FIRST FUNDS
Capital Appreciation Portfolio
SUPPLEMENT DATED MAY 31, 2000
TO THE OCTOBER 28, 1999
STATEMENT OF ADDITIONAL INFORMATION
This supplement provides new information beyond that contained in
the Statement of Additional Information, and should be
read in conjunction with such Statement of Additional Information.
At a meeting on May 17, 2000, shareholders of the Capital
Appreciation Portfolio (the "Portfolio") of First Funds approved
an Investment Advisory and Management Agreement between First
Funds and Delaware Management Company ("DMC") naming DMC as Co-
Adviser to the Portfolio. Effective June 1, 2000, DMC will
replace Investment Advisers, Inc. ("IAI") as Co-Adviser to the
Capital Appreciation Portfolio. Accordingly, the following
changes are made to the Statement of Additional Information.
All references to IAI that appear under the following
headings in the Statement of Additional Information are changed
to refer instead to DMC: "Investment Instruments," "Portfolio
Transactions," and "Investment Advisory Agreements" (with
exception to the last sentence of the fourth paragraph under the
section entitled "Investment Advisory Agreements").
The reference to Investment Advisers, Inc. (IAI) under the
heading entitled "Co-Investment Advisers (Capital Appreciation
Portfolio)" on the first page shall be replaced with the
following language:
Delaware Management Company (DMC)
The second sentence of the first paragraph under the section
entitled "Investment Instruments" shall be replaced with the
following language:
First Tennessee and Delaware Management Company (DMC)
act as Co-Advisers to the Capital Appreciation Portfolio.
The first sentence of the second paragraph under the section
entitled "Investment Advisory Agreements" shall be replaced with
the following language:
First Tennessee and Delaware Management Company,
Philadelphia, Pennsylvania, act as Co-Advisers to the
Capital Appreciation Portfolio.
