To the Board of Directors of
Firstar Funds, Inc.
We have examined management's assertion about Firstar Funds, Inc.'s (the
"Company") compliance with the requirements of subsections (b) and (c) of
Rule 17f-2 under the Investment Company Act of 1940 ("the Act") as of
October 31, 1998 included in the accompanying Management Statement Regarding
Compliance with Certain Provisions of the Investment Company Act of 1940.
Management is responsible for the Company's compliance with those requirements.
Our responsibility is to express an opinion on management's assertion about
the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and accordingly included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. Included among our procedures were the following tests
performed as of October 31, 1998, and for the period from June 26, 1998 through
October 31, 1998 with respect to agreement of purchases and sales of securities
and similar investments:
Count and inspection of all securities and similar investments located in the
vault of Firstar Bank Milwaukee, N.A. in Milwaukee, Wisconsin;
Confirmation of all securities and similar investments held by the following
institutions in book entry form: the Federal Reserve Bank of Chicago and the
Depository Trust Company;
Confirmation of all securities and similar investments held by the following
subcustodians: Bankers Trust Company and Chase Manhattan Bank;
Confirmation of all securities and similar investments held by outside brokers
and other third parties;
Reconciliation of count, inspection and confirmation results as to all such
securities and similar investments to the books of the Company; and
Agreement of 5 investment purchases and 5 investment sales since our last
examination from the books and records of the Company to trade confirmations.
We believe that our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination on the Company's
compliance with specified requirements.
In our opinion, management's assertion that Firstar Funds, Inc. was in
compliance with the above mentioned provisions of Rule 17f-2 of the
Investment Company Act of 1940 as of October 31, 1998 is fairly stated, in
all material respects.
This report is intended solely for the information and use of management of
Firstar Funds, Inc. and Securities and Exchange Commission and should not be
used for any other purpose.
PricewaterhouseCoopers LLP
November 30, 1998
Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
We, as members of management of Firstar Funds, Inc. (the
"Company"), are responsible for complying with the requirements
of subsections (b) and (c) of Rule 17f-2, "Custody of
Investments by Registered Management Investment Companies," of
the Investment Company Act of 1940. We are also responsible for
establishing and maintaining an effective internal control
structure over compliance with those requirements. We have
performed an evaluation of the Company's compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 as of October
30, 1998.
Based on this evaluation, we assert that the Company was in
compliance with those provisions of Rule 17f-2 of the Investment
Company Act of 1940 as of October 30, 1998 with respect to
securities and similar investments reflected in the investment
account of the Company.
Firstar Funds, Inc.
By:
/s/ Steven R. Parish
Steven R. Parish
President and Treasurer
/s/ Mary Ellen Stanek
Mary Ellen Stanek
Vice President
