FIRSTAR FUNDS INC
497, 2000-11-02
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                               FIRSTAR FUNDS, INC.

Supplement dated November 2, 2000 to the Prospectus for Firstar Funds, Inc.
dated March 1, 2000

On September 1, 2000, Glenmede Advisers,  Inc., a wholly-owned subsidiary of The
Glenmede Trust Company, became sub-adviser to the Core International Equity Fund
of Firstar  Funds,  Inc.  Accordingly,  the following  revisions are made to the
prospectus effective as of the date of this supplement:

PAGE 57
The first sentence in the first paragraph  under  "Principal Investment
Strategies" is revised as follows:

Glenmede Advisers,  Inc. (the  "Sub-Adviser" or "Glenmede")  attempts to achieve
the Fund's objective by investing primarily in common stocks and other equity
securities of companies located outside the United States.

PAGE 87
The first three sentences in the fifth  paragraph under "Advisory  Services" are
replaced with the following two sentences:

The Adviser has retained Glenmede  Advisers,  Inc. as Sub-Adviser for the Core
International  Equity  Fund. Glenmede's  principal  offices are at One Liberty
Place,  1650  Market  Street,  Suite  1200,   Philadelphia, Pennsylvania 19103.

PAGE 90
The first sentence in the first paragraph under "Glenmede's  Prior  Performance"
is revised as follows:

The Core International Equity Fund is managed by Andrew B. Williams of Glenmede
Advisers, Inc.

The  following  sentence is added as the last  sentence  in the third  paragraph
under "Glenmede's Prior Performance":

Prior to September 1, 2000,  The Glenmede  Trust Company was  sub-adviser to the
Core International Equity Fund.

                                     * * * *

At the June 16, 2000 meeting of the Board of Directors  of Firstar  Funds,  Inc.
(the  "Company"),  the Board approved the  reorganization  of the  International
Equity Portfolio of Mercantile Mutual Funds, Inc. (the "Mercantile International
Portfolio)  into  the  Core  International  Equity  Fund  of  the  Company  (the
"Reorganization"), subject to the approval of the shareholders of the Mercantile
International Portfolio. In connection with the Reorganization,  the Company and
Firstar  Investment   Research  and  Management  Company  LLC  ("FIRMCO"),   the
investment  adviser for both the Firstar  International  Fund and the Mercantile
International  Portfolio,  intend to enter  into a new  Investment  Sub-Advisory
Agreement  (the "New  Sub-Advisory  Agreement")  with Clay Finlay,  Inc.  ("Clay
Finlay").  Clay  Finlay  currently  serves  as  investment  sub-adviser  to  the
Mercantile  International Portfolio and would replace Glenmede as sub-adviser to
the Core International Equity Fund. The hiring of Clay Finlay is contingent upon
approval  of the New  Sub-Advisory  Agreement  by the  shareholders  of the Core
International Equity Fund at a meeting scheduled to be held on November 8, 2000.

In connection with the change in sub-adviser, the Core International Equity Fund
will make certain investment policy changes. Currently, the Fund diversifies its
investments across companies located in a number of foreign countries, which may
include,  but are not limited to: Japan,  the United Kingdom,  Germany,  France,
Switzerland,  the Netherlands,  Sweden,  Australia, Hong Kong and Singapore. The
Fund  invests  at least 65% of its total  assets in  securities,  such as equity
securities, securities convertible into equity securities, and debt of companies
based in at least three different countries other than the United States.  Under
the revised investment policies, during normal market conditions,  the Fund will
invest substantially all (at least 80%) of its total assets in the securities of
companies that derive more than 50% of their gross  revenues  outside the United
States or have more than 50% of their assets  outside the United  States.  Under
normal  market  conditions,  the Fund will invest in equity  securities  from at
least  three  foreign  countries.  Generally,  at least 50% of the Fund's  total
assets  will be  invested  in  securities  of  companies  located  either in the
developed countries of Western Europe or in Japan. The Fund will also be able to
invest  in other  developed  countries  in the Far East  and in  countries  with
emerging markets or economies.

During the period November 2, 2000 through the date of the Reorganization, which
is  expected  to be  November  27,  2000,  FIRMCO  and  Glenmede  will  begin to
transition the investment portfolio of the Core International Equity Fund to the
management  style  practiced  by Clay Finlay,  which is  described  below in the
second paragraph under the revised PRINCIPAL INVESTMENT STRATEGIES section.

Effective as of the date of the  Reorganization,  the  Prospectus  is amended as
follows:

The name of the Core  International  Equity Fund is changed to the International
Growth Fund wherever the name appears  throughout  the  Prospectus.  The changes
effected below refer to the Fund's new name, the International Growth Fund.

PAGE 57
Replace the OBJECTIVE section with the following:
The investment  objective of the International Growth Fund is to provide capital
growth consistent with reasonable  investment risk. The investment objective may
be changed by the Board of Directors without approval of shareholders,  although
no change is currently anticipated.

Replace the PRINCIPAL INVESTMENT STRATEGIES section with the following:
The Fund  invests  primarily  in foreign  common  stocks,  most of which will be
denominated in foreign  currencies.  During normal market  conditions,  the Fund
will  invest  substantially  all (at  least  80%)  of its  total  assets  in the
securities  of  companies  that  derive  more than 50% of their  gross  revenues
outside  the United  States or have more than 50% of their  assets  outside  the
United  States.  Under  normal  market  conditions,  the Fund  invests in equity
securities from at least three foreign countries. Generally, at least 50% of the
Fund's total assets will be invested in securities of companies  located  either
in the  developed  countries  of Western  Europe or in Japan.  The Fund also may
invest  in other  developed  countries  in the Far East  and in  countries  with
emerging markets or economies.

By investing  in various  foreign  stocks,  the Fund  attempts to achieve  broad
diversification and to take advantage of differences between economic trends and
the  performance  of  securities  markets in  different  countries,  regions and
geographic areas. In selecting stocks, Clay Finlay,  Inc., the Fund's investment
sub-adviser  ("Sub-Adviser"),  determines  which  companies  represent  the best
values  relative to their long-term  growth  prospects and local markets through
the use of a screening tool which focuses on valuation  ranges.  The Sub-Adviser
focuses on companies with steady, sustainable earnings growth rates that sell at
a multiple lower than the average for that growth rate in the local market.  The
Sub-Adviser also uses fundamental analysis by evaluating balance sheets,  market
share and strength of management.

PAGE 58
Replace the PRINCIPAL RISKS section with the following:
The following principal  investment risks are described in more detail under the
heading  "Types of Investment  Risk." Some  additional  risks which apply to the
Fund are also described under that heading.

The Fund may be  suitable  for you only if you are  prepared  to invest  for the
long-term and are not seeking to speculate on short-term  stock  movements.  The
Fund's value is expected to be volatile as a result of its investment in foreign
securities.

The Fund is subject to MARKET RISK and MANAGEMENT RISK.  MARKET RISK is the risk
that the value of the  securities in which the Fund invests may go up or down in
response to the  prospects  of  individual  companies  and/or  general  economic
conditions.  MANAGEMENT  RISK is the risk that the  evaluation by the investment
adviser of the rewards and risks  presented by all  securities  purchased by the
Fund and how they  advance  the  Fund's  investment  objectives  may prove to be
inaccurate.  The Fund's investments in foreign securities are subject to FOREIGN
RISK.  Foreign stocks involve  special risks not typically  associated with U.S.
stocks.  The stocks held by the Fund may underperform other types of stocks, and
they may not  increase  or may  decline  in value.  Foreign  investments  may be
riskier  than U.S.  investments  because of factors  such as foreign  government
restrictions,   changes  in  currency  exchange  rates,   incomplete   financial
information  about  the  issuers  of  securities,   and  political  or  economic
instability.  Foreign  stocks may be more  volatile  and less  liquid  than U.S.
stocks.  Foreign risks will normally be greatest when the Fund invests in issues
located in  emerging  countries.  The  governments  and  economies  of  emerging
countries  feature greater  instability than those of more developed  countries.
Such  investments  tend to  fluctuate in price more widely and to be less liquid
than other foreign investments.  The Fund is also subject to CURRENCY RISK which
is the  potential  for price  fluctuations  in the dollar  value of the  foreign
securities which the Fund holds because of changing currency exchange rates.

An  investment  in the Fund is not a deposit of Firstar  Bank,  N.A.  and is not
insured or guaranteed by the Federal Deposit Insurance  Corporation or any other
government  agency. An investment in the Fund involves risk,  including the risk
of losing money.

PAGE 87
Replace the fifth paragraph with the following:
Clay  Finlay Inc.  ("Clay  Finlay"),  an  experienced  international  investment
manager,  serves as sub-adviser to the  International  Growth Fund.  Clay Finlay
manages the Fund under the guidance and direction of FIRMCO and according to its
sub-advisory  agreement  with the  Company  and  FIRMCO.  Founded in 1982,  Clay
Finlay, a registered  investment adviser, is a wholly owned subsidiary of United
Asset Management  Corporation ("UAM"), a financial services holding company, and
an indirect  subsidiary of UAM's parent, Old Mutual plc, a United  Kingdom-based
asset management,  banking and general  insurance firm. Clay Finlay's  principal
office is located at 200 Park Avenue, 56th Floor, New York, NY 10166.

PAGE 89
Replace the last paragraph with the following:
Frances  Dakers,  a principal and senior  portfolio  manager of Clay Finlay,  is
responsible for the management of the International  Growth Fund. Ms. Dakers has
been  with  Clay  Finlay  since  January  1982 and has  managed  the  Mercantile
International Portfolio since it began operations in 1994.

PAGES 90 AND 91
Delete the sections entitled Glenmede's Prior Performance and Glenmede Fund
Performance



                               FIRSTAR FUNDS, INC.

Supplement  dated  November 2, 2000 to the Statement of  Additional  Information
dated March 1, 2000, as revised March 17, 2000, for the  Short-Term  Bond Market
Fund,   Intermediate   Bond  Market  Fund,  Bond  IMMDEX(TM)  Fund,   Tax-Exempt
Intermediate Bond Fund,  Balanced Income Fund,  Balanced Growth Fund, Growth and
Income Fund, Equity Index Fund,  Growth Fund,  Special Growth Fund, MidCap Index
Fund,  Emerging Growth Fund,  MicroCap Fund, Core International  Equity Fund and
International Equity Fund

On September 1, 2000, Glenmede Advisers,  Inc., a wholly-owned subsidiary of The
Glenmede Trust Company,  became  sub-adviser  to the Core  International  Equity
Fund.  Accordingly,  the  following  revisions  are  made  to the  statement  of
additional information effective as of the date of this supplement:

PAGE 4
The third sentence in the first paragraph under "Portfolio Transactions" on page
4 is revised as follows:

Pursuant to the terms of the Adviser's  Advisory  Agreements with the Funds, the
Adviser has delegated certain of its duties to Hansberger Global Investors, Inc.
("HGI")  and  Glenmede  Advisers,   Inc.  ("Glenmede")  (HGI  and  Glenmede  are
collectively referred to as the "Sub-Advisers").

PAGE 61
The second  sentence in the third  paragraph is replaced  with the following two
sentences:

The Adviser has appointed  Hansberger  Global Investors,  Inc. as Sub-Adviser to
the International  Equity Fund and Glenmede  Advisers,  Inc. as Sub-Adviser  to
the Core  International  Equity Fund.  Prior to September 1, 2000, The
Glenmede Trust Company, an affiliate of Glenmede Advisers,  Inc., was
sub-adviser to the Core International  Equity Fund.

PAGE 62
The first sentence in the first full paragraph is revised as follows:
The Core International Equity Fund receives sub-advisory services from Glenmede
Advisers, Inc. ("Glenmede").

                                     * * * *


As  described  in a  supplement  dated  November 2, 2000 to the  Prospectus  for
Firstar Funds, Inc. (the "Prospectus  Supplement"),  following reorganization of
the  International  Equity  Portfolio of  Mercantile  Mutual  Funds,  Inc.  (the
"Mercantile  Portfolio")  into the Core  International  Equity  Fund of  Firstar
Funds,  Inc.  (the  "Reorganization"),  which is  contingent  upon  approval  by
shareholders of the Mercantile Portfolio,  it is expected that Clay Finlay, Inc.
will replace Glenmede  Advisers,  Inc. as sub-adviser to the Core  International
Equity  Fund.   The  change  in  sub-adviser  is  subject  to  the  approval  by
shareholders  of  the  Core  International  Equity  Fund  of  a  new  investment
sub-advisory agreement.  If the new sub-advisory agreement is approved,  certain
investment  policies  of the Core  International  Equity Fund will be changed to
accommodate Clay Finlay, Inc.'s investment management practices. This supplement
to the Statement of Additional  Information  includes information not covered by
the Prospectus or Prospectus Supplement.

Effective  as of the date of the  Reorganization,  which is expected to occur on
November  27,  2000,  the  Statement  of  Additional  Information  is amended as
follows:

The name of the Core  International  Equity Fund is changed to the International
Growth Fund  wherever the name appears  throughout  the  Statement of Additional
Information.  The  changes  effected  below  refer to the Fund's  new name,  the
International Growth Fund.

The names Glenmede Advisers,  Inc. and Glenmede are changed to Clay Finlay, Inc.
and Clay  Finlay,  respectively,  in (1) the first  paragraph on page 4, (2) the
last  paragraph  on page 5, (3) the last full  paragraph on page 61, and (4) the
first full paragraph on page 62.

PAGE 9
The following is inserted after the second sentence of the last paragraph:

The  International  Growth  Fund  may  invest a  portion  of its  assets  in the
obligations  of foreign  banks and  foreign  branches of  domestic  banks.  Such
obligations  may include:  Eurodollar  Certificates  of Deposit,  which are U.S.
dollar-denominated  certificates  of deposit  issued by  offices of foreign  and
domestic  banks  located  outside the United  States;  Eurodollar  Time Deposits
("ETDs"),  which are U.S.  dollar-denominated  deposits in a foreign branch of a
U.S. bank or a foreign bank;  Canadian Time Deposits,  which are essentially the
same as ETDs except they are issued by Canadian offices of major Canadian banks;
Schedule Bs,  which are  obligations  issued by Canadian  branches of foreign or
domestic   banks;   Yankee    Certificates   of   Deposit,    which   are   U.S.
dollar-denominated  certificates of deposit issued by a U.S. branch of a foreign
bank and held in the United States; and Yankee Bankers'  Acceptances,  which are
U.S.  dollar-denominated  bankers'  acceptances  issued  by a U.S.  branch  of a
foreign bank and held in the United States.

PAGE 15
The last sentence is changed to read as follows:

Furthermore,  because each of the  International  Equity Fund and  International
Growth Fund will invest substantially all (and, in any event, at least 65%, with
respect to the International  Equity Fund, and at least 80%, with respect to the
International  Growth  Fund)  of  the  value  of its  total  assets  in  foreign
securities,   the  net  asset  values  of  the  International  Equity  Fund  and
International Growth Fund are expected to be volatile.

PAGE 22
The following  is added  after the third  paragraph  of the  section  captioned
Emerging Market Countries:

         VARIABLE AND FLOATING RATE INSTRUMENTS.  The International  Growth Fund
may purchase variable and floating rate obligations.  The Adviser or Sub-Adviser
will consider the earning power,  cash flows and other  liquidity  ratios of the
issuers and guarantors of such  obligations  and, for  obligations  subject to a
demand feature,  will monitor their financial  status to meet payment on demand.
The Fund will invest in such  instruments  only when the Adviser or  Sub-Adviser
believes that any risk of loss due to issuer default is minimal.

         STANDARD AND POOR'S DEPOSITORY  RECEIPTS,  STANDARD & POOR'S MIDCAP 400
DEPOSITORY RECEIPTS AND THE DOW INDUSTRIALS  DIAMONDS.  The International Growth
Fund may invest in Standard & Poor's Depository Receipts  ("SPDRs"),  Standard &
Poor's MidCap 400 Depository  Receipts  ("MidCap SPDRs") and The Dow Industrials
DIAMONDS ("DIAMONDS").  SPDRs represent ownership in the SPDR Trust, a long-term
unit investment  trust which holds a portfolio of common stocks that is intended
to track the  performance and dividend yield of the Standard & Poor's 500 Index.
MidCap  SPDRs  represent  ownership in the MidCap SPDR Trust,  a long-term  unit
investment  trust which holds a portfolio  of common  stocks that is intended to
track the  performance  and dividend  yield of the Standard & Poor's  MidCap 400
Index.  DIAMONDS  represent  ownership in the DIAMONDS  Trust,  a long-term unit
investment  trust which holds a portfolio  of common  stocks that is intended to
track the performance  and yield of the Dow Jones  Industrial  Average.  Because
investments in SPDRs,  MidCap SPDRs and DIAMONDS  represent  investments in unit
investment trusts,  such investments are subject to the Investment Company Act's
limitations on investments in other investment companies.

PAGE 33
The first two sentences  following the caption  OPTIONS  TRADING are deleted and
replaced with the following:

The Bond Funds,  Balanced  Funds and Equity Funds may purchase put and (with the
exception of the Tax-Exempt Intermediate Bond Fund) call options. Except for the
International  Equity Fund and International  Growth Fund, option purchases by a
Fund will not exceed 5% of its net  assets.  The  International  Equity Fund may
purchase put and call options without limit. The  International  Growth Fund may
purchase put and call options in an amount not  exceeding  10% of the Fund's net
assets at the time of purchase.  The  International  Growth Fund will not invest
more than 5% of its  total  assets  in  initial  margin  deposits  and  premiums
(including,  without  limitation,  puts,  calls,  straddles and spreads) and any
combination  thereof.  The International  Growth Fund may also write secured put
options.

PAGE 34
The  thirteenth  sentence  of the first  full  paragraph  is  changed to read as
follows:
The aggregate  value of the Fund's assets subject to covered  options written by
the Taxable Bond Fund,  Balanced Income Fund,  Balanced Growth Fund,  Growth and
Income  Fund,  Equity  Index  Fund,   MidCap  Index  Fund,   MicroCap  Fund  and
International  Growth Fund will not exceed 5%, 5%, 25%, 5%, 5%, 5%, 5%, and 25%,
respectively, of the value of its net assets during the current year.

PAGE 36
Following the carryover paragraph from page 35, insert the following:

         FOREIGN CURRENCY OPTIONS.  The  International  Growth Fund may purchase
foreign currency put options on U.S. Exchanges or U.S. over-the-counter markets.
(See "Options  Trading" above for a discussion of options trading.) A put option
gives the Fund,  upon payment of a premium,  the right to sell a currency at the
exercise  price until the  expiration of the option and serves to insure against
adverse currency price movements in the underlying  portfolio assets denominated
in that currency.  Exchange  listed options markets in the United States include
seven major  currencies,  and trading may be thin and illiquid.  The seven major
currencies are Australian  dollars,  British pounds,  Canadian  dollars,  German
marks, French francs, Japanese yen, and Swiss francs.

         UNLISTED CURRENCY OPTIONS.  The International  Growth Fund may purchase
unlisted  currency  options.  A number of major  investment firms trade unlisted
options which are more flexible  than  exchange  listed  options with respect to
strike price and maturity date. These unlisted options generally are less liquid
than listed options and involve the credit risk  associated  with the individual
issuer. They will be deemed to be illiquid for purposes of the Fund's limitation
on investments in illiquid securities.

         WRITING  FOREIGN  CURRENCY CALL OPTIONS.  A call option  written by the
International  Growth Fund gives the purchaser,  upon payment of a premium,  the
right to  purchase  from the Fund a currency  at the  exercise  price  until the
expiration of the option.

Following the second  sentence in the first  paragraph of the section  captioned
"Futures Contracts and Related Options," the following sentence is added:

The  International  Growth  Fund may also  invest  in other  types of  financial
futures contracts (such as foreign currency contracts),  as well as any index or
foreign  market  futures  (such as  stock or bond  index  futures  contracts  or
interest rate futures or options) which are available in recognized exchanges or
in other established financial markets.

PAGE 39
In the third full paragraph, the International Growth Fund is added to the Funds
that may hold convertible securities.

PAGE 40
In the second  full  paragraph,  the  International  Growth Fund is added to the
Funds that may purchase warrants and similar rights.

The last two sentences of the third full paragraph are deleted and replaced with
the following:

This 5% limit  includes  warrants  that are not  listed on any  stock  exchange.
Warrants not listed on any stock exchange are limited to 2% of the International
Equity  Fund's net assets.  Warrants  not listed on the New York,  American,  or
Canadian Stock  Exchanges are limited to 2% of the  International  Growth Fund's
net assets.  Warrants acquired by the International Equity Fund or International
Growth Fund in units or attached to securities are not subject to these limits.

Page 41
The following sentence is added at the end of the third full paragraph:
However,  while it is permitted to do so, the International Growth Fund will not
normally  invest in securities of issuers  having a record,  together with their
predecessors, of less than three years of continuous operations




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