Firstar Funds, Inc.
615 East Michigan Street
Milwaukee, WI 53201-3011
June 24, 1998
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Firstar Funds, Inc.
(1933 Act Registration No. 33-18255)
(1940 Act Registration No. 811-5380)
Ladies and Gentlemen:
On behalf of Firstar Funds, Inc. (the "Company") and pursuant to
paragraph (e) of Rule 497 of the Securities Act of 1933 (the "1933 Act"),
attached herewith for filing please find:
(1) the Supplement dated June 24, 1998 for the Prospectus dated February 1,
1998 for the Money Market Fund, U.S. Treasury Money Market Fund, U.S.
Government Money Market Fund and Tax-Exempt Money Market Fund; and
(2) the Supplement dated June 24, 1998 for the Retail Prospectus dated
February 1, 1998 for the Short-Term Bond Market Fund, Intermediate Bond
Market Fund, Tax-Exempt Intermediate Bond Fund, Bond IMMDEXTM Fund, Balanced
Growth Fund, Growth and Income Fund, Equity Index Fund, Growth Fund, Special
Growth Fund, Emerging Growth Fund, MicroCap Fund and International Equity
Fund; and
(3) the Supplement dated June 24, 1998 for the Institutional Prospectus dated
February 1, 1998 for the Institutional Money Market Fund, Short-Term Bond
Market Fund, Intermediate Bond Market Fund, Tax-Exempt Intermediate Bond Fund,
Bond IMMDEXTM Fund, Balanced Growth Fund, Growth and Income Fund, Equity Index
Fund, Growth Fund, Special Growth Fund, Emerging Growth Fund, MicroCap Fund
and International Equity Fund; and
(4) the Supplement dated June 24, 1998 for the Prospectus dated February 1,
1998 for the Balanced Income Fund;
If you should have any questions or comments regarding this filing, do not
hesitate to contact Joan O. Swirsky, Esq. at (215) 988-2601.
Very truly yours,
Firstar Funds, Inc.
by: /s/ Mary Ellen Stanek
Vice President
Firstar Funds
Money Market Fund Shares
June 24, 1998
Supplement to the Prospectus dated February 1, 1998
We are pleased to announce institutional shares of the Firstar
Funds are available through Jack White & Company and Waterhouse
Securities, Inc. Over the next several months, we hope to
offer the Funds through additional "fund supermarkets."
The prospectus is amended as follows:
Page 16
The first two sentences under the caption "Internet
Transactions" are replaced by the following:
The Funds expect to make available a service which will permit
shareowners to request purchases, exchanges and redemptions of
Fund shares after an account is opened on-line via the Internet.
Redemption requests of up to $25,000 will be accepted through
the Internet. Payment for shares purchased on-line must be made
by electronic funds transfer from your banking institution. For
further information and/or instructions to authorize this
service after it is available, call Firstar Trust Company at
1-800-228-1024.
Firstar Funds
Retail Shares
June 24, 1998
Supplement to the Prospectus dated February 1, 1998
We are pleased to announce institutional shares of the Firstar
Funds are available through Jack White & Company and Waterhouse
Securities, Inc. Over the next several months, we hope to
offer the Funds through additional "fund supermarkets."
The prospectus is amended as follows:
For the Balanced Growth Fund, the Growth and Income Fund, the
Growth Fund, the Special Growth Fund and Emerging Growth Fund,
the limitation on the percentage of assets invested outside of
the stated market capitalization ranges is eliminated by
deletion of the phrase, "not to exceed 20% at the time of
purchase," in the following sentences:
Page 23
The last sentence of the second paragraph under the caption
"Balanced Growth Fund - Investment Techniques"
Page 24
The fifth sentence of the second paragraph under the caption
"Growth and Income Fund- Investment Objective"
Page 26
The last sentence of the third paragraph under the caption
"Growth Fund- Investment Objective"
The last sentence of the third paragraph under the caption
"Special Growth Fund- Investment Objective"
Page 27
The last sentence of the third paragraph under the caption
"Emerging Growth Fund- Investment Objective"
Page 28
The second sentence of the fourth paragraph under the caption
"MicroCap Fund - Investment Objective," is replaced by the
following:
However, the Fund will not invest more than 10% of the value of
its total assets in the securities of unseasoned companies.
Page 46
The first two sentences under "Internet Transactions" are
replaced by the following:
The Funds expect to make available a service which will permit
shareowners to request purchases, exchanges and redemptions of
Fund shares after an account is opened on-line via the Internet.
Redemption requests of up to $25,000 will be accepted through
the Internet. Payment for shares purchased on-line must be made
by electronic funds transfer from your banking institution. For
further information and/or instructions to authorize this
service after it is available, call Firstar Trust Company at
1-800-228-1024.
Page 50
The last paragraph under the caption "Management of the Funds"
is replaced by the following:
Marian Zentmyer manages the Growth and Income Fund. She has
managed the Fund since February 22, 1993.
Page 51
The second paragraph under the caption "Management of the Funds"
is replaced by the following:
Marian Zentmyer and Walter Dewey co-manage the Growth Fund. Ms.
Zentmyer has managed the Fund since June 18, 1996 and Mr. Dewey
since July 7, 1997. Mr. Dewey is a Vice President and Senior
Portfolio Manager of FIRMCO. He has been with Firstar since
1986 and has thirteen years of investment management experience.
Mr. Dewey is a Chartered Financial Analyst.
Page 56
The following is inserted after the phrase "(iii) clients of
FIRMCO" in the fourth sentence of the second paragraph under the
caption "Description of Shares:"
and (iv) those purchasing through certain broker-dealers who
have agreed to provide certain services with respect to shares
of the Funds.
Firstar Funds
Institutional Shares
June 24, 1998
Supplement to the Prospectus dated February 1, 1998
We are pleased to announce institutional shares of the Firstar
Funds are available through Jack White & Company and Waterhouse
Securities, Inc. Over the next several months, we hope to
offer the Funds through additional "fund supermarkets."
The prospectus is amended as follows:
For the Balanced Growth Fund, the Growth and Income Fund, the
Growth Fund, the Special Growth Fund and the Emerging Growth
Fund, the limitation on the percentage of assets invested
outside of the stated market capitalization ranges is eliminated
by deletion of the phrase, "not to exceed 20% at the time of
purchase," in the following sentences:
Page 23
The last sentence of the second paragraph under the caption
"Balanced Growth Fund - Investment Techniques"
Page 24
The fifth sentence of the second paragraph under the caption
"Growth and Income Fund - Investment Objective"
Page 26
The last sentence of the third paragraph under the caption
"Growth Fund - Investment Objective"
The last sentence of the third paragraph under the caption
"Special Growth Fund - Investment Objective"
Page 27
The last sentence of the third paragraph under the caption
"Emerging Growth Fund - Investment Objective"
<PAGE>
Page 28
The second sentence of the fourth paragraph under the caption
"MicroCap Fund - Investment Objective," is replaced by the
following:
However, the Fund will not invest more than 10% of the value of
its total assets in the securities of unseasoned companies.
Page 40
The first three sentences of the third paragraph under the
caption "Purchase of Shares" are replaced by the following:
Institutional Shares of the Bond and Equity Funds are
exclusively sold to and held by (a) trust, agency or custodial
accounts opened through a Firstar Corporation trust department,
trust company or trust affiliate; (b) employer-sponsored
qualified retirement plans; (c) clients of FIRMCO and (d) those
purchasing through certain broker-dealers who have agreed to
provide certain services with respect to shares of the Funds,
including Jack White & Company and Waterhouse Securities, Inc.
All share purchases are effected pursuant to a customer's
account at Firstar Trust Company ("Firstar Trust") or at another
chosen institution or broker-dealer pursuant to procedures
established in connection with the requirements of the account.
Confirmations of share purchases and redemptions will be sent to
Firstar Trust or the other institution or broker-dealer
involved. Firstar Trust and the other institutions and
broker-dealers (or their nominees) (collectively referred to as
"Institutions") will normally be the holders of record of Fund
shares, and will reflect their customers' beneficial ownership
of shares in the account statements provided by them to their
customers.
Page 41
The first sentence of the fourth paragraph under the caption
"Purchase of Shares" is replaced by the following:
Institutional Shares and Shares of the Money Market Funds are
sold without a charge imposed by the Fund, although Institutions
may charge transaction or other fees for providing
administrative or other services in connection with investments
in Fund shares.
Page 42
The following is inserted after the sixth paragraph under the
caption "Purchase of Shares."
In the case of participants in certain employee benefit plans
investing in certain Funds, purchase and redemption orders will
be processed on a particular day based on whether a service
organization acting on their behalf received the order by the
close of regular trading on that day.
The Funds may authorize one or more brokers and other financial
intermediaries to accept on their behalf purchase, redemption
and exchange orders, and may authorize such brokers to designate
other intermediaries to accept purchase, redemption and exchange
orders on the Funds' behalf. In these cases, a Fund will be
deemed to have received an order when an authorized broker or
intermediary accepts the order, and customer orders will be
priced at the Fund's net asset value next computed after they
are accepted by an authorized broker or intermediary.
Authorized brokers and intermediaries will be responsible for
transmitting accepted orders to the Funds within the period
agreed upon by them. Shareowners should contact their
authorized brokers or intermediaries to learn whether they are
authorized to accept orders for Funds.
Page 43
The first two sentences under the caption "Internet
Transactions" are replaced by the following:
The Funds expect to make available a service which will permit
shareowners to request purchases, exchanges and redemptions of
Fund shares after an account is opened on-line via the Internet.
Redemption requests of up to $25,000 will be accepted through
the Internet. Payment for shares purchased on-line must be made
by electronic funds transfer from your banking institution. For
further information and/or instructions to authorize this
service after it is available, call Firstar Trust Company at
1-800-228-1024.
Page 46
The fourth paragraph under the caption "Management of the
Funds" is replaced by the following:
Marian Zentmyer manages the Growth and Income Fund. She has
managed the Fund since February 22, 1993.
The sixth paragraph under the caption "Management of the Funds"
is replaced by the following:
Marian Zentmyer and Walter Dewey co-manage the Growth Fund. Ms.
Zentmyer has managed the Fund since June 18, 1996 and Mr. Dewey
since July 7, 1997. Mr. Dewey is a Vice President and Senior
Portfolio Manager of FIRMCO. He has been with Firstar since
1986 and has thirteen years of investment management experience.
Mr. Dewey is a Chartered Financial Analyst.
Page 50
The following is inserted after the phrase "(iii) clients of
FIRMCO" in the third sentence of the second paragraph under the
caption "Description of Shares:"
and (iv) those purchasing through certain broker-dealers who
have agreed to provide certain services with respect to shares
of the Funds.
Firstar Funds
Balanced Income Fund
June 24, 1998
Supplement to the Prospectus dated February 1, 1998
We are pleased to announce institutional shares of the Firstar
Funds are available through Jack White & Company and Waterhouse
Securities, Inc. Over the next several months, we hope to
offer the Funds through additional "fund supermarkets."
The prospectus is amended as follows:
Page 5
The limitation on the percentage of assets invested outside of
the stated market capitalization range is eliminated by deletion
of the phrase, "not to exceed 20% at the time of purchase," in
the last sentence of the second paragraph under the caption
"Investment Techniques."
Page 11
The following is inserted after the phrase "(c) all clients of
FIRMCO" in the second paragraph under the caption "Purchase of
Shares:"
and (d) those purchasing through certain broker-dealers who
have agreed to provide certain services with respect to shares
of the Fund, including Jack White & Company and Waterhouse
Securities, Inc.
Page 15
The first three sentences under the caption "Purchase of Shares
- - How to Purchase Institutional Shares" are replaced by the
following:
All Institutional Share purchases are effected pursuant to a
customer's account at Firstar Trust Company ("Firstar Trust") or
at another chosen institution or broker-dealer pursuant to
procedures established in connection with the requirements of
the account. Confirmations of share purchases and redemptions
will be sent to Firstar Trust or the other institution or
broker-dealer involved. Firstar Trust and the other
institutions and broker-dealers (or their nominees)
(collectively referred to as "Institutions") will normally be
the holders of record of Fund shares, and will reflect their
customers' beneficial ownership of shares in the account
statements provided by them to their customers.
The second paragraph under the caption "Purchase of Shares -
How to Purchase Institutional Shares" is replaced by the
following:
Institutional Shares are sold without a charge imposed by the
Fund, although Institutions may charge transaction or other fees
for providing administrative or other services in connection
with investments in Fund shares.
Page 16
The following is inserted after the fourth paragraph under the
caption "Purchase of Shares -How to Purchase Institutional
Shares:"
In the case of participants in certain employee benefit plans
investing in the Fund, purchase and redemption orders will be
processed on a particular day based on whether a service
organization acting on their behalf received the order by the
close of regular trading on that day.
The Fund may authorize one or more brokers and other financial
intermediaries to accept on its behalf purchase, redemption and
exchange orders, and may authorize such brokers to designate
other intermediaries to accept purchase, redemption and exchange
orders on the Fund's behalf. In these cases, the Fund will be
deemed to have received an order when an authorized broker or
intermediary accepts the order, and customer orders will be
priced at the Fund's net asset value next computed after they
are accepted by an authorized broker or intermediary.
Authorized brokers and intermediaries will be responsible for
transmitting accepted orders to the Fund within the period
agreed upon by them. Shareowners should contact their
authorized brokers or intermediaries to learn whether they are
authorized to accept orders for the Fund.
Page 19
The first two sentences under Internet Transactions are deleted
and replaced with the following:
The Fund expects to make available a service which will permit
shareowners to request purchases, exchanges and redemptions of
Fund shares after an account is opened on-line via the Internet.
Redemption requests of up to $25,000 will be accepted through
the Internet. Payment for shares purchased on-line must be made
by electronic funds transfer from your banking institution. For
further information and/or instructions to authorize this
service after it is available, call Firstar Trust Company at
1-800-228-1024.
Page 25
The following is inserted after the phrase "(iii) clients of the
Adviser" in the fifth sentence of the second paragraph under the
caption "Description of Shares:"
and (iv) shareowners purchasing through certain broker-dealers
who have agreed to provide certain services with respect to
shares of the Fund.
