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:

[ ]      Preliminary Proxy Statement
[ ]      Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
[ ]      Definitive Proxy Statement
[ ]      Definitive Additional Materials
[X]      Soliciting Material Pursuant to ss. 240.14a-12

                                  FIRST FUNDS
                (Name of Registrant as Specified In Its Charter)

                                 Not Applicable
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

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                 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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[ ]      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 identify the filing for which the  offsetting
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         statement number, or the Form or Schedule and the date of its filing.

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Dear Shareholder:

     I am writing  to ask for your  assistance  with an  important  First  Funds
matter.  We previously sent you proxy materials  relating to the Special Meeting
of Shareholders of First Funds. Due to insufficient votes received,  the meeting
has been adjourned  until August 1, 2003, with respect to some of the proposals.
Our records show your vote for this important meeting has not yet been received.

     We  encourage  you to  utilize  one  of the  following  options  today  for
recording your vote promptly:

     1)   Vote by  Internet:  By going to the website  listed on your proxy card
          and following the  instructions on the site. You will need to have the
          control number on your proxy card available.
     2)   Vote by Touch-Tone  Telephone:  By calling the toll-free number listed
          on your proxy card.  You will need to have the control  number on your
          proxy card available.
     3)   Vote by Mail: Sign and date your card. Mail in the postage-paid return
          envelope provided.

     For the reasons set forth in the Proxy Statement,  the First Funds Trustees
unanimously  recommend a vote FOR the proposals and believe the proposals are in
the best interest of shareholders of the Fund.

     No matter how many  shares you own,  your vote is  important.  Your  prompt
response via mail,  touchtone telephone or Internet will help reduce proxy costs
and will  also  mean  that you can  avoid  receiving  follow-up  phone  calls or
mailings.

     If you have any questions regarding the proxy, please call First Funds toll
free at 1-800-442-1941, option 1.

     I appreciate your prompt attention to this important matter,  and thank you
for your continued support of First Funds.

                                              Sincerely,




                                              /s/Jeremy May
                                              -------------
                                              Jeremy May
                                              President


YOUR VOTE IS  IMPORTANT.  PLEASE VOTE TODAY TO AVOID  UNNECCESSARY  SOLICITATION
COSTS.