<PAGE> 1
First Prairie Diversified Asset Fund
125 West 55th Street
New York, New York 10019
Via EDGAR
May 31, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W
Washington, D.C. 20549
Re: Rule 24f-2 Notice for First Prairie Diversified Asset
Fund FILE NOS. 2- 95547; 811-4210.
Ladies & Gentlemen:
This notice is filed on behalf of the First Prairie Diversified Asset
Fund (the "Fund") pursuant to Rule 24f-2 under the Investment Company Act of
1940. In March 1995, the Fund transferred all of its assets to another
investment company; consequently; this is the Fund's final Rule 24f-2 Notice.
1. Fiscal period for which this Notice is filed : January 1, 1995
through the transfer date of the Fund's assets to a series of Prairie Funds in
March 1995.
2. Number of shares registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 which remained unsold on January 1,
1995: 0
3. Number of shares registered under the Securities Act of 1933 for
the period ended on the date of transfer in March 1995 other than pursuant to
Rule 24f-2: 0
4. Total number of shares sold during the period January 1, 1995
through the date the Fund transferred its assets in March 1995: 18,748.112
5. Total number of shares sold* for the period from January 1, 1995
through the date the Fund transferred its assets in March 1995 in reliance upon
Rule 24f-2: 18,748.112
- ----------
*CALCULATION OF FEE
<TABLE>
<CAPTION>
SHARES AGGREGATE $ AMOUNT
------ ------------------
<S> <C> <C>
Shares sold: 18,748.112 $ 230,845.44
Shares redeemed: 0 0
Net of Sales for calculation of Fee: 18,748.112 $ 230,845.44
Fee at 1/29 of 1% = $79.60
</TABLE>
The minimum Registration Fee of $100.00 has been wired to the Securities and
Exchange Commission's account at Mellon Bank. Also transmitted herewith is the
required Opinion of Counsel.
Very truly yours,
/s/ Linda Mahon
Assistant Secretary
cc: D. Stephens (Stroock & Stroock & Lavan)
<PAGE> 2
EXHIBIT INDEX
Exhibit 99.5 - Opinion of Stroock & Stroock & Lavan
<PAGE> 1
[STROOCK & STROOCK & LAVAN LETTERHEAD]
May 25, 1995
First Prairie Diversified Asset Fund
c/o Concord Financial Group, Inc.
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter
is in response to your request for our opinion in connection with
the filing by you of a "Rule 24f-2 Notice" pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
In such notice you have reported the sale during the period from
January 1, 1995 through March 3, 1995 (the date the Fund
transferred all of its assets to another investment company) of
an aggregate of 18,748.112 of your shares (the "Shares").
We have acted as counsel to the Fund since its organization and
in connection with the filing by the Fund of a registration
statement, and amendments thereto, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
In so acting, we have examined a copy of the Fund's charter
documents, the Rule 24f-2 Notice, the original or reproduced or
certified copies of all such records of the Fund, agreements,
certificates of officers and representatives of the Fund and
others, and such other documents, papers, statutes and
authorities as we deemed necessary to form a basis for the
opinion hereinafter expressed. As to matters of fact relevant to
such opinion, we have relied upon the Rule 24f-2 Notice and
statements and certificates of officers and representatives of
the Fund and others. We have assumed the genuineness of all
signatures and the conformity to the original documents of the
copies of documents supplied to us as originals or reproduced
copies.
Based upon the foregoing, we are of the opinion that the Shares
referred to in the Rule 24f-2 Notice were validly issued, fully
paid and non-assessable by the Fund.
<PAGE> 2
First Prairie Diversified Asset Fund
Page 2
We consent to the filing of this opinion with the Rule 24f-2
Notice referred to above. In giving such permission, we do not
admit hereby that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
