FIRST FUNDS
Capital Appreciation Portfolio
SUPPLEMENT DATED MAY 10, 2000
TO THE OCTOBER 28, 1999 PROSPECTUS
This supplement provides new information beyond that
contained in the prospectus, and should be read in
conjunction with such prospectus.
The Capital Appreciation Portfolio ("Portfolio") of First Funds
is co-advised by First Tennessee Bank National Association and
Investment Advisers, Inc. ("IAI"). However, on March 1, 2000,
the First Funds Board of Trustees voted to terminate the existing
Investment Advisory and Management Agreement with IAI, effective
June 1, 2000.
On May 1, 2000 the Board of Trustees mailed a definitive proxy
statement to the shareholders of the Portfolio to notify the
shareholders of a special meeting of the shareholders of the
Portfolio to be held on May 17, 2000. This special meeting will
be held for the purpose of voting on a proposal to adopt an
Investment Advisory and Management Agreement for the Portfolio
between First Funds and Delaware Management Company ("DMC"). The
Board of Trustees unanimously recommends that the shareholders of
the Portfolio adopt this proposal because the Trustees believe
that DMC's long-term performance record and investment management
style are more in keeping with the investment objective of the
Portfolio and the long-term interest of shareholders.
