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FIRST FUNDS
GROWTH & INCOME PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
TENNESSEE TAX-FREE PORTFOLIO
INTERMEDIATE BOND PORTFOLIO
BOND PORTFOLIO
SUPPLEMENT DATED DECEMBER 17, 1999
TO THE OCTOBER 28, 1999 PROSPECTUSES
This supplement provides new information beyond that
contained in the prospectus, and should be read
in conjunction with such prospectus.
First Tennessee Bank National Association ("First Tennessee") is currently
waiving all or a portion of its investment management fee for the First Funds
Portfolios referenced above. First Tennessee has proposed to lower or eliminate
its voluntary fee waiver for each of these Portfolios as listed on the chart
below. The chart illustrates the current investment management fees after
waivers for these Portfolios, and the investment management fees after waivers,
based on the proposed waiver reduction. The waiver reduction will be effective
as of January 3, 2000.
<TABLE>
<CAPTION>
Investment Management Fees After Waivers*
-----------------------------------------
Portfolio Current After Waiver Reduction
- --------- ------- -----------------------
<S> <C> <C>
Growth & Income Portfolio .50% .65%
Capital Appreciation Portfolio .00% .15%
Tennessee Tax-Free Portfolio .00% .30%
Intermediate Bond Portfolio .00% .30%
Bond Portfolio .15% .30%
</TABLE>
*As a percentage of each Portfolio's average net assets.
