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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material Under Rule 14a-12
FIRST FUNDS
(Name of Registrant/s as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identity the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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FIRST FUNDS
U.S. TREASURY MONEY MARKET PORTFOLIO
370 17TH STREET, SUITE 3100
DENVER, COLORADO 80202
September 11, 2000
Dear Shareholder:
I am writing to request your approval of the proposal included in the
attached Proxy Statement. The Proposal is to adopt an amendment to the
Distribution Plan for Class IV of the U.S. Treasury Money Market Portfolio (the
"Portfolio"), and to adopt an amendment to the Shareholder Services Plan for
Class IV of the Portfolio. We believe that this change is necessary in order for
the Portfolio to be more competitive in the marketplace.
In order to consider this proposal, we have scheduled a Special Meeting
of the Shareholders of the Portfolio to be held on September 25, 2000 at 10:00
a.m., Mountain Time, at the office of First Funds, 370 17th Street, Suite 3100,
Denver, Colorado 80202. The proposal is discussed in more detail in the attached
Proxy Statement. The Board of Trustees of First Funds has unanimously
recommended that the shareholders of the Portfolio approve this proposal.
Whether or not you plan to attend personally and regardless of the
number of shares you own, it is important that your shares be represented. I
ENCOURAGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY IN THE
POSTAGE-PAID ENVELOPE PROVIDED FOR YOUR CONVENIENCE.
Sincerely,
/s/Richard C. Rantzow
Richard C. Rantzow
Chairman, Board of Trustees
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FIRST FUNDS
U.S. TREASURY MONEY MARKET PORTFOLIO
370 17TH STREET, SUITE 3100
DENVER, COLORADO 80202
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 25, 2000
Notice is hereby given that a special meeting of the shareholders of Class IV of
the U.S. Treasury Money Market Portfolio (the "Portfolio") of First Funds, a
Massachusetts business trust ("First Funds"), will be held at 10:00 a.m.,
Mountain Time, at the offices of First Funds, 370 17th Street, Suite 3100,
Denver, Colorado 80202, on September 21, 2000, to vote on the following
proposal:
PROPOSAL: To adopt an amendment to the Distribution Plan for the First Funds
Class IV shares to reflect a .50% distribution (12b-1) fee for the
Portfolio, to adopt an amendment to the Shareholder Services Plan for
the First Funds Class IV shares to reflect a .25% shareholder services
fee for the Portfolio, and to transact such other business as may
properly come before the meeting or any adjournment thereof.
The Board of Trustees of First Funds has fixed the close of business on August
15, 2000, as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting.
By Order of the Board of Trustees
Russell C. Burk, Esq.
Secretary
September 11, 2000
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
PLEASE COMPLETE AND SIGN THE ENCLOSED VOTING INSTRUCTION/PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
CONTINENTAL UNITED STATES. IF YOU DESIRE TO VOTE IN PERSON AT THE MEETING, YOU
MAY REVOKE YOUR VOTING INSTRUCTION/PROXY AT ANY TIME PRIOR TO THE MEETING.
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FIRST FUNDS
U.S. TREASURY MONEY MARKET PORTFOLIO
370 17TH STREET, SUITE 3100
DENVER, COLORADO 80202
(800) 442-1941
PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD September 25, 2000
This Proxy Statement (the "Statement") is being furnished by First Funds, a
Massachusetts business trust ("First Funds"), to shareholders of the Class IV
shares of the U.S. Treasury Money Market Portfolio (the "Portfolio"). The
Statement is being sent in connection with the solicitation of proxies by and on
behalf of First Funds' Board of Trustees for use at the Special Meeting of
Shareholders (the "Meeting"), to be held on September 25, 2000, at 10:00 a.m.,
Mountain Time, at the offices of First Funds, 370 17th Street, Suite 3100,
Denver, Colorado 80202, and any adjournments thereof, for the purposes set forth
in the accompanying Notice of Special Meeting of Shareholders, as further
described below. This Statement is being mailed to shareholders of the Portfolio
on or about September 11, 2000.
As more fully described below, the Meeting has been called for the following
purpose:
To adopt an amendment to the Distribution Plan for the First Funds Class IV
shares to reflect a .50% distribution (12b-1) fee for the Portfolio, to adopt an
amendment to the Shareholder Services Plan for the First Funds Class IV shares
to reflect a .25% shareholder services fee for the Portfolio, and to transact
such other business as may properly come before the meeting or any adjournment
thereof.
Proxy solicitations will be made, beginning on or about September 11, 2000,
primarily by mail, but proxy solicitations also may be made by telephone, fax or
e-mail. The Portfolio will pay the costs of the proxy solicitation and expenses
incurred in connection with the preparation of this Statement and its
enclosures.
The financial statements of First Funds for the fiscal year ended June 30, 2000,
are included in the Annual Report to Shareholders. Copies of the Annual Report,
and of the Semi-Annual Report for the period ended December 31, 1999, are
available without charge. To obtain copies, write First Funds c/o ALPS Mutual
Funds Services, Inc., 370 17th Street, Suite 3100, Denver, Colorado 80202, or
call First Funds at (800) 442-1941 (Option 1).
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PROXIES
Any shareholder giving a proxy has the power to revoke it prior to its exercise
by submitting a later dated proxy, by voting in person or by letter to the
Secretary of First Funds.
In the event that a quorum is not present at the Meeting or in the event that a
quorum is present but sufficient votes to approve the proposal are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote FOR the proposal in favor of such an adjournment and
will vote those proxies required to be voted AGAINST the proposal against such
adjournment.
Under the By-laws of First Funds, a majority of shares of the Portfolio entitled
to vote in person or by proxy will constitute a quorum for the transaction of
business at the meeting. If a proxy is received with no instructions indicated,
then the votes attributable to such proxy will be voted for the proposal.
RECORD DATE
The Board of Trustees of First Funds has fixed the close of business on August
15, 2000 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Meeting and any
adjournment thereof. Only holders of record of shares at the close of business
on the Record Date are entitled to notice of and to vote at the Meeting and any
adjournment thereof. At the close of business on the Record Date, there were
77,253.44 shares outstanding of the Class IV shares of the U.S.
Treasury Money Market Portfolio.
BACKGROUND INFORMATION
First Funds is an open-end investment company consisting of nine separate
investment portfolios. Shares of the Funds are sold directly by First Funds, or
through an investment professional. The investment adviser for the Portfolio is
First Tennessee Bank, N.A. ("First Tennessee"), whose address is 530 Oak Court
Drive, Memphis, TN 38117.
The Trust has entered into an Amended and Restated General Distribution
Agreement (the "Agreement") on behalf of each Portfolio of the Trust with ALPS
Mutual Funds Services, Inc. (the "Distributor") under which the Distributor uses
all reasonable efforts, consistent with its other business interests, to secure
purchasers of the Portfolio's shares including the Class IV Shares.
In consideration for these services provided and the expenses incurred by the
Distributor pursuant to the Agreement, the board of Trustees of the Trust in May
of 1999 adopted a Distribution Plan whereby the Class IV Shares of the Portfolio
pays to the Distributor a (12b-1) fee at the annual rate
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of up to (and including) .65% of the Class IV shares average daily net assets
throughout the month. The Board of Trustees has also adopted a Shareholder
Services Plan for Class IV shares of other First Funds Portfolios. Pursuant to
this Shareholder Services Plan, Class IV shares of those First Funds Portfolio
may make periodic payments to parties for account maintenance services
including, but not limited to, maintaining account records for each shareholder
who beneficially owns Class IV shares of the Portfolio, answering questions and
handling correspondence from shareholders about their accounts and providing
account level support for all transactions. Class IV shares of the U.S. Treasury
Money Market Portfolio are not currently included in the Shareholder Services
Plan for Class IV shares.
PROPOSAL
To adopt the amendments to the Distribution Plan for the First Funds Class IV
shares and to the Shareholder Services Plan for the First Funds Class IV shares,
and to transact such other business as may properly come before the meeting or
any adjournment thereof.
DESCRIPTION OF THE PROPOSAL
To adopt an amendment to the Distribution Plan for the First Funds Class IV
shares to reflect a .50% distribution (12b-1) fee for the Portfolio, to adopt an
amendment to the Shareholder Services Plan for the First Funds Class IV shares
to reflect a .25% shareholder services fee for the Portfolio, and to transact
such other business as may properly come before the meeting or any adjournment
thereof. Copies of the revised Distribution Plan and the Shareholder Services
Plan for the First Funds Class IV shares are attached to this proxy statement as
Exhibit A and Exhibit B.
PROPOSAL: BOARD OF DIRECTORS' EVALUATION
At a meeting held on June 6, 2000, the Board of Trustees of First Funds (the
"Board"), including a majority of the Independent Trustees, unanimously
approved, subject to shareholder approval, the proposed amendments to the First
Funds Class IV Distribution Plan and the First Funds Class IV Shareholder
Services Plan. In making its approval, the Board determined the implementation
of these changes to the fee structure to the Class IV shares of the Portfolio
should assist in selling shares and thus increase the Portfolio's asset base.
This may prove beneficial to the Portfolio and its shareholders by spreading
fixed costs over a larger asset base and making additional monies available for
investing. Positive cash flow affords Portfolio management greater ability to
diversify investments and minimizes the need to sell securities to meet
redemptions.
The Board recognizes that a higher level of Portfolio assets benefits First
Tennessee by increasing its management fee revenues. The Board believes that
revenues received by First Tennessee contribute to its continuing ability to
attract and retain a high caliber of investment and other personnel and to
develop and implement new systems for providing services and information to
shareholders. The Board considers this to be an important benefit to the
Portfolio.
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After careful consideration and a thorough review of the proposal, the Board
unanimously determined that it was fair and reasonable and in the best interest
of the shareholders of the Class IV shares of the Portfolio to approve the
amendments to the Distribution Plan for the First Funds Class IV shares and the
Shareholder Services Plans for the First Funds Class IV shares.
PROPOSAL: RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the Class IV shareholders of the Portfolio will vote on the
Proposal. The affirmative vote of the holders of a majority of the outstanding
shares of the Portfolio is required to approve this proposal. "Majority" for
this purpose under the 1940 Act means the lesser of (i) 67% of the shares
represented at the Meeting if more than 50% of such outstanding shares are
represented, or (ii) more than 50% of such outstanding shares. Where a
shareholder abstains, the shares represented will be counted as present and
entitled to vote on the matter for purposes of determining a quorum, but the
abstention will have the effect of a negative vote on the proposal.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE CLASS IV SHARES OF
THE PORTFOLIO APPROVE THE PROPOSED cHANGE IN THE cLASS IV FEE STRUCTURE.
OFFICERS AND TRUSTEES OF FIRST FUNDS
The following persons hold the offices indicated with First Funds:
<TABLE>
<CAPTION>
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Name, Address, Position(s) Principal Occupation During Past 5 Years
And Age Held with
First Funds
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<S> <C> <C>
THOMAS M. BATCHELOR, Trustee Mr. Batchelor currently serves as director of two non-profit
Age 78, organizations, MTM Foundation and the White Foundation. Mr.
4325 Woodcrest Drive, Batchelor also operated a management consultant business on a
Memphis, TN limited basis, and retired after owning and operating two
General Insurance Companies agencies for over thirty years. He
was one of the founders and served as a director of what was
First American State Bank in Memphis, TN. He formerly served as
Chairman, Memphis Union Mission, TN, a charity and a non-profit
foundation.
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JOHN A. DECELL, Trustee Mr. DeCell is the proprietor of DeCell & Company (real estate and
Age 64, business consulting), and President of Capital Advisers, Inc. (real
5178 Wheelis Dr., Suite 2, estate consulting and asset management).
Memphis, TN
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</TABLE>
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<TABLE>
<CAPTION>
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Name, Address, Position(s) Principal Occupation During Past 5 Years
And Age Held with
First Funds
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<S> <C> <C>
L. R. JALENAK, JR., Trustee Mr. Jalenak was Chairman of the Board (1990 -1993 (retired)), Cleo
Age 69, Inc. (manufacturer of gift-wrapping products), a Gibson Greetings
530 Oak Court Drive Company. Mr. Jalenak is also a Director of Perrigo Company (1988 -
Suite 250 present), Lufkin Industries (1990 - present), Dyersburg Corporation
Memphis, TN 38117 (1990 - present), was President and CEO (until 1990) of Cleo Inc.,
and was a Director of Gibson Greetings, Inc. from 1983 to 1991.
Mr. Jalenak is currently Director of Party City Corporation and has
been in this position since the beginning of 2000.
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LARRY W. PAPASAN, Trustee Mr. Papasan is President of Smith & Nephew, Inc. (orthopedic
Age 59, division). Mr. Papasan is a former Director of First American
5114 Winton Place, National Bank of Memphis and The West Tennessee Board of First
Memphis, TN American National Bank (1988 - 1991) and was President of Memphis
Light Gas and Water Division of the City of Memphis (1984 - 1991).
Mr. Papasan is also a member of the Board of the Plough Foundation,
a non-profit trust.
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RICHARD C. RANTZOW, Mr. Rantzow was Vice President/Director, Ron Miller Associates,
Age 61, Trustee Inc. (manufacturer). Mr. Rantzow was Managing Partner (until 1990)
8866 Darby Dan Lane of the Memphis office of Ernst & Young.
Germantown, TN 38138
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GEORGE LEWIS, Trustee Mr. Lewis is currently a director of Methodist Home Care and
Age 61, Methodist Extended Care Hospital, a non-profit health care
7133 Bell Manor Cove, company. From 1976 until October 1999, Mr. Lewis was Executive
Germantown, TN 38138 Vice President and Manager of Money Management Group of First
Tennessee Bank. During that time he was also a director of certain
First Tennessee affiliates including, Hickory Venture
Capital Corporation, a venture capital company, and First
Tennessee Brokerage, a broker/dealer. He was also a director for
Martin & Company and Highland Capital Management Corp., both
investment advisors and affiliates of First Tennessee.
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</TABLE>
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<TABLE>
<CAPTION>
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Name, Address, Position(s) Principal Occupation During Past 5 Years
And Age Held with
First Funds
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<S> <C> <C>
JEREMY O. MAY, Treasurer Mr. May is a Vice President and Director of Mutual Fund Operations
Age 30, at ALPS Mutual Funds Services, Inc. (ALPS), the Administrator and
370 17th Street, Denver, CO Distributor. Prior to joining ALPS, Mr. May was an auditor with
Deloitte & Touche LLP in their Denver office.
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RUSSELL C. BURK, Secretary Mr. Burk is General Counsel of ALPS. Prior to joining ALPS, Mr.
Age 42, Burk served as Securities Counsel for Security Life of Denver, a
370 17th Street, Denver CO wholly-owned subsidiary of ING.
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</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the best knowledge of First Funds, the names and addresses of the
shareholders who own or have voting power with respect to 5% or more of the
outstanding shares of the Portfolio as of the Record Date are set forth below:
<TABLE>
<CAPTION>
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Title of Name and Address Amount and Nature of % of Total Outstanding
Class of Beneficial Owner Beneficial Ownership Class Held in Class
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<S> <C> <C> <C> <C>
IV ALPS Mutual Funds Services 77,150.03 99.87 77,253.44
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</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
As of the Record Date, the officers and trustees of First Funds owned less than
1% of the outstanding Class IV shares of the Portfolio.
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ADDITIONAL INFORMATION
The Portfolio pays no commissions to any affiliated broker.
DISTRIBUTOR AND PRINCIPAL UNDERWRITER. ALPS Mutual Funds Services, Inc. ("ALPS")
acts as the distributor and the principal underwriter for the Portfolio. ALPS is
a Colorado corporation, and is registered with the SEC as a broker-dealer and is
a member of the NASD. The principal executive offices of ALPS are located at 370
17th Street, Suite 3100, Denver, Colorado 80202.
ADMINISTRATOR. ALPS acts as administrator to First Funds. Pursuant to an
Administration Agreement dated August 19, 1998, ALPS provides certain
administrative services to First Funds, such as calculating each portfolio's
standardized performance information, preparing annual and semiannual reports to
shareholders and the SEC, monitoring compliance and performing other
administrative duties. First Tennessee also acts as co-administrator to First
Funds.
SHAREHOLDER PROPOSALS
First Funds must receive proposals of shareholders that are intended to be
presented at a future shareholder meeting a reasonable time prior to First
Funds' solicitation of proxies relating to such future meeting. Timely
submission of such proposals does not guarantee their inclusion. First Funds is
a Massachusetts business trust, and as such it is not required to hold, and has
no intention of holding, annual meetings, although it may hold special
shareholder meetings.
OTHER BUSINESS
The Board of Trustees of First Funds does not know of any other matters to be
considered at the Meeting other than those referred to above. If any other
matters are properly presented to the Meeting, it is the intention of proxy
holders to vote such proxies on such matters in accordance with their judgment.
By Order of the Board of Trustees
Russell C. Burk
Secretary
September 11, 2000
Denver, Colorado
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THIS SOLICITATION IS MADE ON BEHALF OF THE TRUSTEES OF FIRST FUNDS.
The undersigned appoints Russell C. Burk, Secretary and Jeremy O. May,
Treasurer, and each of them, with full power of substitution, as attorneys and
proxies of the undersigned, and does thereby request that the votes attributable
to the undersigned be cast at the Special Meeting of Shareholders of the U.S.
Treasury Money Market Portfolio (the "Portfolio") of First Funds ("First
Funds"), to be held at 10:00 a.m., Mountain Time, on September 25, 2000, at the
principal offices of First Funds, 370 Seventeenth Street, Suite 3100, Denver,
Colorado, 80202, and at any adjournment thereof.
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THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION/PROXY WILL BE VOTED AS
DIRECTED BELOW, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL
BELOW. THE BOARD OF TRUSTEES OF FIRST FUNDS RECOMMENDS A VOTE FOR THE PROPOSAL.
PLEASE VOTE BY CHECKING YOUR RESPONSE.
FOR APPROVAL BY SHAREHOLDERS OF THE CLASS IV SHARES OF THE U.S. TREASURY MONEY
MARKET PORTFOLIO:
<TABLE>
<S> <C> <C> <C>
Adoption of proposed amendments to the FOR [ ] AGAINST [ ] ABSTAIN [ ]
Distribution Plan and Shareholder Services
Plan for the First Funds Class IV shares
</TABLE>
[LABEL AFFIXED HERE]
ACCOUNT NUMBER: ___________
TOTAL PORTFOLIO SHARES VOTED BY THE UNDERSIGNED: ________
<TABLE>
<S> <C>
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PLEASE VOTE, DATE, SIGN, AND RETURN THIS FORM IN THE ENCLOSED NOTE: THE UNDERSIGNED HEREBY ACKNOWLEDGES
SELF-ADDRESSED ENVELOPE. ALL ACCOUNT OWNERS MUST SIGN THIS FORM. RECEIPT OF THE NOTICE OF ANY PROXY HERETOFORE
PLEASE INDICATE TITLE IF SIGNING IN AN OFFICIAL CAPACITY. GIVEN WITH RESPECT TO THE VOTES COVERED BY THIS
PROXY.
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</TABLE>
________________________________ Dated: ____________________________
Signature
--------------------------------
Signature If Jointly Held or
Title If Required
