<PAGE>
FIRST FUNDS
SUPPLEMENT DATED APRIL 7, 1997
GROWTH & INCOME PORTFOLIO
BOND PORTFOLIO
The following information supersedes any contrary information contained
in the Prospectus dated October 25, 1996.
At its meeting held February 26, 1997 the Board of Trustees of First Funds
elected Jeremy O. May as Treasurer of the Trust.
<PAGE>
FIRST FUNDS
SUPPLEMENT DATED APRIL 7, 1997
U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. GOVERNMENT MONEY MARKET PORTFOLIO
MUNICIPAL MONEY MARKET PORTFOLIO
CASH RESERVES PORTFOLIO
The following information supersedes any contrary information contained
in the Prospectus dated October 25, 1996.
At its meeting held February 26, 1997 the Board of Trustees of First Funds
elected Jeremy O. May as Treasurer of the Trust.
<PAGE>
FIRST FUNDS TENNESSEE TAX-FREE PORTFOLIO
Supplement Dated April 7, 1997
The following information supersedes any contrary information contained in
the section entitled "SUMMARY OF PORTFOLIO EXPENSES" in the prospectus dated
October 25, 1996 of the First Funds Tennessee Tax-Free Portfolio (the
Portfolio):
Through March 31, 1997, ALPS has voluntarily agreed to waive its
administration fee and assume all expenses of the Portfolio in order to
maintain an expense ratio of 0.00% for all Classes of the Portfolio.
Effective April 1, 1997, ALPS will begin to phase out its assumption of
Portfolio expenses. The reimbursement of non-12b-1 expenses for each Class of
the Portfolio will be reduced by 0.15% as of April 1, 1997 and will be
further reduced by 0.10% on the first business day of each month thereafter
until July 1, 1997 when all remaining reimbursements by ALPS (totalling 0.47%
for each Class) will be discontinued.
For Class III, the reimbursement of 12b-1 fees by ALPS will be decreased
by 0.125% April 1, 1997, by 0.05% on the first business day of May and
June, 1997 and by 0.025% as of July 1, 1997. Thereafter, 12-1 fees for Class
III will be voluntarily maintained at 0.25% by ALPS. There is no assurance
that 12b-1 fees will be maintained at 0.25% in the future.
Additionally, effective April 1, 1997, ALPS will be paid 0.05% of its
total administration fee of 0.15%. ALPS will continue to voluntarily waive
0.10% of its contractual fee but there is no assurance that this fee waiver
will continue in the future.
Since the Fund's inception, First Tennessee Bank National Association
(First Tennessee), as Investment Adviser, has voluntarily agreed to waive its
entire investment advisory and co-administration fees. Effective April 1,
1997, First Tennessee will eliminate its waiver of co-administration fees
which amount to 0.05%. There is no guarantee that the waiver of its
investment advisory fees will continue. Once all of the waivers and
reimbursements by ALPS and First Tennessee described above are effected, the
Annual Portfolio Operating Expenses, based upon the Portfolio's expenses for
the fiscal year ended June 30, 1996, would be as follows:
ANNUAL PORTFOLIO OPERATING EXPENSES:
(as a percentage of average net assets) CLASS I CLASS II CLASS III
------- -------- ---------
Management Fees* .00% .00% .00%
12b-1 Fees* .00% .00% .25%
Shareholder Servicing Fees .00% .00% .00%
Other Expenses* .82% .82% .82%
---- ---- ----
Total Portfolio Operating Expenses* .82% .82% 1.07%
---- ---- ----
---- ---- ----
*Net of expense waivers
If all waivers and assumption of expenses by First Tennessee and ALPS were
eliminated, Management Fees would be .50% of average net assets for each Class
and 12b-1 Fees would be .75% of average net assets for Class III. Annual
Portfolio Operating Expenses in this event would be as follows:
CLASS I CLASS II CLASS III
------- -------- ---------
Management Fees .50% .50% .50%
12b-1 Fees .00% .00% .75%
Other Expenses .92% .92% .92%
----- ----- -----
Total Portfolio Operating Expenses 1.42% 1.42% 2.17%
----- ----- -----
----- ----- -----
Based on the Annual Portfolio Operating Expenses set forth in the first table
above, the Example on page 4 of the prospectus would read as follows:
CLASS I CLASS II CLASS III
------- -------- ---------
1 year $8 $46* $10
3 years $26 $63* $34
5 years $46 $82* $59
10 years $102 $135* $131
*Reflects imposition of the maximum sales charge at the beginning of the period.
- --------------------------------------------------------------------------------
In addition, its meeting held February 26, 1997 the Board of Trustees of
First Funds elected Jeremy O. May as Treasurer of the Trust.
<PAGE>
FIRST FUNDS
SUPPLEMENT DATED APRIL 7, 1997
GROWTH & INCOME PORTFOLIO
BOND PORTFOLIO
The following information supersedes any contrary information contained
in the Statement of Additional Information dated October 25, 1996.
The following information shall be inserted in lieu of the section under
"TRUSTEES AND OFFICERS - Mark A. Pougnet, Treasurer" on page 14 of the Statement
of Additional Information.
Jeremy O. May, Treasurer, is a Fund Controller at ALPS Mutual Funds Services,
Inc. (ALPS), the Administrator and Distributor. Prior to joining ALPS, Mr. May
was an auditor with Deloitte and Touch LLP in their Denver Office.
<PAGE>
FIRST FUNDS
SUPPLEMENT DATED APRIL 7, 1997
TENNESSEE TAX-FREE PORTFOLIO
The following information supercedes any contrary information contained
in the Statement of Additional Information dated October 25, 1996.
The following information shall be inserted in lieu of the section under
"TRUSTEES AND OFFICERS - Mark A. Pougnet, Treasurer" on page 14 of the Statement
of Additional Information.
Jeremy O. May, Treasurer, is a Fund Controller at ALPS Mutual Funds Services,
Inc. (ALPS), the Administrator and Distributor. Prior to joining ALPS, Mr. May
was an auditor with Deloitte and Touch LLP in their Denver Office.
<PAGE>
FIRST FUNDS
SUPPLEMENT DATED APRIL 7, 1997
U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. GOVERNMENT MONEY MARKET PORTFOLIO
MUNICIPAL MONEY MARKET PORTFOLIO
CASH RESERVES PORTFOLIO
The following information supersedes any contrary information contained
in the Statement of Additional Information dated October 25, 1996
The following information shall be inserted in lieu of the section under
"TRUSTEES AND OFFICERS - Mark A. Pougnet, Treasurer" on page 14 of the Statement
of Additional Information.
Jeremy O. May, Treasurer, is a Fund Controller at ALPS Mutual Funds Services,
Inc. (ALPS), the Administrator and Distributor. Prior to joining ALPS, Mr. May
was an auditor with Deloitte and Touch LLP in their Denver Office.
