PRELIMINARY COPY
THE PRAIRIE FAMILY OF FUNDS
__________________________________________
NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS
__________________________________________
To the Stockholders:
Special Meetings of Stockholders of each of the Funds
in The Prairie Family of Funds listed below (each, a "Fund" and,
collectively, the "Funds") will be held at the offices of BISYS
Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio, on
Wednesday, November 29, 1995 at __:__ _.m., local time. The
Funds are:
Prairie Funds
(for each of its Series)
Prairie Institutional Funds
(for each of its Series)
Prairie Intermediate Bond Fund
Prairie Municipal Bond Fund, Inc.
The meetings will be held with respect to each Fund for
the following purposes:
1. To approve a new Investment Advisory Agreement
between the Fund and First Chicago Investment Management
Company. No fee increase is proposed.
2. To approve a new Sub-Investment Advisory Agreement
between First Chicago Investment Management Company and ANB
Investment Management and Trust Company with respect to the
International Equity Fund of Prairie Funds only. No fee
increase is proposed.
3. To transact such other business as may properly
come before the meeting, or any adjournment or adjournments
thereof.
Stockholders of record at the close of business on
September 15, 1995 will be entitled to receive notice of and to
vote at the meeting.
By Order of the Board
George O. Martinez
Secretary
Chicago, Illinois
September __, 1995
| WE NEED YOUR PROXY VOTE IMMEDIATELY |
| |
| A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, |
| BUT IT IS VITAL. BY LAW, THE MEETING OF STOCKHOLDERS |
| OF EACH FUND WILL HAVE TO BE ADJOURNED WITHOUT |
| CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS |
| REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD |
| CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE |
| A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO |
| ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS SCHEDULED, |
| SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND |
| AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR |
| COOPERATION. |
<PAGE>
PRELIMINARY COPY
THE PRAIRIE FAMILY OF FUNDS
COMBINED PROXY STATEMENT
SPECIAL MEETINGS OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, NOVEMBER 29, 1995
This proxy statement is furnished in connection with a
solicitation of proxies by the Board of each of Prairie Funds,
Prairie Institutional Funds, Prairie Intermediate Bond Fund and
Prairie Municipal Bond Fund, Inc. (each, an "Investment Company")
to be used at the Special Meeting of Stockholders of each
Investment Company to be held on Wednesday, November 29, 1995 at
__:__ _.m., local time, at the offices of BISYS Fund Services,
Inc., 3435 Stelzer Road, Columbus, Ohio, for the purposes set
forth in the accompanying Notice of Special Meetings of
Stockholders. Stockholders of record at the close of business on
September 15, 1995 are entitled to be present and to vote at the
meeting. Stockholders are entitled to one vote for each share
held and fractional votes for each fractional share held. Shares
represented by executed and unrevoked proxies will be voted in
accordance with the specifications made thereon. If any enclosed
form of proxy is executed and returned, it nevertheless may be
revoked by another proxy or by letter or telegram directed to the
relevant Investment Company, which must indicate the
stockholder's name and account number. To be effective, such
revocation must be received prior to the relevant Investment
Company's meeting. Authorizations to execute proxies may be
obtained by telephonic or electronically transmitted
instructions. In addition, any stockholder who attends a meeting
in person may vote by ballot at the meeting, thereby canceling
any proxy previously given. See "Voting Information."
It is estimated that proxy materials will be mailed to
stockholders of record on or about September __, 1995. The
principal executive offices of each Investment Company are
located at Three First National Plaza, Chicago, Illinois 60670.
COPIES OF EACH INVESTMENT COMPANY'S MOST RECENT ANNUAL AND/OR
SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE,
BY WRITING TO THE INVESTMENT COMPANY AT ITS PRINCIPAL EXECUTIVE
OFFICES OR BY CALLING TOLL-FREE 1-800-224-4800 IN THE CASE OF
PRAIRIE FUNDS, PRAIRIE INTERMEDIATE BOND FUND AND PRAIRIE
MUNICIPAL BOND FUND, INC., OR 312-732-6400 IN THE CASE OF PRAIRIE
INSTITUTIONAL FUNDS.
Prairie Funds and Prairie Institutional Funds are
series funds, which means that each is divided into separate
portfolios or series (each such series, together with Prairie
Intermediate Bond Fund and Prairie Municipal Bond Fund, Inc.,
being referred to herein as a "Fund"). For purposes of this
Proxy Statement, each Fund is treated as a separate entity and,
thus, its stockholders will vote together--and not with the
stockholders of any other Fund--on the matters to be considered
at the meeting. Thus, if a proposal is approved by the
stockholders of one Fund and not approved by the stockholders of
any other Fund, the proposal will be implemented for the Fund
that approved the proposal. Stockholder votes will be tabulated
without regard to classification of shares. Stockholders can
vote only on matters affecting the Fund of which they are
stockholders. Only stockholders of the International Equity
Fund, a series of Prairie Funds, will vote on Proposal 2. As of
September __, 1995, your Fund had outstanding the number of
shares indicated on Exhibit A.
It is essential that stockholders who own shares in
more than one Fund complete, date, sign and return each proxy
card they receive.
PROPOSAL 1. APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN THE FUND AND FIRST CHICAGO INVESTMENT MANAGEMENT
COMPANY
INTRODUCTION
First Chicago Investment Management Company ("FCIMCO")
currently serves as each Fund's investment adviser pursuant to a
separate Investment Advisory Agreement (the "Existing Advisory
Agreement"). FCIMCO is a wholly-owned subsidiary of The First
National Bank of Chicago, which in turn is a wholly-owned
subsidiary of First Chicago Corporation, a registered bank
holding company.
In July 1995, First Chicago Corporation announced its
entry into a merger agreement with NBD Bancorp, Inc. ("NBD"), a
bank holding company, pursuant to which First Chicago Corporation
will merge with and into NBD (the "Merger"), with NBD as the
surviving corporation in the Merger and continuing under the name
"First Chicago NBD Corporation." The board of directors of each
bank holding company has approved the Merger, which will create
the [seventh] largest bank holding company in the United States
based on assets. The Merger is expected to be completed on or
about November 30, 1995.
NBD is a publicly owned multibank holding company
incorporated under Delaware law and registered under the Federal
Bank Holding Company Act of 1956, as amended. Through its
subsidiaries, NBD managed as of June 30, 1995, more than $29
billion in assets, including approximately $6.4 billion in mutual
fund assets.
As required by the Investment Company Act of 1940, as
amended (the "1940 Act"), the Existing Advisory Agreement
provides for its automatic termination upon its "assignment."
Consummation of the Merger may be deemed to be an assignment (as
defined in the 1940 Act) of the Existing Advisory Agreement and,
consequently, its termination in accordance with its terms. In
anticipation of the consummation of the Merger and to provide
continuity in investment advisory services, at a meeting held on
September 19, 1995, each Investment Company's Board, including a
majority of the Board members who are not "interested persons"
(as defined in the 1940 Act) of the Investment Company, approved
and directed that there be submitted to stockholders for approval
at this meeting a new investment advisory agreement between such
Investment Company and FCIMCO (the "New Advisory Agreement").
EACH NEW ADVISORY AGREEMENT IS IDENTICAL TO THE EXISTING ADVISORY
AGREEMENT, EXCEPT FOR ITS EFFECTIVE DATE. FOR EACH FUND, THE
AGGREGATE CONTRACTUAL RATE CHARGEABLE FOR INVESTMENT ADVISORY
SERVICES WILL REMAIN THE SAME.
In connection with each Fund's approval of the New
Advisory Agreement, the Board considered that the terms of the
Merger do not require any change in the Fund's investment
objective or policies, FCIMCO's investment management or
operation of the Fund, the investment personnel managing the
Fund, or the stockholder services or other business activities of
the Fund. NBD and First Chicago Corporation have informed each
Investment Company's Board that the Merger will not at this time
result in any such change, although no assurance can be given
that such a change will not occur. Each also has advised that,
at present, neither plans nor proposes to make any material
changes in the business, corporate structure or composition of
senior management or personnel of FCIMCO, or in the manner in
which FCIMCO renders investment advisory services to each Fund.
If, after the Merger, changes in FCIMCO are proposed that might
materially affect its services to a Fund, the relevant Investment
Company's Board will consider the effect of those changes and
take such action as it deems advisable under the circumstances.
See also "Board Consideration" below.
FCIMCO has informed each Investment Company that it
proposes to comply with Section 15(f) of the 1940 Act. Section
15(f) provides a non-exclusive safe harbor for an investment
adviser or any of its affiliated persons to receive any amount or
benefit in connection with a change in control of the investment
adviser as long as two conditions are met. First, for a period
of three years after the transaction, at least 75% of the Board
members of the investment company must not be interested persons
of such investment adviser. Second, an "unfair burden" must not
be imposed on the investment company as a result of such
transaction or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is
defined in Section 15(f) to include any arrangement during the
two-year period after the transaction whereby the investment
adviser, or any interested person of any such adviser, receives
or is entitled to receive any compensation, directly or
indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other
services) or, with certain exceptions, from any person in
connection with the purchase or sale of securities or other
property to, from or on behalf of the investment company.
FCIMCO, after due inquiry, is not aware of any express or implied
term, condition, arrangement or understanding which would impose
an "unfair burden" on any Investment Company as a result of the
Merger. NBD has agreed that it, First Chicago Corporation,
FCIMCO and their affiliates will take no action that would have
the effect of imposing an "unfair burden" on any Investment
Company as a result of the Merger. First Chicago Corporation has
undertaken to pay all costs and expenses incurred by each
Investment Company as a result of the Merger, including the costs
of the stockholders' meetings.
FCIMCO
First Chicago Investment Management Company, located at
Three First National Plaza, Chicago, Illinois 60670, is each
Fund's investment adviser and administrator. FCIMCO is a newly-
formed, registered investment adviser, which, as of June 30,
1995, provided investment management services to portfolios
containing approximately $___ billion in assets, $___ billion of
which was for mutual funds. FCIMCO provides investment advisory
services to each Fund under the terms of a separate Existing
Advisory Agreement with the relevant Investment Company dated
November 18, 1994 with respect to Prairie Funds, January 1, 1995
with respect to Prairie Institutional Funds, and January 17, 1995
with respect to Prairie Intermediate Bond Fund and Prairie
Municipal Bond Fund. As to each Fund, the Existing Advisory
Agreement was last approved by such Fund's stockholders on the
date set forth on Exhibit A.
The following persons are officers and/or directors of
FCIMCO: J. Stephen Baine, Chairman of the Board of Directors,
Chief Executive Officer and President; Alan F. Delp, William G.
Jurgensen and David J. Vitale, Directors; Terrall J. Janeway,
Treasurer, Chief Financial and Accounting Officer and Managing
Director; Bradford M. Markham, Secretary and Chief Legal Officer;
and Richard A. Davies, Deborah L. Edwards, Marco Hanig, David R.
Kling and Stephen P. Manus, Managing Directors.
EXISTING AND NEW ADVISORY AGREEMENTS
The Existing and New Advisory Agreements for each
Investment Company are identical, except for their effective
dates. A copy of the New Advisory Agreement in the form being
presented for approval, and as approved by each Investment
Company's Board, is set forth as Exhibit B to this Proxy
Statement.
For each Fund, under the terms of the New Advisory
Agreement, FCIMCO will continue to manage the Fund's portfolio of
investments in accordance with its stated policies, subject to
the approval of the Board. FCIMCO will continue to be
responsible for making investment decisions for each Fund,
placing purchase and sale orders (which may be allocated to
various dealers based on their sales of Fund shares) and
providing research, statistical analysis and continuous
supervision of each Fund's investment portfolio. For the
International Equity Fund, a series of Prairie Funds, FCIMCO has
engaged a sub-investment adviser to provide day-to-day portfolio
management subject to FCIMCO's supervision. As a result of the
Merger, this arrangement will require stockholder reapproval as
described in Proposal 2.
As compensation for FCIMCO's services, each Fund has
agreed to pay FCIMCO a monthly fee as set forth on Exhibit A. In
each instance, the rate used to determine fees payable pursuant
to the New Advisory Agreement is identical to the rate in the
corresponding Existing Advisory Agreement. All fees and expenses
are accrued daily and deducted before declaration of dividends to
stockholders. For each Fund, the investment advisory fees
payable, the amounts by which such fees were reduced pursuant to
undertakings by FCIMCO, and the net investment advisory fees paid
under its Existing Advisory Agreement for the indicated period
are set forth on Exhibit A.
All expenses incurred in the operation of an Investment
Company will continue to be borne by such Investment Company,
except to the extent specifically assumed by FCIMCO. The
expenses borne by each Investment Company include: organiza-
tional costs, taxes, interest, loan commitment fees, interest and
distributions paid on securities sold short, brokerage fees and
commissions, if any, fees of Board members, 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 Investment Company'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, costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses. For
Prairie Funds and Prairie Institutional Funds, expenses
attributable to a particular series are charged against the
assets of that series; other expenses of these Investment
Companies are allocated among the series on the basis determined
by the Board, including, but not limited to, proportionately in
relation to the net assets of each such series.
The New Advisory Agreement provides that if, in any
fiscal year, the aggregate expenses of a Fund, exclusive of
taxes, brokerage, interest on borrowings and (with the prior
written consent of the necessary state securities commissions)
extraordinary expenses, but including the advisory fee, exceed
the expense limitation of any state having jurisdiction over the
Fund, the Fund may deduct from the payment to be made to FCIMCO
under the New Advisory Agreement, or FCIMCO 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.
For each Fund, its New Advisory Agreement will continue
automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the
Board or (ii) vote of a majority (as defined in the 1940 Act) of
the Fund's outstanding voting securities and further provided,
that in either event its continuance also is approved by a
majority of the Board members who are not "interested persons"
(as defined in the 1940 Act) of any party to the New Advisory
Agreement by a vote cast in person at a meeting called for the
purpose of voting on such approval. For each Fund, its New
Advisory Agreement may be terminated without penalty, on 60 days'
notice, by the Board or by vote of the holders of a majority of
the Fund's outstanding voting securities, or, upon not less than
90 days' notice, by FCIMCO. Each New Advisory Agreement will
terminate automatically in the event of its assignment (as
defined in the 1940 Act).
The New Advisory Agreement provides that, in the
absence of willful misfeasance, bad faith, gross negligence or
reckless disregard for its obligations thereunder, FCIMCO shall
not be liable for any act or omission in the course of or in
connection with the rendering of its services thereunder.
BOARD CONSIDERATION
In considering whether to approve the New Advisory
Agreement and to submit it to the stockholders for their
approval, each Investment Company's Board considered the
following factors: (1) the representation that there would be no
diminution in the scope and quality of advisory and other
services provided by FCIMCO under the New Advisory Agreement; and
(2) the identical nature of the terms and conditions contained in
the New Advisory Agreement as compared to the Existing Advisory
Agreement. Additionally, each Investment Company's Board
considered the benefits that would be obtained by the Investment
Company in maintaining continuity in the advisory services
provided to it, and determined that continuity was advantageous
to the Investment Company as it would serve to minimize
uncertainty and confusion, provide for the continued utilization
of the demonstrated skills and capability of the staff of FCIMCO
and its familiarity with the operations of the Investment
Company, and avoid the possibility of disruptive effects on the
Investment Company that might otherwise result from a change in
the management and operations of the Investment Company.
REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION
Approval of its New Advisory Agreement will require the
affirmative vote of a "majority of the outstanding voting
securities" of the relevant Fund, which for this purpose means
the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of such Fund or (2) 67% or more of the shares
of such Fund present at the meeting if more than 50% of the
outstanding shares of such Fund are represented at the meeting in
person or by proxy (a "Majority Vote"). If the stockholders of a
Fund do not approve the New Advisory Agreement, NBD and First
Chicago Corporation nevertheless intend to proceed with the
Merger and, in such case, the affected Existing Advisory
Agreement will terminate automatically. In that event, the Board
will take such further action as it may deem to be in the best
interests of the Fund's stockholders.
THE BOARD OF EACH INVESTMENT COMPANY, INCLUDING THE
"NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE FOREGOING PROPOSAL.
PROPOSAL 2. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY
AGREEMENT BETWEEN FIRST CHICAGO INVESTMENT
MANAGEMENT COMPANY AND ANB INVESTMENT MANAGEMENT
AND TRUST COMPANY
ONLY THE STOCKHOLDERS OF PRAIRIE FUNDS' INTERNATIONAL EQUITY FUND
VOTE ON THIS PROPOSAL.
FCIMCO serves as investment adviser to Prairie Funds'
International Equity Fund under an Existing Advisory Agreement
described under Proposal 1. FCIMCO has engaged ANB Investment
Management and Trust Company ("ANB-IMC"), located at 1 North
LaSalle Street, Chicago, Illinois 60690, to serve as the
International Equity Fund's sub-investment adviser under a sub-
investment advisory agreement (the "Existing Sub-Advisory
Agreement") dated November 18, 1994. The Sub-Advisory Agreement
was approved by the International Equity Fund's sole stockholder
on ___________, 199_.
ANB-IMC, a registered investment adviser formed in
1973, is a wholly-owned subsidiary of American National Bank and
Trust Company, which in turn is a wholly-owned subsidiary of
First Chicago Corporation. As of June 30, 1995, ANB-IMC managed
approximately $17.6 billion in assets, including over $500
million in international equities, primarily for pension funds.
The following persons are officers and/or directors of ANB-IMC:
Peter J. Kartalia, Neil R. Wright, Stephen P. Manus, Alan F.
Delp, David P. Bolger, Thomas P. Michaels and J. Stephen Baine.
The Existing Sub-Advisory Agreement provides, in
relevant part, for its automatic termination if the Existing
Advisory Agreement in respect of Prairie Funds' International
Equity Fund terminates, which will occur if the Merger is
consummated. Accordingly, at the Board meeting at which Prairie
Funds' New Advisory Agreement was considered, Prairie Funds'
Board considered the approval of a sub-investment advisory
agreement (the "New Sub-Advisory Agreement") identical to the
Existing Sub-Advisory Agreement, except with respect to its
effective date. A copy of the New Sub-Advisory Agreement, in the
form being presented for approval, and as approved by Prairie
Funds' Board, is set forth as Exhibit C to this Proxy Statement.
The New Sub-Advisory Agreement provides that ANB-IMC,
subject to FCIMCO's supervision and approval, will continue to
provide investment advisory assistance and the day-to-day
management of the International Equity Fund's investments, as
well as investment research and statistical information.
The rate used to determine the fee payable pursuant to
the New Sub-Advisory Agreement is identical to the rate in the
Existing Sub-Advisory Agreement. Under the terms of the Existing
Sub-Advisory Agreement, FCIMCO has agreed to pay ANB-IMC a
monthly fee at the annual rate of .40% of the value of the
International Equity Fund's average daily net assets. For the
period from March 3, 1995 (commencement of operations of the
International Equity Fund) through June 30, 1995, $79,377 was
payable by FCIMCO to ANB-IMC under the Existing Sub-Advisory
Agreement; all of such amount was waived by ANA-IMC pursuant to
an undertaking in effect.
REQUIRED VOTE AND BOARD MEMBERS' RECOMMENDATION
A Majority Vote is required to approve the New Sub-
Advisory Agreement. The consequence of failure to obtain the
requisite vote is as set forth in Proposal 1.
PRAIRIE FUNDS' BOARD, INCLUDING THE "NON-INTERESTED" BOARD
MEMBERS, RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING
PROPOSAL.
ADDITIONAL INFORMATION
FCIMCO also serves as each Investment Company's
administrator pursuant to a separate Administration Agreement.
Under the Administration Agreement, FCIMCO generally assists in
all aspects of the Investment Companies' operations, other than
providing investment advice, subject to the overall authority of
the Board in accordance with applicable state law. Under the
terms of the relevant Administration Agreement, FCIMCO receive a
monthly fee at the annual rate of .15% of the value of each
Fund's average daily net assets. For each Fund, the
administration fees payable, the amounts by which such fees were
reduced pursuant to undertakings by FCIMCO, and the net
administration fees paid by such Fund under the Administration
Agreement for the indicated period are set forth on Exhibit A.
FCIMCO has engaged Concord Holding Corporation (the
"Sub-Administrator"), a wholly-owned subsidiary of The BISYS
Group, Inc., located at 125 West 55th Street, New York, New York
10019, to assist it in providing certain administrative services
for each Investment Company pursuant to a Master Sub-
Administration Agreement between FCIMCO and the Sub-
Administrator. FCIMCO, from its own funds, pays the Sub-
Administrator for the Sub-Administrator's services.
Concord Financial Group, Inc. (the "Distributor"),
located at 125 West 55th Street, New York, New York 10019, serves
as principal underwriter and distributor of each Fund's shares.
The Distributor, a wholly-owned subsidiary of the Sub-
Administrator, was organized to distribute shares of mutual funds
to institutional and retail investors.
On September __, 1995, the Investment Companies, FCIMCO
and ANB-IMC filed an application (the "Application") with the
Securities and Exchange Commission (the "Commission") requesting
an order of the Commission permitting implementation, without
stockholder approval, of the New Advisory Agreements and the New
Sub-Advisory Agreement during the interim period commencing on
the date of the closing on the merger until such time as
sufficient votes were cast by the applicable Fund's stockholders
to approve or disapprove the relevant Agreement (the "Interim
Period").
As a condition to the requested exemptive relief, each
Investment Company has undertaken in the Application that the
advisory compensation payable by any Fund during the Interim
Period will be maintained in an interest-bearing escrow account
and amounts in the account will be paid to FCIMCO only upon
approval by the stockholders of the Fund of the New Advisory
Agreement and the compensation payable thereunder. In addition,
the Application contains representations that the FCIMCO and ANB-
IMC will take all appropriate steps so that the scope and quality
of their advisory and other services provided to the Funds during
the Interim Period will be at least equivalent to the scope and
quality of the services previously provided; and that, in the
event of any material change in the personnel providing services
pursuant to the New Advisory Agreements and New Sub-Advisory
Agreement during the Interim Period, the Investment Companies'
Boards will be apprised and consulted to assure that they are
satisfied that the services provided will not be diminished in
scope or quality.
Although each Investment Company believes that the
Commission will grant the exemptive relief requested on the
conditions stated above, there is no assurance that the
Commission will do so, even if the Proposals are approved by
stockholders at the meeting. In such an event, the Investment
Company would consider what action would be appropriate to take
in light of the Commission's response to the Application.
Each Investment Company's Board concluded that payment
of the investment advisory fee under the New Advisory Agreement
during the Interim Period would be appropriate and fair
considering that (1) the fee would be paid at the same rate as
was previously in effect under the Existing Advisory Agreement
and services would be provided in the same manner, (2) because of
the relatively short time frame necessary to complete the Merger,
there was a possibility that some or all of the Funds would not
obtain the requisite number of votes to approve the New Advisory
Agreement prior to the Merger, and (3) the non-payment of
advisory fees during the Interim Period would be an unduly harsh
result in view of the services provided to the Investment
Companies under the New Advisory Agreement.
VOTING INFORMATION
If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote,
represents a broker "non-vote" (that is, a proxy from a broker or
nominee indicating that such person has not received instructions
from the beneficial owner or other person entitled to vote shares
of a Fund on a particular matter with respect to which the broker
or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares
represented thereby will be considered to be present at the
meeting for purposes of determining the existence of a quorum for
the transaction of business.
In the event that a quorum is not present at a meeting,
or if a quorum is present but sufficient votes to approve the
Proposals are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further
solicitation of proxies. In determining whether to adjourn a
meeting, the following factors may be considered: the nature of
the Proposal, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any
further solicitation and the information to be provided to
stockholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority
of those shares affected by the adjournment that are represented
at the meeting in person or by proxy. A stockholder vote may be
taken for a Proposal in this Combined Proxy Statement prior to
any adjournment if sufficient votes have been received for
approval. If a quorum is present, the persons named as proxies
will vote those proxies which they are entitled to vote "FOR" a
Proposal in favor of such adjournment, and will vote those
proxies required to be voted "AGAINST" the Proposal against any
adjournment. A quorum is constituted with respect to a Fund by
the presence in person or by proxy of the holders of more than
thirty percent (one-third with respect to Prairie Municipal Bond
Fund, Inc.) of the Fund's outstanding shares entitled to vote at
the meeting. If a proxy is properly executed and returned and is
marked with an abstention, the Fund shares represented thereby
will be considered to be present at the meeting for the purpose
of determining the existence of a quorum for the transaction of
business, but will not be voted on any matter as to which the
abstention applies. For this reason, abstentions will have the
effect of a "no" vote for purposes of obtaining the requisite
approval of a proposal.
Exhibit A sets forth certain information concerning
Fund shares owned by Board members and officers as well as
entities that are known by the respective Fund to be the holders
of record of 5% or more of its shares outstanding as of
September __, 1995. To each Fund's knowledge, no stockholder
beneficially owned 5% or more of its shares outstanding on such
date, except to the extent set forth on Exhibit A.
OTHER MATTERS
None of the Investment Companies' Boards is aware of
any other matters which may come before the meeting. However,
should any such matters with respect to one or more Funds
properly come before the meeting, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy
in accordance with their judgment on such matters.
First Chicago Corporation will bear the cost of
soliciting proxies. In addition to the use of the mails, proxies
may be solicited personally, by telephone or by telegraph, and
First Chicago Corporation may pay persons holding shares of a
Fund in their names or those of their nominees for their expenses
in sending soliciting materials to their principals.
Unless otherwise required under the 1940 Act,
ordinarily it will not be necessary for an Investment Company to
hold annual meetings of stockholders. As a result, a Fund's
stockholders will not consider each year the election of Board
members or the appointment of auditors. However, the Board will
call a meeting of stockholders for the purpose of electing Board
members if, at any time, less than a majority of the Board
members then holding office have been elected by stockholders.
Under the 1940 Act, stockholders of record of not less than two-
thirds of an Investment Company's outstanding shares may remove
Board members of such Investment Company through a declaration in
writing or by vote cast in person or by proxy at a meeting called
for that purpose. Each Investment Company's Board will call a
meeting of stockholders for the purpose of voting upon the
question of removal of any Board member when requested in writing
to do so by the stockholders of record of not less than 10% of
such Investment Company's outstanding shares. Stockholders
wishing to submit proposals for inclusion in an Investment
Company's proxy statement for a subsequent stockholder meeting
should send their written submissions to the Investment Company
at Three First National Plaza, Chicago, Illinois 60670,
Attention: Secretary.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Investment Company, in
care of ____________________, Attention: [NAME OF INVESTMENT
COMPANY], _______________ ______________________________, whether
other persons are the beneficial owners of the shares for which
proxies are being solicited, and if so, the number of copies of
the proxy statement and other soliciting material you wish to
receive in order to supply copies to the beneficial owners of
shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH ENCLOSED PROXY
CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: September __, 1995
<PAGE>
EXHIBIT A
INDEX
Part I Page
Prairie Funds:
(a) Managed Assets Income Fund A-2
(b) Managed Assets Fund A-3
(c) Equity Income Fund A-4
(d) Growth Fund A-5
(e) Special Opportunities Fund A-6
(f) International Equity Fund A-7
(g) Bond Fund A-8
(h) International Bond Fund A-9
(i) Intermediate Municipal Bond Fund A-10
(j) U.S. Government Money Market Fund A-11
(k) Money Market Fund A-12
(l) Municipal Money Market Fund A-13
Part II
Prairie Institutional Funds
(a) Cash Management Fund A-14
(b) Municipal Cash Management Fund A-15
(c) Treasury Prime Cash Management Fund A-16
(d) U.S. Government Securities Cash Management Fund A-17
Part III
Prairie Intermediate Bond Fund A-18
Part IV
Prairie Municipal Bond Fund A-19
<PAGE>
EXHIBIT A
PART I(a)
Part I(a) sets forth certain information relevant to:
PRAIRIE FUNDS
MANAGED ASSETS INCOME FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .65%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$151,959.00
-- Investment advisory fee reduction for such period
resulting from undertaking: $98,329
-- Net investment advisory fee paid to FCIMCO for such
period: $53,630
-- Date Existing Advisory Agreement was last approved by
stockholders: December 9, 1994
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Managed Assets Income Fund beneficially owned
as of September __, 1995 by officers and Board members
of the Fund, which in each case constituted less than
1% of the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
-- Entities known by the Fund to own 5% or more of Managed
Assets Income Fund's outstanding voting securities as
of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)** through June 30, 1995: $31,807.23_
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$31,807
____________________
* Before January 17, 1995, The First National Bank of Chicago
("FNBC") provided advisory services to First Prairie
Diversified Asset Fund (the predecessor fund of the Managed
Assets Income Fund) pursuant to an investment advisory
agreement (the "Prior Advisory Agreement"). Under the terms
of the Prior Advisory Agreement, First Prairie Diversified
Asset Fund agreed to pay FNBC a monthly fee at the annual
rate of .65% of the value of the fund's average daily net
assets. For the fiscal year ended December 31, 1994, no
fees were paid by First Prairie Diversified Asset Fund to
FNBC pursuant to various undertakings by FNBC.
** Before January 17, 1995, The Dreyfus Corporation ("Dreyfus")
provided First Prairie Diversified Asset Fund administrative
services pursuant to an administration agreement (the "Prior
Administration Agreement"). As compensation for Dreyfus'
services to First Prairie Diversified Asset Fund, the fund
agreed to pay Dreyfus pursuant to the Prior Administration
Agreement a fee, computed daily and paid monthly, at an
annual rate of .30% of the value of the fund's average daily
net assets. For the period January 1, 1994 through December
31, 1994, First Prairie Diversified Asset Fund paid Dreyfus
$26,667 pursuant to the Prior Administration Agreement.
<PAGE>
EXHIBIT A
PART I(b)
Part I(b) sets forth certain information relevant to:
PRAIRIE FUNDS
MANAGED ASSETS FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .65%
-- Investment advisory fee payable to FCIMCO for the
period from April 1, 1995 (commencement of operations)
through June 30, 1995: $3,264
-- Investment advisory fee reduction for such period
resulting from undertaking: $43,236
-- Net investment advisory fee paid to FCIMCO for such
period: $0
-- Date Existing Advisory Agreement was last approved by
stockholders: March 3, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Managed Assets Fund beneficially owned as of
September __, 1995 by officers and Board members of the
Fund, which in each case constituted less than 1% of
the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of Managed
Assets Fund's outstanding voting securities as of such
date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from April 1, 1995 (commencement of operations) through
June 30, 1995: $753
-- Administration fee reduction for such period resulting
from undertaking: $473
-- Net administration fee paid to FCIMCO for such period:
$280
<PAGE>
EXHIBIT A
PART I(c)
Part I(c) sets forth certain information relevant to:
PRAIRIE FUNDS
EQUITY INCOME FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .50%
-- Investment advisory fee payable to FCIMCO for the
period from January 27, 1995 (commencement of
operations) through June 30, 1995: $446,985
-- Investment advisory fee reduction for such period
resulting from undertaking: $128,985
-- Net investment advisory fee paid to FCIMCO for such
period: $318,000
-- Date Existing Advisory Agreement was last approved by
stockholders: January 27, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Equity Income Fund beneficially owned as of
September __, 1995 by officers and Board members of the
Fund, which in each case constituted less than 1% of
the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of Equity
Income Fund's outstanding voting securities as of such
date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 27, 1995 (commencement of operations)
through June 30, 1995: $134,096
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$134,096
<PAGE>
EXHIBIT A
PART I(d)
Part I(d) sets forth certain information relevant to:
PRAIRIE FUNDS
GROWTH FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .65%
-- Investment advisory fee payable to FCIMCO for the
period from January 27, 1995 (commencement of
operations) through June 30, 1995: $754,686
-- Investment advisory fee reduction for such period
resulting from undertaking: $135,997
-- Net investment advisory fee paid to FCIMCO for such
period: $618,689
-- Date Existing Advisory Agreement was last approved by
stockholders: January 27, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Growth Fund beneficially owned as of
September __, 1995 by officers and Board members of the
Fund, which in each case constituted less than 1% of
the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of Growth
Fund's outstanding voting securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- --------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 27, 1995 (commencement of operations)
through June 30, 1995: $174,159
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$174,159
<PAGE>
EXHIBIT A
PART I(e)
Part I(e) sets forth certain information relevant to:
PRAIRIE FUNDS
SPECIAL OPPORTUNITIES FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .70%
-- Investment advisory fee payable to FCIMCO for the
period from January 27, 1995 (commencement of
operations) through June 30, 1995: $188,815
-- Investment advisory fee reduction for such period
resulting from undertaking: $85,853
-- Net investment advisory fee paid to FCIMCO for such
period: $102,961
-- Date Existing Advisory Agreement was last approved by
stockholders: January 27, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Special Opportunities Fund beneficially owned
as of September __, 1995 by officers and Board members
of the Fund, which in each case constituted less than
1% of the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of Special
Opportunities Fund's outstanding voting securities as
of September __, 1995:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 27, 1995 (commencement of operations)
through June 30, 1995: $40,460
-- Administration fee reduction for such period from
resulting from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$40,460
<PAGE>
EXHIBIT A
PART I(f)
Part I(f) sets forth certain information relevant to:
PRAIRIE FUNDS
INTERNATIONAL EQUITY FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .80%
-- Investment advisory fee payable to FCIMCO for the
period from March 3, 1995 (commencement of operations)
through June 30, 1995: $158,754
-- Investment advisory fee reduction for such period
resulting from undertaking: $65,556
-- Net investment advisory fee paid to FCIMCO for such
period: $93,198
-- Date Existing Advisory Agreement was last approved by
stockholders: March 3, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of International Equity Fund beneficially owned
as of September __, 1995 by officers and Board members
of the Fund, which in each case constituted less than
1% of the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of
International Equity Fund's outstanding voting
securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from March 3, 1995 (commencement of operations) through
June 30, 1995: $29,244
-- Administration fee reduction for such period:
$ 0
-- Net administration fee paid to FCIMCO for such period:
$29,244
<PAGE>
EXHIBIT A
PART I(g)
Part I(g) sets forth certain information relevant to:
PRAIRIE FUNDS
BOND FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .55%
-- Investment advisory fee payable to FCIMCO for the
period from February 10, 1995 (commencement of
operations) through June 30, 1995: $232,953
-- Investment advisory fee reduction for such period
resulting from undertaking: $91,286
-- Net investment advisory fee paid to FCIMCO for such
period: $141,667
-- Date Existing Advisory Agreement was last approved by
stockholders: February 10, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Bond Fund beneficially owned as of
September __, 1995 by officers and Board members of the
Fund, which in each case constituted less than 1% of
the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of Bond
Fund's outstanding voting securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from February 10, 1995 (commencement of operations)
through June 30, 1995: $63,533
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$63,533
<PAGE>
EXHIBIT A
PART I(h)
Part I(h) sets forth certain information relevant to:
PRAIRIE FUNDS
INTERNATIONAL BOND FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .70%
-- Investment advisory fee payable to FCIMCO for the
period from January 27, 1995 (commencement of
operations) through June 30, 1995: $31,239
-- Investment advisory fee reduction for such period
resulting from undertaking: $69,060
-- Net investment advisory fee paid to FCIMCO for such
period: $0
-- Date Existing Advisory Agreement was last approved by
stockholders: January 27, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of International Bond Fund beneficially owned as
of September __, 1995 by officers and Board members of
the Fund, which in each case constituted less than 1%
of the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of
International Bond Fund's outstanding voting securities
as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 27, 1995 (commencement of operations)
through June 30, 1995: $6,695
-- Administration fee reduction for such period resulting
from undertaking: $4,166
-- Net administration fee paid to FCIMCO for such period:
$2,529
<PAGE>
EXHIBIT A
PART I(i)
Part I(i) sets forth certain information relevant to:
PRAIRIE FUNDS
INTERMEDIATE MUNICIPAL BOND FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .40%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of Existing
Advisory Agreement)* through June 30, 1995: $535,647
-- Investment advisory fee reduction for such period
resulting from undertaking: $176,647
-- Net investment advisory fee paid to FCIMCO for such
period: $359,000
-- Date Existing Advisory Agreement was last approved by
stockholders: January 17, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Intermediate Municipal Bond Fund beneficially
owned as of September __, 1995 by officers and Board
members of the Fund, which in each case constituted
less than 1% of the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of
Intermediate Municipal Bond Fund's outstanding voting
securities as of September __, 1995:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)** through June 30, 1995: $182,933
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$182,933
______________
* Before January 17, 1995, FNBC provided advisory services to
the Intermediate Series of First Prairie Municipal Bond
Fund, Inc. (the predecessor fund of the Intermediate
Municipal Bond Fund) pursuant to an investment advisory
agreement (the "Prior Advisory Agreement"). Under the terms
of the Prior Advisory Agreement, the Intermediate Series
agreed to pay FNBC a monthly fee at the annual rate of .40%
of the value of the Intermediate Series' average daily net
assets. For the period from March 1, 1994 through
January 17, 1995, no fees were paid by the Intermediate
Series to FNBC pursuant to various undertakings by FNBC.
** Before January 17, 1995, Dreyfus provided the Intermediate
Series of First Prairie Municipal Bond Fund, Inc.
administrative services pursuant to an administration
agreement (the "Prior Administration Agreement"). As
compensation for Dreyfus' services to the Intermediate
Series, the Intermediate Series agreed to pay Dreyfus
pursuant to the Prior Administration Agreement a fee,
computed daily and paid monthly, at an annual rate of .20%
of the value of the Intermediate Series' average daily net
assets. For the period March 1, 1994 through January 17,
1995, the Intermediate Series paid Dreyfus $46,815 pursuant
to the Prior Administration Agreement.
<PAGE>
EXHIBIT A
PART I(j)
Part I(j) sets forth certain information relevant to:
PRAIRIE FUNDS
U.S. GOVERNMENT MONEY MARKET FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .40%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$170,479
-- Investment advisory fee reduction for such period
resulting from undertaking: $114,831
-- Net investment advisory fee paid to FCIMCO for period:
$55,648
-- Date Existing Advisory Agreement was last approved by
stockholders: December 9, 1994
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of U.S. Government Money Market Fund
beneficially owned as of September __, 1995 by officers
and Board members of the Fund, which in each case
constituted less than 1% of the Series' outstanding
shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of U.S.
Government Money Market Fund's outstanding voting
securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)* through June 30, 1995: $53,164
-- Administration fee reduction for such period resulting
from undertaking: $8,800
-- Net administration fee paid to FCIMCO for such period:
$44,364
_______________
* From May 1, 1993 to January 17, 1995, FNBC provided
management services (which included investment advisory and
administrative services) to the Government Money Market
Series of First Prairie Money Market Fund (the predecessor
fund of the U.S. Government Money Market Fund) pursuant to a
management agreement (the "Prior Agreement") with the fund
and engaged Dreyfus to provide administrative services.
Pursuant to the Prior Agreement, the U.S. Government Money
Market Series agreed to pay FNBC a fee at the annual rate of
.55% of the value of the Government Money Market Series'
average daily net assets. For the fiscal year ended
December 31, 1994, the fee payable to FNBC was $692,452,
which fee was reduced by $29,785 pursuant to an undertaking
in effect resulting in a net fee paid of $662,667 in fiscal
1994.
<PAGE>
EXHIBIT A
PART I(k)
Part I(k) sets forth certain information relevant to:
PRAIRIE FUNDS
MONEY MARKET FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .40%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$255,061
-- Investment advisory fee reduction for such period
resulting from undertaking: $130,297
-- Net investment advisory fee paid to FCIMCO for such
period: $124,764
-- Date Existing Advisory Agreement was last approved by
stockholders: December 9, 1994
- -- PERTAINING TO SHARES
-- Shares Fund outstanding:
Class A:
Class B:
Class I:
-- Shares of Money Market Fund beneficially owned as of
September __, 1995 by officers and Board members of the
Fund, which in each case constituted less than 1% of
the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of Money
Market Fund's outstanding voting securities as of such
date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)* through June 30, 1995: $84,763
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$84,763
_______________
* From May 1, 1993 to January 17, 1995, FNBC provided
management services (which included investment advisory and
administrative services) to the Money Market Series of First
Prairie Money Market Fund (the predecessor fund of the Money
Market Fund) pursuant to a management agreement (the "Prior
Agreement") with the fund and engaged Dreyfus to provide
administrative services. Pursuant to the Prior Agreement,
the Money Market Series agreed to pay FNBC a fee at the
annual rate of .55% of the value of the Money Market Series'
average daily net assets. For the fiscal year ended
December 31, 1994, the fee payable to FNBC was $859,905.
<PAGE>
EXHIBIT A
PART I(l)
Part I(l) sets forth certain information relevant to:
PRAIRIE FUNDS
MUNICIPAL MONEY MARKET FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .40%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$380,349
-- Investment advisory fee reduction for such period
resulting from undertaking: 220,253
-- Net investment advisory fee paid to FCIMCO for such
period: $160,096
-- Date Existing Advisory Agreement was last approved by
stockholders: December 9, 1994
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Municipal Money Market Fund beneficially
owned as of September __, 1995 by officers and Board
members of the Fund, which in each case constituted
less than 1% of the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of
Municipal Money Market Fund's outstanding voting
securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)* through June 30, 1995: $125,530
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$125,530
* From May 1, 1993 to January 17, 1995, FNBC provided
management services (which included investment advisory and
administrative services) to First Prairie Municipal Money
Market Fund (the predecessor fund of the Municipal Money
Market Fund) pursuant to a management agreement (the "Prior
Agreement") with the fund and engaged Dreyfus to provide
administrative services. Pursuant to the Prior Agreement,
First Prairie Municipal Money Market Fund agreed to pay FNBC
a management fee at the annual rate of .55% of the value of
the fund's average daily net assets. For the fiscal year
ended December 31, 1994, the fee payable to FNBC was
$1,069,636, which was reduced pursuant to undertakings in
effect resulting in a net fee paid of $485,987 in fiscal
1994.
<PAGE>
EXHIBIT A
PART II(a)
Part II(a) sets forth certain information relevant to:
PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .20%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$288,042
-- Investment advisory fee reduction for such period
resulting from undertaking: $155,055
-- Net investment advisory fee paid to FCIMCO for such
period: $132,987
-- Date Existing Advisory Agreement was last approved by
stockholders: January 17, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Cash Management Fund beneficially owned as of
September __, 1995 by officers and Board members of the
Fund, which in each case constituted less than 1% of
the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of Cash
Management Fund's outstanding voting securities as of
such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)* through June 30, 1995: $201,044
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$201,044
______________________
* Before January 17, 1995, FNBC provided management services
(which included investment advisory and administrative
services) to First Prairie Cash Management (the predecessor
fund to the Cash Management Fund) pursuant to a management
agreement with such fund and engaged Dreyfus to provide
administrative services to the fund. As compensation for
FNBC's services, First Prairie Cash Management agreed to pay
FNBC a monthly management fee at the annual rate of .35% of
the value of the fund's average daily net assets. The fees
payable to Dreyfus for its services were paid by FNBC. For
the fiscal year ended June 30, 1994, the management fee
payable by First Prairie Cash Management amounted to
$892,114, which amount was reduced by $304,836 pursuant to
an undertaking by FNBC, resulting in a net management fee
paid by First Prairie Cash Management of $587,278.
<PAGE>
EXHIBIT A
PART II(b)
Part II(b) sets forth certain information relevant to:
PRAIRIE INSTITUTIONAL FUNDS
MUNICIPAL CASH MANAGEMENT FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .20%
-- Investment advisory fee payable to FCIMCO for the
period from ____________, 1995 (commencement of
operations) through _______, 1995: N/A
-- Investment advisory fee reduction for such period from
resulting from undertaking: N/A
-- Net investment advisory fee paid to FCIMCO for such
period: N/A
-- Date Existing Advisory Agreement was last approved by
stockholders: N/A
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Municipal Cash Management Fund beneficially
owned as of September __, 1995 by officers and Board
members of the Fund, which in each case constituted
less than 1% of the Series' outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of
Municipal Cash Management Fund's outstanding voting
securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from ___________, 1995 (commencement of operations)
through __________, 1995: N/A
-- Administration fee reduction for such period resulting
from undertaking: N/A
-- Net administration fee paid to FCIMCO for such period:
N/A
<PAGE>
EXHIBIT A
PART II(c)
Part II(c) sets forth certain information relevant to:
PRAIRIE INSTITUTIONAL FUNDS
TREASURY PRIME CASH MANAGEMENT FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .20%
-- Investment advisory fee payable to FCIMCO for the
period from March 22, 1995 (commencement of operations)
through June 30, 1995: $10,448
-- Investment advisory fee reduction for such period
resulting from undertaking: $43,450
-- Net investment advisory fee paid to FCIMCO for such
period: $0
-- Date Existing Advisory Agreement was last approved by
stockholders: March 22, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Treasury Prime Cash Management Fund
beneficially owned as of September __, 1995 by officers
and Board members of the Fund, which in each case
constituted less than 1% of the Series' outstanding
shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of
Treasury Prime Cash Management Fund's outstanding
voting securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from March 22, 1995 (commencement of operations)
through June 30, 1995: $7,836
-- Administration fee reduction for such period resulting
from undertaking: $4,892
-- Net administration fee paid to FCIMCO for such period:
$2,944
<PAGE>
EXHIBIT A
PART II(d)
Part II(d) sets forth certain information relevant to:
PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .20%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$463,653.66
-- Investment advisory fee reduction for such period
resulting from undertaking: $190,947.87
-- Net investment advisory fee paid to FCIMCO for such
period: $272,705.79
-- Date Existing Advisory Agreement was last approved by
stockholders: January 17, 1995
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of U.S. Government Securities Cash Management
Fund beneficially owned as of September __, 1995 by
officers and Board members of the Fund, which in each
case constituted less than 1% of the Series'
outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of U.S.
Government Securities Cash Management Fund's
outstanding voting securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)* through June 30, 1995: $328,301.46
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$328,301.46
___________________
* Before January 17, 1995, FNBC provided management services
(which included investment advisory and administrative
services) to First Prairie U.S. Treasury Securities Cash
Management (the predecessor fund to the U.S. Government
Securities Cash Management Fund) pursuant to a management
agreement with such fund and engaged Dreyfus to provide
administrative services to the fund. As compensation for
FNBC's services, First Prairie U.S. Treasury Securities Cash
Management agreed to pay FNBC a monthly management fee at
the annual rate of .35% of the value of the fund's average
daily net assets. The fees payable to Dreyfus for its
services were paid by FNBC. For the fiscal year ended May
31, 1994, the management fee payable by First Prairie U.S.
Treasury Cash Management amounted to $1,478,021, which
amount was reduced by $477,943 pursuant to an undertaking by
FNBC, resulting in a net management fee paid by First
Prairie U.S. Treasury Cash Management of $1,000,278.
<PAGE>
EXHIBIT A
PART III
Part III sets forth certain information relevant to:
PRAIRIE INTERMEDIATE BOND FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .40%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$237,037
-- Investment advisory fee reduction for such period
resulting from undertaking: $103,862
-- Net investment advisory fee paid to FCIMCO for such
period: $133,175
-- Date Existing Advisory Agreement was last approved by
stockholders: ________________
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Prairie Intermediate Bond Fund beneficially
owned as of September __, 1995 by officers and Board
members of the Fund, which in each case constituted
less than 1% of the Fund's outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of the
Fund's outstanding voting securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)* through June 30, 1995: $88,889
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$88,889
* Before January 17, 1995, FNBC provided management services
(which included investment advisory and administrative
services) to the Fund pursuant to a management agreement and
engaged Dreyfus to provide administrative services to the
Fund. As compensation for FNBC's services, Prairie
Intermediate Bond Fund agreed to pay FNBC a monthly fee at
the annual rate of .60% of the value of the Fund's average
daily net assets. The fees payable to Dreyfus for its
services were paid by FNBC. For the period from February 1,
1994 through January 17, 1995, no fees were paid by the Fund
to FNBC pursuant to various undertakings by FNBC.
<PAGE>
EXHIBIT A
PART IV
Part IV sets forth certain information relevant to:
PRAIRIE MUNICIPAL BOND FUND
- -- PERTAINING TO ADVISORY ARRANGEMENTS WITH FCIMCO
-- Investment advisory fee annual rate as a percentage of
average daily net assets under Existing and New
Advisory Agreements: .40%
-- Investment advisory fee payable to FCIMCO for the
period from January 17, 1995 (effective date of
Existing Advisory Agreement)* through June 30, 1995:
$339,924
-- Investment advisory fee reduction for such period
resulting from undertaking: $143,359
-- Net investment advisory fee paid to FCIMCO for such
period: $196,565
-- Date Existing Advisory Agreement was last approved by
stockholders: June 14, 1989
- -- PERTAINING TO SHARES
-- Shares outstanding:
Class A:
Class B:
Class I:
-- Shares of Prairie Municipal Bond Fund beneficially
owned as of September __, 1995 by officers and Board
members of the Fund, which in each case constituted
less than 1% of the Fund's outstanding shares:
Name of Beneficial Owner Number of Shares
- ------------------------ ----------------
-- Entities known by the Fund to own 5% or more of the
Fund's outstanding voting securities as of such date:
Percentage
of Shares
Name and Address Number of Shares Outstanding
- ---------------- ---------------- -----------
- -- PERTAINING TO ADMINISTRATION ARRANGEMENTS WITH FCIMCO
-- Administration fee payable to FCIMCO for the period
from January 17, 1995 (effective date of Administration
Agreement)** through June 30, 1995: $121,529
-- Administration fee reduction for such period resulting
from undertaking: $0
-- Net administration fee paid to FCIMCO for such period:
$121,529
* Before January 17, 1995, FNBC provided advisory services to
the Fund pursuant to an investment advisory agreement (the
"Prior Advisory Agreement"). Under the terms of the Prior
Advisory Agreement, Prairie Municipal Bond Fund, Inc. agreed
to pay FNBC a monthly fee at the annual rate of .40% of the
value of the Fund's average daily net assets. For the
period from March 1, 1994 through January 17, 1995, no fees
were paid by the Fund to FNBC pursuant to various
undertakings by FNBC.
** Before January 17, 1995, Dreyfus provided the Fund
administrative services pursuant to an administration
agreement (the "Prior Administration Agreement"). As
compensation for Dreyfus' services to the Fund, the Fund
agreed to pay Dreyfus pursuant to the Prior Administration
Agreement a fee, computed daily and paid monthly, at an
annual rate of .20% of the value of the Fund's average daily
net assets. For the period March 1, 1994 through January
17, 1995, the Fund paid Dreyfus $25,853 pursuant to the
Prior Administration Agreement.
<PAGE>
EXHIBIT B-I
INVESTMENT ADVISORY AGREEMENT
PRAIRIE FUNDS
125 West 55th Street
New York, New York 10019
__________, 199_
First Chicago Investment
Management Company
Three First National Plaza
Chicago, Illinois 60670
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series named on Schedule 1 hereto, as such
Schedule may be revised from time to time (each, a "Series"),
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its charter documents and in
its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect. We have discussed and concur in your employing
on this basis each sub-investment adviser indicated on Schedule 1
hereto (each, a "Sub-Investment Adviser") for the Series
indicated thereon, as such Schedule may be revised from time to
time.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if appropri-
ate, sale and reinvestment of such Series' assets. You will
furnish to the Fund such statistical information, with respect to
the investments which a Series may hold or contemplate
purchasing, as the Fund may reasonably request. The Fund wishes
to be informed of important developments materially affecting any
Series' portfolio and shall expect you, on your own initiative,
to furnish to the Fund from time to time such information as you
may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that neither you
nor a Sub-Investment Adviser shall be liable hereunder for any
error of judgment or mistake of law or for any loss suffered by
one or more Series, provided that nothing herein shall be deemed
to protect or purport to protect you or a Sub-Investment Adviser
against any liability to the Fund or a Series or to its security
holders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder
(hereinafter "Disabling Conduct") or to which any Sub-Investment
Adviser would otherwise be subject by reason of Disabling
Conduct.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series' name
on Schedule 1 hereto. Net asset value shall be computed on such
days and at such time or times as described in the Fund's then-
current Prospectus and Statement of Additional Information. The
fee for the period from the date of the commencement of the
public sale of a Series' shares to the end of the month during
which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before
the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to you, the
value of each Series' net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of each Series' net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement and will pay
all fees of each Sub-Investment Adviser in connection with its
duties in respect of the relevant Series. All other expenses to
be incurred in the operation of the Fund will be borne by the
Fund, except to the extent specifically assumed by you. The
expenses to be borne by the Fund include, without limitation, the
following: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of Board
members, Securities and Exchange Commission fees and 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 independent pricing services, costs of
maintaining the Series' existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing stockholders, costs of stockholders'
reports and meetings, and any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of a Series (including fees pursuant to this Agreement,
but excluding interest, taxes, brokerage 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 Fund may deduct
from the fees to be paid hereunder, or you will bear, such excess
expense to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. 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 Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your so acting,
provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more Series
or the size of the position obtainable for or disposed of by one
or more Series.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
Neither you nor any Sub-Investment Adviser shall 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
this Agreement relates, except, in the case of you, for a loss
resulting from Disabling Conduct on your part and, in the case of
a Sub-Investment Adviser, for a loss resulting from Disabling
Conduct on its part. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an
officer, Board member, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee or agent or one under your control or direction even
though paid by you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940, as amended) of such Series' outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. As to each Series, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board or by vote of holders of a majority of such
Series' shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).
The Fund is agreeing to the provisions of this
Agreement that limit a Sub-Investment Adviser's liability and
other provisions relating to the Sub-Investment Adviser so as to
induce the Sub-Investment Adviser to enter into its Sub-
Investment Advisory Agreement with you and to perform its
obligations thereunder. Each Sub-Investment Adviser is expressly
made a third party beneficiary of this Agreement with rights as
respects the Fund to the same extent as if it had been a party
hereto.
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the name "Prairie" as part of their name, and that your
corporation or its affiliates may enter into investment advisory
or other agreements with such other entities. If you cease to
act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "Prairie" in any
form or combination of words.
This Agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in such person's capacity
as an officer of the Fund. The obligations of this Agreement
shall only be binding upon the assets and property of the Fund
and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PRAIRIE FUNDS
By:__________________________
Accepted:
FIRST CHICAGO INVESTMENT
MANAGEMENT COMPANY
By:______________________________
<PAGE>
SCHEDULE 1
Annual Fee
as a
Percentage
of Average
Daily Net Reapproval Reapproval
Name of Series Assets Date Day
- -------------- --------- ---------- ----------
Bond Fund .55% December 31, 1996 December 31st
Equity Income Fund .50% December 31, 1996 December 31st
Growth Fund .65% December 31, 1996 December 31st
Intermediate Municipal .40% December 31, 1996
Bond Fund
International Bond Fund .70% December 31, 1996 December 31st
International Equity Fund<F1> .80% December 31, 1996 December 31st
Managed Assets Fund .65% December 31, 1996 December 31st
Managed Assets Income Fund .65% December 31, 1996 December 31st
Money Market Fund .40% December 31, 1996 December 31st
Municipal Money Market Fund .40% December 31, 1996 December 31st
Special Opportunities Fund .70% December 31, 1996 December 31st
U.S. Government Money Market .40% December 31, 1996 December 31st
Fund
________________
[FN]1 ANB Investment Management and Trust Company is the Series'
Sub-Investment Adviser.
<PAGE>
EXHIBIT B-II
INVESTMENT ADVISORY AGREEMENT
PRAIRIE INSTITUTIONAL FUNDS
125 West 55th Street
New York, New York 10019
____________, 199_
First Chicago Investment
Management Company
Three First National Plaza
Chicago, Illinois 60670
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series, if any, named on Schedule 1 hereto, as
such Schedule may be revised from time to time (each, a
"Series"), herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing
and reinvesting the same in investments of the type and in
accordance with the limitations specified in its charter
documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board.
The Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons may be officers or employees who are employed by both
you and the Fund. The compensation of such person or persons
shall be paid by you and no obligation may be incurred on the
Fund's behalf in any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You
will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or
contemplate purchasing, as the Fund may reasonably request. The
Fund wishes to be informed of important developments materially
affecting any Series' portfolio and shall expect you, on your
own initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund
agrees as an inducement to your undertaking the same that you
shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by one or more Series,
provided that nothing herein shall be deemed to protect or
purport to protect you against any liability to the Fund or a
Series or to its security holders to which you would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series'
name on Schedule 1 hereto. Net asset value shall be computed on
such days and at such time or times as described in the Fund's
then-current Prospectus and Statement of Additional Information.
The fee for the period from the date of the commencement of the
public sale of a Series' shares to the end of the month during
which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month
shall be pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the
date of termination of this Agreement.
For the purpose of determining fees payable to you,
the value of each Series' net assets shall be computed in the
manner specified in the Fund's charter documents for the
computation of the value of each Series' net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
you. The expenses to be borne by the Fund include, without
limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid
on securities sold short, brokerage fees and commissions, if
any, fees of Board members, Securities and Exchange Commission
fees and 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 independent
pricing services, costs of maintaining the Series' existence,
costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of a Series (including fees pursuant to this Agreement,
but excluding interest, taxes, brokerage 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 Fund may deduct
from the fees to be paid hereunder, or you will bear, such
excess expense to the extent required by state law. Your
obligation pursuant hereto will be limited to the amount of your
fees hereunder. 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 Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed accounts, and the Fund has no objection to your so
acting, provided that when the purchase or sale of securities of
the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have
available funds for investment, the available securities will be
allocated in a manner believed by you to be equitable to each
company or account. It is recognized that in some cases this
procedure may adversely affect the price paid or received by one
or more Series or the size of the position obtainable for or
disposed of by one or more Series.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict
your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall 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 this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith
or gross negligence in the performance of your duties hereunder,
or by reason of your reckless disregard of your obligations and
duties hereunder. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an
officer, Board member, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee or agent or one under your control or direction even
though paid by you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940, as amended) of such Series' outstanding voting
securities, provided that in either event its continuance also
is approved by a majority of the Fund's Board members who are
not "interested persons" (as defined in said Act) of any party
to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. As to each Series,
this Agreement is terminable without penalty, on 60 days'
notice, by the Fund's Board or by vote of holders of a majority
of such Series' shares or, upon not less than 90 days' notice,
by you. This Agreement also will terminate automatically, as to
the relevant Series, in the event of its assignment (as defined
in said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations, business trusts, partnerships or other entities
(including other investment companies) and that such other
entities may include the name "Prairie" as part of their name,
and that your corporation or its affiliates may enter into
investment advisory or other agreements with such other
entities. If you cease to act as the Fund's investment adviser,
the Fund agrees that, at your request, the Fund will take all
necessary action to change the name of the Fund to a name not
including "Prairie" in any form or combination of words.
This Agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in such person's capacity
as an officer of the Fund. The obligations of this Agreement
shall only be binding upon the assets and property of the Fund
and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PRAIRIE INSTITUTIONAL FUNDS
By:__________________________
Accepted:
FIRST CHICAGO INVESTMENT
MANAGEMENT COMPANY
By:______________________________
<PAGE>
SCHEDULE 1
Annual Fee
as a
Percentage
of Average
Daily Net Reapproval Reapproval
Name of Series Assets Date Date
- -------------- -------- ---------- ----------
Cash Management Fund .20% December 31, 1996 December 31st
Municipal Cash Management Fund .20% December 31, 1996 December 31st
Treasury Prime Cash Management
Fund .20% December 31, 1996 December 31st
U.S. Government Securities
Cash Management Fund .20% December 31, 1996 December 31st
<PAGE>
EXHIBIT B-III
INVESTMENT ADVISORY AGREEMENT
PRAIRIE INTERMEDIATE BOND FUND
125 West 55th Street
New York, New York 10019
__________, 199_
First Chicago Investment
Management Company
Three First National Plaza
Chicago, Illinois 60670
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series, if any, named on Schedule 1 hereto, as
such Schedule may be revised from time to time (each, a
"Series"), herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its charter documents and in
its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You
will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or contemplate
purchasing, as the Fund may reasonably request. The Fund wishes
to be informed of important developments materially affecting any
Series' portfolio and shall expect you, on your own initiative,
to furnish to the Fund from time to time such information as you
may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that you shall not
be liable hereunder for any error of judgment or mistake of law
or for any loss suffered by one or more Series, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to the Fund or a Series or to its
security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series' name
on Schedule 1 hereto. Net asset value shall be computed on such
days and at such time or times as described in the Fund's then-
current Prospectus and Statement of Additional Information. The
fee for the period from the date of the commencement of the
public sale of a Series' shares to the end of the month during
which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before
the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to you, the
value of each Series' net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of each Series' net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
you. The expenses to be borne by the Fund include, without
limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid
on securities sold short, brokerage fees and commissions, if any,
fees of Board members, Securities and Exchange Commission fees
and 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 independent pricing
services, costs of maintaining the Series' existence, costs
attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
stockholders, costs of stockholders' reports and meetings, and
any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of a Series (including fees pursuant to this Agreement,
but excluding interest, taxes, brokerage 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 Fund may deduct
from the fees to be paid hereunder, or you will bear, such excess
expense to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. 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 Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your so acting,
provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more Series
or the size of the position obtainable for or disposed of by one
or more Series.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
You shall 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 this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder. Any person, even though also your officer, director,
partner, employee or agent, who may be or become an officer,
Board member, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as your officer, director, partner, employee or
agent or one under your control or direction even though paid by
you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940, as amended) of such Series' outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. As to each Series, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board or by vote of holders of a majority of such
Series' shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the name "Prairie" as part of their name, and that your
corporation or its affiliates may enter into investment advisory
or other agreements with such other entities. If you cease to
act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "Prairie" in any
form or combination of words.
This Agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in such person's capacity
as an officer of the Fund. The obligations of this Agreement
shall only be binding upon the assets and property of the Fund
and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PRAIRIE INTERMEDIATE BOND FUND
By:__________________________
Accepted:
FIRST CHICAGO INVESTMENT
MANAGEMENT COMPANY
By:______________________________
<PAGE>
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net Reapproval Reapproval
Name of Fund or Series Assets Date Day
- ---------------------- ----------- ---------- ----------
Prairie Intermediate Bond Fund .40% December 31, 1996 December 31st
<PAGE>
EXHIBIT B-IV
INVESTMENT ADVISORY AGREEMENT
PRAIRIE MUNICIPAL BOND FUND, INC.
125 West 55th Street
New York, New York 10019
_________, 199_
First Chicago Investment
Management Company
Three First National Plaza
Chicago, Illinois 60670
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series, if any, named on Schedule 1 hereto, as
such Schedule may be revised from time to time (each, a
"Series"), herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its charter documents and in
its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You
will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or contemplate
purchasing, as the Fund may reasonably request. The Fund wishes
to be informed of important developments materially affecting any
Series' portfolio and shall expect you, on your own initiative,
to furnish to the Fund from time to time such information as you
may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that you shall not
be liable hereunder for any error of judgment or mistake of law
or for any loss suffered by one or more Series, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to the Fund or a Series or to its
security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series' name
on Schedule 1 hereto. Net asset value shall be computed on such
days and at such time or times as described in the Fund's then-
current Prospectus and Statement of Additional Information. The
fee for the period from the date of the commencement of the
public sale of a Series' shares to the end of the month during
which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before
the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
For the purpose of determining fees payable to you, the
value of each Series' net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of each Series' net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
you. The expenses to be borne by the Fund include, without
limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid
on securities sold short, brokerage fees and commissions, if any,
fees of Board members, Securities and Exchange Commission fees
and 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 independent pricing
services, costs of maintaining the Series' existence, costs
attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
stockholders, costs of stockholders' reports and meetings, and
any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of a Series (including fees pursuant to this Agreement,
but excluding interest, taxes, brokerage 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 Fund may deduct
from the fees to be paid hereunder, or you will bear, such excess
expense to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. 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 Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your so acting,
provided that when the purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more Series
or the size of the position obtainable for or disposed of by one
or more Series.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
You shall 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 this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder. Any person, even though also your officer, director,
partner, employee or agent, who may be or become an officer,
Board member, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as your officer, director, partner, employee or
agent or one under your control or direction even though paid by
you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940, as amended) of such Series' outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. As to each Series, this
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board or by vote of holders of a majority of such
Series' shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the name "Prairie" as part of their name, and that your
corporation or its affiliates may enter into investment advisory
or other agreements with such other entities. If you cease to
act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "Prairie" in any
form or combination of words.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
PRAIRIE MUNICIPAL BOND FUND, INC.
By:__________________________
Accepted:
FIRST CHICAGO INVESTMENT
MANAGEMENT COMPANY
By:______________________________
<PAGE>
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net Reapproval Reapproval
Name of Fund or Series Assets Date Day
- ---------------------- ----------- ---------- ----------
Prairie Municipal Bond Fund, Inc. .40% December 31, 1996 December 31st
<PAGE>
EXHIBIT C
SUB-INVESTMENT ADVISORY AGREEMENT
FIRST CHICAGO INVESTMENT MANAGEMENT COMPANY
Three First National Plaza
Chicago, Illinois 60670
___________, 199_
ANB Investment Management and
Trust Company
1 North LaSalle Street
Chicago, Illinois 60690
Dear Sirs:
As you are aware, each series of Prairie Funds (the
"Fund") desires to employ its capital by investing and reinvesting
the same in investments of the type and in accordance with the
limitations specified in its charter documents and in its Pros-
pectus and Statement of Additional Information as from time to
time in effect, copies of which have been or will be submitted to
you, and in such manner and to such extent as from time to time
may be approved by the Fund's Board. The Fund intends to employ
First Chicago Investment Management Company (the "Adviser") to act
as its investment adviser pursuant to a written agreement (the
"Investment Advisory Agreement"), a copy of which has been
furnished to you. The Adviser desires to employ you to act as the
sub-investment adviser to the International Equity Fund (the
"Series"), which is a series of the Fund.
In this connection, it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist you
in the performance of this Agreement. Such person or persons may
be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid by
you and no obligation may be incurred on the Fund's behalf in any
such respect.
Subject to the supervision and approval of the Adviser,
you will provide investment management of the Series' portfolio in
accordance with the Series' investment objectives and policies as
stated in the Fund's Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you will supervise the Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of the Series' assets. You
will furnish to the Adviser or the Fund such statistical
information, with respect to the investments which the Series may
hold or contemplate purchasing, as the Adviser or the Fund may
reasonably request. The Fund and the Adviser wish to be informed
of important developments materially affecting the Series'
portfolio and shall expect you, on your own initiative, to furnish
to the Fund or the Adviser from time to time such information as
you may believe appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided hereunder, and the Adviser agrees as an
inducement to your undertaking the same that you shall not be
liable hereunder for any error of judgment or mistake of law or
for any loss suffered by the Adviser, the Fund or the Series'
shareholders, as the case may be, provided that nothing herein
shall be deemed to protect or purport to protect you against any
liability to the Adviser, the Fund or the Series' shareholders to
which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Adviser will pay you, on the first business day of
each month, out of the investment advisory fee it receives with
respect to the Series and only to the extent thereof, a fee
calculated daily and paid monthly at the annual rate of .40 of 1%
of the Series' average daily net assets, for the preceding month.
Net asset value shall be computed on such days and at
such time or times as described in the Fund's then-current
Prospectus and Statement of Additional Information. The fee for
the period from the date following the commencement of sales of
the Series' shares to the end of the month during which such sales
shall have been commenced shall be pro-rated according to the
proportion which such period bears to the full monthly period, and
upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full
monthly period and shall be payable within 10 business days of the
date of termination of this Agreement.
For the purpose of determining fees payable to you, the
value of the Series' net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
net asset value.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund (other than
those borne by the Adviser) will be borne by the Fund, except to
the extent specifically assumed by you. The expenses to be borne
by the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members,
Securities and Exchange Commission fees and 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 independent pricing services, costs of maintaining the
Series' existence, costs attributable to investor services
(including, without limitation, telephone and personnel expenses),
costs of preparing, printing and distributing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing stockholders, costs of stockholders'
reports and meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees with respect to the Series pursuant to the
Investment Advisory Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary
state securities commissions, extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the Fund,
the Adviser may deduct from the fees to be paid hereunder, or you
will bear such excess expense on a pro-rata basis with the
Adviser, in the proportion that the sub-advisory fee payable to
you pursuant to this Agreement bears to the investment advisory
fee with respect to the Series payable to the Adviser pursuant to
the Investment Advisory Agreement, to the extent required by state
law. Your obligation pursuant hereto will be limited to the
amount of your fees hereunder. 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 Adviser understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other managed
accounts, and the Adviser has no objection to your so acting,
provided that when purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or account.
It is recognized that in some cases this procedure may adversely
affect the price paid or received by the Series or the size of the
position obtainable for or disposed of by the Series.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such services and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Adviser, the Fund
or the Series' shareholders, as the case may be, in connection
with the matters to which this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or from
reckless disregard by you of your obligations and duties under
this Agreement. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an
officer, Board member, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee, or agent or one under your control or direction even
though paid by you.
This Agreement shall continue until December 31, 1996,
and thereafter shall continue automatically for successive annual
periods ending on December 31st of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Board or (ii) vote of the holders of a majority (as defined
in the Investment Company Act of 1940, as amended) of the Series'
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Board
members who are not "interested persons" (as defined in said Act)
of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty (i) by the Adviser upon 60
days' notice to you, (ii) by the Fund's Board or by vote of the
holders of a majority of the Series' outstanding voting securities
upon 60 days' notice to you, or (iii) by you upon not less than 90
days' notice to the Fund and the Adviser. This Agreement also
will terminate automatically in the event of its assignment (as
defined in said Act). In addition, notwithstanding anything
herein to the contrary, if the Investment Advisory Agreement
terminates for any reason, this Agreement shall terminate
effective upon the date the Investment Advisory Agreement
terminates.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
FIRST CHICAGO INVESTMENT
MANAGEMENT COMPANY
By:_________________________
Accepted:
ANB INVESTMENT MANAGEMENT
AND TRUST COMPANY
By:__________________________
<PAGE>
FORM OF PROXY CARD
-------------------
PRELIMINARY COPY
[NAME OF FUND]
[NAME OF SERIES]
The undersigned stockholder of [NAME OF FUND] hereby
appoints George O. Martinez, Dana A. Gentile and Curtis W.
Barnes and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote, as
indicated herein, all of the shares of [NAME OF FUND] [NAME OF
SERIES] standing in the name of the undersigned at the close of
business on September 15, 1995 at a Special Meeting of
Stockholders to be held at the offices of BISYS Fund Services,
3435 Stelzer Road, Columbus, Ohio, commencing at __:__ a.m. on
Wednesday, November 29, 1995, and at any and all adjournments
thereof, with all of the powers the undersigned would possess if
then and there personally present and especially (but without
limiting the general authorization and power hereby given) to
vote as indicated on the proposals, as more fully described in
the Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. To approve a new Investment Advisory Agreement
between the Fund and First Chicago Investment Management
Company.
____ ____ ____
/ / FOR / / AGAINST / / ABSTAIN
---- ---- ----
[2. To approve a new Sub-Investment Advisory Agreement
between First Chicago Investment Management Company and ANB
Investment Management and Trust Company.
____ ____ ____
/ / FOR / / AGAINST / / ABSTAIN]
---- ---- ----
[2.][3.] In their discretion, the proxies are
authorized to vote upon such other business as may properly come
before the meeting, or any adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED
FOR THE ABOVE PROPOSAL[S] UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor, administra-
tor, trustee or guardian, please give full
title.
Dated: _______________, 1995
____________________________
Signature(s)
____________________________
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
