FIRST PRAIRIE DIVERSIFIED ASSET FUND
N-30D, 1995-03-08
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LETTER TO SHAREHOLDERS
Dear Shareholder:
    Thank you for your investment in the First Prairie Diversified Asset
Fund. In what has been a trying year for income-oriented investments, we
appreciate your continued confidence.
    1994 was the worst year in decades for the bond market. During the
calendar year 1994, the Federal Reserve Board increased interest rates six
times, and the widely followed Lehman Brothers Government/Corporate Bond
Index provided a return of -3.51%.* The stock market did not fare much
better, with the Standard & Poor's 500 Composite Stock Price Index posting a
return of 1.31%.** In this environment, the First Prairie Diversified Asset
Fund, Class A shares, produced a total return of -1.92% with a distribution
rate of 5.68% per share for the fiscal year ended December 31, 1994. Class B
Shares, which were outstanding from February 8, 1994 through December 2,
1994, produced a total return of -3.13% for the period, with an annualized
distribution rate of 5.45% per share.
    As we mentioned in past reports, we were anticipating a rise in interest
rates during 1994, and we substantially reduced the Fund's bond holdings and
portfolio duration in the Fall of 1993. While this helped to mitigate the
effect of rising interest rates, your Fund -- consistent with its primary
objective to maximize current income -- still held as of year-end a
significant portion of its holdings in fixed-income securities. The
allocation of assets as of year-end was as follows:
               Bonds and Notes                                     33%
               Convertible Bonds and Preferred Stock               19%
               Common Stocks                                       37%
               Cash and Cash Equivalents                           11%
    In terms of the common stock holdings of your Fund, the Electric Utilities
and Real Estate Investment Trust components of the
portfolio performed poorly due to the rising interest rates. On the positive
side, our large (but recently reduced) holdings in Health Care and Drugs
substantially helped Fund performance.
    Our outlook for this year is that the Fed will continue to raise
short-term interest rates. As a result, the economy is beginning to respond
with slower growth. We expect that corporate profits will rise more slowly in
1995, after an excellent 1994. We are also witnessing meaningful increases in
dividends and expect this trend to continue this year. In view of this
outlook, we currently expect only moderate returns for common stocks, and
continue to have relatively short durations in our bond portfolio. Going
forward, we plan to add opportunistically to bonds at high real interest rate
levels, and continue to pursue attractive convertibles for good income and
appreciation potential.
DISCUSSION OF THE EXPECTED MERGER WITH PRAIRIE MANAGED ASSETS INCOME FUND
    On February 14, 1995, the shareholders of First Prairie Diversified Asset
Fund approved the transfer of the Fund's assets to Prairie Managed Assets
Income Fund, a series of the newly-formed investment company named Prairie
Funds. In exchange for the Fund's assets, the Fund will receive and
distribute to its shareholders shares of Prairie Managed Assets Income Fund.
This exchange is expected to become effective on or about March 6, 1995.
    Change can sometimes be confusing, and we would like you to understand
fully why this merger is taking place and how it will affect you.
    After the exchange, your Fund will be known as "Prairie Managed Assets
Income Fund." We are in the process of changing the name of all former First
Prairie funds to Prairie Funds to underscore the broadening of our fund
family to a total of 18 funds. You may already have noticed that the Fund is
now being listed under "Prairie Funds" in the newspapers. Also, we felt
that "Managed Assets Income Fund" more clearly conveys the investment
objective of the Fund to maximize current income using an asset allocation
strategy.
    While the investment objectives of the Fund will stay the same--to
maximize current income, with capital appreciation as a secondary goal--the
management policies of the Fund have been broadened to permit the Fund to
invest in securities of both domestic and foreign issuers. This will allow
the Fund to take advantage of a broader range of investment opportunities,
while providing greater diversification potential.
    I am pleased to announce that Claude Erb, Managing Director of Research
and Asset Allocation for First Chicago Investment Management Company, will be
joining me as comanager of the Fund when the exchange becomes effective. He
has over 13 years of investment experience and will focus primarily on the
international components of the portfolio and overall allocation decisions
across asset classes.
    Some of you called to ask why we were asking for your proxy vote to
approve the exchange. As a shareholder of a mutual fund, you have the legal
right to vote on many important matters affecting the management of the Fund.
Thus, the exchange with the new Fund and the resulting changes described
above could only be implemented if a majority of the Fund's shareholders gave
their approval.
    We thank you for approving the merger and we appreciate the confidence
you have expressed in us. We plan to continue to earn your trust by pursuing
strategies which will maintain a high level of income and the opportunity for
capital growth.
                                  Sincerely,
                                 (Arthur P. Krill Signature Logo)
                                  Arthur P. Krill
                                  Portfolio Manager
February 1, 1995
New York, N.Y.

        *      SOURCE: LEHMAN BROTHERS -- Lehman Brothers
     Government/Corporate Bond Index is a widely accepted, unmanaged index of
     Government and Corporate bond market performance and consists of all
     public obligations of the U.S. Treasury, all publicly traded issued debt
     of U.S. Government agencies and quasi-Federal corporations, corporate
     debt guaranteed by the U.S. Government and all publicly issued fixed
     rate, nonconvertible investment grade, dollar denominated,
     SEC-registered corporate debt and debt issued by foreign sovereign
     governments, municipalities or governmental agencies or international
     agencies.
      **SOURCE: LIPPER ANALYTICAL SERVICES, INC. - Reflects the reinvestment
     of income dividends and, where applicable, capital gain distributions.
     The Standard & Poor's 500 Composite Stock Price Index is a widely
     accepted unmanaged index of U.S. stock market performance.
        Total Return represents the change during the period in a
     hypothetical account with dividends reinvested, without taking into
     account the maximum initial sales charge in the case of Class A shares
     or the applicable contingent deferred sales charge imposed on
     redemptions in the case of Class B shares.
          Distribution rate per share is based upon dividends per share
     declared from net investment income during the period, divided by the
     maximum offering price at the end of the period in the case of Class A
     shares, or the net asset value at the end of the period in the case of
     Class B shares, both adjusted for capital gain distributions.
FIRST PRAIRIE DIVERSIFIED ASSET FUND                     DECEMBER 31, 1994
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN FIRST PRAIRIE
DIVERSIFIED ASSET FUND,
CLASS A SHARES WITH THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX AND
THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX

                             [Exhibit A]
<TABLE>
<CAPTION>


AVERAGE ANNUAL TOTAL RETURNS                                        ACTUAL AGGREGATE TOTAL RETURN
- ------------------------------------------------------------        ------------------------------------------------------------
                           CLASS A                                                     CLASS B
- ------------------------------------------------------------        ------------------------------------------------------------
                                                                                                              % Return Reflecting
                                              % Return                                                       Applicable Contingent
                                             Reflecting                                           % Return        Deferred Sales
                          % Return Without  Maximum Initial                                      Assuming No       Charge Upon
PERIODS ENDED 12/31/94    Sales Charge     Sales Charge (4.5%)                                   Redemption        Redemption*
- ----------------------- ----------------    ------------------                                  ------------     ------------------
<S>                           <C>             <C>                   <C>                            <C>                 <C>
1 Year                        (1.92%)         (6.35%)               From Inception (2/8/94)
5 Years                        8.69            7.70                 to December 2, 1994            (3.13%)             (6.84%)
From Inception (1/23/86)    10.16              9.59
</TABLE>

Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in Class A shares of First
Prairie Diversified Asset Fund on 1/23/86 (Inception Date) to a $10,000
investment made in the Standard & Poor's 500 Composite Stock Price Index and
the Lehman Brothers Government/Corporate Bond Index on that date. For
comparative purposes, the value of the Indices on 1/31/86 are used as the
beginning values on 1/23/86. All dividends and capital gain distributions are
reinvested.
The Fund's performance shown in the graph takes into account the maximum
initial sales charge on Class A Shares and all other applicable fees and
expenses.
      Source: Lipper Analytical Services, Inc. Reflects the reinvestment of
    income dividends and, where applicable, capital gains distributions. The
    Standard & Poor's 500 Composite Stock Price Index is a widely accepted,
    unmanaged index of overall stock market performance.
      Source: Lehman Brothers. The Lehman Brothers Government/Corporate Bond
    Index is a widely accepted, unmanaged index of Government and Corporate
    bond market performance and consists of all public obligations of the
    U.S. Treasury, all publicly traded issued debt of U.S. Government
    agencies and quasi-Federal corporations, corporate debt guaranteed by the
    U.S. Government and all publicly-issued fixed rate, nonconvertible
    investment-grade, dollar-denominated, SEC-registered corporate debt and
    debt issued by foreign sovereign governments, municipalities, or
    governmental agencies, or international agencies.
         Neither Index takes into account charges, fees and other expenses.
    Further information relating to Fund performance, including expense
    reimbursements, if applicable, is contained in the Condensed Financial
    Information section of the Prospectus and elsewhere in this report.
      *  Maximum contingent deferred sales charge for Class B shares is 4%
    and is reduced to 0% after six years.
<TABLE>
<CAPTION>

FIRST PRAIRIE DIVERSIFIED ASSET FUND
STATEMENT OF INVESTMENTS                                                                       DECEMBER 31, 1994
                                                                                           PRINCIPAL
BONDS AND NOTES--33.1%                                                                       AMOUNT                      VALUE
                                                                                         -------------               -------------
              <S>                                                                        <C>                         <C>
              AUTO-RELATED-1.0%    Hertz, Sub. Notes,
                                       6.625%, 2000.........................             $     500,000               $     455,683
                                                                                                                     -------------
                  BANKING--1.9%    Citicorp, Sub. Notes:
                                       9.75%, 1999..........................                   250,000                     262,642
                                       8.625%, 2002.........................                   350,000                     348,300
                                   Westpac Banking, Sub. Deb.,
                                       9.125%, 2001.........................                   250,000                     255,456
                                                                                                                     -------------
                                                                                                                           866,398
                                                                                                                     -------------
           CONSUMER                Time Warner, Notes,
           GROWTH STAPLES--1.1%        7.95%, 2000                                             500,000                     477,608
                                                                                                                     -------------
                   ENERGY--3.4%    Burlington Resources, Notes,
                                       8.50%, 2001..........................                   250,000                     248,120
                                   Coastal, Sr. Deb.,
                                       10.25%, 2004.........................                   500,000                     537,500
                                   Occidental Petroleum, Sr. Notes,
                                       11.125%, 2010........................                   400,000                     460,961
                                     Shell Canada, Deb.,
                                       7.375%, 1999.........................                   250,000                     243,302
                                                                                                                     -------------
                                                                                                                         1,489,883
                                                                                                                     -------------
               FINANCIAL--11.2%    Barclays American, Notes,
                                       9.125%, 1997.........................                   750,000                     763,027
                                   Chemical Banking, Sub. Notes,
                                       7.625%, 2003.........................                   500,000                     468,570
                                   Discover Credit Card, Med.-Term Notes,
                                       8.37%, 1999..........................                   250,000                     248,364
                                   General Motors Acceptance:
                                       Med.-Term Notes,
                                           8.65%, 1996......................                   400,000                     402,968
                                       Notes:
                                           7.75%, 1997......................                   250,000                     245,606
                                           7%, 2000.........................                   500,000                     465,042
                                   International Lease Finance, Notes,
                                       8.35%, 1998..........................                   500,000                     498,878
                                   KFW International Finance,
                                       Guaranteed Notes,
                                       8.85%, 1999..........................                   250,000                     255,821
                                     NationsBank, Sub. Notes,
                                       8.125%, 2002.........................                   350,000                     338,455
                                     Progressive, Notes,
                                       6.60%, 2004..........................                   500,000                     435,698
                                     Salomon, Notes,
                                       7.50%, 2003..........................                   500,000                     448,483
                                     Wells Fargo & Co., Sub. Notes,
                                       8.375%, 2002.........................                   400,000                     390,780
                                                                                                                     -------------
                                                                                                                         4,961,692
                                                                                                                     -------------

FIRST PRAIRIE DIVERSIFIED ASSET FUND
STATEMENT OF INVESTMENTS (CONTINUED)                                                              DECEMBER 31, 1994
                                                                                           PRINCIPAL
BONDS AND NOTES (CONTINUED)                                                                  AMOUNT                       VALUE
                                                                                         -------------               -------------
        FOODS & BEVERAGES--5.3%    Grand Metro Investment, Guaranteed Deb.,
                                       9%, 2011.............................             $     250,000               $     260,188
                                   Philip Morris Cos., Notes:
                                       8.625%, 1999.........................                   500,000                     502,281
                                       7.125%, 2004.........................                   250,000                     223,475
                                   RJR Nabisco Holdings:
                                       Guaranteed Notes,
                                           8.30%,1999.......................                   750,000                     720,817
                                       Notes,
                                           8.625%, 2002.....................                   700,000                     651,362
                                                                                                                     -------------
                                                                                                                         2,358,123
                                                                                                                     -------------
                    RETAIL--.6%    May Department Stores, Med.-Term Notes,
                                       9.45%, 1999..........................                   250,000                     257,518
                                                                                                                     -------------
                    STEEL--1.0%    USX-Marathon Group, Notes,
                                       6.375%, 1998.........................                   500,000                     464,393
                                                                                                                     -------------
               TECHNOLOGY--1.0%    Digital Equipment, Notes,
                                       8.625%, 2012.........................                   500,000                     424,010
                                                                                                                     -------------
                UTILITIES--2.1%    Commonwealth Edison,
                                       First Mortgage, Ser. 81,
                                       8.625%, 2022.........................                   250,000                     229,039
                                   Long Island Lighting, Deb.,
                                       9%, 2022.............................                   300,000                     247,194
                                   Pacific Bell, Notes,
                                       7%, 2004.............................                   500,000                     459,549
                                                                                                                     -------------
                                                                                                                           935,782
                                                                                                                     -------------
               U.S. GOVERNMENT     Federal National Mortgage Association:
               & AGENCIES--4.5%        7.60%, 1997                                             400,000                     397,704
                                       8.35%, 1999..........................                   500,000                     506,469
                                     U.S. Treasury Notes:
                                       8.50%, 1997..........................                   100,000                     101,500
                                       8.125%, 1998.........................                   500,000                     503,985
                                       8%, 2001.............................                   500,000                     504,062
                                                                                                                     -------------
                                                                                                                         2,013,720
                                                                                                                     -------------
                                   TOTAL BOND AND NOTES
                                       (cost $15,633,508)...................                                           $14,704,810
                                                                                                                     =============
EQUITY-RELATED SECURITIES--56.5%
(COMMON STOCKS AND CONVERTIBLE SECURITIES)
COMMON STOCKS--37.3%                                                                         SHARES                     VALUE
                                                                                         -------------               -------------
             AUTO RELATED--1.4%    General Motors                                               14,886               $     628,933
                                                                                                                     -------------
                  BANKING--4.6%    Bank of Boston                                               21,000                     543,375
                                   First Union............................                      21,000                     868,875
                                   NationsBank............................                      13,912                     627,779
                                                                                                                     -------------
                                                                                                                         2,040,029
                                                                                                                     -------------

FIRST PRAIRIE DIVERSIFIED ASSET FUND
STATEMENT OF INVESTMENTS (CONTINUED)                                                           DECEMBER 31, 1994
EQUITY-RELATED SECURITIES (CONTINUED)
(COMMON STOCKS AND CONVERTIBLE SECURITIES)
COMMON STOCKS (CONTINUED)                                                                    SHARES                      VALUE
                                                                                         -------------               -------------
                    DRUGS--3.8%    Bristol-Myers Squibb                                          8,000               $     463,000
                                   Johnson & Johnson......................                       8,000                     438,000
                                   Pfizer.................................                      10,000                     772,500
                                                                                                                     -------------
                                                                                                                         1,673,500
                                                                                                                     -------------
                   ENERGY--3.8%    Atlantic Richfield                                            5,000                     508,750
                                   British Petroleum PLC, A.D.S...........                       9,000                     718,875
                                   Texaco.................................                       7,500                     449,063
                                                                                                                     -------------
                                                                                                                         1,676,688
                                                                                                                     -------------
        FOODS & BEVERAGES--2.6%    Philip Morris Cos                                            20,000                   1,150,000
                                                                                                                     -------------
         HOSPITAL-RELATED--3.6%    National Health Investors                                    61,000                   1,593,625
                                                                                                                     -------------
                INSURANCE--2.0%    Aon                                                          28,500                     912,000
                                                                                                                     -------------
              REAL ESTATE--2.1%    Amli Residential Properties                                  50,000                     937,500
                                                                                                                     -------------
               UTILITIES--13.4%    British Telecommunications, A.D.R                            10,000                     601,250
                                   Detroit Edison.........................                      20,000                     522,500
                                   Entergy................................                      20,000                     437,500
                                   GTE....................................                      26,000                     789,750
                                   Long Island Lighting...................                      33,000                     507,375
                                   PECO Energy............................                      25,000                     612,500
                                   Sprint.................................                      20,000                     552,500
                                   Texas Utilities........................                      30,000                     960,000
                                   United Illuminating....................                      14,000                     413,000
                                   U.S. West..............................                      15,000                     534,375
                                                                                                                     -------------
                                                                                                                         5,930,750
                                                                                                                     -------------
                                   TOTAL COMMON STOCKS....................                                              16,543,025
                                                                                                                     -------------
CONVERTIBLE PREFERRED STOCKS--11.9%
               AUTOMOTIVE--3.4%    Ford Motor, Ser. A, Cum., $4.20                               9,000                     828,000
                                     General Motors, Ser. C, Cum., $3.25....                    12,000                     688,500
                                                                                                                     -------------
                                                                                                                         1,516,500
                                                                                                                     -------------
                  BANKING--4.3%    BankAmerica, Ser. G, Cum., $3.25                              7,000                     344,750
                                     Citicorp, Cum., $1.22..................                    25,000                     478,125
                                     Citicorp, Cum., $5.375.................                     6,000             (a)     695,625
                                     National City, Cum., $4.00.............                     6,000                     375,000
                                                                                                                     -------------
                                                                                                                         1,893,500
                                                                                                                     -------------
                    ENERGY--.9%    Snyder Oil, Ser. A, Cum., $1.50                              20,000                     402,500
                                                                                                                     -------------
                  FINANCE--1.1%    First USA, Cum., 6.25%                                       15,000                     489,375
                                                                                                                     -------------
                INDUSTRIAL--.9%    WHX, Ser. B, Cum., $3.75                                     10,000                     427,500
                                                                                                                     -------------
                INSURANCE--1.3%.   Conseco, Ser. D, Cum., $3.25                                 14,000                     570,500
                                                                                                                     -------------
                                   TOTAL CONVERTIBLE PREFERRED STOCKS.....                                               5,299,875
                                                                                                                     -------------

FIRST PRAIRIE DIVERSIFIED ASSET FUND
STATEMENT OF INVESTMENTS (CONTINUED)                                                        DECEMBER 31, 1994
                                                                                           PRINCIPAL
CONVERTIBLE SUBORDINATED DEBENTURES--7.3%                                                    AMOUNT                      VALUE
                                                                                         -------------               -------------
           CONSUMER                Time Warner,
           GROWTH STAPLES--1.1%        8.75%, 2015                                       $     498,000                     470,610
                                                                                                                     -------------
                    DRUGS--1.0%    IVAX,
                                       6.50%, 2001..........................                   500,000      (a)            432,500
                                                                                                                     -------------
                    ENERGY--.7%    Swift Energy,
                                       6.50%, 2003..........................                   300,000                     300,375
                                                                                                                     -------------
      HOSPITAL MANAGEMENT--1.2%    Genesis Health Ventures,
                                       6%, 2003.............................                   400,000                     552,500
                                                                                                                     -------------
               INDUSTRIAL--3.3%    Seagate Technology,
                                       5%, 2003.............................                   500,000                     515,000
                                   Starbucks,
                                       4.50%, 2003..........................                   500,000                     510,625
                                   Toll Bros.,
                                       4.75%, 2004..........................                   650,000                     443,625
                                                                                                                     -------------
                                                                                                                         1,469,250
                                                                                                                     -------------
                                   TOTAL CONVERTIBLE SUBORDINATED DEBENTURES                                             3,225,235
                                                                                                                     -------------
                                   TOTAL EQUITY-RELATED SECURITIES
                                       (cost $25,262,929)...................                                           $25,068,135
                                                                                                                     =============
SHORT-TERM INVESTMENTS--7.0%
             COMMERCIAL PAPER:     Prudential Funding:
                                       5%, 1/3/1995.........................                   830,000                     830,000
                                       5%, 1/6/1995.........................                 2,270,000                   2,270,000
                                                                                                                     -------------
                                   TOTAL SHORT-TERM INVESTMENTS
                                       (cost $3,100,000)....................                                          $  3,100,000
                                                                                                                     =============
TOTAL INVESTMENTS (cost $43,996,437)    ................................                         96.6%                 $42,872,945
                                                                                                ======               =============
CASH AND RECEIVABLES (NET)      .........................................                         3.4%                $  1,494,229
                                                                                                ======               =============
NET ASSETS..................................................................                    100.0%                 $44,367,174
                                                                                                ======               =============
NOTE TO STATEMENT OF INVESTMENTS;
    (a)  Securities exempt from registration under Rule 144A of the
    Securities Act of 1933. These  securities may be resold in transactions
    exempt from registration, normally to qualified institutional buyers. At
    December 31, 1994, these securities amounted to $1,128,125 or 2.5% of net
    assets.




See notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>

FIRST PRAIRIE DIVERSIFIED ASSET FUND
STATEMENT OF ASSETS AND LIABILITIES                                                                            DECEMBER 31, 1994
ASSETS:
    <S>                                                                                      <C>           <C>
    Investments in securities, at value
      (cost $43,996,437)_see statement......................................                               $42,872,945
    Cash....................................................................                                   434,586
    Receivable for investment securities sold...............................                                 1,032,601
    Dividends and interest receivable.......................................                                   556,532
    Receivable for shares of Beneficial Interest subscribed.................                                    26,018
    Prepaid expenses........................................................                                    20,378
                                                                                                          -------------
                                                                                                            44,943,060
LIABILITIES:
    Due to Adviser..........................................................                 $  18,901
    Due to Administrator....................................................                     8,724
    Payable for investment securities purchased.............................                   338,831
    Payable for shares of Beneficial Interest redeemed......................                   159,463
    Accrued expenses........................................................                    49,967         575,886
                                                                                            ----------   -------------
NET ASSETS  ................................................................                               $44,367,174
                                                                                                          ============
REPRESENTED BY:
    Paid-in capital.........................................................                               $45,097,680
    Accumulated undistributed investment income_net.........................                                   133,309
    Accumulated undistributed net realized gain on investments..............                                   259,677
    Accumulated net unrealized (depreciation) on investments_Note 3.........                                (1,123,492)
                                                                                                          -------------
NET ASSETS at value applicable to 3,658,679 Class A outstanding shares of
    Beneficial Interest, equivalent to $12.13 per share
    (unlimited number of $.01 par value shares authorized)..................                               $44,367,174
                                                                                                          ============


See notes to financial statements.
</TABLE>


<TABLE>
<CAPTION>

FIRST PRAIRIE DIVERSIFIED ASSET FUND
STATEMENT OF OPERATIONS                                                             YEAR ENDED DECEMBER 31, 1994
INVESTMENT INCOME:
    INCOME:
      <S>                                                                                  <C>             <C>
      Interest..............................................................               $ 1,627,737
      Cash dividends (net of $6,207 foreign taxes withheld at source).......                 1,494,420
                                                                                          ------------
          TOTAL INCOME......................................................                               $ 3,122,157
    EXPENSES:
      Investment advisory fee_Note 2(a).....................................                   317,027
      Administration fee_Note 2(a)..........................................                   146,321
      Shareholder servicing costs_Note 2(b,c)...............................                   176,945
      Legal fees............................................................                    54,768
      Registration fees.....................................................                    35,635
      Auditing fees.........................................................                    27,442
      Prospectus and shareholders' reports_Note 2(b)........................                    24,862
      Custodian fees........................................................                    16,960
      Trustees' fees and expenses_Note 2(d).................................                     7,349
      Distribution fee (Class B shares)_Note 2(b)...........................                     4,752
      Miscellaneous.........................................................                     9,464
                                                                                          ------------
                                                                                               821,525
      Less_expense reimbursement from Adviser and Administrator due
          to undertakings_Note 2(a,b,c).....................................                   508,365
                                                                                          ------------
            TOTAL EXPENSES..................................................                                   313,160
                                                                                                          ------------
            INVESTMENT INCOME--NET..........................................                                 2,808,997
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
    Net realized gain on investments_Note 3.................................              $    210,291
    Net unrealized (depreciation) on investments............................                (4,108,668)
                                                                                          ------------
            NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS...............                                (3,898,377)
                                                                                                          ------------
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......................                               $(1,089,380)
                                                                                                          ============
See notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>


FIRST PRAIRIE DIVERSIFIED ASSET FUND
STATEMENT OF CHANGES IN NET ASSETS
                                                                                            YEAR ENDED DECEMBER 31,
                                                                                         -----------------------------
                                                                                              1993            1994
                                                                                         -------------   -------------
<S>                                                                                       <C>             <C>
OPERATIONS:
    Investment income_net...................................................              $  2,500,971    $  2,808,997
    Net realized gain on investments........................................                   625,561         210,291
    Net unrealized appreciation (depreciation) on investments for the year..                 1,377,749      (4,108,668)
                                                                                         -------------   -------------
          NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...                 4,504,281      (1,089,380)
                                                                                         -------------   -------------
NET EQUALIZATION CREDITS--Note 1(e).........................................                    59,053           2,562
                                                                                         -------------   -------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income_net:
      Class A shares........................................................                (2,506,116)     (2,753,670)
      Class B shares........................................................                   ___             (34,937)
    Net realized gain on investments:
      Class A shares........................................................                  (674,754)        (19,340)
      Class B shares........................................................                   ___                (323)
                                                                                         -------------   -------------
          TOTAL DIVIDENDS...................................................                (3,180,870)     (2,808,270)
                                                                                         -------------   -------------
BENEFICIAL INTEREST TRANSACTIONS:
    Net proceeds from shares sold:
      Class A shares........................................................                17,738,182       5,577,372
      Class B shares........................................................                   ___           1,147,965
    Dividends reinvested:
      Class A shares........................................................                 2,955,407       2,307,933
      Class B shares........................................................                   ___              28,168
    Cost of shares redeemed:
      Class A shares........................................................                (4,752,158)    (11,257,088)
      Class B shares........................................................                    ___         (1,127,831)
                                                                                         -------------   -------------
          INCREASE (DECREASE) IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS           15,941,431      (3,323,481)
                                                                                         =============   =============
            TOTAL INCREASE (DECREASE) IN NET ASSETS.........................                17,323,895      (7,218,569)
NET ASSETS:
    Beginning of year.......................................................                34,261,848      51,585,743
                                                                                         -------------   -------------
    End of year (including undistributed investment income_net:
      $110,357 in 1993 and $133,309 in 1994)................................               $51,585,743     $44,367,174
                                                                                         =============   =============

</TABLE>

<TABLE>
<CAPTION>


                                                                                             SHARES
                                                                         --------------------------------------------------
                                                                                    CLASS A                 CLASS B
                                                                         -----------------------------   -------------
                                                                            YEAR ENDED DECEMBER 31,      PERIOD ENDED
                                                                                                          DECEMBER 2,
                                                                         -----------------------------
                                                                             1993             1994            1994(1)
                                                                         -------------   -------------  -------------
<S>                                                                         <C>               <C>              <C>
CAPITAL SHARE TRANSACTIONS:
    Shares sold.............................................                1,371,296          441,901          90,904
    Shares issued for dividends reinvested..................                  226,486          185,739           2,281
    Shares redeemed.........................................                 (365,489)        (903,518)        (93,185)(2)
                                                                         -------------   -------------  -------------
          NET INCREASE (DECREASE) IN SHARES OUTSTANDING.....                1,232,293         (275,878)        ___
                                                                         =============   =============  ==============
- ----------------------------
(1)    From February 8, 1994 (commencement of initial offering) to December 2, 1994.
(2)    Includes 91,228 shares converted to Class A shares on December 2, 1994.
See notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>


FIRST PRAIRIE DIVERSIFIED ASSET FUND
FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of
Beneficial Interest outstanding, total investment return, ratios to average
net assets and other supplemental data for each year indicated. This
information has been derived from the Fund's financial statements.

                                                                  CLASS A SHARES--NOTE 1                    CLASS B SHARES
                                                   ---------------------------------------------------   ------------------
                                                                 YEAR ENDED DECEMBER 31,                    PERIOD ENDED
                                                   ---------------------------------------------------
PER SHARE DATA:                                     1990       1991      1992        1993       1994        DECEMBER 2, 1994(1)
                                                   -------    -------   -------     -------    -------      ------------------
    <S>                                             <C>        <C>       <C>         <C>        <C>               <C>
    Net asset value, beginning of year....          $11.54     $10.79    $12.56      $12.68     $13.11            $13.05
                                                    ------     ------    ------      ------     ------            ------
    INVESTMENT OPERATIONS:
    Investment income_net.................             .86        .83       .79         .72        .73               .51
    Net realized and unrealized gain (loss) on
      investments.........................            (.54)      1.77       .26         .61       (.98)             (.91)
                                                    ------     ------    ------      ------     ------            ------
      TOTAL FROM INVESTMENT OPERATIONS....             .32       2.60      1.05        1.33       (.25)             (.40)
                                                    ------     ------    ------      ------     ------            ------
    DISTRIBUTIONS:
    Dividends from investment income_net..            (.88)      (.83)     (.77)       (.72)      (.72)             (.54)
    Dividends from net realized gain on
      investments.........................            (.19)      --        (.16)       (.18)      (.01)             (.01)
                                                    ------     ------    ------      ------     ------            ------
      TOTAL DISTRIBUTIONS.................           (1.07)      (.83)     (.93)       (.90)      (.73)             (.55)
                                                    ------     ------    ------      ------     ------            ------
    Conversion to Class A shares..........             --        --         --          --         --             (12.10)(2)
                                                    ------     ------    ------      ------     ------            ------
    Net asset value, end of year..........          $10.79     $12.56    $12.68      $13.11     $12.13               --
                                                    ======     ======    ======      ======     ======            ======
TOTAL INVESTMENT RETURN (3)...............            2.94%     24.87%     8.68%      10.70%     (1.92%)           (3.13%)(4)
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets            --         --        .02%        .39%       .63%             1.21%(4)
    Ratio of net investment income to average
      net assets..........................            7.71%      7.04%     6.24%       5.54%      5.77%             4.10%(4)
    Decrease reflected in above expense ratios due
      to  undertakings by the Adviser and
      Administrator (limited to the expense limitation
      provision of the Investment Advisory
      and Administration Agreements)......            2.58%      2.16%     1.86%       1.26%      1.04%              .96%(4)
    Portfolio Turnover Rate...............           29.97%      26.02%   22.14%      16.40%     28.69%            28.69%
    Net Assets, end of year (000's Omitted)         $8,950     $14,038   $34,262     $51,586    $44,367               --
- ----------------------------
(1)    From February 8, 1994 (commencement of initial offering) to December 2, 1994.
(2)    On December 2, 1994 the Fund terminated its offering of Class B shares and converted such shares to Class A.
(3)    Exclusive of sales load.
(4)    Not annualized.
See notes to financial statements.
</TABLE>

FIRST PRAIRIE DIVERSIFIED ASSET FUND
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
    The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. The First National
Bank of Chicago ("Adviser") serves as the Fund's investment adviser. The
Dreyfus Corporation ("Administrator") provides certain administrative
services to the Fund-see Notes 2(a) and 4. Dreyfus Service Corporation, a
wholly-owned subsidiary of the Administrator, acted as the exclusive
distributor of the Fund's shares, until August 24, 1994. Effective August 24,
1994, the Administrator became a direct subsidiary of Mellon Bank, N.A.
    On August 24, 1994, Premier Mutual Fund Services, Inc. (the"Distributor")
was engaged as the Fund's distributor. The Distributor, located at One
Exchange Place, Boston, Massachusetts 02109, is a wholly-owned subsidiary of
Institutional Administration Services, Inc., a provider of mutual fund
administration services, the parent company of which is Boston Institutional
Group, Inc. (see Note 4).
    On October 1, 1993 the Fund's Board of Trustees classified the Fund's
existing shares into Class A shares and authorized an unlimited number of
$.01 par value Class B shares. The Fund began offering Class B shares on
February 8, 1994. Class A shares are subject to a sales charge imposed at the
time of purchase and Class B shares are subject to a contingent deferred
sales charge imposed at the time of redemption on redemptions made within six
years of purchase. Other differences between the two Classes included the
services offered to and the expenses borne by each Class and certain voting
rights. On December 2, 1994 the Fund terminated its offering of Class B
shares and converted such shares to Class A.
    (A) PORTFOLIO VALUATION: Most debt securities (excluding short-term
investments) are valued each business day by an independent pricing service
("Service") approved by the Board of Trustees. Debt securities for which
quoted bid prices are readily available and are representative of the bid
side of the market in the judgement of the Service are valued at the mean
between the quoted bid prices (as obtained by the Service from dealers in
such securities) and asked prices (as calculated by the Service based upon
its evaluation of the market for such securities). Other debt securities are
carried at fair value as determined by the Service, based on methods which
include consideration of: yields or prices of securities of comparable
quality, coupon, maturity and type; indications as to values from dealers;
and general market conditions. Short-term investments are carried at
amortized cost, which approximates value. Other securities are valued at the
average of the most recent bid and asked prices in the market in which such
securities are primarily traded, or at the last sales price for securities
traded primarily on an exchange or the national securities market. In the
absence of reported sales of securities traded primarily on an exchange or
the national securities market, the average of the most recent bid and asked
prices is used. Bid price is used when no asked price is available.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discounts on investments, is recognized on
the accrual basis.
    (C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net are declared and paid monthly.
Dividends from net realized capital gain are normally declared and paid
annually, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code. To
the extent that net realized capital gain can be offset by capital loss
carryovers, if any, it is the policy of the Fund not to distribute such gain.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with

FIRST PRAIRIE DIVERSIFIED ASSET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
the applicable provisions of the Internal Revenue Code, and to make
distributions of taxable income sufficient to relieve it from substantially
all Federal income and excise taxes.
    (E) EQUALIZATION: Prior to February 8, 1994, the Fund followed the
accounting practice known as "equalization" by which a portion of the amounts
received on issuance and paid on redemptions of Fund shares was allocated to
undistributed investment income-net so that undistributed investment
income-net per share is unaffected by Fund shares issued or redeemed.
Effective February 8, 1994, with the commencement of the initial offering of
Class B shares, the Fund ceased following the accounting practice of
equalization.
NOTE 2--INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER TRANSACTIONS
WITH AFFILIATES:
    (A) Fees payable by the Fund pursuant to the provisions of an Investment
Advisory Agreement with the Adviser and an Administration Agreement with the
Administrator are payable monthly based on annual rates of .65 of 1% and .30
of 1%, respectively, of the average daily value of the Fund's net assets. The
agreements further provide that if in any full year the aggregate expenses of
the Fund, excluding taxes, brokerage, interest on borrowings and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the payments to be made
to the Adviser and the Administrator, or the Adviser and the Administrator
will each bear, such excess expense in proportion to their respective fees.
The most stringent state expense limitation applicable to the Fund presently
requires reimbursement of expenses in any full year that such expenses
(exclusive of distribution expenses and certain expenses as described above)
exceed 2 1/2% of the first $30 million, 2% of the next $70 million and 1 1/2%
of the excess over $100 million of the average value of the Fund's net assets
in accordance with California "blue sky" regulations.
    The Adviser and the Administrator had undertaken from January 1, 1994
through September 12, 1994 to reduce the Advisory fee and the Administration
fee paid by, and reimburse such excess expenses of the Fund to the extent
that the Fund's aggregate expenses (excluding certain expenses as described
above) exceeded an annual rate of .50 of 1% average daily net assets and
thereafter had undertaken through September 29, 1994 to reduce the Advisory
fee and Administration fee paid by, and reimburse such excess expenses of the
Fund, to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceeded specified annual percentages of the
Fund's average daily net assets. The Adviser and Administrator has currently
undertaken from September 30, 1994 to waive receipt of Advisory fee and
Administration fee to the extent that the Fund's aggregate annual expenses
exceed 1% of the Funds average daily net assets. Pursuant to such
undertakings, the Adviser and the Administrator reimbursed the Fund $259,250
and $119,654, respectively.
    First Chicago Investment Services, Inc. ("FCIS"), an affiliate of the
Adviser, retained $80,008 during the year ended December 31, 1994 from
commissions earned on sales of the Fund's Class A shares.
    No amounts were retained by the Distributor during the year ended
December 31, 1994 from contingent deferred sales charges imposed upon
redemptions of the Fund's Class B shares.
    (B) Under the Distribution Plan ("Class B Distribution Plan") adopted
pursuant to Rule 12b-1 under the Act, effective February 8, 1994, the Fund
pays for advertising, marketing and distributing Class B shares, at an annual
rate of .75 of 1% of the value of the Fund's Class B shares average daily net
assets. Under the Distribution Plan, the Fund may make payments to Service
Agents, including FCIS and the Distributor, in respect of these services. The
Fund determines the amounts to be paid to Service Agents. Service Agents
receive such fees in respect of the average daily value of Class B shares
owned by their clients.

FIRST PRAIRIE DIVERSIFIED ASSET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    Prior to February 8, 1994, the Fund's Service Plan ("prior Service Plan")
provided that the Fund pay for costs and expenses in connection with
advertising, and marketing shares of the Fund and payments made to one or
more Service Agents (which may include the Advisor, Administrator and the
Distributor) based on the value of the Fund's shares owned by clients of the
Service Agent. These advertising and marketing expenses and fees of the
Service Agents may not exceed an annual rate of .30 of 1% of the Funds
average daily net assets. The prior Service Plan also provided for the Fund
to bear the costs of preparing, printing and distributing certain of the
Fund's prospectuses and statements of additional information and costs
associated with implementing and operating the Plan, not to exceed the
greater of $100,000 or .005 of 1% of the Fund's average daily net assets for
any full fiscal year.
    During the year ended December 31, 1994, $16,654 was charged to the Fund
pursuant to the prior Service Plan. From February 8, 1994 through December 2,
1994 $4,752 was charged pursuant to the Class B Distribution Plan, of which
$4,752 was waived pursuant to an undertaking.
    (C) Under the Shareholder Services Plan, effective February 8, 1994, the
Fund pays Service Agents (which may include the Adviser, the Administrator
and the Distributor), at an annual rate of up to .25 of 1% of the value of
the Fund's average daily net assets of Class A and Class B share for
servicing shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. For the year
ended December 31, 1994, $123,125 and $1,584 were charged to the Class A and
Class B shares, respectively, pursuant to the Shareholder Services Plan, of
which all was waived pursuant to an undertaking.
    (D) Prior to August 24, 1994, certain officers and trustees of the Fund
were "affiliated persons," as defined in the Act, of the Adviser or the
Dreyfus Service Corporation. Each trustee who is not an "affiliated person"
receives an annual fee of $1,500 and an attendance fee of $250 per meeting.
NOTE 3--SECURITIES TRANSACTIONS:
    The aggregate amount of purchases and sales of investment securities,
other than short-term securities, during the year ended December 31, 1994
amounted to $13,385,118 and $12,913,372, respectively.
    At December 31, 1994, accumulated net unrealized depreciation on
investments was $1,123,492, consisting of $1,861,358 gross unrealized
appreciation and $2,984,850 gross unrealized depreciation.
    At December 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 4--SUBSEQUENT EVENTS:
    As of January 1, 1995, the Fund's investment adviser is First Chicago
Investment Management Company ("FCIMCO"), a newly formed registered
investment adviser and a wholly-owned subsidiary of the Adviser. Effective
January 31, 1995, the Fund entered into a new administration agreement with
FCIMCO. In addition, effective January 31, 1995, FCIMCO entered into a master
sub-administration agreement with Concord Holding Corporation ("Concord")
pursuant to which FCIMCO will pay Concord a portion of its administration fee
in consideration of Concord's providing administrative services to the
Fund.  From January 17, 1995 through January 31, 1995, Concord also served as
the Fund's administrator. The Fund has agreed to pay FCIMCO a monthly advisory
and administration fee at the annual rate of .65 and .15 of 1%, of
the value of the Fund's average daily net assets, respectively.
    The Fund entered into a new distribution agreement with Concord Financial
Group, Inc., a wholly-owned subsidiary of Concord which became effective
January 17, 1995.
FIRST PRAIRIE DIVERSIFIED ASSET FUND
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
FIRST PRAIRIE DIVERSIFIED ASSET FUND
    We have audited the accompanying statement of assets and liabilities of
First Prairie Diversified Asset Fund, including the statement of investments,
as of December 31, 1994, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two years
in the period then ended, and financial highlights for each of the years
indicated therein. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
    In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of First Prairie Diversified Asset Fund, at December 31, 1994, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.



                                  (Ernst & Young LLP Signature Logo)
New York, New York
February 10, 1995


IMPORTANT TAX INFORMATION (UNAUDITED)
    For Federal tax purposes the Fund hereby designates $.005 per share as a
long-term capital gain distribution paid on July 1, 1994.



FIRST PRAIRIE
DIVERSIFIED ASSET FUND
200 PARK AVENUE
NEW YORK, NY 10166
INVESTMENT ADVISER
THE FIRST NATIONAL BANK
OF CHICAGO
THREE FIRST NATIONAL PLAZA
CHICAGO, IL 60670
ADMINISTRATOR
THE DREYFUS CORPORATION
200 PARK AVENUE
NEW YORK, NY 10166
CUSTODIAN
THE BANK OF NEW YORK
90 WASHINGTON STREET
NEW YORK, NY 10286
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
THE SHAREHOLDER SERVICES GROUP, INC.
P.O. BOX 9671
PROVIDENCE, RI 02940

Further information is contained
in the Prospectus, which must
precede or accompany this report.

Printed in U.S.A.                         372/367AR9412

FIRST
(First Prairie Logo)
PRAIRIE
DIVERSIFIED
ASSET FUND

ANNUAL REPORT
DECEMBER 31, 1994



















 COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
 IN FIRST PRAIRIE DIVERSIFIED ASSET FUND
 WITH THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE
 INDEX AND THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND
 INDEX
 EXHIBIT A:
 _________________________________________________________________
|             |    STANDARD    |LEHMAN BROTHERS|  FIRST PRAIRIE  |
|   PERIOD    |  & POOR'S 500  |  GOVERNMENT/  |   DIVERSIFIED   |
|             | COMPOSITE STOCK|   CORPORATE   |   ASSET FUND    |
|             |  PRICE INDEX * | BOND INDEX**  |(Class A Shares) |
|-------------| ---------------|---------------|-----------------|
|   1/23/86   |         10,000 |        10,000 |           9,551 |
|  12/31/86   |         11,800 |        11,494 |          10,849 |
|  12/31/87   |         12,420 |        11,757 |          10,662 |
|  12/31/88   |         14,476 |        12,649 |          12,558 |
|  12/31/89   |         19,055 |        14,449 |          14,954 |
|  12/31/90   |         18,462 |        15,646 |          15,394 |
|  12/31/91   |         24,075 |        18,169 |          19,222 |
|  12/31/92   |         25,907 |        19,547 |          20,890 |
|  12/31/93   |         28,513 |        21,703 |          23,126 |
|  12/31/94   |         28,889 |        20,941 |          22,683 |
|----------------------------------------------------------------|


*Source: Lipper Analytical Services, Inc.
**Source: Lehman Brothers



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