THE BOULEVARD FUNDS
Supplement to Prospectus dated January 31, 1994
The Boulevard Funds (the "Trust") will hold a Special Meeting of
Shareholders on or about March 31, 1994, to seek, among other items,
approval of a new investment advisory contract on behalf of each portfolio
of the Trust (the "Funds"). These actions are being taken as a result of
the pending acquisition of Boulevard Bancorp, Inc. ("BBI") by First Bank
System, Inc. ("FBS").
Boulevard Bank National Association, the investment adviser to the Funds
(the "Adviser"), is a wholly-owned subsidiary of BBI. On September 29,
1993, BBI entered into a definitive Merger Agreement and Plan of
Reorganization, whereby BBI would be acquired by FBS, which is a bank
holding company headquartered in Minneapolis, Minnesota. As a result, upon
completion of the acquisition, all existing subsidiaries of BBI, including
the Adviser, would become subsidiaries of FBS. The agreement requires
approval of the shareholders of BBI, as well as the receipt of various
regulatory approvals. It is anticipated that the acquisition will be
completed on or about March 31, 1994.
Under provisions of the Investment Company Act of 1940, completion of the
acquisition would result in an assignment, and termination, of the Funds'
current investment advisory contract with the Adviser. Accordingly, prior
to such completion, the Board of Trustees of the Trust will meet to consider
matters relating to the continuation of investment advisory services to the
Funds. It is expected that the Board will be asked to consider a proposal
from the Adviser and FBS for approval of a new investment advisory contract
on behalf of each Fund with First Bank National Association ("FBNA"), a
wholly-owned subsidiary of FBS. FBNA currently serves as investment adviser
to the First American family of mutual funds, which numbers 22 portfolios
with combined assets in excess of $2.86 billion.
In that connection, it is also expected that the current Trustees will be
asked to consider a proposal for the appointment of a new board that would
serve in place of the current Trustees, subject to approval by shareholders
of the Trust. The new board will consist of five members, each of whom
currently serves on the boards of the First American funds.
These proposals, if approved by the Board of Trustees of the Trust, will be
presented for the approval of shareholders of the Trust at the Special
Meeting. In the event that the foregoing proposals are approved, it is also
anticipated that the new board will entertain proposals for changes in
various service providers for the Trust (including its distributor,
administrator, transfer agent, and custodian), none of which actions require
approval by shareholders.
Shareholders of record as of February 3, 1994, will receive a proxy
statement discussing these matters in detail, and will be entitled to vote
at the Special Meeting.
January 31, 1994
FEDERATED SECURITIES CORP.
Distributor
4011819A (1/94)
