<PAGE>
FIRST FUNDS
U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. GOVERNMENT MONEY MARKET PORTFOLIO
MUNICIPAL MONEY MARKET PORTFOLIO
CASH RESERVE PORTFOLIO
Supplement Dated May 19, 1999
The following information supplements and should be read in conjunction
with the information provided in the Portfolios' Prospectus dated October 26,
1998.
Effective May 18, 1999, waivers for the U.S. Treasury Money Market
Portfolio have changed. First Tennessee Bank National Association, the
Portfolio's Adviser, has voluntarily agreed to waive its fee down to .08% of the
Portfolio's average net assets. ALPS Mutual Funds Services, Inc., as
Administrator, has voluntarily agreed to waive its entire fee for the Portfolio.
First Tennessee, as Co-Administrator, has also voluntarily agreed to waive its
entire fee for the Portfolio.
Based on the changes described above, the following data shall be inserted
in lieu of the data for the U.S. Treasury Money Market Portfolio in the table
under the section "SUMMARY OF PORTFOLIO EXPENSES - A. EXPENSE SUMMARY":
<TABLE>
<CAPTION>
U.S. TREASURY
MONEY MARKET PORTFOLIO
-----------------------------------
CLASS I CLASS II CLASS III
------- -------- ---------
<S> <C> <C> <C>
ANNUAL PORTFOLIO OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees* .08% .08% .08%
12b-1 Fees* .00% .00% .25%
Other Expenses* .25% .42% .17%
---- ---- ----
Total Portfolio Operating Expenses* .33% .50% .50%
---- ---- ----
---- ---- ----
</TABLE>
*After expense waivers or limitations.
The following data shall be inserted in lieu of the data for the U.S.
Treasury Money Market Portfolio in the table under the section "SUMMARY OF
PORTFOLIO EXPENSES - B. Example":
<TABLE>
<CAPTION>
U.S. TREASURY
MONEY MARKET PORTFOLIO
-----------------------------------
CLASS I CLASS II CLASS III
------- -------- ---------
<S> <C> <C> <C>
1 year $3 $5 $5
3 years $11 $16 $16
5 years $19 $28 $28
10 years $42 $63 $63
</TABLE>
