bond Market Fund
Firstar Intermediate Bond Market Fund
Firstar Tax-Exempt Intermediate Bond Fund
Firstar Bond IMMDEX TM Fund
Firstar Balanced Growth Fund
Firstar Growth and Income Fund
Firstar Equity Index Fund
Firstar Growth Fund
Firstar Special Growth Fund
Firstar Emerging Growth Fund
Firstar MicroCap Fund
Firstar International Equity Fund
Retail Shares
Supplement dated November 16, 1998 to the
Prospectus dated February 1, 1998
Page 3.
- - ----------
Effective January 1, 1999 the Expense Summary is deleted and replaced with the
following:
EXPENSE SUMMARY
Below is a summary of the shareowner transaction expenses and the annual
operating expenses expected to be incurred by the Retail Shares of the Short-
Term Bond Market, Intermediate Bond Market, Tax-Exempt Intermediate Bond, Bond
IMMDEX TM, Balanced Growth, Growth and Income, Equity Index, Growth, Special
Growth, MicroCap, International Equity, Money Market, U.S. Treasury Money
Market, U.S. Government Money Market and Tax-Exempt Money Market Funds beginning
January 1, 1999. Also below is a summary of the expenses expected to be
incurred by the Emerging Growth Fund during its first twelve months of
operation. An example based on the summaries is also shown.
SHAREOWNER MONEY MARKET BOND EQUITY
TRANSACTION EXPENSES FUNDS FUNDS FUNDS
- - ------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) None 3.75% 4.50%
Maximum Sales Charge Imposed on
Reinvested Dividends None None None
Deferred Sales Charge None None None
Redemption Fees None<F1> None<F1> None<F1>
Exchange Fees None None None
<PAGE>
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Firstar Funds
<TABLE>
<CAPTION>
TOTAL FUND
ADVISORY FEES SHAREOWNER OPERATING
ANNUAL FUND OPERATING EXPENSES (AFTER FEE 12B-1 SERVICING OTHER EXPENSES (AFTER
(as a percentage of average net assets) WAIVERS)<F2> FEES<F3> FEES<F3> EXPENSES FEE WAIVERS)<F4>
- - ----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
MONEY MARKET FUNDS:
Money Market Fund 0.37% 0.03% 0.00% 0.35% 0.75%
U.S. Treasury Money Market Fund 0.49% 0.00% 0.00% 0.26% 0.75%
U.S. Government Money Market Fund 0.50% 0.00% 0.00% 0.22% 0.72%
Tax-Exempt Money Market Fund 0.48% 0.00% 0.00% 0.27% 0.75%
BOND FUNDS:
Short-Term Bond Market Fund 0.30% 0.00% 0.25% 0.27% 0.82%
Intermediate Bond Market Fund 0.36% 0.00% 0.25% 0.21% 0.82%
Tax-Exempt Intermediate Bond Fund 0.36% 0.00% 0.25% 0.31% 0.92%
Bond IMMDEX TM Fund 0.30% 0.00% 0.25% 0.19% 0.74%
EQUITY FUNDS:
Balanced Growth Fund 0.73% 0.00% 0.25% 0.24% 1.22%
Growth and Income Fund 0.75% 0.00% 0.25% 0.19% 1.19%
Equity Index Fund 0.19% 0.00% 0.25% 0.18% 0.62%
Growth Fund 0.75% 0.00% 0.25% 0.21% 1.21%
Special Growth Fund 0.75% 0.00% 0.25% 0.20% 1.20%
Emerging Growth Fund 0.73% 0.00% 0.25% 0.38% 1.36%
MicroCap Fund 1.50% 0.00% 0.25% 0.30% 2.05%
International Equity Fund 1.14% 0.00% 0.25% 0.43% 1.82%
</TABLE>
<F1> A fee of $12.00 is charged for each wire redemption and $15.00 for each
non-systematic withdrawal from an Individual Retirement Account ("IRA").
See "Redemption of Shares."
<F2> The Adviser has voluntarily agreed to waive a portion of its fees. These
waivers are expected to remain in effect for the current fiscal year.
However, these waivers are voluntary and can be modified or terminated at
any time without the Fund's consent. Absent such waivers, advisory fees
would be 0.50%, 0.50%, 0.50%, 0.60%, 0.50%, 0.50%, 0.75%, 0.25%, 0.75%,
and 1.37% for the Money Market, U.S. Treasury Money Market, Tax-Exempt
Money Market, Short-Term Bond Market, Intermediate Bond Market, Tax-Exempt
Intermediate Bond, Balanced Growth, Equity Index, Emerging Growth and
International Equity Funds, respectively. See "Management of the Funds"
in this Prospectus for a more complete description and the financial
statements for the Funds incorporated into the Statement of Additional
Information ("SAI").
<F3> The total of all 12b-1 fees and Shareowner Servicing Fees may not exceed,
in the aggregate, the annual rate of 0.25% of a Fund's average daily net
assets. Only the Money Market Fund intends to pay 12b-1 fees for the
current year. If 12b-1 fees are paid, long-term shareowners may pay more
than the economic equivalent of the maximum front-end sales charge
permitted by the National Association of Securities Dealers.
<F4> Absent fee waivers, total operating expenses would have been 0.88%, 0.76%,
0.77%, 1.12%, 0.96%, 1.06%, 1.24%, 0.68%, 1.38% and 2.05% for the Money
Market, U.S. Treasury Money Market, Tax-Exempt Money Market, Short-Term
Bond Market, Intermediate Bond Market, Tax-Exempt Intermediate Bond,
Balanced Growth, Equity Index, Emerging Growth and International Equity
Funds, respectively.
<PAGE>
(logo)
Firstar Funds
Example: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual returns, and (2) redemption of your investment at the end of the
following periods:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ----------
<C> <C> <C> <C>
Money Market Fund........................................... $8 $24 $42 $93
U.S. Treasury Money Market Fund............................. 8 24 42 93
U.S. Government Money Market Fund........................... 7 23 40 89
Tax-Exempt Money Market Fund................................ 8 24 42 93
Short-Term Bond Market Fund................................. 46 63 81 135
Intermediate Bond Market Fund............................... 46 63 81 135
Tax-Exempt Intermediate Bond Fund........................... 47 66 87 146
Bond IMMDEX TM Fund......................................... 45 60 77 126
Balanced Growth Fund........................................ 57 82 109 186
Growth and Income Fund...................................... 57 81 107 183
Equity Index Fund........................................... 51 64 78 119
Growth Fund................................................. 57 82 109 185
Special Growth Fund......................................... 57 81 108 184
Emerging Growth Fund........................................ 58 86 116 201
MicroCap Fund............................................... 65 106 150 272
International Equity Fund................................... 63 100 139 249
</TABLE>
The foregoing tables are intended to assist investors in understanding the
expenses that shareowners bear either directly or indirectly and reflect
anticipated fees. In addition, Shareowner Organizations may charge fees for
providing services in connection with their clients' investments in a Fund's
shares.
The example shown above should not be considered a representation of future
investment return or operating expenses. Actual investment return and operating
expenses may be more or less than those shown. The Emerging Growth Fund is new
and the above figures are based on estimates of expenses expected during its
first twelve months of operations. Information regarding the Funds' actual
performance appears in their annual report to shareowners. Each shareowner of
record at the close of the fiscal year will be sent the annual report.
- - -------------------------------------------------------------------------------
UNDERSTANDING EXPENSES
OPERATING A MUTUAL FUND INVOLVES A VARIETY OF EXPENSES FOR PORTFOLIO MANAGEMENT,
SHAREOWNER STATEMENTS AND REPORTS, AND OTHER SERVICES. THESE COSTS ARE PAID
FROM THE FUND'S ASSETS AND THEIR EFFECT, EXCEPT FOR FEES CHARGED DIRECTLY BY A
SHAREOWNER ORGANIZATION OR INSTITUTION TO ITS CUSTOMERS, ARE FACTORED INTO ANY
QUOTED SHARE PRICE OR RETURN.
- - -------------------------------------------------------------------------------
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(logo)
Firstar Funds
Page 41.
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Effective January 1, 1999 the table describing the sales charges is deleted and
replaced with the following:
<TABLE>
<CAPTION>
Shareholder Organization
Sales Charge as a Sales Charge as Reallowance as a
Amount of Transaction Percentage of Offering Percentage of Net Asset Percentage of Offering
at Offering Price Price Value Price
Equity Funds Bond Funds Equity Funds Bond Funds Equity Funds Bond Funds
- - ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
Less than $100,000 4.50% 3.75% 4.71% 3.90% 4.00% 3.25%
$100,000 to $249,999 3.75% 3.00% 3.90% 3.09% 3.25% 2.50%
$250,000 to $499,999 2.50% 1.75% 2.56% 1.78% 2.00% 1.25%
$500,000 to $749,999 2.00% 1.25% 2.04% 1.27% 1.50% 0.75%
$750,000 to $999,999 1.00% 0.75% 1.01% 0.76% 0.50% 0.25%
$1,000,000 and above 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
</TABLE>
Effective January 1, 1999 the fourth paragraph is deleted and replaced with the
following:
You may purchase shares without a sales charge if: (a) you are a registered
representative, employee, director or retiree of Firstar Corporation or its
affiliates or of Firstar Funds, Inc. (b) you are a spouse, parent, sibling or
child of an individual who falls within the preceding category (a) above or (c)
you make any purchase for your medical savings account for which Firstar
Corporation or an affiliate serves in a custodial capacity.
If you are no longer eligible to purchase Firstar Funds under the above
exemptions, you may wish to consider purchasing Institutional Shares with no
sales charge through Waterhouse Securities.
Page 42.
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The "Rights of Accumulation" section is replaced by the following:
Existing Fund shares can be combined with new purchases for purposes of
calculating reduced sales charges.
Page 49.
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Effective January 1, 1999, the second sentence of the fourth paragraph in the
"Management of the Funds - Advisory Services" section is deleted and replaced
by the following sentence:
The Adviser expects to earn fees, net of waivers, at the annual rate of 0.37%
for the Money Market Fund, 0.49% for the U.S. Treasury Money Market Fund, 0.50%
for the U.S. Government Money Market Fund, 0.48% for the Tax-Exempt Money Market
Fund, 0.30% for the Short-Term Bond Market Fund, 0.36% for the Intermediate Bond
Market Fund, 0.36% for the Tax-Exempt Intermediate Bond Fund, 0.30% for the Bond
IMMDEX TM Fund, 0.73% for the Balanced Growth Fund, 0.75% for the Growth and
Income Fund, 0.19% for the Equity Index Fund, 0.75% for the Growth Fund, 0.75%
for the Special Growth Fund, 0.73% for the Emerging Growth Fund, 1.50% for the
MicroCap Fund and 1.14% for the International Equity Fund.
Page 52.
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Effective January 1, 1999 the last two sentences of the first paragraph in the
"Management of the Funds - Administrative Services" section are deleted.
Effective January 1, 1999, the second paragraph of the "Management of the Funds
- - - Administrative Services" section is deleted and replaced with the following:
The Funds are expected to accrue administrative fees at 0.11% of each
Fund's respective average net assets.
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