<PAGE> 1
FIRST PRAIRIE MONEY MARKET FUND
125 West 55th Street
New York, New York 10019
Via EDGAR
July 18, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR FIRST PRAIRIE MONEY MARKET FUND,
GOVERNMENT SERIES
FILE NOS.: 2-95546; 811-04212
Ladies & Gentlemen:
This notice is filed on behalf of the First Prairie Money Market Fund
with respect to its Government Series (the "Series") pursuant to Rule 24f-2
under the Investment Company Act of 1940. On May 20, 1995, the Series
transferred all of its assets to a series of another investment company;
consequently, May 20, 1995 is deemed to be the Series fiscal year-end for
purposes of this filing.
1. Fiscal period for which this Notice is filed: January 1, 1995
through May 20 , 1995 (the transfer date of the Series assets to a series of
Prairie Funds.)
2. Number of shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 which remained unsold on January 1, 1995: 0.
3. Number of shares registered under the Securities Act of 1933 for the
period ended May 20, 1995 other than pursuant to Rule 24f-2: 0.
4. Total number of shares sold during the period ended May 20, 1995:
141,752,287.450.
5. Total number of shares sold* for the period ended May 20, 1995 in
reliance upon Rule 24f-2: 141,752,287.450.
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*CALCULATION OF FEE
<TABLE>
<CAPTION>
SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Shares sold: 141,752,287.450 $141,752,287.450
Shares redeemed: (206,663,926.570) ($206,663,926.570)
Net of Sales for calculation of Fee: 0 $0
Fee at 1/29 of 1% = $0
</TABLE>
The Registration Fee of $0 has been wired to the Securities and Exchange
Commission's account at Mellon Bank.
Also transmitted herewith is the required Opinion of Counsel.
Very truly yours,
Assistant Secretary
cc: D. Stephens (Stroock & Stroock & Lavan)
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- -------
EX-99.5 Opinion of Counsel
<PAGE> 1
July 17, 1995
First Prairie Money Market Fund
c/o Concord Financial Group, Inc.
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter is in response
to your request for our opinion in connection with the filing by you of a "Rule
24f-2 Notice" pursuant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended. In such notice you have reported the sale during the
period from January 1, 1995 through May 20, 1995 (the date each Series of the
Fund transferred all of its assets to another investment company) of an
aggregate amount of shares of each Series of the Fund as set forth on Exhibit A
hereto (the "Shares").
We have acted as counsel to the Fund since its organization and in connection
with the filing by the Fund of a registration statement, and amendments thereto,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. In so acting, we have examined a copy of the Fund's charter documents,
the Rule 24f-2 Notice, the original or reproduced or certified copies of all
such records of the Fund, agreements, certificates of officers and
representatives of the Fund and others, and such other documents, papers,
statutes and authorities as we deemed necessary to form a basis for the opinion
hereinafter expressed. As to matters of fact relevant to such opinion, we have
relied upon the Rule 24f-2 Notice and statements and certificates of officers
and representatives of the Fund and others. We have assumed the genuineness of
all signatures and the conformity to the original documents of the copies of
documents supplied to us as originals or reproduced copies.
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First Prairie Money Market Fund
Page 2
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable by the
Fund.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
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First Prairie Money Market Fund
Page 3
EXHIBIT A
<TABLE>
<CAPTION>
Name of Series Shares
- -------------- ------
<S> <C>
Government Series 141,752,287.450
Money Market Series 319,636,845.060
</TABLE>
