Firstar Funds, Inc.
Money Market Fund
Institutional Money Market Fund
U.S. Treasury Money Market Fund
U.S. Government Money Market Fund
Tax-Exempt Money Market Fund
Short-Term Bond Market Fund
Intermediate Bond Market Fund
Tax-Exempt Intermediate Bond Fund
Bond IMMDEXTM Fund
Balanced Income Fund
Balanced Growth Fund
Growth and Income Fund
Equity Index Fund
Growth Fund
Special Growth Fund
Emerging Growth Fund
MicroCap Fund
International Equity Fund
October 12, 1999
Supplement to the Prospectus dated March 1, 1999 (as supplemented May 24, 1999)
Page 2
Footnote number 3 under the heading "Annual Fund Operating Expenses" is replaced
with the following:
3 "Other Expenses" includes administrative fees, transfer agency fees and all
other ordinary operating expenses of the Fund not listed above. Each of the
Money Market Fund and Institutional Money Market Fund has a Shareowner Service
Plan permitting each to pay Shareholder Servicing fees to institutions
(described below under the heading "Management of the Funds - Shareowner
Organizations") equal to up to 0.25% of the Fund's average daily net assets. The
Money Market Fund and Institutional Money Market Fund do not intend to pay
Shareowner Servicing fees for the current fiscal year, and "Other Expenses" does
not reflect such fees. The administrator of the Funds has voluntarily agreed
that a portion of the administration fee will not be imposed on the
Institutional Money Market Fund during the current fiscal year. As a result of
the fee waiver, "Other Expenses" of the Institutional Money Market Fund are
estimated to be 0.10%. This waiver is expected to remain in effect for the
current fiscal year. However, it is voluntary and can be modified or terminated
at any time without the Fund's consent.
Page 84
The parenthetical "(other than Institutional Money Market Fund)" is deleted from
the heading "Shareowner Organizations - Retail A and B Shares; Money Market
Funds."
The first sentence under that heading is replaced by the following:
The Funds (other than the Institutional Money Market Fund) have adopted
distribution and service plans for the Retail A and Retail B Shares.
2
Firstar Funds, Inc.
Money Market Fund
Institutional Money Market Fund
U.S. Treasury Money Market Fund
U.S. Government Money Market Fund
Tax-Exempt Money Market Fund
October 12, 1999
Supplement to the Statement of Additional Information
dated March 1, 1999
The heading and the first two paragraphs under the heading regarding Shareholder
Organizations is replaced by the following:
Page 27
Shareowner Organizations
As stated in the Funds' Prospectus, the Funds intend to enter into
agreements from time to time with Shareowner Organizations providing for support
and/or distribution services to customers of the Shareowner Organizations who
are the beneficial owners of Fund shares. Under the agreements, the Funds may
pay Shareowner Organizations up to 0.25% (on an annualized basis) of the average
daily net asset value of the shares beneficially owned by their customers.
Support services provided by Shareowner Organizations under their Service
Agreements or Distribution and Service Agreements may include: (i) processing
dividend and distribution payments from a Fund; (ii) providing information
periodically to customers showing their share positions; (iii) arranging for
bank wires; (iv) responding to customer inquiries; (v) providing sub-accounting
with respect to shares beneficially owned by customers or the information
necessary for sub-accounting; (vi) forwarding shareowner communications; (vii)
assisting in processing share purchase, exchange and redemption requests from
customers; (viii) assisting customers in changing dividend options, account
designations and addresses; and (ix) other similar services requested by the
Funds. In addition, under the Distribution and Service Plan (not available for
the Institutional Money Market Fund), Shareowner Organizations may provide
assistance (such as the forwarding of sales literature and advertising to their
customers) in connection with the distribution of Fund shares.
The Funds' arrangements with Shareowner Organizations under the
agreements are governed by two Plans (a Service Plan and, for Funds other than
the Institutional Money Market Fund, a Distribution and Service Plan), which
have been adopted by the Board of Directors. Because the Distribution and
Service Plan contemplates the provision of services related to the distribution
of Fund shares (in addition to support services), that Plan has been adopted in
accordance with Rule 12b-1 under the 1940 Act. In accordance with the Plans, the
Board of Directors reviews, at least quarterly, a written report of the amounts
expended in connection with the Funds' arrangements under the Plans and the
purposes for which the expenditures were made. In addition, the arrangements
must be approved annually by a majority of the Directors, including a majority
of the Directors who are not "interested persons" of the Funds as defined in the
1940 Act and have no direct or indirect financial interest in such arrangements
(the "Disinterested Directors").
