FIRST FUNDS
Tennessee Tax-Free Portfolio
SUPPLEMENT DATED JUNE 29, 2000
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.
The Trustees are currently limiting the shareholder servicing fee
applicable to Class II shares of the Tennessee Tax-Free Portfolio
(the "Portfolio") to 0.10%. The Trustees have removed this
limitation effective August 1, 2000, causing the Class II
shareholder servicing fee to be 0.25%.
The second sentence of the fourth footnote to the table under the
section entitled "Fees and Expenses of the Portfolio" shall be
deleted in its entirety and replaced with the following language:
The Trustees have agreed to limit the shareholder servicing
fee applicable to Class III shares to 0.00%.
The second to the last sentence of the third paragraph under the
section entitled "Distribution Plans and Shareholder Servicing
Plans" shall be deleted in its entirety.
