File No. 2-95546
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 14 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 14 [X]
(Check appropriate box or boxes.)
FIRST PRAIRIE MONEY MARKET FUND
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
____immediately upon filing pursuant to paragraph (b) of Rule 485
_X___on April 11, 1994 pursuant to paragraph (b) of Rule 485
____60 days after filing pursuant to paragraph (a) of Rule 485
____on (date) pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite number of shares of its
Beneficial Interest under the Securities Act of 1933 pursuant to Section
24(f) of the Investment Company Act of 1940. Registrant's Rule 24f-2
Notice for the fiscal year ended December 31, 1993 was filed on February
16, 1994 for the Money Market Series and February 17, 1994 for the
Government Series.
FIRST PRAIRIE MONEY MARKET FUND
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 9, 42
5 Management of the Fund 21
6 Capital Stock and Other Securities 42
7 Purchase of Securities Being Offered 24
8 Redemption or Repurchase 33
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
_________
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-20
13 Investment Objectives and Policies B-2
14 Management of the Fund B-6
15 Control Persons and Principal B-8
Holders of Securities
16 Investment Advisory and Other B-8
Services
_______________________
NOTE: * Omitted since answer is negative or inapplicable.
FIRST PRAIRIE MONEY MARKET FUND
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ ____
17 Brokerage Allocation B-19
18 Capital Stock and Other Securities B-20
19 Purchase, Redemption and Pricing B-11, 13 & 17
of Securities Being Offered
20 Tax Status *
21 Underwriters B-11
22 Calculations of Performance Data B-19
23 Financial Statements B-24
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-4
28 Business and Other Connections of C-5
the Manager
29 Principal Underwriters C-8
30 Location of Accounts and Records C-16
31 Management Services C-16
32 Undertakings C-16
________________________
NOTE: * Omitted since answer is negative or inapplicable.
April 11, 1994
FIRST PRAIRIE MONEY MARKET FUND
Supplement to Prospectus
Dated April 11, 1994
The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled "Management
of the Fund."
The Dreyfus Corporation ("Dreyfus") has entered into an Agreement and
Plan of Merger providing for the merger of Dreyfus with a subsidiary of
Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of Dreyfus and of Mellon. The merger is
expected to occur in mid-1994, but could occur significantly later.
<PAGE>
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FIRST
[LOGO] PRAIRIE
FUNDS
First Prairie
Money Market Fund
MONEY MARKET SERIES AND GOVERNMENT SERIES
PROSPECTUS
The First National Bank of Chicago
MANAGER
Dreyfus Service Corporation
DISTRIBUTOR
Prospectus begins on page one.
[ART]
<PAGE>
FIRST
[LOGO] PRAIRIE
FUNDS
First Prairie
Money Market Fund
MONEY MARKET SERIES AND GOVERNMENT SERIES
- --------------------------------------------------------------------------------
PROSPECTUS --April 11, 1994
First Prairie Money Market Fund (the "Fund") is an open-end, diversified,
management investment company, known as a money market mutual fund. Its goal is
to provide investors with as high a level of current income as is consistent
with the preservation of capital and the maintenance of liquidity.
The Fund permits investors to invest in two separate portfolios, the Money
Market Series and the Government Series. The Money Market Series invests in
short-term money market instruments consisting of securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, bank
obligations, repurchase agreements, commercial paper and other corporate
obligations. The Government Series invests only in short-term securities issued
or guaranteed as to principal and interest by the U.S. Government and repurchase
agreements in respect thereof.
Investors can invest, reinvest or redeem shares at any time without charge
or penalty imposed by the Fund.
The First National Bank of Chicago (the "Manager") serves as the Fund's
investment adviser. Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of The Dreyfus Corporation, serves as the Fund's
distributor.
The Fund bears certain costs of advertising, administration and/or
distribution pursuant to a plan adopted in accordance with Rule 12b-1 under the
Investment Company Act of 1940.
An investment in the Fund is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Series will be able to maintain a
stable net asset value of $1.00 per share. The Fund's shares are not deposits or
obligations of, or guaranteed by, the Manager or any of its affiliates or any
bank, and are not insured by the Federal Deposit Insurance Corporation ("FDIC"),
the Federal Reserve Board or any other agency. The Fund's shares involve certain
investment risks, including the possible loss of principal. The Fund's yield
fluctuates and is not guaranteed.
----------
This Prospectus sets forth concisely information about the Fund that an investor
should know before investing. It should be read and retained for future
reference.
Part B (also known as the Statement of Additional Information), dated
April 11, 1994, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters which may be of
interest to some investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For a free copy, write to
the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
toll free 1-800-346-3621. When telephoning, ask for Operator 666.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PAGE 1
<PAGE>
Table of Contents
<TABLE>
<S> <C>
Annual Fund Operating Expenses................ 3
Condensed Financial Information............... 4
Highlights.................................... 6
Yield Information............................. 9
Description of the Fund....................... 9
Management of the Fund........................ 21
How to Buy Fund Shares........................ 24
Shareholder Services.......................... 28
How to Redeem Fund Shares..................... 33
Service Plan.................................. 38
Dividends, Distributions and Taxes............ 40
General Information........................... 42
</TABLE>
PAGE 2
<PAGE>
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
MONEY MARKET GOVERNMENT
SERIES SERIES
- -------------------------------------------------------------------
<S> <C> <C>
Management Fees .55% .55%
12b-1 Fees (distribution and servicing) .25% .25%
Other Expenses .19% .08%
Total Series Operating Expenses .99% .88%
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
EXAMPLE
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return and
(2) redemption at the end of each
time period: 1 YEAR $ 10 $ 9
3 YEARS $ 32 $ 28
5 YEARS $ 55 $ 49
10 YEARS $121 $108
</TABLE>
- --------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE
THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE SERIES' ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
- --------------------------------------------------------------------------------
The purpose of the foregoing table is to assist investors in
understanding the various costs and expenses borne by each
Series, and therefore indirectly by investors, the payment of
which will reduce investors' return on an annual basis.
Long-term investors could pay more in 12b-1 fees than the
economic equivalent of paying a front-end sales charge. The
information in the foregoing table does not reflect any fee
waiver or expense reimbursement arrangements that may be in
effect. The Manager, affiliates of the Manager and certain
Service Agents (as defined below) may charge their clients
direct fees for effecting transactions in Series shares; such
fees are not reflected in the foregoing table. See
"Management of the Fund," "How to Buy Fund Shares" and
"Service Plan."
PAGE 3
<PAGE>
Condensed Financial
Information
The information in the following tables has been
audited by Ernst & Young, the Fund's independent
auditors, whose report thereon appears in the
Statement of Additional Information. Further
financial data and related notes are included in
the Statement of Additional Information, available
upon request.
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 the Money Market Series for
each year indicated. This information has been derived from information provided
in the Fund's financial statements.
<TABLE>
<CAPTION>
Money Market Series
Year Ended December 31,
-----------------------------------------------------------------------------
1986(1) 1987 1988 1989 1990 1991 1992 1993
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $1.0000 $1.0000 $ .9999 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
------- ------- ------- ------- ------- ------- ------- -------
INVESTMENT
OPERATIONS:
Investment
income--net .0552 .0585 .0679 .0842 .0734 .0543 .0313 .0274
Net realized gain
(loss) on
investments -- (.0001) .0001 -- -- -- -- .0001
------- ------- ------- ------- ------- ------- ------- -------
TOTAL FROM
INVESTMENT
OPERATIONS .0552 .0584 .0680 .0842 .0734 .0543 .0313 .0275
------- ------- ------- ------- ------- ------- ------- -------
DISTRIBUTIONS:
Dividends from
investment
income--net (.0552) (.0585) (.0679) (.0842) (.0734) (.0543) (.0313) (.0274)
Dividends from net
realized gain on
investments -- -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
TOTAL
DISTRIBUTIONS (.0552) (.0585) (.0679) (.0842) (.0734) (.0543) (.0313) (.0274)
------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end
of year $1.0000 $ .9999 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0001
------- ------- ------- ------- ------- ------- ------- -------
TOTAL INVESTMENT
RETURN 6.26%(2) 6.01% 7.01% 8.75% 7.59% 5.57% 3.18% 2.77%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets .88%(2) .96% .98% .95% .96% .97% .98% .94%
Ratio of net
investment income
to average net
assets 5.73%(2) 5.82% 6.82% 8.34% 7.33% 5.42% 3.17% 2.73%
Decrease reflected
in above expense
ratios due to
expense
reimbursements .23%(2) .03% .01% -- -- -- -- .05%
Net Assets, end of
year (000's
omitted) $174,024 $128,485 $159,814 $355,260 $414,258 $456,791 $260,865 $162,623
<FN>
- ------------------------
(1) From February 5, 1986 (commencement of operations) to December 31, 1986.
(2) Annualized.
</TABLE>
PAGE 4
<PAGE>
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 the Government Series for
each year indicated. This information has been derived from information provided
in the Fund's financial statements.
<TABLE>
<CAPTION>
Government Series
Year Ended December 31,
-------------------------------------------------------------------------------
1987(1) 1988 1989 1990 1991 1992 1993
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year $1.0000 $1.0004 $1.0001 $1.0000 $1.0000 $1.0000 $1.0000
------- ------- ------- ------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income--net .0409 .0652 .0811 .0715 .0498 .0283 .0249
Net realized gain
(loss)
on investments .0004 -- -- -- -- -- (.0001)
------- ------- ------- ------- ------- ------- -------
TOTAL FROM
INVESTMENT
OPERATIONS .0413 .0652 .0811 .0715 .0498 .0283 .0248
------- ------- ------- ------- ------- ------- -------
DISTRIBUTIONS:
Dividends from
investment
income--net (.0409) (.0652) (.0811) (.0715) (.0498) (.0283) (.0249)
Dividends from net
realized gain on
investments -- (.0003) (.0001) -- -- -- --
------- ------- ------- ------- ------- ------- -------
TOTAL
DISTRIBUTIONS (.0409) (.0655) (.0812) (.0715) (.0498) (.0283) (.0249)
------- ------- ------- ------- ------- ------- -------
Net asset value, end
of year $1.0004 $1.0001 $1.0000 $1.0000 $1.0000 $1.0000 $ .9999
------- ------- ------- ------- ------- ------- -------
TOTAL INVESTMENT
RETURN 6.21%(2) 6.75% 8.43% 7.39% 5.10% 2.87% 2.52%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets .56%(2) .80% .93% .93% .90% .91% .74%
Ratio of net
investment income to
average net assets 6.11%(2) 6.56% 8.05% 7.09% 4.97% 2.87% 2.48%
Decrease reflected in
above expense ratios
due to expense
reimbursements .42%(2) .17% .02% -- -- -- .14%
Net Assets, end of
year (000's omitted) $99,904 $141,348 $272,578 $777,257 $990,897 $548,733 $154,613
<FN>
- ------------------------
(1) From May 1, 1987 (commencement of operations) to December 31, 1987.
(2) Annualized.
</TABLE>
PAGE 5
<PAGE>
Highlights
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus.
THE FUND The Fund is an open-end, management investment company, known as a
money market mutual fund.
INVESTMENT OBJECTIVE The Fund's goal is to provide investors with as high a
level of current income as is consistent with the preservation of capital and
the maintenance of liquidity.
THE SERIES The Fund permits investors to invest in two separate portfolios: the
Money Market Series and the Government Series.
MANAGEMENT POLICIES Each Series seeks to maintain a stable net asset value of
$1.00 per share for purchases and redemptions. There can be no assurance that it
will be able to do so.
In accordance with Rule 2a-7 under the Investment Company Act of 1940,
each Series will maintain a dollar-weighted average portfolio maturity of 90
days or less, and purchase only instruments with remaining maturities of 13
months or less.
MONEY MARKET SERIES The Money Market Series invests in short-term money market
instruments, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, bank obligations, repurchase agreements,
commercial paper and other corporate obligations. During normal market
conditions, at least 25% of the Money Market Series' assets will be invested in
bank obligations.
The Series will purchase only instruments which are rated in one of the
two highest rating categories by at least two nationally recognized independent
rating agencies, or of comparable quality, in accordance with Rule 2a-7.
GOVERNMENT SERIES The Government Series invests only in short-term securities
issued or guaranteed as to principal and interest by the U.S. Government, and
repurchase agreements in respect of such securities.
PAGE 6
<PAGE>
MANAGER AND MANAGEMENT FEE The First National Bank of Chicago ("Manager") is the
Fund's investment adviser.
The Fund has agreed to pay the Manager a monthly fee at the annual rate
of .55 of 1% of the value of each Series' average daily net assets.
SALES CHARGES AND EXPENSES Investors may invest, reinvest or redeem shares at
any time without charge or penalty imposed by the Fund.
All expenses incurred in the operation of the Fund are borne by the Fund,
including taxes, interest, brokerage fees and investment advisory fees.
Shareholders also bear certain costs of administration and/or distribution
pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940, as more fully described under "Service Plan."
HOW TO BUY FUND SHARES Orders for the purchase of shares may be placed through a
number of institutions including the Manager, the Distributor and affiliates of
the Manager including First Chicago Investment Services, Inc., a registered
broker-dealer, and certain other banks, securities dealers and other industry
professionals, such as investment advisers, accountants and estate planning
firms (collectively, "Service Agents").
The minimum initial investment is $1,000 ($250 for IRAs and other
personal retirement plans). All subsequent investments must be at least $100.
See "How to Buy Fund Shares."
SHAREHOLDER SERVICES The Fund offers its shareholders certain services and
privileges including: Exchange Privilege, Auto-Exchange Privilege, Automatic
Asset Builder, Government Direct Deposit Privilege, Dividend Sweep Privilege,
Automatic Withdrawal Plan and TeleTransfer Privilege. (Certain services and
privileges may not be available through all Service Agents.)
FREE CHECKWRITING Investors may request on the Account Application that the Fund
provide Redemption Checks drawn on the Fund's account. Redemption Checks may be
made payable to any person in the amount of $500 or more. There is no charge for
this service.
PAGE 7
<PAGE>
MONTHLY DIVIDENDS The Fund ordinarily declares dividends from each Series' net
investment income daily. Dividends are usually paid on the last calendar day of
each month, and are automatically reinvested in additional shares unless the
investor elects payment in cash.
HOW TO REDEEM FUND SHARES Generally, investors should contact their
representatives at the Manager or appropriate Service Agent for redemption
instructions.
Investors who are not clients of the Manager or a Service Agent may
redeem Fund shares by written request, through the Wire Redemption Privilege,
through the Telephone Redemption Privilege or through the TeleTransfer
privilege.
See "How to Redeem Fund Shares."
RISKS AND SPECIAL CONSIDERATIONS Moneys invested in the Fund are not bank
deposits or obligations of, or guaranteed by, the Manager or any of its
affiliates and are not insured by the FDIC or any other governmental agency.
There can be no assurance the Series will be able to maintain a stable
net asset value of $1.00 per share.
Since the Money Market Series' portfolio may contain securities issued by
foreign banks, the Series may be subject to additional investment risks that are
different from those incurred by a fund which invests only in U.S. domestic
securities.
See "Descriptions of the Fund--Risk Factors Relating to the Money Market
Series."
PAGE 8
<PAGE>
Yield Information
From time to time, each Series advertises its yield and effective yield. Both
yield figures are based on historical earnings and are not intended to indicate
future performance. It can be expected that these yields will fluctuate
substantially. The yield of a Series refers to the income generated by an
investment in such Series over a seven-day period (which period will be stated
in the advertisement). This income is then annualized. That is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly, but, when annualized, the income
earned by an investment in the Series is assumed to be reinvested. The effective
yield will be slightly higher than the yield because of the compounding effect
of this assumed reinvestment. Each Series' yield and effective yield may reflect
absorbed expenses pursuant to any undertaking that may be in effect. See
"Management of the Fund."
"Yield" refers to the Series' income over a
7-day period, which is then annualized.
"Effective yield" assumes that income is
reinvested; it will be slightly higher
than "yield" because of the effect of
compounding reinvested income.
Yield information is useful in reviewing a Series' performance, but
because yields will fluctuate, under certain conditions such information may not
provide a basis for comparison with domestic bank deposits, other investments
which pay a fixed yield for a stated period of time, or other investment
companies which may use a different method of computing yield.
Yields fluctuate, so this information
may not be directly comparable to bank
deposits or other investments which
pay a fixed yield for a stated period
of time.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate MonitorTM, N. Palm Beach, Fla. 33408,
IBC/Donoghue's Money Fund Report, Morningstar, Inc. and other industry
publications.
Description of the Fund
GENERAL The Fund is a "series fund," which is a mutual fund divided into
separate portfolios. Each portfolio is treated as a separate entity for certain
matters under the Investment Company Act of 1940 and for other purposes, and a
shareholder of one Series is not deemed to be a shareholder of any other
PAGE 9
The Fund is a "series fund" currently
offering two portfolios the Money Market
Series and the Government Series.
<PAGE>
Series. As described below, for certain matters Fund shareholders vote together
as a group: as to others they vote separately by Series.
INVESTMENT OBJECTIVE The Fund's goal is to provide investors with as high a
level of current income as is consistent with the preservation of capital and
the maintenance of liquidity. The Fund's investment objective cannot be changed
without approval by the holders of a majority (as defined in the Investment
Company Act of 1940) of the Fund's outstanding voting shares. There can be no
assurance that the Fund's investment objective will be achieved. Securities in
which the Series invest may not earn as high a level of current income as
long-term or lower quality securities which generally have less liquidity,
greater market risk and more fluctuation in market value.
The Fund's goal is to provide as
high a level of current income as is
consistent with preservation of capital
and maintenance of liquidity.
MANAGEMENT POLICIES Each Series seeks to maintain a net asset value of $1.00 per
share for purchases and redemptions. To do so, the Fund uses the amortized cost
method of valuing each Series' securities pursuant to Rule 2a-7 under the
Investment Company Act of 1940, certain requirements of which are summarized
below. There can be no assurance that the Series will be able to maintain a
stable net asset value of $1.00 per share.
Each Series seeks to maintain a
net asset value of $1.00 per share for
purchases and redemptions. There can be
no assurance it will be able to do so.
In accordance with Rule 2a-7, each Series will maintain a dollar-weighted
average portfolio maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in U.S. dollar
denominated securities determined in accordance with procedures established by
the Board of Trustees to present minimal credit risks and, with respect to the
Money Market Series only, which are rated in one of the two highest rating
categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the instrument
was rated by only one such organization) or, if unrated, are of comparable
quality as determined in accordance with procedures established by the Board of
Trustees. The nationally recognized statistical rating organizations currently
rating instruments of the type the Money Market Series may purchase are Moody's
Investors Service, Inc., Standard & Poor's Corporation, Duff & Phelps, Inc.,
Fitch Investors Service, Inc., IBCA Limited and
PAGE 10
<PAGE>
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria are described in
the Appendix to the Fund's Statement of Additional Information. This discussion
concerning investment ratings and rating organizations does not apply to the
Government Series because it invests exclusively in securities issued or
guaranteed by the U.S. Government and repurchase agreements in respect thereof.
For further information regarding the amortized cost method of valuing
securities, see "Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
MONEY MARKET SERIES The Money Market Series invests in short-term money market
obligations, including securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, certificates of deposit, time deposits,
bankers' acceptances and other short-term obligations issued by domestic banks,
foreign branches of domestic banks, foreign subsidiaries of domestic banks and
domestic and foreign branches of foreign banks, repurchase agreements, and high
quality commercial paper and other short-term corporate obligations, including
those with floating or variable rates of interest. In addition, the Money Market
Series is permitted to lend portfolio securities and enter into reverse
repurchase agreements to the extent described below. During normal market
conditions, at least 25% of the Money Market Series' assets will be invested
in bank obligations, including obligations of foreign banks and branches
described above.
The Money Market Series invests in
short-term money market obligations.
The Money Market Series will not invest more than 5% of its total assets
in the securities (including the securities collateralizing a repurchase
agreement) of, or subject to puts issued by, a single issuer, except that (i)
the Series may invest more than 5% of its total assets in a single issuer for a
period of up to three business days in certain limited circumstances, (ii) the
Series may invest in obligations issued or guaranteed by the U.S. Government
without any such limitation, and (iii) the limitation with respect to puts does
not apply to unconditional puts if no more than 10% of the Series' total assets
is invested in securities issued or guaranteed by the issuer of the
unconditional put. Investments in rated securities not rated in the highest
category by at least two rating organizations (or one rating organization if the
instrument was rated by only one such organization), and unrated securities not
determined by
PAGE 11
<PAGE>
the Board of Trustees to be comparable to those rated in the highest category,
will be limited to 5% of the Money Market Series' total assets, with the
investment in any one such issuer being limited to no more than the greater of
1% of the Series' total assets or $1,000,000. As to each security, these
percentages are measured at the time the Money Market Series purchases the
security.
THE GOVERNMENT SERIES The Government Series invests only in short-term
securities issue or guaranteed as to principal and interest by the U.S.
Government and repurchase agreements in respect to such securities.
The Government Series invests only in
short-term securities issued or guaranteed
by the U.S. Government and repurchase
agreements in respect of such securities.
PORTFOLIO SECURITIES Securities issued or guaranteed by the
U.S. Government include U.S. Treasury securities, which differ
only in their interest rates, maturities and times of issuance.
The Money Market Series and the Government Series may
invest in Treasury Bills, Treasury Notes and Treasury Bonds,
Treasury Bills have initial maturities of one year or less; Treasury
Notes have have initial maturities of one to ten years; and
Treasury Bonds generally have initial maturities of greater than
ten years. The Government Series and the Money Market
Series also may invest in other securities issued or guaranteed
by the U.S. Government, examples of which are Government
National Mortgage Association or Small Business Administration
pass-through certificates and instruments issued by the
United States Maritime Administration. Such securities are
supported by the full faith and credit of the U.S. Treasury.
The Money Market Series and the
Government Series may invest in
Treasury Bills, Treasury Notes
and Treasury Bonds.
In addition, the Money Market Series may invest in obligations issued or
guaranteed by U.S. Government agencies and instrumentalities. Some of these
obligations, such as those of the Federal Home Loan Banks, are supported by the
right of the issuer to borrow from the U.S. Treasury; others, such as those
issued by the Federal National Mortgage Association, by discretionary authority
of the U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student Loan Marketing
Association, only by the credit of the agency or instrumentality. These
securities bear fixed, floating or variable rates of interest. Interest may
fluctuate based on generally recognized reference rates or the relationship of
rates. While the U.S. Government provides financial support to such U.S.
Government-sponsored
The Money Market Series also may invest in
securities of U.S. Government agencies and
instrumentalities such as FHLB, FNMA and SLMA.
PAGE 12
<PAGE>
agencies and instrumentalities, no assurance can be given that it will always do
so, since it is not so obligated by law. The Money Market Series will invest in
such securities only when it is satisfied that the credit risk with respect to
the issuer is minimal.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate. The Fund
will invest in time deposits of banks that have total assets in excess of one
billion dollars. Time deposits which may be held by the Fund will not benefit
from insurance from the Bank Insurance Fund or the Savings Association Insurance
Fund administered by the FDIC.
The Money Market Series also invests in
various bank deposit products such as
CDs, time deposits and bankers' acceptances.
Bankers' acceptances are credit instruments evidencing the obligation of
a bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity. The short-term obligations may include uninsured,
direct obligations bearing fixed, floating or variable interest rates.
Repurchase agreements involve the acquisition by a Series of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Series to resell, the instrument at a fixed price, usually
not more than one week after its purchase. The Fund's custodian or sub-custodian
will have custody of, and will hold in a segregated account, securities acquired
by a Series under a repurchase agreement. Repurchase agreements are considered
by the staff of the Securities and Exchange Commission to be loans by the Series
which enters into them. In an attempt to reduce the risk of incurring a loss on
a repurchase agreement, the Government Series will enter into repurchase
agreements only with selected registered or unregistered securities dealers or
banks with total assets in excess of one billion dollars, with respect to
securities of the type in which the Government Series may invest; and the Money
Market Series will enter into repurchase agreements only with domestic banks
with total assets in excess of one billion dollars or primary government
securities dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which the Money Market Series may
Each Series may only enter into repurchase
agreements when the Fund's custodian
or sub-custodian has custody of the
underlying collateral.
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<PAGE>
invest. Each Series will require that additional securities be deposited with it
if the value of the securities purchased should decrease below resale price. The
Manager will monitor on an ongoing basis the value of the collateral to assure
that it always equals or exceeds the repurchase price. Certain costs may be
incurred in connection with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
securities, realization on the securities by a Series may be delayed or limited.
Each Series will consider on an ongoing basis the creditworthiness of the
institutions with which it enters into repurchase agreements.
Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper purchased by the
Money Market Series will consist only of direct obligations. The other corporate
obligations in which the Money Market Series may invest consist of high quality,
short-term fixed, floating and variable rate notes and bonds issued by
corporations.
The Money Market Series also may purchase floating and variable rate
demand notes and bonds, which are obligations ordinarily having stated
maturities in excess of 13 months, but which permit the holder to demand payment
of principal at any time, or at specified intervals not exceeding 13 months, in
each case upon not more than 30 days' notice. Variable rate demand notes include
master demand notes which are obligations that permit the Series to invest
fluctuating amounts, which may change daily without penalty, pursuant to direct
arrangements between the Series, as lender, and the borrower. The interest rates
on these notes fluctuate from time to time. The issuer of such obligations
ordinarily has a corresponding right, after a given period, to prepay in its
discretion the outstanding principal amount of the obligations plus accrued
interest upon a specified number of days' notice to the holders of such
obligations. The interest rate on a floating rate demand obligation is based on
a known lending rate, such as a bank's prime rate, and is adjusted automatically
each time such rate is adjusted. The interest rate on a variable rate demand
obligation is adjusted automatically at specified intervals. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks.
PAGE 14
<PAGE>
Because these obligations are direct lending arrangements between the lender and
the borrower, it is not contemplated that such instrument generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value. Accordingly, where
these obligations are not secured by letters of credit or other credit support
arrangements, the Money Market Series' right to redeem is dependent on the
ability of the borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies and the Money
Market Series may invest in obligations which are not so rated only if the
Manager determines at the time of investment that the obligations are of
comparable quality to the other obligations in which the Money Market Series may
invest. The Manager, on behalf of the Money Market Series, will consider on an
ongoing basis the creditworthiness of the issuers of the floating and variable
rate demand obligations in the Money Market Series' portfolio. The Money Market
Series will not invest more than 10% of the value of its net assets in floating
or variable rate demand obligations as to which the Series cannot exercise the
demand feature on not more than seven days' notice if there is no secondary
market available for these obligations, and in other illiquid securities.
The Money Market Series may purchase from financial institutions
participation interests in securities in which such Series may invest. A
participation interest gives the Money Market Series an undivided interest in
the security in the proportion that the Money Market Series' participation
interest bears to the total principal amount of the security. These instruments
may have fixed, floating or variable rates of interest, with remaining
maturities of 13 months or less. If the participation interest is unrated, or
has been given a rating below that which is permissible for purchase by the
Money Market Series, the participation interest will be backed by an irrevocable
letter of credit or guarantee by a bank that the Board of Trustees has
determined meets the prescribed quality standards for banks set forth below, or
the payment obligation otherwise will be collateralized by U.S. Government
securities, or, in the case of unrated participation interests, the Manager must
have determined that the instrument is of comparable quality to those
instruments in which the Money Market Series
PAGE 15
<PAGE>
may invest. For certain participation interests, the Money Market Series will
have the right to demand payment, on not more than seven days' notice, for all
or any part of the Money Market Series' participation interest in the security,
plus accrued interest. As to these instruments, the Money Market Series intends
to exercise its right to demand payment only upon a default under the terms of
the security, as needed to provide liquidity to meet redemptions, or to maintain
or improve the quality of its investment portfolio. The Money Market Series will
not invest more than 10% of its net assets in participation interests that do
not have this demand feature, and in other illiquid securities.
The Money Market Series may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with such Series' investment objective.
Such securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale and repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, the Money Market Series is subject to
a risk that should the Series desire to sell them when a ready buyer is not
available at a price that the Fund deems representative of their value, the
value of the Money Market Series' net assets could be adversely affected.
However, if a substantial market of qualified institutional buyers develops
pursuant to Rule 144A under the Securities Act of 1933, as amended, for certain
of these securities held by the Money Market Series, such Series intends to
treat such securities as liquid securities in accordance with procedures
approved by the Fund's Board of Trustees. Because it is not possible to predict
with assurance how the market for restricted securities pursuant to Rule 144A
will develop, the Fund's Board of Trustees has directed the Manager to monitor
carefully the Money Market Series' investments in such securities with
particular regard to trading activity, availability of reliable price
information and other relevant information. To the extent that for a period of
time qualified institutional buyers cease purchasing restricted securities
pursuant to Rule 144A, the Money Market Series' investing in such securities may
have the effect of increasing the level of illiquidity in such Series' portfolio
during such period.
PAGE 16
<PAGE>
The Money Market Series may borrow for temporary or emergency purposes
and for investment purposes, on a secured basis through entering into reverse
repurchase agreements with banks, brokers or dealers. Reverse repurchase
agreements involve the transfer by the Money Market Series of an underlying debt
instrument in return for cash proceeds based on a percentage of the value of the
security. The Money Market Series retains the right to receive interest and
principal payments on the security. The Money Market Series will use the
proceeds of reverse repurchase agreements only to make investments which
generally either mature or have a demand feature to resell to the issuer at a
date simultaneous with or prior to the expiration of the reverse repurchase
agreement. At an agreed upon future date, the Money Market Series repurchases
the security, at principal, plus accrued interest. In certain types of
agreements, there is no agreed upon repurchase date and interest payments are
calculated daily, often based on the prevailing overnight repurchase rate. The
Money Market Series will maintain in a segregated custodial account cash, cash
equivalents, U.S. Government securities or other high quality liquid debt
securities equal to the aggregate amount of its reverse repurchase obligations,
plus accrued interest, in certain cases, in accordance with releases promulgated
by the Securities and Exchange Commission. The Securities and Exchange
Commission views reverse repurchase agreement transactions as collateralized
borrowings, and, pursuant to the Investment Company Act of 1940, the Money
Market Series must maintain continuous asset coverage (that is, total assets
including borrowings, less liabilities exclusive of borrowings) of 300% of the
amount borrowed. If the 300% asset coverage with respect to the Money Market
Series should decline as a result of market fluctuations or other reasons, such
Series may be required to sell some of its portfolio holdings within three days
to reduce the debt and restore 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
As a result of these transactions, the Money Market Series is exposed to greater
potential fluctuations in the value of its assets and its net asset value per
share. Interest costs on the money borrowed may exceed the return received on
the securities purchased. The Fund's Trustees have considered the risks to the
Money Market Series and its shareholders which may result from the entry into
reverse repurchase agreements
PAGE 17
<PAGE>
and have determined that the entry into such agreements is consistent with the
Money Market Series' investment objective and management policies.
From time to time, the Money Market Series may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. Such loans may not exceed 33-1/3%
of the value of the Money Market Series' total assets. In connection with such
loans, the Money Market Series will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit. Such collateral will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. The Money Market Series can increase its
income through the investment of such collateral. The Money Market Series
continues to be entitled to the payments in amounts equal to the interest or
other distributions payable on the loaned security and receives interest on the
amount of the loan. Such loans will be terminable at any time upon specified
notice. The Money Market Series might experience risk of loss if the institution
with which it has engaged in a portfolio loan transaction breaches its agreement
with such Series. The Money Market Series will limit the entities with which it
will enter into securities lending transactions to those whose securities are
eligible for purchase by the Money Market Series.
CERTAIN FUNDAMENTAL POLICIES The Money Market Series: (i) may borrow money, to
the extent permitted under the Investment Company Act of 1940; (ii) may invest
up to 5% of its total assets in the obligations of any single issuer, except
that up to 25% of the value of its total assets may be invested (subject to the
provisions of Rule 2a-7), and obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities may be purchased, without regard
to any such limitation; and (iii) will invest, under normal market conditions,
at least 25% of its total assets in securities issued by banks, including
foreign banks and branches, and may invest up to 25% of its total assets in the
securities of issuers in any other industry, provided that there is no
limitation on investments in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. The Government Series may: (i)
borrow money from banks (other than the Manager or
The Fund has adopted certain fundamental
policies intended to limit the risk of
each Series' investment portfolio. These
policies cannot be changed, as to either Series,
without approval by a majority of such
Series' shareholders.
PAGE 18
<PAGE>
its affiliates), but only for temporary or emergency (not leveraging) purposes,
in an amount up to 10% of the value of such Series' total assets (including the
amount borrowed) valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. While
borrowings exceed 5% of the Government Series' total assets, such Series will
not make any additional investments: and (ii) pledge, hypothecate, mortgage or
otherwise encumber its assets, but only in an amount up to 10% of the value of
its total assets to secure borrowings for temporary or emergency purposes. This
paragraph describes fundamental policies that cannot be changed, as to either
Series, without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the outstanding voting shares of such Series.
See "Investment Objective and Management Policies--Investment Restrictions" in
the Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES OF THE MONEY MARKET SERIES The Money
Market Series may (i) pledge, hypothecate, mortgage or otherwise encumber its
assets, but only to secure permitted borrowings; and (ii) invest up to 10% of
its net assets in repurchase agreements providing for settlement in more than
seven days after notice and in other illiquid securities (which securities could
include participation interests that are not subject to the demand feature
described above and floating and variable rate demand obligations as to which
the Money Market Series cannot exercise the related demand feature described
above and as to which there is no secondary market). See "Investment Objective
and Management Policies--Investment Restrictions" in the Statement of Additional
Information.
RISK FACTORS RELATING TO THE MONEY MARKET SERIES Since the Money Market Series'
portfolio may contain securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign branches of
foreign banks, the Money Market Series may be subject to additional investment
risks with respect to such securities that are different in some respects from
those incurred by a fund which invests only in debt obligations of U.S. domestic
issuers, although such obligations may be higher yielding when compared to the
securities of U.S. domestic
The Money Market Series may be subject to risks
that are different from those incurred by a
fund which invests only in U.S. debt securities.
PAGE 19
<PAGE>
issuers. Such risks include possible future political and economic developments,
the possible imposition of foreign withholding taxes on interest income payable
on the securities, the possible establishment of exchange controls or the
adoption of other foreign governmental restrictions which might adversely affect
the payment of principal and interest on these securities and the possible
seizure or nationalization of foreign deposits.
OTHER INVESTMENT CONSIDERATIONS Each Series attempts to increase yields by
trading to take advantage of short-term market variations. This policy is
expected to result in high portfolio turnover but should not adversely affect
the Series since they usually do not pay brokerage commissions when they
purchase short-term debt obligations. The value of the portfolio securities held
by the Series will vary inversely to changes in prevailing interest rates. Thus,
if interest rates have increased from the time a security was purchased, such
security, if sold, might be sold at a price less than its purchase cost.
Similarly, if interest rates have declined from the time a security was
purchased, such security, if sold, might be sold at a price greater than its
purchase cost. In either instance, if the security was purchased at face value
and held to maturity, no gain or loss would be realized.
Investment decisions for each Series are made independently from those of
other investment companies, investment advisory accounts, custodial accounts,
individual trust accounts and commingled funds that may be advised by the
Manager. However, if such other investment companies or managed accounts are
prepared to invest in, or desire to dispose of, securities of the type in which
a Series invests at the same time as such Series, available investments or
opportunities for sales will be allocated equitably to each of them. In some
cases, this procedure may adversely affect the size of the position obtained for
or disposed of by a Series or the price paid or received by a Series.
PAGE 20
<PAGE>
Management of the Fund
MANAGER The Manager, located at Three First National Plaza, Chicago, Illinois
60670, is the Fund's investment adviser. The Manager, a wholly-owned subsidiary
of First Chicago Corporation, a registered bank holding company, is a commercial
bank offering a wide range of banking and investment services to customers
throughout the United States and around the world. As of December 31, 1993, it
was one of the largest commercial banks in the United States and the largest in
the mid-Western United States in terms of assets ($52.5 billion) and in terms of
deposits ($28.1 billion). As of December 31, 1993, the Manager provided personal
investment management services to portfolios containing approximately $11.8
billion in assets. The Manager serves as investment adviser for the Fund
pursuant to a Management Agreement dated April 30, 1993. Prior thereto, the
Manager provided investment advisory services to the Fund pursuant to an
Investment Advisory Agreement (the "Prior Advisory Agreement"). Under the
Management Agreement, the Manager, subject to the supervision of the Fund's
Board of Trustees and in conformity with Massachusetts law and the stated
policies of the Fund, manages the investment of the assets of each Series. The
Manager is responsible for making investment decisions for the Fund, placing
purchase and sale orders and providing research, statistical analysis and
continuous supervision of the investment portfolio. The Manager provides these
services through its Investment Management Department. The investment advisory
services of the Manager are not exclusive under the terms of the Management
Agreement. The Manager is free to, and does, render investment advisory services
to others, including other investment companies as well as commingled trust
funds and a broad spectrum of individual trust and investment management
portfolios, which have varying investment objectives. The Manager has advised
the Fund that in making its investment decisions the Manager does not obtain or
use material inside information in the possession of any other division or
department of the Manager or in the possession of any affiliate of the Manager.
The investment adviser, The First
National Bank of Chicago, is one of the
largest commercial banks in the United States
and the largest in the mid-Western United
States and manages $11.8 billion of investment assets.
The Manager and its affiliates presently intend to continue to charge and
collect customary account and account transaction fees with respect to accounts
through which or for
PAGE 21
<PAGE>
which shares of a Series are purchased or redeemed. This will result in the
receipt by the Manager and its affiliates of customer account fees in addition
to management and Service Agent fees from the Fund with respect to assets in
certain accounts. See "Service Plan."
The Manager has engaged The Dreyfus Corporation ("Dreyfus"), located at
200 Park Avenue, New York, New York 10166, to assist it in providing certain
administrative services for the Fund pursuant to a Master Administration
Agreement between the Manager and Dreyfus effective April 30, 1993. Prior
thereto, Dreyfus provided administrative services to the Fund pursuant to an
Administration Agreement with the Fund (the "Prior Administration Agreement").
Dreyfus was formed in 1947 and, as of February 28, 1994, managed or administered
approximately $77 billion in assets for more than 1.9 million investor accounts
nationwide.
The Dreyfus Corporation, which manages or
administers approximately $77 billion in mutual fund
assets, will assist the Manager in providing certain
administrative services for the Fund.
Under the terms of the Prior Advisory Agreement and Prior Administration
Agreement, which were terminated on April 30, 1993, the Fund agreed to pay the
Manager and Dreyfus monthly fees at the annual rate of .40 and .20,
respectively, of 1% of the value of each Series' average daily net assets. Under
the terms of the Management Agreement, the Fund has agreed to pay the Manager a
monthly management fee at the annual rate of .55 of 1% of the value of each
Series' average daily net assets, which is .05 of 1% less than the combined fees
payable by the Fund to the Manager and Dreyfus under the Prior Advisory
Agreement and Prior Administration Agreement. Pursuant to its agreement with
Dreyfus, the Manager, from its own funds, will pay Dreyfus for Dreyfus'
services. For the fiscal year ended December 31, 1993, the Fund paid the Manager
pursuant to the Management Agreement and Prior Advisory Agreement a monthly fee
at the effective aggregate annual rate of .37 of 1% of the value of the
Government Series' average daily net assets and .45 of 1% of the value of the
Money Market Series' average daily net assets, pursuant to undertakings in
effect. For the period January 1, 1993 to April 29, 1993, the Fund paid Dreyfus
pursuant to the Prior Administration Agreement a monthly administration fee at
the effective annual rate of .14 of 1% of the value of the Government Series'
average daily net asets and .16 of 1% of the value of the Money Market Series'
average daily net assets pursuant to undertakings in effect.
PAGE 22
<PAGE>
GLASS-STEAGALL ACT The Glass-Steagall Act and other applicable laws prohibit
Federally chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities,
although banks such as the Manager are permitted to purchase and sell securities
upon the order and for the account of their customers. The Manager has advised
the Fund of its belief that it may perform the services for the Fund
contemplated by the Management Agreement and this Prospectus without violating
the Glass-Steagall Act or other applicable banking laws or regulations. The
Manager has pointed out, however, that there are no cases deciding whether a
bank such as the Manager may perform services comparable to those to be
performed by the Manager and that future changes in either Federal or state
statutes and regulations relating to permissible activities of banks and their
subsidiaries and affiliates, as well as future judicial or administrative
decisions or interpretations of present and future statutes and regulations,
could prevent the Manager from continuing to perform such services for the Fund.
If the Manager were to be prevented from providing such services to the Fund,
the Fund's Board of Trustees would review the Fund's relationship with the
Manager and consider taking all actions necessary in the circumstances.
For a discussion of the Glass-Steagall Act in connection with the Fund's
Service Plan, see "Service Plan."
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 110 Washington Street, New York,
New York 10286, is the Fund's Custodian.
The Shareholder Services
Group, Inc. is the Fund's
transfer agent.
EXPENSES All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by the Manager. The expenses
borne by the Fund include the following: taxes, interest, brokerage fees and
commissions, if any, fees of Trustees who are not officers, directors, employees
or holders, directly or indirectly, of 5% or more of the outstanding voting
securities of the Manager or Dreyfus. Securities and Exchange Commission fees,
state Blue Sky qualification
PAGE 23
<PAGE>
fees, advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing services, costs of
maintaining the Fund's existence, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings and any extraordinary expenses. Expenses
attributable to a particular Series are charged against the assets of that
Series; other expenses of the Fund are allocated between the Series on the basis
determined by the Board of Trustees, including, but not limited to,
proportionately in relation to the net assets of each Series.
In addition, each Series bears certain costs of distributing Fund shares
in accordance with a plan (the "Service Plan") adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940. See "Annual Fund Operating Expenses"
and "Service Plan".
The imposition of the management fee, as well as other operating
expenses, including the fees paid under the Service Plan, will have the effect
of reducing the yield to investors.
How to Buy Fund Shares
INFORMATION APPLICABLE TO ALL PURCHASERS The Fund's distributor is Dreyfus
Service Corporation, a wholly-owned subsidiary of Dreyfus, located at 200 Park
Avenue, New York, New York 10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. or the Manager and
therefore are not insured by the FDIC.
The Fund offers a number of
convenient ways to
purchase shares.
Shares may be purchased by all clients of the Manager and its affiliates,
including qualified custody, agency and trust accounts, through their accounts
with the Manager and its affiliates, or by clients of certain Service Agents
through their accounts with the Service Agent. Shares also may be purchased
directly through the Distributor. Share certificates will not be issued. The
Fund reserves the right to reject any pruchase order.
You can open an account with as
little as $1,000 ($250 for IRAs or other
retirement plans). Subsequent investments
can be as little as $100.
The minimum initial investment is $1,000. However, for IRAs and other
personal retirement plans, the minimum initial purchase is $250. All subsequent
investments must be at least $100. The initial investment must be accompanied by
the
PAGE 24
<PAGE>
Fund's Account Application. The Manager and Service Agents may impose initial or
subsequent investment minimums which are higher or lower than those specified
above and may impose different minimums for different types of accounts or
purchase arrangements.
Shares of each Series are sold on a continuous basis at the net asset
value per share next determined after an order in proper form and Federal Funds
(moneys of member banks within the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Transfer Agent. If an
investor does not remit Federal Funds, his payment must be converted into
Federal Funds. This usually occurs within one business day of receipt of a bank
wire and within two business days of receipt of a check drawn on a member bank
of the Federal Reserve System. Checks drawn on banks which are not members of
the Federal Reserve System may take considerably longer to convert into Federal
Funds. Prior to receipt of Federal Funds, the investor's money will not be
invested.
Each Series' net asset value per share is determined as of 12:00 Noon,
New York time, on each day the New York Stock Exchange is open for business,
except on Martin Luther King, Jr. Day, Columbus Day and Veterans Day. Net asset
value per share is computed by dividing the value of each Series' net assets
(i.e., the value of its assets less liabilities) by the total number of its
shares outstanding. See "Determination of Net Asset Value" in the Fund's
Statement of Additional Information.
Federal regulations require that an investor provide a certified Taxpayer
Identification Number ("TIN") upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account Application for
further information concerning this requirement. Failure to furnish a certified
TIN to the Fund could subject an investor to a $50 penalty imposed by the
Internal Revenue Service (the "IRS").
PURCHASING SHARES THROUGH ACCOUNTS WITH THE MANAGER OR A SERVICE AGENT Investors
who desire to purchase shares through their accounts at the Manager or its
affiliates or a Service Agent should contact such entity directly for
appropriate instructions, as well as for information about conditions pertaining
to the account and any related fees. Service Agents and the Manager may charge
clients direct fees for effecting
Contact your investment representative
or Service Agent to learn how to
purchase shares.
PAGE 25
<PAGE>
transactions in shares, as well as fees for other services provided to clients
in connection with accounts through which shares are purchased. These fees, if
any, would be in addition to fees received by a Service Agent under the Service
Plan or management fees received by the Manager under the Management Agreement.
Each Service Agent has agreed to transmit to its clients a schedule of such
fees. In addition, Service Agents and the Manager may impose minimum account and
other conditions, including conditions which might affect the availability of
certain shareholder privileges described in this Prospectus. Certain investor
accounts with the Manager and its affiliates and certain Service Agents may be
eligible for an automatic investment privilege, commonly called a "sweep," under
which amounts in excess of a certain minimum held in these accounts will be
invested automatically in shares at predetermined intervals. Each investor
desiring to use this privilege should consult the Manager or his Service Agent
for details. It is the responsibility of the Manager and Service Agents to
transmit client orders on a timely basis.
Copies of the Fund's Prospectus and Statement of Additional Information
may be obtained from the Distributor, the Manager, certain affiliates of the
Manager or certain Service Agents, as well as from the Fund.
PURCHASING SHARES THROUGH THE DISTRIBUTOR Shares also may be purchased directly
through the Distributor by check or wire, or through the TeleTransfer Privilege
described below. The initial investment must be accompanied by the Fund's
Account Application which can be obtained from the Distributor and certain
Service Agents. Checks should be made payable to "The First Prairie Family of
Funds." Payments to open new accounts which are mailed should be sent to The
First Prairie Family of Funds, P.O. Box 9387, Providence, Rhode Island
02940-9387, together with the investor's Account Application indicating the name
of the Series being purchased. For subsequent investments, the investor's Fund
account number should appear on the check and an investment slip should be
enclosed and sent to The First Prairie Family of Funds, P.O. Box 105, Newark,
New Jersey 07101-0105. Neither initial nor subsequent investments should be made
by third party check. A charge will be imposed if any check used for investment
in an investor's
PAGE 26
<PAGE>
account does not clear. All payments should be in U.S. dollars and, to avoid
fees and delays, should be drawn only on U.S. banks.
Wire payments may be made if the investor's bank account is in a
commercial bank that is a member of the Federal Reserve System or any other bank
having a correspondent bank in New York City or Chicago. Immediately available
funds may be transmitted by wire to The Bank of New York, DDA#8900052066/First
Prairie Money Market Fund--Money Market Series or DDA#8900052244/First Prairie
Money Market Fund--Government Series, as the case may be, for purchase of Fund
shares in the investor's name. The wire must include the name of the Series
being purchased, the investor's account number (for new accounts, the investor's
TIN should be included instead), account registration and dealer number, if
applicable. If the investor's initial purchase of Fund shares is by wire, the
investor should call 1-800-645-6561 after completing his wire payment to obtain
a Fund account number. An investor must include his Fund account number on the
Fund's Account Application and promptly mail the Account Application to the
Fund, as no redemptions will be permitted until the Account Application is
received. Further information about remitting funds in this manner is provided
in "Payment and Mailing Instructions" on the Fund's Account Application.
Subsequent investments also may be made by electronic transfer of funds
from an account maintained in a bank or other domestic financial institution
that is an Automated Clearing House member. The investor must direct the
institution to transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to credit the
investor's Fund account. The instructions must specify the investor's Fund
account registration and the investor's Fund account number preceded by the
digits "1111."
TELETRANSFER PRIVILEGE Investors may purchase Fund shares (minimum $500, maximum
$150,000 per day) by telephone if they have checked the appropriate box and
supplied the necessary information on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. The proceeds will be
transferred between the bank account designated in one of these documents and
the investor's Fund
Call 1-800-227-0072 for TeleTransfer transactions
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<PAGE>
account. Only a bank account maintained in a domestic financial institution
which is an Automated Clearing House member may be so designated. The Fund may
modify or terminate this Privilege at any time or charge a service fee upon
notice to shareholders. No such fee currently is contemplated.
Investors who have selected the TeleTransfer Privilege may request a
TeleTransfer purchase of Fund shares by calling 1-800-227-0072 or, if calling
from overseas, 1-401-455-3309.
Shareholder Services
The services and privileges described under this heading may not be available to
clients of certain Service Agents and some Service Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus. Each investor should consult his Service Agent in this regard.
EXCHANGE PRIVILEGE The Exchange Privilege enables an investor to purchase, in
exchange for shares of a Series, shares of the other Series or shares of certain
other funds advised by the Manager or shares of certain funds advised by
Dreyfus, to the extent such shares are offered for sale in the investor's state
of residence. These funds have different investment objectives that may be of
interest to investors. The Exchange Privilege may be expanded to permit
exchanges between a Series and other funds that, in the future, may be advised
by the Manager. Investors will be notified of any such change. If an investor
desires to use this Privilege, he should consult his Service Agent or the
Distributor to determine if it is available and whether any conditions are
imposed on its use.
You can exchange your shares for
shares of other eligible
First Prairie funds.
To use this Privilege, an investor or his Service Agent acting on his
behalf must give exchange instructions to the Transfer Agent in writing, by wire
or by telephone. If an investor previously has established the Telephone
Exchange Privilege, the investor may telephone exchange instructions by calling
1-800-227-0072 or, if calling from overseas, 1-401-455-3309. See "How to Redeem
Fund Shares-- Procedures." Before any exchange, an investor must obtain and
should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained from the Distributor, the
Manager, certain affiliates of
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the Manager or certain Service Agents. The shares being exchanged must have a
current value of at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at least the minimum
initial investment required for the fund into which the exchange is being made.
Telephone exchanges may be made only if the appropriate "YES" box has been
checked on the Account Application, or a separate signed and
signature-guaranteed Shareholder Services Form is on file with the Transfer
Agent. Upon an exchange into a new account, the following shareholder services
and privileges, as applicable and where available, will be automatically carried
over to the fund in which the exchange is made: Exchange Privilege, Check
Redemption Privilege, Wire Redemption Privilege, Telephone Redemption Privilege,
TeleTransfer Privilege and the dividend/ capital gain distribution option
(except for the Dividend Sweep Privilege) selected by the investor.
Shares will be exchanged at the next determined net asset value; however,
a sales load may be charged with respect to exchanges into funds sold with a
sales load. If an investor is exchanging into a fund that charges a sales load,
the investor may qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the Series from which the
investor is exchanging were: (a) purchased with a sales load, (b) acquired by a
previous exchange from shares purchased with a sales load, or (c) acquired
through reinvestment of dividends or distributions paid with respect to the
foregoing categories of shares. To qualify, at the time of an exchange, the
investor must notify the Transfer Agent or the investor's Service Agent must
notify the Distributor. Any such qualification is subject to confirmation of the
investor's holdings through a check of appropriate records. See "Shareholder
Services" in the Statement of Additional Information. No fees currently are
charged shareholders directly in connection with exchanges, although the Fund
reserves the right, upon not less than 60 days' written notice, to charge
shareholders a nominal fee in accordance with rules promulgated by the
Securities and Exchange Commission. The Fund reserves the right to reject any
exchange request in whole or in part. The Exchange Privilege may be modified or
terminated at any time upon notice to shareholders.
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<PAGE>
The exchange of shares of one fund or Series for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss.
AUTO-EXCHANGE PRIVILEGE The Auto-Exchange Privilege enables an investor to
invest regularly (on a semi-monthly, monthly, quarterly or annual basis), in
exchange for shares of a Series, in shares of the other Series, certain other
funds in the First Prairie Family of Funds or certain funds advised by Dreyfus
of which he is currently an investor. The amount an investor designates, which
can be expressed either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or fifteenth of the
month according to the exchange schedule that the investor has selected. Shares
will be exchanged at the then-current net asset value; however, a sales load may
be charged with respect to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional Information. The right to
exercise this Privilege may be modified or canceled by the Fund or the Transfer
Agent. The investor or the investor's Service Agent may modify or cancel this
Privilege at any time by writing to The First Prairie Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. The Fund may charge a service fee for
the use of this Privilege. No such fee currently is contemplated. The exchange
of shares of one fund or Series for shares of another is treated for Federal
income tax purposes as a sale of the shares given in exchange by the shareholder
and, therefore, an exchanging shareholder may realize a taxable gain or loss.
For more information concerning this Privilege and the funds eligible to
participate in this Privilege, or to obtain an Auto-Exchange Authorization Form,
please call toll free in Illinois 1-800-621-6592, or, outside Illinois
1-800-537-4938 if Fund shares were purchased through First Chicago Investment
Services, Inc. or 1-800-645-6561 if Fund shares were purchased through the
Distributor.
You can exchange Fund shares
automatically at regular intervals
which you select.
AUTOMATIC ASSET BUILDER Automatic Asset Builder permits an investor to purchase
shares of a Series (minimum of $100 and maximum of $150,000 per transaction) at
regular intervals selected by the investor. Shares are purchased by transferring
funds from the bank account designated by an investor. At the investor's option,
the bank account designated by the investor will be debited in the specified
amount, and shares will be
You can purchase shares automatically
at regular intervals which you select.
PAGE 30
<PAGE>
purchased, once a month, on either the first or fifteenth day, or twice a month,
on both days. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. To establish
an Automatic Asset Builder account, the investor must file an authorization form
with the Transfer Agent. The necessary authorization form may be obtained from
the Distributor, the Manager, certain affiliates of the Manager or certain
Service Agents. An investor may cancel his participation in this Privilege or
change the amount of purchase at any time by mailing written notification to The
First Prairie Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671, and the notification will be effective three business days following
receipt. The Fund may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated.
GOVERNMENT DIRECT DEPOSIT PRIVILEGE Government Direct Deposit Privilege enables
an investor to purchase shares (minimum of $100 and maximum of $50,000 per
transaction) by having Federal salary, Social Security or certain veterans',
military or other payments from the Federal government automatically deposited
into the investor's Fund account. An investor may deposit as much of such
payments as he elects. To enroll in Government Direct Deposit, the investor must
file with the Transfer Agent a completed Direct Deposit Sign-Up Form for each
type of payment that the investor desires to include in this Privilege. The
appropriate form may be obtained from the Distributor, the Manager, certain
affiliates of the Manager or certain Service Agents. Death or legal incapacity
will terminate an investor's participation in this Privilege. An investor may
elect at any time to terminate his participation by notifying in writing the
appropriate Federal agency. Further, the Fund may terminate an investor's
participation upon 30 days' notice to the investor.
Many Federal payments are eligible for
full or partial direct deposit into your
account to purchase shares.
DIVIDEND OPTIONS The Dividend Sweep enables an investor to invest automatically
dividends or dividends and capital gain distributions, if any, paid by the
Series in shares of another fund or series in the First Prairie Family of Funds
or certain other funds advised or administered by the Dreyfus of which the
investor is a shareholder. Shares of the other fund will be purchased at the
then-current net asset value; however, a sales load may be charged with respect
to investments in shares of a fund sold with a sales load. If an investor is
investing in a fund
You can "sweep" your dividends and
capital gain distributions into
certain other First Prairie funds.
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<PAGE>
that charges a sales load, the investor may qualify for share prices which do
not include the sales load or which reflect a reduced sales load. If an investor
is investing in a fund that charges a contingent deferred sales charge, the
shares purchased will be subject to the contingent deferred sales charge, if
any, applicable to the purchased shares. See "Shareholder Services" in the
Statement of Additional Information.
Dividend ACH permits a shareholder to transfer electronically on the
payment date their dividends or dividends and capital gains, if any, from the
Fund to a designated bank account. Only an account maintained at a domestic
financial institution which is an Automated Clearing House member may be so
designated. Banks may charge a fee for this service.
For more information concerning these privileges, or to request a Dividend
Options Authorization Form, investors should call toll free in Illinois
1-800-621-6592, or, outside Illinois, 1-800-537-4938 if Fund shares were
purchased through First Chicago Investment Services, Inc., or 1-800-645-6561 if
Fund shares were purchased through the Distributor. To cancel these privileges,
the investor or the investor's Service Agent must mail written notification to
The First Prairie Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. Enrollment in or cancellation of these privileges is effective three
business days following receipt by the Transfer Agent. These privileges are
available only for existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dividend Sweep. The Fund may
modify or terminate these privileges at any time or charge a service fee. No
such fee currently is contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for these privileges.
AUTOMATIC WITHDRAWAL PLAN The Automatic Withdrawal Plan permits an investor to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if the investor has a $5,000 minimum account. An
application for the Automatic Withdrawal Plan can be obtained from the
Distributor, the Manager, certain affiliates of the Manager or certain Service
Agents. The Automatic Withdrawal Plan may be ended at any time by the investor,
the Fund or the Transfer Agent.
You can withdraw a specified dollar amount
from your account every month or quarter.
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<PAGE>
How to Redeem Fund Shares
GENERAL An investor may request redemption of his shares at any time. Redemption
requests should be transmitted to the Transfer Agent as described below. When a
request is received in proper form, the Fund will redeem the shares at the next
determined net asset value.
You can redeem Fund
shares at any time.
The Fund imposes no charges when shares are redeemed. Service Agents may
charge a nominal fee for effecting redemptions of Fund shares. The value of the
shares redeemed may be more or less than their original cost, depending upon the
Series' then-current net asset value. As described in "Determination of Net
Asset Value" in the Statement of Additional Information, each Series seeks to
maintain a net asset value of $1.00 per share for purchases and redemptions.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in proper
form, except as provided by the rules of the Securities and Exchange Commission.
HOWEVER, IF AN INVESTOR HAS PURCHASED FUND SHARES BY CHECK, BY TELETRANSFER
PRIVILEGE OR THROUGH AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMITS A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION WILL BE EFFECTIVE AND
THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO THE INVESTOR PROMPTLY UPON BANK
CLEARANCE OF THE INVESTOR'S PURCHASE CHECK, TELETRANSFER PURCHASE OR AUTOMATIC
ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN
ADDITION, THE FUND WILL NOT HONOR REDEMPTION CHECKS UNDER THE CHECK REDEMPTION
PRIVILEGE, AND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR
PURSUANT TO THE TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT BUSINESS DAYS
AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE TELETRANSFER
PURCHASE OR THE AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF THE INVESTOR'S SHARES WERE
PURCHASED BY WIRE PAYMENT, OR IF THE INVESTOR OTHERWISE HAS A SUFFICIENT
COLLECTED BALANCE IN HIS ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE
TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE
PAYABLE, AND THE
PAGE 33
<PAGE>
INVESTOR WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP.
Fund shares will not be redeemed until the Transfer Agent has received the
investor's Account Application.
The Fund reserves the right to redeem an investor's account at the Fund's
option upon not less than 30 days' written notice if the account's net asset
value is $500 or less and remains so during the notice period.
PROCEDURES An investor who has purchased shares through his account at the
Manager or a Service Agent must redeem shares by following instructions
pertaining to such account. If an investor has given his Service Agent authority
to instruct the Transfer Agent to redeem shares and to credit the proceeds of
such redemptions to a designated account at the Service Agent, the investor may
redeem shares only in this manner and in accordance with a written redemption
request pursuant to the regular redemption procedure described below. Investors
who wish to use the other redemption methods described below must arrange with
their Service Agents for delivery of the required application(s) to the Transfer
Agent. It is the responsibility of the Manager or the Service Agent, as the case
may be, to transmit the redemption order and credit the investor's account with
the redemption proceeds on a timely basis. Investors are urged to consult their
Service Agents for instructions concerning redemption of Fund shares held in
IRAs or other personal retirement accounts. Other investors may redeem shares by
using the regular redemption procedure through the Transfer Agent, using the
Check Redemption Privilege, through the Wire Redemption Privilege, through the
Telephone Redemption Privilege, or through the TeleTransfer Privilege, as
described below.
The Fund offers a number of convenient
ways to access your investment.
An investor may redeem or exchange shares by telephone if the investor
has checked the appropriate box on the Fund's Account Application or has filed a
Shareholder Services Form with the Transfer Agent. By selecting a telephone
redemption or exchange privilege, an investor authorizes the Transfer Agent to
act on telephone instructions from any person representing himself or herself to
be the investor, or a representative of the investor's Service Agent, and
reasonably believed by the Transfer Agent to be genuine. The Fund will require
the Transfer Agent to employ reasonable procedures, such as requiring a form of
identification, to confirm that
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<PAGE>
instructions are genuine and, if it does not follow such procedures, the Fund or
the Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer Agent will be liable
for following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, an investor may
experience difficulty in contacting the Transfer Agent by telephone to request a
redemption or exchange of shares of a Series. In such cases, investors should
consider using the other redemption procedures described herein. Use of these
other redemption procedures may result in the investor's redemption request
being processed at a later time than it would have been if telephone redemption
had been used.
REGULAR REDEMPTION Under the regular redemption procedure, an investor may
redeem shares by written request, indicating the Series from which shares are to
be redeemed, mailed to The First Prairie Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Redemption requests must be signed by the
individual shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form generally will
be accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents Medallion
Program ("STAMP") and the Stock Exchanges Medallion Program. For more
information with respect to signature-guarantees, please call the telephone
number shown on the front cover. Redemption proceeds of at least $1,000 will be
wired to any member bank of the Federal Reserve System in accordance with a
written signature-guaranteed request.
Shares may be redeemed by written request.
CHECK REDEMPTION PRIVILEGE An investor may request on the Account Application,
Shareholder Services Form or by later written request to the Fund that the Fund
provide Redemption Checks drawn on the Fund's account. Redemption Checks may be
made payable to the order of any person in the amount of $500 or more.
Redemption Checks should not be used to close an account. Redemption Checks are
free, but the Transfer
You can write checks of $500 or more using a
special checkbook provided by the Fund, if
you request it on your Account Application.
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<PAGE>
Agent will impose a fee for stopping payment of a Redemption Check at the
investor's request or if the Transfer Agent cannot honor the Redemption Check
due to insufficient funds or other valid reason. An investor should date his
Redemption Checks with the current date when the investor writes them. Investors
should not postdate Redemption Checks. If an investor does, the Transfer Agent
will honor, upon presentment, even if presented before the date of the check,
all postdated Redemption Checks which are dated within six months of presentment
for payment, if they are otherwise in good order. This Privilege may be modified
or terminated at any time by the Fund or the Transfer Agent upon notice to
shareholders.
WIRE REDEMPTION PRIVILEGE An investor may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to his account at a bank which is
a member of the Federal Reserve System, or a correspondent bank if the
investor's bank is not a member. To establish the Wire Redemption Privilege, an
investor must check the appropriate box and supply the necessary information on
the Fund's Account Application or file a Shareholder Services Form with the
Transfer Agent. An investor may direct that redemption proceeds be paid by check
(maximum $150,000 per day) made out to the owners of record and mailed to the
investor's address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of only up to $250,000 wired within any 30-day period.
An investor may telephone redemption requests by calling 1-800-227-0072 or, if
calling from overseas, 1-401-455-3309. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a change of address,
and may limit the amount involved or the number of such requests. This Privilege
may be modified or terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth instructions for
transmitting redemption requests by wire. Shares held under Keogh Plans, IRAs or
other retirement plans are not eligible for this Privilege.
You can redeem shares by wire if you check
the appropriate box on your Account
Application.
TELEPHONE REDEMPTION PRIVILEGE An investor may redeem Fund shares (maximum
$150,000 per day) by telephone if he has checked the appropriate box on the
Fund's
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<PAGE>
Account Application or has filed a Shareholder Services Form with the Transfer
Agent. The redemption proceeds will be paid by check and mailed to the
investor's address. An investor may telephone redemption instructions by calling
1-800-227-0072 or, if calling from overseas, 1-401-455-3309. The Fund reserves
the right to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. Shares held under
Keogh Plans, IRAs or other retirement plans are not eligible for this Privilege.
TELETRANSFER PRIVILEGE An investor may redeem Fund shares (minimum $500 per day)
by telephone if he has checked the appropriate box and supplied the necessary
information on the Fund's Account Application or has filed a Shareholder
Services Form with the Transfer Agent. The proceeds will be transferred between
the investor's Fund account and the bank account designated in one of these
documents. Only such an account maintained in a domestic financial institution
which is an Automated Clearing House member may be so designated. Redemption
proceeds will be on deposit in the investor's account at an Automated Clearing
House member bank ordinarily two days after receipt of the redemption request
or, at the investor's request, paid by check (maximum $150,000 per day) and
mailed to his address. Holders of jointly registered Fund or bank accounts may
redeem through the TeleTransfer Privilege for transfer to their bank account
only up to $250,000 within any 30-day period. The Fund reserves the right to
refuse any request made by telephone, including requests made shortly after a
change of address, and may limit the amount involved or the number of such
requests. The Fund may modify or terminate this Privilege at any time or charge
a service fee upon notice to shareholders. No such fee is currently
contemplated.
Call 1-800-227-0072 for TeleTransfer transactions.
Investors who have selected the TeleTransfer Privilege may request a
TeleTransfer redemption of Fund shares by telephoning 1-800-227-0072 or, if
calling from overseas, 1-401-455-3309. Shares held under Keogh Plans, IRAs or
other retirement plans are not eligible for this Privilege.
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<PAGE>
Service Plan
Under the Service Plan, adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940, each Series bears the costs and expenses in connection with
advertising and marketing its shares and pays the fees of certain Service Agents
for Servicing, as defined below, at a rate not exceeding .25 of 1% per annum of
the value of each Series' average daily net assets. Service Agents receive fees
based upon the average daily value of the Series' shares owned by shareholders
for which the Service Agent is the dealer or holder of record or for which the
Service Agent has a servicing relationship. The Service Plan provides that the
Manager, Dreyfus and the Distributor may act as Service Agents and receive fees
under the Service Plan. From time to time, the Manager, Dreyfus and/or the
Distributor may waive as to either or both Series receipt of fees under the
Service Plan while retaining the ability to be paid by the Fund under the
Service Plan thereafter. The fees payable to the Manager, Dreyfus and/or the
Distributor for Servicing are payable without regard to actual expenses
incurred.
The Fund has adopted a plan so that it can pay
for advertising and marketing and compensate
others for providing services to you.
Each Series also bears the costs of preparing and printing prospectuses
and statements of additional information used for regulatory purposes and for
distribution to existing shareholders. Under the Service Plan, each Series bears
(a) the costs of preparing, printing and distributing prospectuses and
statements of additional information used for other purposes and (b) the costs
associated with implementing and operating the Service Plan (such as costs of
printing and mailing service agreements), the aggregate of such amounts not to
exceed in any fiscal year of the Fund the greater of $100,000 or .005 of 1% of
the value of such Series average daily net assets for such fiscal year. Each
item for which a payment may be made under the Service Plan may constitute an
expense of distributing Fund shares as the Securities and Exchange Commission
construes such term under Rule 12b-1.
Expenses under the Service Plan may be carried forward from one year to
another to the extent they remain unpaid. All or part of any such amount will be
paid at such time, if ever, as the Board of Trustees determines to pay it. The
Series will not
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<PAGE>
be charged for interest, carrying or other finance charges on any unreimbursed
distribution or other expense incurred and not paid in a prior year.
Servicing may include, among other things, one or more of the following:
answering client inquiries regarding the Fund; assisting clients in changing
dividend options, account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; investing client cash account balances
automatically in shares of a Series; providing periodic statements showing a
client's account balance and integrating such statements with those of other
transactions and balances in the client's other accounts serviced by the Service
Agent; arranging for bank wires; and such other services as the Fund may
request, to the extent the Service Agent is permitted by applicable statute,
rule or regulation.
The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will be engaged to act as Service Agents only to perform administrative
and shareholder servicing functions. While the matter is not free from doubt,
the Fund's Board of Trustees believes that such laws should not preclude a bank
from acting as a Service Agent. However, judicial or administrative decisions or
interpretations of such laws, as well as changes in either Federal or state
statutes or regulations relating to the permissible activities of banks or their
subsidiaries or affiliates, could prevent a bank from continuing to perform all
or a part of its Servicing activities. If a bank were prohibited from so acting,
its shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the Servicing of such shareholders would be
sought. In such event, changes in the operation of the Fund might occur and
shareholders serviced by such bank might no longer be able to avail themselves
of any automatic investment or other services then being provided by such bank.
The Fund does not expect that shareholders would suffer any adverse financial
consequences as a result of any of these occurrences.
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<PAGE>
Dividends, Distributions
and Taxes
The Fund ordinarily declares dividends from each Series' net investment income
on each day the New York Stock Exchange is open for business, except on Martin
Luther King, Jr. Day, Columbus Day and Veterans Day. Dividends usually are paid
on the last calendar day of each month, and are automatically reinvested in
additional shares of the Series from which they were paid unless the investor
elects payment in cash, or the investor's customer arrangement with the Manager
or a Service Agent provides for payment in cash. Shares of each Series begin
earning income dividends on the day the purchase order is effective. Each
Series' earnings for Saturdays, Sundays and holidays are declared as dividends
on the preceding business day. If an investor redeems all shares in his account
at any time during the month, all dividends to which the investor is entitled
are paid along with the proceeds of the redemption. Distributions from net
realized securities gains, if any, generally are declared and paid once a year
by each Series, but each Series may make distributions on a more frequent basis
to comply with the distribution requirements of the Internal Revenue Code of
1986, as amended (the "Code"), in all events in a manner consistent with the
provisions of the Investment Company Act of 1940. The Fund will not make
distributions from net realized securities gains unless capital loss carryovers,
if any, have been utilized or have expired. Investors may choose whether to
receive distributions in cash or to reinvest in additional shares of the Series
from which distributions were paid at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors.
Each Series declares dividends from net
investment income on each business day.
Dividends are usually paid on the last
day of each month.
Dividends derived from net investment income, together with distributions
from any net realized short-term securities gains, all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds,
paid by a Series will be taxable to U.S. investors as ordinary income, whether
received in cash or reinvested in shares of the Series. No dividend paid by a
Series will qualify for the dividends received deduction allowable to certain
U.S. corporations. Distributions from net realized long-term securities gains,
if any, of a Series will be taxable to U.S. investors as long-term capital
Dividends and distributions will
be taxable to U.S. investors as
ordinary income.
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<PAGE>
gains regardless of how long investors have held such Series' shares and whether
such distributions are received in cash or reinvested in shares of the Series.
The Code provides that the net capital gains of an individual generally will not
be subject to Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to certain state and local taxes.
Dividends derived from net investment income, together with distributions
from net realized short-term securities gains and all or a portion of any gains
realized from the sale or other disposition of certain market discount bounds,
paid by the Fund to a foreign investor generally are subject to U.S. nonresident
withholding taxes at the rate of 30%, unless the foreign investor claims the
benefit of a lower rate specified in a tax treaty. Distributions from net
realized long-term securities gains paid by the Fund to a foreign investor
generally will not be subject to U.S. nonresident withholding tax. However, such
distributions may be subject to backup withholding, as described below, unless
the foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of an investor's dividends and distributions
will be mailed to such investor annually. Each investor also will receive
periodic summaries of his account which will include information as to dividends
and distributions from securities gains, if any, paid during the year. The Fund
intends to provide shareholders with a statement which sets forth the percentage
of dividends and distributions paid by a Series that is attributable to interest
income from direct obligations of the United States.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends,
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN furnished
in connection with opening an account is correct or that such shareholder has
not received notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or interest income on a
Federal income tax return. Furthermore, the IRS may notify the Fund to institute
backup withholding if the IRS determines a shareholder's TIN is incorrect or if
a shareholder has failed to properly report taxable dividend and interest income
on a Federal income tax return.
If you have not furnished us with a
correct Taxpayer Identification Number, you
may be subject to tax withholding of 31% of
all taxable dividends and distributions.
PAGE 41
<PAGE>
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the record
owner of the account, and may be claimed as a credit on the record owner's
Federal income tax return.
Management of the Fund believes that each Series has qualified for the
fiscal year ended December 31, 1993 as a "regulated investment company" under
the Code. The Fund intends to continue to have each series so qualify if such
qualification is in the best interests of its shareholders. Such qualification
relieves the Series of any liability for Federal income tax to the extent its
earnings are distributed in accordance with applicable provisions of the Code.
The Fund is subject to a non-deductible 4% excise tax, measured with respect to
certain undistributed amounts of taxable investment income and capital gains.
Each investor should consult his tax adviser regarding specific questions
as to Federal, state or local taxes.
General Information
The Fund was organized as an unincorporated business trust under the laws of the
Commonwealth of Massachusetts pursuant to an Agreement and Declaration of Trust
(the "Trust Agreement") dated October 8, 1985. The Money Market Series commenced
operations on February 5, 1986 and the Government Series on May 1, 1987. The
Fund is authorized to issue an unlimited number of shares of beneficial
interest, par value $.01 per share. Each share has one vote.
In February, 1993, the shareholders of the Money Market Series and in
March, 1993, the shareholders of the Government Series voted to approve the
Management Agreement between the Fund and the Manager and terminate the Prior
Advisory Agreement and the Prior Administration Agreement. In addition,
shareholders of the Money Market Series voted to change certain of such Series'
fundamental policies and investment restrictions, among other things, to (i)
increase the amount such Series may borrow to the extent permitted under the
Investment Company Act of 1940, (ii) increase the amount of such Series' assets
which it may pledge to the extent
PAGE 42
<PAGE>
necessary to secure such borrowings and make such policy non-fundamental, (iii)
permit such Series to invest up to 10% of the value of its net assets in
illiquid securities and make such policy non-fundamental and (iv) permit such
Series to lend its portfolio securities in an amount not to exceed 33-1/3% of
the value of its total assets.
To date, the Trustees have authorized the creation of two series of
shares. All consideration received by the Fund for shares of one of the Series
and all assets in which such consideration is invested will belong to that
Series (subject only to the rights of creditors of the Fund) and will be subject
to the liabilities related thereto. The income attributable to, and the expenses
of, one Series will be treated separately from those of the other Series. The
Fund has the ability to create, from time to time, new series without
shareholder approval.
Rule 18f-2 under the Investment Company Act of 1940 provides that any
matter required to be submitted under the provisions of the Investment Company
Act of 1940 or applicable state law or otherwise to the holders of the
outstanding voting securities of an investment company, such as the Fund, will
not be deemed to have been effectively acted upon unless approved by the holders
of a majority of the outstanding shares of each Series affected by such matter.
Rule 18f-2 further provides that a Series shall be deemed to be affected by a
matter unless it is clear that the interests of such Series in the matter are
identical or that the matter does not affect any interest of such Series.
However, the Rule exempts the selection of independent accountants and the
election of trustees from the separate voting requirements of the Rule.
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund. However, the Trust
Agreement disclaims shareholder liability for acts or obligations of the Fund
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Fund or a Trustee. The
Trust Agreement provides for indemnification from the Fund's property for all
losses and expenses of any shareholder held personally liable for the
obligations of the Fund. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
the Fund itself would be unable to meet its obligations, a
PAGE 43
<PAGE>
possibility which management believes is remote. Upon payment of any liability
incurred by the Fund, the shareholder paying such liability will be entitled to
reimbursement from the general assets of the Fund. The Trustees intend to
conduct the operations of the Fund in such a way so as to avoid, as far as
possible, ultimate liability of the shareholders for liabilities of the Fund. As
discussed under "Management of the Fund" in the Statement of Additional
Information, the Fund ordinarily will not hold shareholder meetings; however,
shareholders under certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Trustees.
The Transfer Agent maintains a record of each investor's ownership and
sends confirmations and statements of account.
Investor inquiries may be made to the investor's Service Agent, including
the Manager, or by writing to the Fund at the address shown on the front cover
or by calling the appropriate telephone number.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE FUND'S
OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S SHARES,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
PAGE 44
<PAGE>
pros10
FIRST PRAIRIE MONEY MARKET FUND
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
APRIL 11, 1994
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
First Prairie Money Market Fund (the "Fund"), dated April 11, 1994, as it
may be revised from time to time. To obtain a copy of the Fund's
Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call toll free 1-800-346-3621.
The First National Bank of Chicago (the "Manager") serves as the Fund's
investment adviser.
Dreyfus Service Corporation (the "Distributor"), a wholly-owned
subsidiary of The Dreyfus Corporation ("Dreyfus"), is the distributor of the
Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . .B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . .B-6
Management Agreement. . . . . . . . . . . . . . . . . . . . .B-8
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . .B-11
Redemption of Fund Shares . . . . . . . . . . . . . . . . . .B-13
Shareholder Services. . . . . . . . . . . . . . . . . . . . .B-15
Determination of Net Asset Value. . . . . . . . . . . . . . .B-17
Dividends, Distributions and Taxes. . . . . . . . . . . . . .B-18
Yield Information . . . . . . . . . . . . . . . . . . . . . .B-19
Portfolio Transactions. . . . . . . . . . . . . . . . . . . .B-19
Information About the Fund. . . . . . . . . . . . . . . . . .B-20
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . .B-20
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . .B-21
Financial Statements. . . . . . . . . . . . . . . . . . . . .B-24
Report of Independent Auditors. . . . . . . . . . . . . . . .B-35
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Description of the
Fund."
Portfolio Securities
Bank Obligations. Domestic commercial banks organized under Federal
law are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation (the "FDIC").
Domestic banks organized under state law are supervised and examined by
state banking authorities but are members of the Federal Reserve System only
if they elect to join. In addition, state banks whose certificates of
deposit ("CDs") may be purchased by the Money Market Series are insured by
the Bank Insurance Fund administered by the FDIC (although such insurance
may not be of material benefit to the Money Market Series, depending on the
principal amount of the CDs of each bank held by the Money Market Series)
and are subject to Federal examination and to a substantial body of Federal
law and regulation. As a result of Federal or state laws and regulations,
domestic branches of domestic banks whose CDs may be purchased by the Money
Market Series, among other things, generally are required to maintain
specified levels of reserves, are limited in the amounts which they can loan
to a single borrower and are subject to other regulations designed to
promote financial soundness. However, not all of such laws and regulations
apply to foreign branches of domestic banks.
Obligations of foreign branches of domestic banks, foreign subsidiaries
of domestic banks and domestic and foreign branches of foreign banks, such
as CDs and time deposits ("TDs"), may be general obligations of the parent
banks in addition to the issuing branches, or may be limited by the terms of
a specific obligation and governmental regulation. Such obligations are
subject to different risks than are those of domestic banks. These risks
include foreign economic and political developments, foreign governmental
restrictions that may adversely affect payment of principal and interest on
the obligations, foreign exchange controls and foreign withholding and other
taxes on interest income. Foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory requirements that
apply to domestic banks, such as mandatory reserve requirements, loan
limitations, and accounting, auditing and financial recordkeeping
requirements. In addition, less information may be publicly available about
a foreign branch of a domestic bank or about a foreign bank than about a
domestic bank.
Obligations of United States branches of foreign banks may be general
obligations of the parent banks in addition to the issuing branches, or may
be limited by the terms of a specific obligation or by Federal or state
regulation as well as governmental action in the country in which the
foreign bank has its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve requirements
imposed by the Federal Reserve System or by the state in which the branch is
located if the branch is licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign bank
payable at or through all of its agencies or branches within the state. The
deposits of Federal and State Branches generally must be insured by the FDIC
if such branches take deposits of less than $100,000.
In view of the foregoing factors associated with the purchase of CDs
and TDs issued by foreign branches of domestic banks, by foreign
subsidiaries of domestic banks, by foreign branches of foreign banks or by
domestic branches of foreign banks, the Manager carefully evaluates such
investments on a case-by-case basis.
The Money Market Series may purchase CDs issued by banks, savings and
loan associations and similar thrift institutions with less than $1 billion
in assets, the deposits of which are insured by the FDIC, provided the Money
Market Series purchases any such CD in a principal amount of not more than
$100,000, which amount would be fully insured by the Bank Insurance Fund or
the Savings Association Insurance Fund administered by the FDIC. Interest
payments on such a CD are not insured by the FDIC. The Money Market Series
will not own more than one such CD per such issuer.
Lending Portfolio Securities. To a limited extent, the Money Market
Series may lend its portfolio securities to brokers, dealers and other
financial institutions, provided it receives cash collateral which at all
times is maintained in an amount equal to at least 100% of the current
market value of the securities loaned. By lending its portfolio securities,
the Money Market Series can increase its income through the investment of
the cash collateral. For purposes of this policy, the Money Market Series
considers collateral consisting of U.S. Government securities or irrevocable
letters of credit issued by banks whose securities meet the standards for
investment by such Series to be the equivalent of cash. Such loans may not
exceed 33-1/3% of the value of the Money Market Series' total assets. From
time to time, the Money Market Series may return to the borrower or a third
party which is unaffiliated with the Fund, and which is acting as a "placing
broker," a part of the interest earned from the investment of collateral
received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Money Market Series must receive at least 100% cash collateral from
the borrower; (2) the borrower must increase such collateral whenever the
market value of the securities rises above the level of such collateral; (3)
the Money Market Series must be able to terminate the loan at any time; (4)
the Money Market Series must receive reasonable interest on the loan, as
well as any interest or other distributions payable on the loaned
securities, and any increase in market value; and (5) the Money Market
Series may pay only reasonable custodian fees in connection with the loan.
These conditions may be subject to future modification.
Investment Restrictions
Money Market Series. The Money Market Series has adopted investment
restrictions numbered 1 through 8 as fundamental policies. These
restrictions cannot be changed without approval by the holders of a majority
(as defined in the Investment Company Act of 1940, as amended (the "Act"))
of such Series' outstanding voting shares. Investment restrictions numbered
9 through 14 are not fundamental policies and may be changed by a vote of a
majority of the Trustees at any time.
The Money Market Series may not:
1. Invest more than 5% of its assets in the obligations of any
single issuer, except that up to 25% of the value of the Money Market
Series' total assets may be invested (subject to the provisions of Rule 2a-7
under the Act) without regard to such limitation.
2. Invest less than 25% of its assets in securities issued by
banks, including foreign banks and branches, or invest more than 25% of its
assets in the securities of issuers in any other industry, provided that
there shall be no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
Notwithstanding the foregoing, for temporary defensive purposes the Money
Market Series may invest less than 25% of its assets in bank obligations.
3. Borrow money, except to the extent permitted under the Act.
4. Purchase or sell real estate, commodities or commodities contracts,
or oil and gas interests.
5. Underwrite the securities of other issuers, except to the extent
the Money Market Series may be deemed an underwriter under the Securities
Act of 1933, as amended, by virtue of disposing of portfolio securities.
6. Make loans to others except through the purchase of debt
obligations or the entry into repurchase agreements; however, the Money
Market Series may lend its portfolio securities in an amount not to exceed
33-1/3% of the value of its total assets. Any loans of portfolio securities
will be made according to guidelines established by the Securities and
Exchange Commission and the Fund's Board of Trustees.
7. Issue any senior security (as such term is defined in Section 18(f)
of the Act), except to the extent that the activities permitted in
Investment Restriction Nos. 3 and 12 may be deemed to give rise to a senior
security.
8. Sell securities short or purchase securities on margin.
9. Write or purchase put or call options or combinations thereof.
10. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds (except as set forth in the
Prospectus) or debentures, state bonds, municipal bonds or industrial
revenue bonds.
11. Invest in securities of other investment companies, except to the
extent permitted under the Act.
12. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings and to the
extent related to the deposit of assets in escrow in connection with the
purchase of securities on a when-issued or delayed-delivery basis.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid
(which securities could include participation interests that are not subject
to the demand feature described in the Fund's Prospectus), if, in the
aggregate, more than 10% of its net assets would be so invested.
14. Invest in companies for the purpose of exercising control.
Government Series. The Government Series has adopted the following
restrictions as fundamental policies. These restrictions cannot be changed
without approval by the holders of a majority (as defined in the Act) of
such Series' outstanding voting shares.
The Government Series may not:
1. Purchase common stocks, preferred stocks, warrants or other
equity securities, or purchase corporate bonds (except as set forth in the
Prospectus) or debentures, state bonds, municipal bonds or industrial
revenue bonds.
2. Borrow money except from banks (other than the Manager or its
affiliates) for temporary or emergency (not leveraging) purposes in an
amount up to 10% of the value of the Government Series' total assets
(including the amount borrowed) based on the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the value of the Government Series'
total assets, such Series will not make any additional investments.
3. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except in an amount up to 10% of the value of its total assets, but
only to secure borrowings for temporary or emergency purposes.
4. Sell securities short or purchase securities on margin.
5. Write or purchase put or call options or combinations
thereof.
6. Underwrite the securities of other issuers or purchase securities
subject to restrictions on disposition under the Securities Act of 1933 (so
called "restricted securities"). The Government Series may not enter into
repurchase agreements providing for settlement in more than seven days after
notice or purchase securities which are not readily marketable (which
securities could include participation interests that are not subject to the
demand feature described in the Prospectus), if, in the aggregate, more than
10% of its net assets would be so invested. The Government Series may not
invest in time deposits maturing in more than seven days and time deposits
maturing from two business days through seven calendar days may not exceed
10% of such Series' total assets.
7. Purchase or sell real estate, real estate investment trust
securities, commodities or commodities contracts, or oil and gas interests.
8. Make loans to others except through the purchase of debt
obligations referred to in the Fund's Prospectus.
9. Invest in companies for the purpose of exercising control.
10. Purchase securities of any investment companies, except (a)
purchases limited to a maximum of (i) 3% of the total voting stock of any
one investment company and (ii) 5% of the Government Series' net assets with
respect to any one investment company or (b) those received as part of a
merger, consolidation or acquisition of substantially all of the assets or
reorganization of another investment company.
While not a fundamental policy, the Fund will not invest in oil, gas
and other mineral leases, or real estate limited partnerships.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values
or assets will not constitute a violation of that restriction.
The Fund may make commitments on behalf of a Series more restrictive
than the restrictions listed above so as to permit the sale of Series shares
in certain states. Should the Fund determine that a commitment is no longer
in the best interests of the Series and its shareholders, the Fund reserves
the right to revoke the commitment by terminating the sale of such Series'
shares in the state involved.
MANAGEMENT OF THE FUND
Trustees and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below. The Trustee who is deemed to be an "interested person" of
the Fund, as defined in the Act, is indicated by an asterisk.
Trustees and Officers of the Fund
*JOSEPH S. DiMARTINO, President and Trustee. President, Chief Operating
Officer and a Director of Dreyfus, Executive Vice President and a
Director of the Distributor and an officer, director or trustee of
other investment companies advised or administered by Dreyfus. He is
also a Director of Noel Group, Inc., Director and Corporate Member of
The Muscular Dystrophy Association and a Trustee of Bucknell
University. His address is 200 Park Avenue, New York, New York 10166.
JOHN P. GOULD, Trustee. Distinguished Service Professor of Economics of the
University of Chicago Graduate School of Business. From 1983 to 1993,
Dean of the University of Chicago Graduate School of Business. Since
1988, a Director of Vulcan Materials Company, a chemicals manufacturer
and producer of construction aggregates. Since 1986, Director of
Argonne-Chicago Development Corporation, an affiliate of, and the
entity responsible for commercializing the technology of, both the
University of Chicago and Argonne National Laboratory. Since 1986, he
also has served as a Director of DFA Investment Dimensions Group, a
series mutual fund. His address is 1101 East 58th Street, Chicago,
Illinois 60637.
MARILYN McCOY, Trustee. Vice President of Administration and Planning of
Northwestern University. From 1981 to 1985, she was a Director of
Planning and Policy Development for the University of Colorado. She
is also a member of the Higher Education Colloquim, Assocation for
Institutional Research, American Assocation for Higher Education and
Society for College and University Planning. Her address is 1100
North Lake Shore Drive, Chicago, Illinois 60611.
RAYMOND D. ODDI, Trustee. Private Consultant. A Director of Caremark
International, Inc. and Medisense, Inc., companies in the health care
industry and Baxter Credit Union. From 1978 to 1986, Senior Vice
President of Baxter International, Inc., a company engaged in the
production of medical care products. He also is a member of the
Illinois Society of Certified Public Accountants. His address is 1181
Loch Lane, Lake Forest, Illinois 60045.
Each of the "non-interested" Trustees also is a trustee of First
Prairie Cash Management, First Prairie Diversified Asset Fund, First
Prairie Municipal Money Market Fund, First Prairie U.S. Government Income
Fund and First Prairie U.S. Treasury Securities Cash Management and a
director of First Prairie Municipal Bond Fund.
The Fund does not pay any remuneration to its officers and Trustees
other than fees and expenses to Trustees who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager or Dreyfus or any affiliate of either of them. With respect to
the Money Market Series and the Government Series, such fees and expenses
totalled $2,979 and $6,768, respectively, for the fiscal year ended
December 31, 1993, for all such Trustees as a group.
Trustees were elected at the meeting of shareholders held on September
28, 1987. No further shareholder meetings will be held for the purpose of
electing Trustees unless and until such time as less than a majority of the
Trustees holding office have been elected by shareholders, at which time the
Trustees then in office will call a shareholders' meeting for the election
of Trustees. Under the Act, shareholders of record of not less than
two-thirds of the outstanding shares of the Fund may remove a Trustee
through a declaration in writing or by vote cast in person or by proxy at a
meeting called for that purpose. Under the Fund's Agreement and Declaration
of Trust, the Trustees are required to call a meeting of shareholders for
the purpose of voting upon the question of removal of any such Trustee when
requested in writing to do so by the shareholders of record of not less than
10% of the Fund's outstanding shares.
For so long as the Fund's plan described in the section captioned
"Service Plan" remains in effect, the Trustees of the Fund who are not
"interested persons" of the Fund, as defined in the Act, will be selected
and nominated by the Trustees who are not "interested persons" of the Fund.
Officers of the Fund Not Listed Above
DANIEL C. MACLEAN, Vice President. Vice President and General Counsel of
Dreyfus, Secretary of the Distributor and an officer of other
investment companies advised or administered by Dreyfus.
JEFFREY N. NACHMAN, Vice President-Financial. Vice President-Mutual Fund
Accounting of Dreyfus and an officer of other investment companies
advised or administered by Dreyfus.
JOHN J. PYBURN, Treasurer. Assistant Vice President of Dreyfus and an
officer of other investment companies advised or administered by
Dreyfus.
PAUL R. CASTI, JR., Controller. Senior Accounting Manager of the Fund
Accounting Department of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
MARK N. JACOBS, Secretary. Secretary and Deputy General Counsel of Dreyfus
and an officer of other investment companies advised or administered
by Dreyfus.
ROBERT I. FRENKEL, Assistant Secretary. Senior Assistant General Counsel to
Dreyfus and an officer of other investment companies advised or
administered by Dreyfus.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of Dreyfus and
other investment companies advised or administered by Dreyfus.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
Trustees and officers of the Fund, as a group, owned less than 1% of
each Series' shares of beneficial interest outstanding on March 23, 1994.
MANAGEMENT AGREEMENT
The following information supplements and should be read in conjunction
with the section in the Fund's Prospectus entitled "Management of the Fund."
Management Agreement. The Manager provides management services
pursuant to the Management Agreement (the "Agreement") dated April 30, 1993
with the Fund. As to each Series, the Agreement is subject to annual
approval by (i) the Fund's Board of Trustees or (ii) vote of a majority (as
defined in the Act) of such Series' outstanding voting securities, provided
that in either event the continuance also is approved by a majority of the
Trustees who are not "interested persons" (as defined in the Act) of the
Fund or the Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval. Shareholders of the Money Market and
the Government Series last approved the Agreement in February 1993 and
March 1993, respectively, and the Board of Trustees, including a majority
of the Trustees who are not "interested persons" of any party to the
Agreement, last voted to renew the Agreement on December 10, 1993. The
Agreement is terminable without penalty, as to each Series, on not more than
60 days' notice, by the Fund's Board of Trustees or by vote of the holders
of a majority of such Series' shares or, upon not less than 90 days' notice,
by the Manager. The Agreement will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in the Act).
The Manager is responsible for each Series' investment decisions and
manages each Series' portfolio of investments in accordance with the stated
policies of the Series, subject to the approval of the Fund's Board of
Trustees. All purchases and sales are reported for the Trustees' review at
the meeting subsequent to such transactions.
The Manager pays the salaries of all officers and employees employed by
both it and the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
The Manager has engaged Dreyfus to assist it in providing certain
administrative services to the Fund. Pursuant to its agreement with the
Manager, Dreyfus furnishes the Fund clerical help and accounting, data
processing, bookkeeping, internal auditing and legal services and certain
other services required by the Fund, prepares reports to the Fund's
shareholders, tax returns, reports to and filings with the Securities and
Exchange Commission and state Blue Sky authorities, calculates the net asset
value of each Series' shares and generally assists the Manager in providing
for all aspects of the Fund's operation, other than providing investment
advice. The fees payable to Dreyfus for its services are paid by the
Manager.
The Fund has agreed that the Manager will not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which the Manager's agreement with the Fund
relates, except for a loss resulting from wilful misfeasance, bad faith or
gross negligence on the part of the Manager in the performance of its
obligations or from reckless disregard by it of its obligations and duties
under its agreement with the Fund.
As compensation for the Manager's services to the Fund, the Fund has
agreed to pay the Manager a fee, computed daily and paid monthly, at an
annual rate of .55 of 1% of the value of each Series' average daily net
assets. Prior to April 30, 1993, the Manager provided investment advisory
services to the Fund pursuant to an Investment Advisory Agreement (the
"Prior Advisory Agreement") with the Fund dated December 16, 1985 and
Dreyfus provided administration services to the Fund pursuant to an
Administration Agreement (the "Prior Administration Agreement") with the
Fund dated December 16, 1985. Pursuant to the Prior Advisory Agreement, the
Fund agreed to pay the Manager an advisory fee at the annual rate of .40 of
1% of the value of each Series' average daily net assets. Pursuant to the
Prior Administration Agreement, the Fund agreed to pay Dreyfus an
administration fee at the annual rate of .20 of 1% of the value of each
Series' average daily net assets.
The fees paid to the Manager pursuant to the Prior Advisory Agreement
with respect to the Money Market Series for the fiscal years ended December
31, 1991 and 1992 were $1,752,647 and $1,565,674, respectively. For the
period January 1, 1993 through April 29, 1993, the fee payable to the
Manager pursuant to the Prior Advisory Agreement was $345,615. For the
period from April 30, 1993 (effective date of Management Agreement) to the
fiscal year ended December 31, 1993 the fee payable to the Manager was
$649,937. For the fiscal year ended December 31, 1993, the fee payable to
the Manager was reduced by $70,345, pursuant to an undertaking in effect
resulting in net fees paid of $925,207.
The fees paid to the Manager pursuant to the Prior Advisory
Agreement with respect to the Government Series for the fiscal
years ended December 31, 1991 and 1992 were $3,221,691 and
$2,661,832, respectively. For the period January 1, 1993 through
April 29, 1993, the fee payable to the Manager pursuant to the
Prior Advisory Agreement was $730,686. For the period from April
30, 1993 (effective date of Management Agreement) to the fiscal
year ended December 31, 1993, the fee payable to the Manager was
$1,635,057. For the fiscal year ended December 31, 1993, the fee
payable to the Manager was reduced by $567,879, pursuant to an
undertaking in effect resulting in net fees paid of $1,797,864.
The fees paid to Dreyfus pursuant to the Prior
Administration Agreement with respect to the Money Market Series
for the fiscal years ended December 31, 1991 and 1992 were
$876,324 and $782,837, respectively. For the period January 1,
1993 through April 29, 1993, the fee payable to Dreyfus pursuant
to the Prior Administration Agreement was $172,808; however,
pursuant to an undertaking in effect, Dreyfus reduced its fee by
$32,272, resulting in a net fee of $140,536.
The fees paid to Dreyfus pursuant to the Prior
Administration Agreement with respect to the Government Series
for the fiscal years ended December 31, 1991 and 1992 were
$1,610,845 and $1,330,916, respectively. For the period January
1, 1993 through April 29, 1993, the fee payable to Dreyfus
pursuant to the Prior Administration Agreement was $365,343;
however, pursuant to an undertaking in effect, Dreyfus reduced
its fee by $103,746, resulting in a net fee of $261,597.
Expenses and Expense Information. All expenses incurred in
the operation of the Fund are borne by the Fund, except to the
extent specifically assumed by the Manager. The expenses borne
by the Fund include the following: taxes, interest, brokerage
fees and commissions, if any, fees of Trustees who are not
officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager or Dreyfus,
Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Fund's existence, costs of
independent pricing services, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and meetings, and any
extraordinary expenses. The Fund bears certain advertising,
marketing and Servicing expenses in accordance with the Fund's
Service Plan and also bears costs of preparing, printing and
distributing certain prospectuses and statements of additional
information and costs associated with implementing and operating
such plan. Expenses attributed to a particular Series are
charged against the assets of that Series; other expenses of the
Fund are allocated between the Series on the basis determined by
the Board of Trustees, including, but not limited to,
proportionately in relation to the net assets of each Series.
See "Service Plan."
The Manager has agreed that, as to each Series, if in any
fiscal year the aggregate expenses of a Series (including
management fees, but excluding taxes, brokerage, interest on
borrowings and, with the prior written consent of the necessary
state securities commissions, extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over such
Series, the Series may deduct from the fees to be paid to the
Manager, or the Manager will bear, such excess expense, to the
extent required by state law. Such deduction or payment, if any,
will be estimated daily and reconciled and effected or paid, as
the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not
subject to reduction as the value of the Series' net assets
increases.
Glass-Steagall Act. For an additional discussion of the
Glass-Steagall Act in connection with the Fund's operations, see
the Fund's Prospectus.
From time to time, legislation has been introduced and may
be reintroduced in Congress, which would permit a bank, a bank
holding company or a subsidiary thereof to organize, sponsor,
control and distribute shares of an investment company such as
the Fund, notwithstanding present restrictions under the
Glass-Steagall Act and the Federal Bank Holding Company Act of
1956. As described herein, the Fund is currently distributed by
the Distributor, and Dreyfus, its parent, sponsors the Fund and
provides it with administrative services. If current
restrictions preventing a bank from legally sponsoring, organ-
izing, controlling or distributing shares of an investment
company were relaxed, the Fund expects that the Manager would
consider the possibility of offering to perform some or all of
the services now provided by Dreyfus or the Distributor. It is
not possible, of course, to predict whether or in what form such
legislation might be enacted or the terms upon which the Manager
might offer to provide services.
PURCHASE OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Buy Fund Shares."
The Distributor. The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in
the First Prairie Family of Funds, the funds in the Dreyfus
Family of Funds and certain other investment companies.
Using Federal Funds. The Shareholder Services Group, Inc.,
the Fund's transfer and dividend disbursing agent (the "Transfer
Agent"), or the Fund may attempt to notify the investor upon
receipt of checks drawn on banks that are not members of the
Federal Reserve System as to the possible delay in conversion
into Federal Funds and may attempt to arrange for a better means
of transmitting the money. If the investor is a customer of a
securities dealer, bank or other financial institution and his
order to purchase Fund shares is paid for other than in Federal
Funds, the securities dealer, bank or other financial
institution, acting on behalf of its customer, will complete the
conversion into, or itself advance, Federal Funds generally on
the business day following receipt of the customer order. The
order is effective only when so converted and received by the
Transfer Agent. An order for the purchase of Fund shares placed
by an investor with sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other
financial institution will become effective on the day that the
order, including Federal Funds, is received by the Transfer
Agent.
TeleTransfer Privilege. TeleTransfer purchase orders may be
made between the hours of 8:00 a.m. and 4:00 p.m., New York time,
on any business day that the Transfer Agent and the New York
Stock Exchange are open, except Martin Luther King, Jr. Day,
Columbus Day and Veterans Day. Such purchases will be credited
to the shareholder's Fund account on the next bank business day.
To qualify to use the TeleTransfer Privilege, the initial payment
for purchase of Fund shares must be drawn on, and redemption
proceeds paid to, the same bank and account as are designated on
the Account Application or Shareholder Services Form on file. If
the proceeds of a particular redemption are to be wired to an
account at any other bank, the request must be in writing and
signature-guaranteed. See "Redemption of Fund
Shares--TeleTransfer Privilege."
Reopening an Account. An investor may reopen an account
with a minimum investment of $100 without filing a new Account
Application during the calendar year the account is closed or
during the following calendar year, provided the information on
the old Account Application is still applicable.
SERVICE PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Service Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and
Exchange Commission under the Act provides, among other things,
that an investment company may bear expenses of distributing its
shares only pursuant to a plan adopted in accordance with the
Rule. Because some or all of the fees paid for advertising or
marketing the Fund's shares and the fees paid to certain
financial institutions (which may include banks), securities
dealers and other financial industry professionals (collectively,
"Service Agents") could be deemed to be payment of distribution
expenses, the Fund's Board of Trustees has adopted such a plan
(the "Plan"). The Fund's Board of Trustees believes that there
is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders. In some states, banks or other financial
institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.
A quarterly report of the amounts expended under the Plan
and the purposes for which such expenditures were incurred, must
be made to the Board of Trustees for its review. In addition,
the Plan provides that it may not be amended to increase
materially the costs which a Series may bear for distribution
pursuant to the Plan without shareholder approval and that other
material amendments of the Plan must be approved by the Board of
Trustees, and by the Trustees who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in
the related service agreements, by vote of the Trustees cast in
person at a meeting called for the purpose of considering such
amendments. As to each Series, the Plan and the related service
agreements are subject to annual approval by such vote of the
Trustees cast in person at a meeting called for the purpose of
voting on the Plan. The Plan was so approved by the Board of
Trustees at a meeting held on December 10, 1993. The Plan may be
terminated, as to each Series, at any time by vote of a majority
of the Trustees who are not "interested persons" and have no
direct or indirect financial interest in the operation of the
Plan or in any of the related service agreements or by vote of a
majority of such Series' shares. As to each Series, any service
agreement may be terminated without penalty, at any time, by such
vote of the Trustees or, upon not more than 60 days' written
notice to the Service Agent, by vote of the holders of a majority
of the shares of such Series. Each service agreement will
terminate automatically, as to the relevant Series, in the event
of its assignment (as defined in the Act).
During the fiscal year ended December 31, 1993, $519,700 was
charged to the Money Market Series under the Plan, of which
$409,148 was paid to the Manager and its affiliates, $8,265 was
paid for preparing, printing and distributing prospectuses and
operating the Plan, and $102,287 was charged for advertising,
marketing and Servicing the Money Market Series' shares. During
the fiscal year ended December 31, 1993, $1,204,982 was charged
to the Government Series under the Plan, of which $959,910 was
paid to the Manager and its affiliates, $5,095 was paid for
preparing, printing and distributing prospectuses and operating
the Plan, and $239,977 was paid for advertising, marketing and
Servicing the Government Series' shares.
REDEMPTION OF FUND SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Redeem Fund Shares."
Check Redemption Privilege. An investor may indicate on the
Account Application or by later written request that the Fund
provide Redemption Checks ("Checks") drawn on the Fund's account.
Checks will be sent only to the registered owner(s) of the
account and only to the address of record. The Account
Application or later written request must be manually signed by
the registered owner(s). Checks may be made payable to the order
of any person in an amount of $500 or more. When a Check is
presented to the Transfer Agent for payment, the Transfer Agent,
as the investor's agent, will cause the Fund to redeem a
sufficient number of full or fractional shares in the investor's
account to cover the amount of the Check. Dividends are earned
until the Check clears. After clearance, a copy of the Check
will be returned to the investor. Investors generally will be
subject to the same rules and regulations that apply to checking
accounts, although election of this Privilege creates only a
shareholder-transfer agent relationship with the Transfer Agent.
If the amount of the Check is greater than the value of the
shares in an investor's account, the Check will be returned
marked insufficient funds. Checks should not be used to close an
account.
Wire Redemption Privilege. By using this Privilege, the
investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor, or a representative of the
investor's Service Agent, and believed by the Transfer Agent to
be genuine. The Transfer Agent's records of such instructions
are binding. Ordinarily, the Fund will initiate payment for
shares redeemed pursuant to this Privilege on the same business
day if the Transfer Agent receives the redemption request in
proper form prior to noon on such day; otherwise the Fund will
initiate payment on the next business day. Redemption proceeds
will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account
Application or Shareholder Services Form. Redemption proceeds,
if wired, must be in the amount of $1,000 or more and will be
wired to the investor's account at the bank of record designated
in the investor's file at the Transfer Agent, if the investor's
bank is a member of the Federal Reserve System, or to a
correspondent bank if the investor's bank is not a member. Fees
ordinarily are imposed by such bank and usually are borne by the
investor. Immediate notification by the correspondent bank to
the investor's bank is necessary to avoid a delay in crediting
the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for domestic or
overseas transmission:
Transfer Agent's
Transmittal Code Answer Back Sign
---------------- -------------------
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator toll free at 1-800-654-7171. Investors should
advise the operator that the above transmittal code must be used
and should also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent. This request must be signed by each
shareholder, with each signature guaranteed as described below
under "Signatures."
TeleTransfer Privilege. Investors should be aware that if
they have selected the TeleTransfer Privilege, any request for a
wire redemption will be effected as a TeleTransfer transaction
through the Automated Clearing House ("ACH") system unless more
prompt transmittal specifically is requested. Redemption
proceeds will be on deposit in the investor's account at an ACH
member bank ordinarily two business days after receipt of the
redemption request. See "Purchase of Fund Shares--TeleTransfer
Privilege."
Signatures. Written redemption requests for redemption of
Fund shares must be signed by the individual shareholder,
including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers, dealers,
credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer
Agents Medallion Program ("STAMP") and the Stock Exchanges
Medallion Program. Guarantees must be signed by an authorized
signatory of the guarantor and "Signature-Guaranteed" must appear
with the signature. The Transfer Agent may request additional
documentation from corporations, executors, administrators,
trustees or guardians and may accept other suitable verification
arrangements from foreign investors, such as consular
verification. For more information with respect to signature-
guarantees, please call the telephone number listed on the cover.
Redemption Commitment. For each Series, the Fund has
committed itself to pay in cash all redemption requests by any
shareholder of record, limited in amount during any 90-day period
to the lesser of $250,000 or 1% of the value of such Series' net
assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and
Exchange Commission. In the case of requests for redemption in
excess of such amount, the Board of Trustees reserves the right
to make payments in whole or in part in securities or other
assets of the relevant Series in case of an emergency or any time
a cash distribution would impair the liquidity of the Series to
the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the Series'
portfolio is valued. If the recipient sold such securities,
brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption may be
suspended or the date of payment postponed (a) during any period
when the New York Stock Exchange is closed (other than customary
weekend and holiday closings), (b) when trading in the markets
the Fund ordinarily utilizes is restricted, or when an emergency
exists as determined by the Securities and Exchange Commission so
that disposal of the Fund's investments or determination of its
net asset value is not reasonably practicable, or (c) for such
other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services."
Exchange Privilege. The Exchange Privilege permits
investors to purchase, in exchange for all or part of their
shares of a Series, shares of the other Series or shares of
certain other funds advised by the Manager, or shares of certain
funds advised by Dreyfus, on the basis of relative net asset
value per share at the time of the exchange, as follows:
A. Exchanges for shares of any funds that are offered
without a sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales load, and
the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be
exchanged without a sales load for shares of other funds sold
without a sales load.
D. Shares of funds purchased with a sales load, shares of
funds acquired by a previous exchange from shares purchased with
a sales load, and additional shares acquired through reinvestment
of dividends or distributions of any such funds (collectively
referred to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales load applicable
to the Offered Shares exceeds the
maximum sales load that could have been imposed in connection
with the Purchased Shares (at the time the Purchased Shares were
acquired), without giving effect to any reduced loads, the
difference will be deducted.
To accomplish an exchange under item D above, an investor
must notify the Transfer Agent of his prior ownership of fund
shares and his account number.
To use this Privilege, an investor or the investor's Service
Agent acting on the investor's behalf must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is on
file with the Transfer Agent. By using this Privilege, the
investor authorizes the Transfer Agent to act on telephonic,
telegraphic or written exchange instructions from any person
representing himself or herself to be the investor or a
representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount involved
or the number of telephone exchanges permitted.
Auto-Exchange Privilege. Auto-Exchange permits an investor
to purchase, in exchange for shares of the Series, shares of the
other Series or certain other funds in the First Prairie Family
of Funds or certain other funds advised by Dreyfus. This
Privilege is available only for existing accounts. Shares will
be exchanged on the basis of relative net asset value as
described above under "Exchange Privilege." Enrollment in or
modification or cancellation of this Privilege is effective three
business days following notification by the investor. An
investor will be notified if his account falls below the amount
designated to be exchanged under this Privilege. In this case,
an investor's account will fall to zero unless additional
investments are made in excess of the designated amount prior to
the next Auto-Exchange transaction. Shares held under IRA and
other retirement plans are eligible for this Privilege.
Exchanges of IRA shares may be made between IRA accounts and from
regular accounts to IRA accounts, but not from IRA accounts to
regular accounts. With respect to all other retirement accounts,
exchanges may be made only among those accounts.
The Exchange Privilege and Auto-Exchange Privilege are
available to shareholders resident in any state in which shares
of the fund being acquired may legally be sold. Shares may be
exchanged only between accounts having identical names and other
identifying designations.
Shareholder Services Forms and prospectuses of the other
funds may be obtained from the Distributor, 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144. The Fund reserves the
right to reject any exchange request in whole or in part. The
Exchange Privilege or Auto-Exchange Privilege may be modified or
terminated at any time upon notice to shareholders.
Dividend Sweep Privilege. The Dividend Sweep Privilege
enables investors to invest automatically dividends or dividends
and capital gain distributions, if any, paid by the Series in
shares of another fund or series in the First Prairie Family of
Funds or certain other funds advised or administered by Dreyfus
of which the investor is a shareholder. Shares of other funds
purchased pursuant to this Privilege will be purchased on the
basis of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be
invested without imposition of a sales load in shares of other
funds that are offered without a sales load.
B. Dividends and distributions paid by a fund which does
not charge a sales load may be invested in shares of other funds
sold with a sales load, and the applicable sales load will be
deducted.
C. Dividends and distributions paid by a fund which
charges a sales load may be invested in shares of other
funds sold with a sales load (referred to herein as "Offered
Shares"), provided that, if the sales load applicable to the
Offered Shares exceeds the maximum sales load charged by the fund
from which dividends or distributions are being swept, without
giving effect to any reduced loads, the difference will be
deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a contingent
deferred sales charge and the applicable
contingent deferred sales charge, if any, will be imposed upon
redemption of such shares.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan
permits an investor with a $5,000 minimum account to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis. Withdrawal payments are the
proceeds from sales of Fund shares, not the yield on the shares.
If withdrawal payments exceed reinvested dividends and distri-
butions, the investor's shares will be reduced and eventually may
be depleted. An Automatic Withdrawal Plan may be established by
completing the appropriate application available from the
Distributor, the Manager, certain affiliates of the Manager or
certain Service Agents. Automatic Withdrawal may be terminated
at any time by the investor, the Fund or the Transfer Agent.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Buy Fund Shares."
Amortized Cost Pricing. The valuation of each Series'
portfolio securities is based upon their amortized cost which
does not take into account unrealized capital gains or losses.
This involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method
provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
The Board of Trustees has established, as a particular
responsibility within the overall duty of care owed to the Fund's
investors, procedures reasonably designed to stabilize each
Series' price per share as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the
Series' portfolio holdings by the Board of Trustees, at such
intervals as it deems appropriate, to determine whether a Series'
net asset value calculated by using available market quotations
or market equivalents deviates from $1.00 per share based on
amortized cost. In such review, investments for which market
quotations are readily available will be valued at the most
recent bid price or yield equivalent for such securities or for
securities of comparable maturity, quality and type, as obtained
from one or more of the major market makers for the securities to
be valued. Other investments and assets will be valued at fair
value as determined in good faith by the Board of Trustees.
The extent of any deviation between a Series' net asset
value based upon available market quotations or market
equivalents and $1.00 per share based on amortized cost will be
examined by the Board of Trustees. If such deviation exceeds 1/2
of 1%, the Board of Trustees promptly will consider what action,
if any, will be initiated. In the event the Board of Trustees
determines that a deviation exists which may result in material
dilution or other unfair results to investors or existing
shareholders, it has agreed to take such corrective action as it
deems necessary and appropriate, including: selling portfolio
instruments prior to maturity to realize capital gains or losses
or to shorten average portfolio maturity; withholding dividends
or paying distributions from capital or capital gains; redeeming
shares in kind; or establishing a net asset value per share by
using available market quotations or market equivalents.
New York Stock Exchange Closings. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Dividends, Distributions and Taxes."
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss. However,
all or a portion of any gains realized from the sale or other
dispostion of certain market discount bonds will be treated as
ordinary income under Section 1276 of the Internal Revenue Code
of 1986, as amended.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Yield Information."
For the seven-day period ended December 31, 1993, the Money
Market Series' yield was 2.68%, and its effective yield was
2.72%. The Government Series' yield for such period was 2.63%,
and its effective yield was 2.67%. Yield is computed in
accordance with a standardized method which involves determining
the net change in the value of a hypothetical pre-existing Series
account having a balance of one share at the beginning of a seven
calendar day period for which yield is to be quoted, dividing the
net change by the value of the account at the beginning of the
period to obtain the base period return, and annualizing the
results (i.e., multiplying the base period return by 365/7). The
net change in the value of the account reflects the value of
additional shares purchased with dividends declared on the
original share and any such additional shares and fees that may
be charged to shareholder accounts, in proportion to the length
of the base period and the Series' average account size, but does
not include realized gains and losses or unrealized appreciation
and depreciation. Effective yield is computed by adding 1 to the
base period return (calculated as described above), raising that
sum to a power equal to 365 divided by 7, and subtracting 1 from
the result.
Yields will fluctuate and are not necessarily representative
of future results. Each investor should remember that yield is a
function of the type and quality of the instruments in the
portfolio, portfolio maturity and operating expenses. An
investor's principal in the Fund is not guaranteed. See
"Determination of Net Asset Value" for a discussion of the manner
in which each Series' price per share is determined.
From time to time, advertising for the Fund may describe the
costs of a college education at public or private institutions;
how such costs may increase over time, based on an assumed rate
of growth; and how investments in the Series can be used to help
pay for such costs. Advertisements for the Fund also may refer
to how an investment in the Fund may be used as a savings vehicle
for various purposes such as a down payment on the purchase price
of a home or to fund retirement or medical costs. Advertisements
for the Fund also may refer to comparisons of the Fund's
performance with historical rates of inflation.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from
the issuer or an underwriter or a market maker for the
securities. Ordinarily, no brokerage commissions are paid by the
Fund for such purchases. Purchases from underwriters of port-
folio securities include a concession paid by the issuer to the
underwriter and the purchase price paid to, and sales price
received from, market makers for the securities may reflect the
spread between the bid and asked price. No brokerage commissions
have been paid by either Series to date.
Transactions are allocated to various dealers by the Fund's
investment personnel in their best judgment. The primary
consideration is prompt and effective execution of orders at the
most favorable price. Subject to that primary consideration,
dealers may be selected for research, statistical or other
services to enable the Manager to supplement its own research and
analysis with the views and information of other securities firms
and may be selected based upon their sales of Fund shares.
Research services furnished by brokers through which the
Fund effects securities transactions may be used by the Manager
in advising other funds or accounts it may advise and,
conversely, research services furnished to the Manager by brokers
in connection with other funds or accounts the Manager may advise
may be used by the Manager in advising the Fund. Although it is
not possible to place a dollar value on these services, it is the
opinion of the Manager that the receipt and study of such
services should not reduce its overall research expenses.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"General Information."
Each Series share has one vote and, when issued and paid for
in accordance with the terms of the offering, is fully paid and
non-assessable. Series' shares have no preemptive, subscription
or conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements
to all its shareholders and sends statements concerning
shareholder accounts monthly.
On March 15, 1989, the Fund's name was changed from First
Lakeshore Money Market Fund to First Prairie Money Market Fund.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New
York 10286, is the Fund's custodian. The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's transfer
and dividend disbursing agent. Neither The Bank of New York nor
The Shareholder Services Group, Inc. has any part in determining
the investment policies of the Fund or which portfolio securities
are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of beneficial
interest being sold pursuant to the Fund's Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
APPENDIX
Description of the two highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Corporation
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch Investors
Service, Inc. ("Fitch"), Duff & Phelps, Inc. ("Duff"), IBCA Limited and IBCA
Inc. ("IBCA") and Thomson BankWatch, Inc. ("BankWatch"):
Commercial Paper and Short-Term Ratings
The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety characteristics are denoted
with a plus sign (+) designation. Capacity for timely payment on issues
with an A-2 designation is strong. However, the relative degree of safety
is not as high as for issues designated A-1.
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity. Issues (or related supporting
institutions) rated Prime-2 (P-2) have a strong capacity for repayment of
senior short-term promissory obligations. This ordinarily will be evidenced
by many of the characteristics cited above but to a lesser degree. Earnings
trends and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment. The rating Fitch-2 (Very
Good Grade) is the second highest commercial paper rating assigned by Fitch
which reflects an assurance of timely payment only slightly less in degree
than the strongest issues.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded
as having good certainty of timely payment, good access to capital markets
and sound liquidity factors and company fundamentals. Risk factors are
small.
The designation A1 by IBCA indicates that the obligation is supported
by a very strong capacity for timely repayment. Those obligations rated A1+
are supported by the highest capacity for timely repayment. Obligations
rated A2 are supported by a strong capacity for timely repayment, although
such capacity may be susceptible to adverse changes in business, economic or
financial conditions.
The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the strongest
capacity for timely repayment. Obligations rated TBW-2 are supported by a
strong capacity for timely repayment, although the degree of safety is not
as high as for issues rated TBW-1.
Bond and Long-Term Ratings
Bonds rated AAA are considered by S&P to be the highest grade
obligations and possess an extremely strong capacity to pay principal and
interest. Bonds rated AA by S&P are judged by S&P to have a very strong
capacity to pay principal and interest, and in the majority of instances,
differ only in small degree from issues rated AAA. The rating AA may be
modified by the addition of a plus or minus sign to show relative standing
within the rating category.
Bonds rated Aaa are judged by Moody's to be of the best quality. Bonds
rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high-grade bonds. Bonds rated Aa are rated lower than Aaa bonds
because margins of protection may not be as large or fluctuations of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger.
Moody's applies the numerical modifiers 1, 2 and 3 in the Aa rating
category. The modifier 1 indicates a ranking for the security in the higher
end of this rating category, the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates a ranking in the lower end of the rating
category.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high-grade,
broadly marketable and suitable for investment by trustees and fiduciary
institutions and liable to but slight market fluctuation other than through
changes in the money rate. The prime feature of an AAA bond is a showing of
earnings several times or many times interest requirements, with such
stability of applicable earnings that safety is beyond reasonable question
whatever changes occur in conditions. Bonds rated AA by Fitch are judged by
Fitch to be of safety virtually beyond question and are readily salable,
whose merits are not unlike those of the AAA class, but whose margin of
safety is less strikingly broad. The issue may be the obligation of a small
company, strongly secured but influenced as to rating by the lesser
financial power of the enterprise and more local type of market.
Bonds rated AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than
U.S. Treasury debt. Bonds rated AA are considered by Duff to be of high
credit quality with strong protection factors. Risk is modest but may vary
slightly from time to time because of economic conditions.
Obligations rated AAA by IBCA have the lowest expectation of investment
risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk significantly.
Obligations rated AA by IBCA have a very low expectation of investment risk.
Capacity for timely repayment of principal and interest is substantial.
Adverse changes in business, economic or financial conditions may increase
investment risk, albeit not very significantly.
IBCA also assigns a rating to certain international and U.S. banks. An
IBCA bank rating represents IBCA's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, IBCA uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, IBCA
assigns banks long- and short-term ratings as used in the corporate ratings
discussed above. Legal Ratings, which range in gradations from 1 through 5,
address the question of whether the bank would receive support provided by
central banks or shareholders if it experienced difficulties, and such
ratings are considered by IBCA to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from A through
E, represent IBCA's assessment of a bank's economic merits and address the
question of how the bank would be viewed if it were entirely independent and
could not rely on support from state authorities or its owners.
In addition to its ratings of short-term obligations, BankWatch assigns
a rating to each issuer it rates, in gradations of A through E. BankWatch
examines all segments of the organization, including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In
those instances where financial disclosure is incomplete or untimely, a
qualified rating (QR) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which represents an
assessment of the overall political and economic stability of the country in
which the bank is domiciled.
<TABLE>
<CAPTION>
FIRST PRAIRIE MONEY MARKET FUND, MONEY MARKET SERIES
STATEMENT OF INVESTMENTS DECEMBER 31, 1993
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-3.1% AMOUNT VALUE
------------ ------------
<S> <C> <C> <C>
Sanwa Bank Ltd.(Yankee)
3.31%, 1/7/1994
(cost $5,000,000).......................................................... $ 5,000,000 $ 5,000,000
============
COMMERCIAL PAPER-34.9%
Bridgestone/Firestone Inc.
3.36%, 1/21/1994 (a)....................................................... $ 7,925,000 $ 7,910,251
Cogentrix of Richmond Inc.
3.35%, 1/12/1994 (a)....................................................... 6,202,000 6,195,652
Goldman Sachs Group L.P.
3.31%, 1/21/1994........................................................... 7,000,000 6,987,167
Morgan Stanley Group Inc.
3.35%, 1/27/1994........................................................... 6,000,000 5,985,527
N.S. Finance Inc.
3.36%, 1/10/1994 (a)....................................................... 5,700,000 5,695,226
New Center Asset Trust
3.39%, 2/7/1994............................................................ 7,000,000 7,000,000
Nichimen America Inc.
3.36%, 1/18/1994 (a)....................................................... 6,000,000 5,990,508
Pepsico Inc.
3.19%, 1/28/1994........................................................... 3,000,000 2,992,845
Pitney Bowes Credit Corp.
3.35%, 1/11/1994........................................................... 3,000,000 2,997,208
SRD Finance Inc.
3.35%, 2/1/1994 (a)........................................................ 5,000,000 4,985,663
------------
TOTAL COMMERCIAL PAPER (cost $56,740,047)...................................... $ 56,740,047
============
CORPORATE NOTES-1.5%
Merrill Lynch & Co. Inc. (b)
3.27%, 6/7/1994
(cost $2,500,000).......................................................... $ 2,500,000 $ 2,500,000
============
SHORT-TERM BANK NOTES-3.1%
NationsBank of North Carolina NA
3.52%, 8/18/1994
(cost $4,999,375).......................................................... $ 5,000,000 $ 4,999,375
============
U.S. TREASURY BILLS-4.7%
3.57%, 12/15/1994
(cost $7,733,587).......................................................... $ 8,000,000 $ 7,733,587
============
U.S. GOVERNMENT AGENCIES-44.4%
Federal Home Loan Banks
Floating Rate Notes
3.55%, 7/6/1995(c)............................................................ $ 25,000,000 $ 25,000,000
4.29%, 4/7/2000(b)............................................................ 10,000,000 10,000,000
Federal Home Loan Mortgage Corp.
Floating Rate Notes (b)
5.00%, 3/22/2000........................................................... 5,000,000 5,000,000
Small Business Administration
Individual Loan Certificates (b)
4.67%, 5/15/1997........................................................... 57,052 57,052
4.67%, 7/15/1997........................................................... 67,114 67,114
4.66%, 6/15/2000........................................................... 74,398 74,398
FIRST PRAIRIE MONEY MARKET FUND, MONEY MARKET SERIES
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1993
PRINCIPAL
U.S. GOVERNMENT AGENCIES (CONTINUED) AMOUNT VALUE
------------ ------------
Small Business Administration (continued)
Individual Loan Certificates (b) (continued)
4.65%, 7/15/2000........................................................... $ 199,460 $ 199,460
4.59%, 11/15/2000.......................................................... 176,915 176,915
4.68%, 12/15/2001.......................................................... 93,801 93,801
4.54%, 6/15/2002........................................................... 92,151 92,151
4.68%, 6/15/2003........................................................... 131,306 131,306
4.64%, 10/15/2004.......................................................... 360,667 360,667
4.67%, 11/15/2004.......................................................... 216,337 216,337
4.72%, 4/15/2009........................................................... 420,528 420,528
4.67%, 7/15/2010........................................................... 434,420 434,420
4.66%, 10/15/2010.......................................................... 688,906 688,906
4.75%, 8/15/2012........................................................... 459,573 459,573
4.76%, 1/15/2013........................................................... 452,128 452,128
4.65%, 8/15/2013........................................................... 280,830 280,830
4.68%, 1/15/2014........................................................... 512,421 512,421
4.76%, 4/15/2014........................................................... 232,165 232,165
4.80%, 4/15/2014........................................................... 296,052 296,052
4.66%, 12/15/2014.......................................................... 38,524 38,524
4.80%, 12/15/2014.......................................................... 133,377 133,377
4.65%, 7/15/2015........................................................... 586,883 586,883
4.64%, 9/15/2015........................................................... 125,566 125,566
Small Business Administration
Pool Certificates (b)
4.72%, 9/25/1995........................................................... 65,676 65,676
4.49%, 4/25/1996........................................................... 91,208 91,208
4.80%, 5/25/1999........................................................... 178,047 178,047
4.67%, 3/25/2000........................................................... 497,799 497,799
4.67%, 1/25/2001........................................................... 607,863 607,863
4.53%, 12/25/2001.......................................................... 436,155 436,155
4.68%, 9/25/2003........................................................... 50,878 50,878
4.84%, 9/25/2003........................................................... 420,018 420,018
3.26%, 10/25/2005.......................................................... 1,512,299 1,512,299
4.55%, 1/25/2007........................................................... 269,177 269,177
4.44%, 4/25/2007........................................................... 2,335,703 2,335,703
4.79%, 6/25/2008........................................................... 835,303 835,303
4.63%, 12/25/2008.......................................................... 407,895 407,895
4.67%, 1/25/2009........................................................... 929,581 929,581
4.87%, 4/25/2013........................................................... 2,261,030 2,261,030
4.80%, 5/25/2013........................................................... 1,678,744 1,678,744
4.64%, 7/25/2013........................................................... 105,637 105,637
4.81%, 8/25/2013........................................................... 1,836,400 1,836,400
4.69%, 12/25/2013.......................................................... 2,057,961 2,057,961
4.69%, 12/25/2013.......................................................... 265,793 265,793
4.80%, 1/25/2014........................................................... 1,026,549 1,026,549
4.56%, 2/25/2014........................................................... 397,475 397,475
4.69%, 2/25/2014........................................................... 1,617,360 1,617,360
4.38%, 5/25/2014........................................................... 960,843 960,843
4.87%, 7/25/2014........................................................... 1,478,698 1,478,698
4.57%,12/25/2015........................................................... 3,713,989 3,713,989
------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $72,168,655).............................. $ 72,168,655
============
FIRST PRAIRIE MONEY MARKET FUND, MONEY MARKET SERIES
STATEMENT OF INVESTMENTS (CONTINUED) DECEMBER 31, 1993
PRINCIPAL
REPURCHASE AGREEMENT-8.6% AMOUNT VALUE
------------ ------------
National Westminster Bank USA, 3.25%
dated 12/31/1993, due 1/3/1994 in the amount of $14,003,792
(fully collateralized by $14,020,000 U.S. Treasury Notes
4.625%, due 12/31/1994, value $14,471,795)
(cost $14,000,000)......................................................... $ 14,000,000 $ 14,000,000
============
TOTAL INVESTMENTS (cost $163,141,664).................................. 100.3% $163,141,664
====== ============
LIABILITIES, LESS CASH AND RECEIVABLES................................. (.3%) $ (518,187)
====== ============
NET ASSETS............................................................. 100.0% $162,623,477
====== ============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Backed by an irrevocable letter of credit.
(b) Variable interest rate - subject to change approximately every 7 to 90 days
(c) Variable interest rate - subject to change daily.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
FIRST PRAIRIE MONEY MARKET FUND, GOVERNMENT SERIES
STATEMENT OF INVESTMENTS DECEMBER 31, 1993
ANNUALIZED
YIELD ON
DATE OF PRINCIPAL
U.S. TREASURY BILLS-33.5% PURCHASE AMOUNT VALUE
---------- ------------ ------------
<S> <C> <C> <C> <C>
4/14/1994..................................................... 3.17% $ 25,000,000 $ 24,775,404
5/5/1994...................................................... 3.27 17,500,000 17,308,919
10/20/1994.................................................... 3.52 10,000,000 9,723,006
------------
TOTAL U.S. TREASURY BILLS (cost $51,807,329)...................... $ 51,807,329
============
U.S. GOVERNMENT AGENCIES-63.8%
Agency for International Development
Floating Rate Notes (a)
6/1/2005...................................................... 3.58% $ 23,690,000 $ 23,690,000
9/15/2018..................................................... 3.81 10,000,000 10,231,217
1/1/2021...................................................... 3.50 25,000,000 25,000,000
11/1/2021..................................................... 3.39 15,000,000 15,000,000
Small Business Administration
Pool Certificates (a)
6/25/2013..................................................... 4.69 963,875 963,875
9/25/2014..................................................... 4.58 920,905 920,905
7/25/2016..................................................... 4.18 14,133,814 14,182,121
9/25/2016..................................................... 4.18 8,668,941 8,698,589
------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $98,686,707)................. $ 98,686,707
============
REPURCHASE AGREEMENT-2.6%
National Westminster Bank USA
dated 12/31/1993, due 1/3/1994 in the amount of $4,001,083
(fully collateralized by $4,005,000
U.S. Treasury Notes 4.625%, due 12/31/1994,
value $4,133,911)
(cost $4,000,000)............................................. 3.25% $ 4,000,000 $ 4,000,000
============
TOTAL INVESTMENTS (cost $154,494,036).................... 99.9% $154,494,036
====== ============
CASH AND RECEIVABLES (NET)............................... .1% $ 119,227
====== ============
NET ASSETS............................................... 100.0% $154,613,263
====== ============
NOTE TO STATEMENT OF INVESTMENTS;
(a) Variable interest rate-subject to periodic change.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
FIRST PRAIRIE MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 1993
MONEY MARKET GOVERNMENT
SERIES SERIES
------------ ------------
ASSETS:
<S> <C> <C>
Investments in securities, at value-Note 2(a,b)............................ $163,141,664 $154,494,036
Interest receivable........................................................ 773,526 1,037,531
Receivable for investment securities sold.................................. 114,818 54,007
Prepaid expenses........................................................... 33,232 12,599
------------ ------------
164,063,240 155,598,173
------------ ------------
LIABILITIES:
Due to The First National Bank of Chicago.................................. 103,884 107,619
Due to The Dreyfus Corporation............................................. 102,287 239,977
Due to Custodian........................................................... 1,164,365 566,747
Accrued expenses........................................................... 69,227 70,567
------------ ------------
1,439,763 984,910
------------ ------------
NET ASSETS..................................................................... $162,623,477 $154,613,263
============ ============
REPRESENTED BY:
Paid-in capital............................................................ $162,600,116 $154,633,611
Accumulated net realized gain (loss) on investments........................ 23,361 (20,348)
------------ ------------
NET ASSETS at value applicable to 162,600,116 and 154,633,611 shares outstanding
(unlimited number of $.01 par value shares of
Beneficial Interest authorized)............................................ $162,623,477 $154,613,263
============ ============
NET ASSET VALUE, offering and redemption price per share:
Money Market Series
($162,623,477/162,600,116 shares)...................................... $1.00
=====
Government Series
($154,613,263/154,633,611 shares)...................................... $1.00
=====
STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1993
MONEY MARKET GOVERNMENT
SERIES SERIES
------------ ------------
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 7,507,525 $ 15,470,122
------------ ------------
EXPENSES-Note 2(c):
Management fee-Note 3(a)............................................... $ 995,552 $ 2,365,743
Administration fee-Note 3(a)........................................... 172,808 365,343
Shareholder servicing costs-Note 3(b).................................. 715,035 1,241,878
Custodian fees......................................................... 62,357 118,324
Professional fees...................................................... 28,562 72,681
Prospectus and shareholders' reports-Note 3(b)......................... 20,484 15,693
Registration fees...................................................... 13,125 14,770
Trustees' fees and expenses-Note 3(c).................................. 2,979 6,768
Miscellaneous.......................................................... 14,114 40,202
------------ ------------
2,025,016 4,241,402
Less-reduction in management fee and administration
fee due to undertakings-Note 3(a).................................. 102,617 671,626
------------ ------------
TOTAL EXPENSES................................................. 1,922,399 3,569,776
------------ ------------
INVESTMENT INCOME-NET.......................................................... 5,585,126 11,900,346
NET REALIZED GAIN (LOSS) ON INVESTMENTS-Note 2(b).............................. 23,361 (13,557)
------------ ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 5,608,487 $ 11,886,789
============ ============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
FIRST PRAIRIE MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS
MONEY MARKET SERIES GOVERNMENT SERIES
--------------------------- ---------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------- ---------------------------
1992 1993 1992 1993
------------ ------------ ------------ ------------
OPERATIONS:
<S> <C> <C> <C> <C>
Investment income-net....................................... $ 12,399,605 $ 5,585,126 $ 19,082,767 $ 11,900,346
Net realized gain (loss) on investments..................... 4,319 23,361 (5,649) (13,557)
------------ ------------ ------------ ------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS........................... 12,403,924 5,608,487 19,077,118 11,886,789
------------ ------------ ------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net....................................... (12,399,605) (5,585,126) (19,082,767) (11,900,346)
Net realized gain on investments............................ (5,410) (4,319) __ __
------------ ------------ ------------ ------------
TOTAL DIVIDENDS......................................... (12,405,015) (5,589,445) (19,082,767) (11,900,346)
------------ ------------ ------------ ------------
BENEFICAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold............................... 2,907,881,568 1,739,129,690 2,812,319,864 1,491,641,119
Dividends reinvested........................................ 3,510,328 2,244,715 847,877 564,832
Cost of shares redeemed..................................... (3,107,316,541)(1,839,635,459)(3,255,326,710)(1,886,311,644)
------------ ------------ ------------ ------------
(DECREASE) IN NET ASSETS FROM
BENEFICIAL INTEREST TRANSACTIONS.................... (195,924,645) (98,261,054) (442,158,969) (394,105,693)
------------ ------------ ------------ ------------
TOTAL (DECREASE) IN NET ASSETS.................. (195,925,736) (98,242,012) (442,164,618) (394,119,250)
NET ASSETS:
Beginning of year........................................... 456,791,225 260,865,489 990,897,131 548,732,513
------------ ------------ ------------ ------------
End of year................................................. $260,865,489 $162,623,477 $548,732,513 $154,613,263
============ ============ ============ ============
See notes to financial statements.
</TABLE>
FIRST PRAIRIE MONEY MARKET FUND, MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Prospectus dated April 11, 1994.
FIRST PRAIRIE MONEY MARKET FUND, GOVERNMENT SERIES
FINANCIAL HIGHLIGHTS (CONTINUED)
Reference is made to page 5 of the Prospectus dated April 11, 1994.
See notes to financial statements.
FIRST PRAIRIE MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
NOTE 1-GENERAL:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company and
operates as a series company issuing two classes of Beneficial Interest:
the Money Market Series and the Government Series. The Fund accounts
separately for the assets, liabilities and operations of each series. The
First National Bank of Chicago ("Manager") serves as the Fund's
investment adviser. The Dreyfus Corporation ("Dreyfus") provides certain
administrative services to the Fund-see Note 3(a). Dreyfus Service
Corporation ("Distributor"), a wholly-owned subsidiary of Dreyfus, acts
as the distributor of the Fund's shares, which are sold without a sales
load.
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00 for each series; the Fund has adopted certain investment,
portfolio valuation and dividend and distribution policies to enable it to do
so.
NOTE 2-SIGNIFICANT ACCOUNTING POLICIES:
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Trustees to represent
the fair value of the Fund's investments.
(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.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Fund's Adviser, subject to
the seller's agreement to repurchase and the Fund's agreement to resell
such securities at a mutually agreed upon price. Securities purchased
subject to repurchase agreements are deposited with the Fund's custodian
and, pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(C) EXPENSES: Expenses directly attributable to each series are charged
to that series' operations; expenses which are applicable to both series
are allocated between them.
(D) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund, with
respect to both series, to declare dividends daily from investment
income-net. Such dividends are paid monthly. Dividends from net realized
capital gain, with respect to both series, are normally declared and paid
annually, but each series may make distributions on a more frequent basis
to comply with the distribution requirements of the Internal Revenue
Code. However, to the extent that net realized capital gain of either series
can be reduced by capital loss carryovers of that series, such gain will not
be distributed.
(E) FEDERAL INCOME TAXES: It is the policy of each series to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Government Series has an unused capital loss carryover of
approximately $3,100 available for Federal income tax purposes to be
applied against future net securities profits, if any, realized subsequent
to December 31, 1993. The carryover does not include net realized
securities losses from November 1, 1993 through December 31, 1993
which are treated for Federal income tax purposes as arising in 1994. If
not applied, the carryover expires in 2000.
At December 31, 1993, the cost of investments of each series for
Federal income tax purposes was substantially the same as the cost for
financial reporting purposes (see the Statement of Investments).
FIRST PRAIRIE MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3-INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER
TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee for each series is computed at the annual
rate of .55 of 1% of the average daily value of the net assets of each
series and is payable monthly. The agreement further provides that if in
any full year the aggregate expenses of either series, excluding interest
on borrowings, taxes, brokerage, and extraordinary expenses, exceed the
expense limitation of any state having jurisdiction over the Fund, that
series may deduct from the payments to be made to the Manager, or the
Manager will bear such excess to the extent required by state law. 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 either
series' net assets in accordance with California "blue sky" regulations.
However, the Manager and Dreyfus had undertaken from January 4, 1993
through April 29, 1993 and the Manager from April 30, 1993 through May
27, 1993 with respect to the Money Market Series and through November
30, 1993 with respect to the Government Series, to reduce the
management fee and administration fee paid by either series, to the
extent that such series' aggregate expenses (excluding certain expenses
as described above) exceeded specified annual percentages of that series'
average daily net assets. The reductions in management fee and the
administration fee for the year ended December 31, 1993, pursuant to the
undertakings for the Money Market Series and the Government Series
amounted to $102,617 and $671,626, respectively.
Effective April 30, 1993, the Manager has engaged Dreyfus to assist it
in providing certain administrative services for each series pursuant to a
Master Administration Agreement between the Manager and Dreyfus.
Pursuant to its agreement with Dreyfus, the Manager has agreed to pay
Dreyfus for Dreyfus' services.
Prior to April 30, 1993, pursuant to an Investment Advisory Agreement
with the Manager and an Administration Agreement with Dreyfus, the
Investment Advisory Fee and the Administration Fee were computed at
annual rates of .40 of 1% and .20 of 1%, respectively, of the average daily
value of each series net assets. The agreements provided that if in any
full year the aggregate expenses of either series (excluding certain
expenses as described above), exceeded the expense limitation of any
state having jurisdiction over the series, that series could deduct from
the payments to be made to the Manager and Dreyfus, or the Manager and
Dreyfus would bear their proportionate share of such excess to the extent
required by state law.
(B) The Fund has adopted a Service Plan (the "Plan") pursuant to which
each series has agreed to pay 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 Manager, Dreyfus 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 .25 of 1% of each
series' average daily net assets. The Plan also separately provides 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 each series' average daily net
assets for any full year. For the year ended December 31, 1993, the Money
Market Series and the Government Series were charged $519,700 and
$1,204,982, respectively, pursuant to the Plan, substantially all of which
was retained by the Manager and Dreyfus.
(C) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager or the Dreyfus. Each trustee who is
not an "affiliated person" receives an annual fee of $2,500 and an
attendance fee of $500 per meeting.
FIRST PRAIRIE MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(D) On December 5, 1993, Dreyfus entered into an Agreement and Plan of
Merger providing for the merger of Dreyfus with a subsidiary of Mellon
Bank Corporation ("Mellon").
Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of Dreyfus and of Mellon.
The merger is expected to occur in mid-1994, but could occur
significantly later.
FIRST PRAIRIE MONEY MARKET FUND
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
FIRST PRAIRIE MONEY MARKET FUND
We have audited the accompanying statement of assets and liabilities
of First Prairie Money Market Fund (comprising, respectively, the Money
Market Series and the Government Series), including the statements of
investments, as of December 31, 1993, 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, 1993 by
correspondence with the custodian and others. 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 Money Market Fund, at December 31, 1993, the
results of their operations for the year then ended, the changes in their
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.
New York, New York Ernst & Young
February 4, 1994
FIRST PRAIRIE MONEY MARKET FUND
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information - Money Market Series - for the
period from February 5, 1986 (commencement of operations) to
December 31, 1986 and for each of the seven years in the period
ended December 31, 1993; Government Series - for the period from
May 1, 1987 (commencement of operations) to December 31, 1987 and
for each of the six years in the period ended December 31, 1993.
Included in Part B of the Registration Statement:
Statement of Investments - December 31, 1993.
Statement of Assets and Liabilities - December 31, 1993.
Statement of Operations - year ended December 31, 1993.
Statement of Changes in Net Assets - Money Market Series - for
each of the years ended December 31, 1992 and 1993; Government
Series - for each of the years ended December 31, 1992 and 1993.
Notes to Financial Statements.
Report of Independent Auditors dated February 4, 1994.
Schedule Nos. I through VII and other financial statement
information, for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are either omitted
because they are not required under the related instructions, they are
inapplicable, or the required information is presented in the financial
statements or notes which are included in Part B to the Registration
Statement.
Item 24. Financial Statements and Exhibits (continued)
(b) Exhibits:
(1)(a) The Registrant's Agreement and Declaration of Trust is
incorporated by reference to Exhibit (1) of Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-1A,
filed on December 30, 1985.
(b) Amendment dated March 15, 1989 to the Registrant's Agreement
and Declaration of Trust is incorporated by reference to
Exhibit (1)(b) of Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed on April 26, 1990.
(2) The Registrant's By-Laws are incorporated by reference to
Exhibit (2) of Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A, filed on December 30,
1985.
(4) The specimen certificate for shares issued by the Registrant
is incorporated by reference to Exhibit (4) of Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-1A,
filed on December 30, 1985.
(5) The Management Agreement is incorporated by reference to
Exhibit (5) of Post-Effective Amendment No. 11 to the
Registration Statement on Form N-1A, filed on March 1, 1993.
(6)(a) The Distribution Agreement, as revised, is incorporated by
reference to Exhibit (6)(a) of Post-Effective Amendment No. 8
to the Registration Statement on Form N-1A, filed on April 26,
1990.
(b)(i) Forms of Service Agreements are incorporated by reference to
Exhibit (6)(b) of Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A, filed on December 30,
1985.
(b)(ii) Additional Forms of Service Agreements are incorporated by
reference to Exhibit (6)(b)(ii) of Post-Effective Amendment
No. 2 to the Registration Statement on Form N-1A, filed on
April 30, 1987.
(8) The Custody Agreement, as amended and restated, is
incorporated by reference to Exhibit (8)(a) of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A,
filed on April 26, 1990.
(10) The opinion and consent of Registrant's counsel is
incorporated by reference to Exhibit (10) of Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-1A,
filed on December 30, 1985.
Item 24. Financial Statements and Exhibits (continued)
(11) Consent of Independent Auditors.
(15) The Service Plan, as revised, is incorporated by reference to
Exhibit (15) of Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed on April 26, 1990.
(16) Yield Computation Schedule.
Other Exhibits:
(a) Powers of Attorney.
(b) Registrant's Certificate of Assistant Secretary is
incorporated by reference to Other Exhibits (b) of Post-
Effective Amendment No. 6 to the Registration Statement on
Form N-1A, filed on January 16, 1989.
Item 25. Persons Controlled by or Under Common Control with Registrant
Not Applicable
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders as of March 23, 1994
Money Market Series - 5,619
Shares of beneficial
interest, par value
$.001 per share
Government Series - 509
Shares of beneficial
interest, par value
$.001 per share
Item 27. Indemnification
Reference is made to Article VIII of the Registrant's Agreement
and Declaration of Trust, incorporated by reference to
Exhibit (1) of Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A, filed on December 30, 1985. The
application of these provisions is limited by Article 10 of the
Registrant's By-Laws incorporated by reference to Exhibit (2) of
Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A, filed on December 30, 1985 and the following
undertaking set forth in the rules promulgated by the Securities
and Exchange Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a trustee,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final
adjudication of such issue.
Reference is also made to the Distribution Agreement, as amended,
incorporated be reference to Exhibit (6)(a) of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A, filed
on April 26, 1990.
Item 28. Business and Other Connections of the Manager
Officers and Directors of the Manager:
The Manager is a commercial bank providing a wide range of
banking and investment services.
To the knowledge of the Registrant, none of the directors or
executive officers of the Manager, except those described
below, are or have been, at any time during the past two years,
engaged in any other business, profession, vocation or
employment of a substantial nature, except that certain
directors and executive officers of the Manager also hold or
have held various positions with bank and non-bank affiliates
of the Manager, including its parent, First Chicago
Corporation.
Principal Occupation
Position with or Other Employment
Name the Manager a Substantial Nature
Richard L. Thomas Chairman of the Also serves as Chairman of the
Board and Chief Board and Chief Executive Officer
Executive Officer of First Chicago Corporation*
John H. Bryan Director Chairman of the Board and Chief
Executive Officer, Sara Lee
Corporation*
Dean L. Buntrock Director Chairman of the Board and Chief
Executive Officer, Waste
Management, Inc.*
Frank W. Considine Director Honorary Chairman of the Board
and Chairman of the Executive
Committee, American National
Can Company*
James S. Crown Director General Partner, Henry Crown and
Company (Not Incorporated)*
Donald P. Jacobs Director Dean of the J.L. Kellogg Graduate
School of Management, Northwestern
University*
Charles S. Locke Director Chairman of the Board and Chief
Executive Officer, Morton
International, Inc.*
Richard M. Morrow Director Retired Chairman and
Chief Executive Officer, Amoco
Corporation*
___________________________________________
* Serves as a Director of First Chicago Corporation.
Principal Occupation
Position with or Other Employment
Name the Manager a Substantial Nature
Leo F. Mullin Director President and Chief Operating
Officer of First Chicago
Corporation and Chairman, American
National Corporation
Earl L. Neal Director Principal, Earl L. Neal &
Associates, a Law firm
James J. O'Connor Director Chairman and Chief Executive
Officer, Commonwealth Edison
Company*
Jerry K. Pearlman Director Chairman, President and Chief
Executive Officer, Zenith
Electronics Corporation*
Jack F. Reichert Director Chairman of the Board, President
and Chief Executive Officer,
Brunswick Corporation
Patrick G. Ryan Director President and Chief Executive
Officer, Aon Corporation*
George A. Shaefer Director Chairman of the Board, Retired,
and Director, Caterpillar Inc.*
Adele Simmons Director President, John D. and Catherine
T. MacArthur Foundation
Roger W. Stone Director Chairman of the Board, President
and Chief Executive Officer, Stone
Container Corporation*
David J. Vitale Vice Chairman and Vice Chairman of First Chicago
Director Corporation*
___________________________________________
* Serves as a Director of First Chicago Corporation.
Position with
Name the Manager
Marvin J. Alef, Jr. Executive Vice President
John W. Ballantine Executive Vice President
Jerry C. Bradshaw Executive Vice President
Sherman I. Goldberg Executive Vice President,
General Counsel and
Secretary
Donald R. Hollis Executive Vice President
W. G. Jurgensen Executive Vice President
Scott P. Marks, Jr. Executive Vice President
Robert A. Rosholt Executive Vice President
and Chief Financial
Officer
J. Mikesell Thomas Executive Vice President
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Money Market Fund, Inc.
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Growth, L.P. (A Strategic Fund)
24) Dreyfus Global Investing, Inc.
25) Dreyfus GNMA Fund, Inc.
26) Dreyfus Government Cash Management
27) Dreyfus Growth and Income Fund, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) Dreyfus Investors GNMA Fund
35) The Dreyfus Leverage Fund, Inc.
36) Dreyfus Life and Annuity Index Fund, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus Michigan Municipal Money Market Fund, Inc.
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund
47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus Ohio Municipal Money Market Fund, Inc.
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) Dreyfus Short-Term Income Fund, Inc.
65) The Dreyfus Socially Responsible Growth Fund, Inc.
66) Dreyfus Strategic Growth, L.P.
67) Dreyfus Strategic Income
68) Dreyfus Strategic Investing
69) Dreyfus Tax Exempt Cash Management
70) The Dreyfus Third Century Fund, Inc.
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus-Wilshire Target Funds, Inc.
75) Dreyfus Worldwide Dollar Money Market Fund, Inc.
76) First Prairie Cash Management
77) First Prairie Diversified Asset Fund
78) First Prairie Municipal Money Market Fund
79) First Prairie Municipal Bond Fund
80) First Prairie U.S. Government Income Fund
81) First Prairie U.S. Treasury Securities Cash Management
82) FN Network Tax Free Money Market Fund, Inc.
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President and Director President
and Trustee
Lawrence M. Greene* Executive Vice President and Director None
Julian M. Smerling* Executive Vice President and Director None
Elie M. Genadry* Executive Vice President None
Hank Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President None
and Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-Trading None
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices with Positions and
Name and principal Broker-Dealer Division of offices with
business address Dreyfus Service Corporation Registrant
__________________ ___________________________ _____________
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales Manager None
Kristina Williams
Pomano Beach, FL Vice President-Administration None
Edward Donley
Latham, NY Regional Vice President None
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino
San Francisco, CA Regional Vice President None
William Frey
Hoffman Estates, IL Regional Vice President None
Suzanne Haley
Tampa, FL Regional Vice President None
Philip Jochem
Warrington, PA Regional Vice President None
Fred Lanier
Atlanta, GA Regional Vice President None
Beth Presson
Colchester, VT Regional Vice President None
Joseph Reaves
New Orleans, LA Regional Vice President None
Christian Renninger
Germantown, MD Regional Vice President None
Kurt Wiessner
Minneapolis, MN Regional Vice President None
Mary Rogers** Assistant Vice President None
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Institutional Services Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President None
Stacy Alexander* Vice President None
Eric Almquist* Vice President None
James E. Baskin+++++++ Vice President None
Kenneth Bernstein
Boca Raton, FL Vice President-Institutional Sales None
Stephen Burke* Vice President None
Laurel A. Diedrick
Burrows*** Vice President None
Daniel L. Clawson++++ Vice President None
Michael Caraboolad
Gates Mills, OH Vice President-Institutional Sales None
Laura Caudillo++ Vice President-Institutional Sales None
Steven Faticone***** Vice-President-Institutional Sales None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-Institutional Sales None
Carol Anne Kelty* Vice President-Institutional Sales None
Gwenn Kessler***** Vice President-Institutional Sales None
Nancy Knee++++ Vice President-Institutional Sales None
Bradford Lange* Vice President-Institutional Sales None
Kathleen McIntyre
Lewis++ Vice President None
Eva Machek***** Vice President-Institutional Sales None
Mary McCabe*** Vice President-Institutional Sales None
James McNamara***** Vice President-Institutional Sales None
James Neiland* Vice President None
Susan M. O'Connor* Vice President-Institutional
Seminars None
Andrew Pearson+++ Vice President-Institutional Sales None
Jean Heitzman Penny***** Vice President-Institutional Sales None
Dwight Pierce+ Vice President None
Lorianne Pinto* Vice President-Institutional Sales None
Douglas Rentschler
Grosse Point Park, MI Vice President-Institutional Sales None
Leah Ryan**** Vice President-Institutional Sales None
Emil Samman* Vice President-Institutional
Marketing None
Edward Sands* Vice President-Institutional
Administration None
William Schalda* Vice President None
Sue Ann Seefeld++++ Vice President-Institutional Sales None
Elizabeth Biordi Vice President-Institutional
Wieland* Administration None
Jeanne Butler* Assistant Vice President-
Institutional Operations None
Roberta Hall***** Assistant Vice President-
Institutional Servicing None
Tracy Hopkins** Assistant Vice President-
Institutional Operations None
Lois Paterson* Assistant Vice President-
Institutional Operations None
Karen Markovic
Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-
Institutional Support None
Emilie Tongalson** Assistant Vice President-
Institutional Servicing None
Carolyn Warren++ Assistant Vice President-
Institutional Servicing None
Tonda Watson**** Assistant Vice President-
Institutional Sales None
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices with Positions and
Name and principal Group Retirement Plans Division offices with
business address of Dreyfus Service Corporation Registrant
__________________ _______________________________ _____________
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Paul Allen* Executive Vice President-
National Sales None
Leonard Larrabee* Vice President and Senior Counsel None
George Anastasakos* Vice President None
Bart Ballinger++ Vice President-Sales None
Paula Cleary* Vice President-Marketing None
Ellen S. Dinas* Vice President-Marketing/Communications None
Wendy Holcomb++ Vice President-Sales None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Gerald Goz* Vice President-Sales None
Jeffrey Lejune
Dallas, TX Vice President-Sales None
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President-Sales None
Alison Saunders** Vice President-Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-Sales None
_____________________________________________________
* The address of the offices so indicated is 200 Park Avenue, New
York, New York 10166
** The address of the offices so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580 California Street,
San Francisco, California 94104.
**** The address of the offices so indicated is 3384 Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box 1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest Hill
Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond Street,
San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
________________________________
1.The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2.The Bank of New York
110 Washington Street
New York, New York 10286
3.The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a trustee or trustees when requested in writing
to do so by the holders of at least 10% of the Registrant's outstanding
shares of beneficial interest and in connection with such meeting to comply
with the provisions of Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the eleventh day of April, 1994.
FIRST PRAIRIE MONEY MARKET FUND
BY: /s/Joseph S. DiMartino
JOSEPH S. DIMARTINO, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
/s/Joseph S. DiMartino* President (Principal Executive 04/11/94
- ----------------------
Joseph S. DiMartino Officer) and Trustee
/s/John J. Pyburn* Treasurer (Principal Financial 04/11/94
- -----------------
John J. Pyburn and Accounting Officer)
/s/Paul R. Casti, Jr.* Controller (Principal Accounting 04/11/94
- ----------------------
Paul R. Casti, Jr. Officer)
/s/John P. Gould* Trustee 04/11/94
- -----------------
John P. Gould
/s/Marilyn McCoy* Trustee 04/11/94
- -----------------
Marilyn McCoy
/s/Raymond D. Oddi* Trustee 04/11/94
- -------------------
Raymond D. Oddi
*BY: /s/ Robert I. Frenkel
---------------------
Robert I. Frenkel
Attorney-in-Fact
Other Exhibit(a)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Mark N. Jacobs and
Robert I. Frenkel, and each of them, with full power to act without the
other, her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for her and in her name, place and
stead, in any and all capacities (until revoked in writing) to sign
any and all amendments to the Registration Statement (including post-
effective amendments and amendments thereto), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
FIRST PRAIRIE MONEY MARKET FUND
_______________________________________
March 31, 1994
_________________________________
Marilyn McCoy, Trustee
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated February 4, 1994 in this Registration Statement (Form N-1A No.
2-95546) of First Prairie Money Market Fund.
ERNST & YOUNG
New York, New York
April 7, 1994
FIRST PRAIRIE MONEY MARKET FUND
MONEY MARKET SERIES
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000149134
+ Dividend on 12/27/93 0.000072705
+ Dividend on 12/28/93 0.000074401
+ Dividend on 12/29/93 0.000072704
+ Dividend on 12/30/93 0.000073449
+ Dividend on 12/31/93 0.000072259 0.000514652
-------------
Value of Account 12/31/93 1.000514652
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000514652
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000514652
=============
Annualized Seven Day Yield ( 0.000514652 x 365 / 7) 2.68%
=============
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000149134
+ Dividend on 12/27/93 0.000072705
+ Dividend on 12/28/93 0.000074401
+ Dividend on 12/29/93 0.000072704
+ Dividend on 12/30/93 0.000073449
+ Dividend on 12/31/93 0.000072259 0.000514652
-------------
Value of Account 12/31/93 1.000514652
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000514652
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000514652
=============
365/7
Annualized Effective Yield [ ( 0.000514652 +1) ]-1 2.72%
=============
FIRST PRAIRIE MONEY MARKET FUND
GOVERNMENT SERIES
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000142766
+ Dividend on 12/27/93 0.000071939
+ Dividend on 12/28/93 0.000072519
+ Dividend on 12/29/93 0.000072386
+ Dividend on 12/30/93 0.000072339
+ Dividend on 12/31/93 0.000072708 0.000504657
-------------
Value of Account 12/31/93 1.000504657
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000504657
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000504657
=============
Annualized Seven Day Yield ( 0.000504657 x 365 / 7) 2.63%
=============
Value of Account 12/24/93 $ 1.000000000
+ Dividend on 12/25/93 $ 0.000142766
+ Dividend on 12/27/93 0.000071939
+ Dividend on 12/28/93 0.000072519
+ Dividend on 12/29/93 0.000072386
+ Dividend on 12/30/93 0.000072339
+ Dividend on 12/31/93 0.000072708 0.000504657
-------------
Value of Account 12/31/93 1.000504657
Less the value of account 12/24/93 (1.000000000)
-------------
Change in Account 0.000504657
Divided by value of account 12/24/93 1.000000000
-------------
Base Period Return 0.000504657
=============
365/7
Annualized Effective Yield [ ( 0.000504657 +1) ]-1 2.67%
=============
