<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
PRAIRIE FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PRAIRIE INSTITUTIONAL FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PRAIRIE INTERMEDIATE BOND FUND
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PRAIRIE MUNICIPAL BOND FUND, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:_________________________________________________
(2) Aggregate number of securities to which
transaction applies:_________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):_________________________________________________________
(4) Proposed maximum aggregate value of transaction:_____________________
(5) Total fee paid:______________________________________________________
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:_______________________________________________
(2) Form, Schedule or Registration Statement No.:_________________________
(3) Filing Party:_________________________________________________________
(4) Date Filed:___________________________________________________________
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<PAGE> 2
THE PRAIRIE FAMILY OF FUNDS
PRAIRIE FUNDS
PRAIRIE INSTITUTIONAL FUNDS
PRAIRIE INTERMEDIATE BOND FUND
PRAIRIE MUNICIPAL BOND FUND, INC.
Dear Stockholder:
As you may be aware, First Chicago Corporation ("FCC") has agreed to merge
with NBD Bancorp, Inc. ("NBD"). As required by the Investment Company Act of
1940, as amended, consummation of the merger of NBD and FCC will result in the
automatic termination of (i) the agreements under which First Chicago Investment
Management Company ("FCIMCO") provides investment advisory services to the
Prairie Family of Funds and (ii) the sub-investment advisory agreement
pertaining to the International Equity Fund of Prairie Funds. In anticipation of
the completion of the merger and to provide continuity in investment advisory
services to your Prairie Fund, we urge you to review the enclosed proxy
statement. In the proxy statement you are asked to vote on the approval of a new
Investment Advisory Agreement between your Fund and FCIMCO. If you are a
stockholder of the International Equity Fund of Prairie Funds, you are also
asked to vote on the approval of a new Sub-Investment Advisory Agreement between
FCIMCO and ANB Investment Management and Trust Company.
Your Board has voted unanimously in favor of each proposal and recommends
that you vote "FOR" them as well. You will find more information on the
proposals in the enclosed proxy statement.
WHAT DO THESE CHANGES MEAN TO YOU?
Please be assured that no fee increase is proposed in the agreements you
are asked to approve. The existing and new advisory agreements and sub-advisory
agreements are identical, except for their effective dates. In addition, FCIMCO
will continue to be responsible for making investment decisions for your Fund.
YOUR VOTE IS IMPORTANT!
We urge you to read the enclosed proxy statement and to vote now by
completing, signing and returning the enclosed proxy ballot form(s) in the
prepaid envelope. If you are a stockholder of more than one Fund, you will
receive a proxy card for each of your Funds. Please vote and return EACH proxy
card you receive. EVERY VOTE COUNTS! If you have any questions, please call
Shareholder Communications Corporation ("SCC") which has been retained to assist
in the solicitation of proxies at 800-733-8481 extension 483.
Sincerely,
/s/GEORGE O. MARTINEZ
------------------------
George O. Martinez
Secretary
<PAGE> 3
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 Tuesday, November 28, 1995 at 2:00 p.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
/s/GEORGE O. MARTINEZ
-----------------------
George O. Martinez
Secretary
Columbus, Ohio
October 4, 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
ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
<PAGE> 4
THE PRAIRIE FAMILY OF FUNDS
---------------------
COMBINED PROXY STATEMENT
SPECIAL MEETINGS OF STOCKHOLDERS
TO BE HELD ON TUESDAY, NOVEMBER 28, 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 Tuesday, November 28, 1995 at 2:00 p.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 October 4, 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" and collectively as the "Funds"). 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
15, 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.
<PAGE> 5
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, to terminate the Existing Advisory Agreement 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
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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. 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 $29.3 billion in assets, $3.1 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 engaged ANB Investment Management and
Trust Company as 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.
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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: 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, 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
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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, WHICH IS COMPRISED OF ALL "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 then sole
stockholder on March 3, 1995.
ANB-IMC, a registered investment adviser formed in 1973, is a wholly-owned
subsidiary of American National Bank and Trust Company, which 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
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<PAGE> 9
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 ANB-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, WHICH IS COMPRISED OF ALL "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 receives 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 fee payable, the amount by which such fee was reduced pursuant to
an undertaking by FCIMCO, and the net administration fees paid by the 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.
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On September 26, 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 and ending at the earlier of such time as
sufficient votes are cast by the applicable Fund's stockholders to approve or
disapprove the relevant Agreement or 120 days following the closing of the
Merger (but in no event later than March 30, 1996) (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
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 Company 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
7
<PAGE> 11
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 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 15, 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. As of such date, no Board member or officer
of an Investment Company owned any Fund shares.
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. In addition, First Chicago
Corporation has retained at its expense Shareholder Communications Corporation
to assist in the solicitation of proxies primarily by contacting stockholders by
telephone and telegram.
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.
8
<PAGE> 12
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Investment Company, in care of Shareholder
Communications Corporation, Attention: PRAIRIE FUNDS, 17 State Street, 28th
Floor, New York, NY 10004, 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: October 4, 1995
9
<PAGE> 13
EXHIBIT INDEX
EXHIBIT A:
<TABLE>
<CAPTION>
PART I PAGE
- ----------------------------------------------------------------------------------- ----
<S> <C>
Prairie Funds:
(a) Managed Assets Income Fund.................................................. A-1
(b) Managed Assets Fund......................................................... A-3
(c) Equity Income Fund.......................................................... A-5
(d) Growth Fund................................................................. A-6
(e) Special Opportunities Fund.................................................. A-7
(f) International Equity Fund................................................... A-8
(g) Bond Fund................................................................... A-9
(h) International Bond Fund..................................................... A-10
(i) Intermediate Municipal Bond Fund............................................ A-11
(j) U.S. Government Money Market Fund........................................... A-13
(k) Money Market Fund........................................................... A-15
(l) Municipal Money Market Fund................................................. A-16
PART II
Prairie Institutional Funds:
(a) Cash Management Fund........................................................ A-17
(b) Treasury Prime Cash Management Fund......................................... A-19
(c) U.S. Government Securities Cash Management Fund............................. A-20
PART III
Prairie Intermediate Bond Fund..................................................... A-22
PART IV
Prairie Municipal Bond Fund, Inc................................................... A-24
</TABLE>
EXHIBIT B:
<TABLE>
<CAPTION>
INVESTMENT ADVISORY AGREEMENT
- -------------------------------------------------------------------------------------------
<S> <C>
I. Prairie Funds................................................................. B-1
II. Prairie Institutional Funds................................................... B-6
III. Prairie Intermediate Bond Fund................................................ B-10
IV. Prairie Municipal Bond Fund, Inc.............................................. B-14
</TABLE>
EXHIBIT C:
<TABLE>
<CAPTION>
SUB-INVESTMENT ADVISORY AGREEMENT
- -------------------------------------------------------------------------------------------
<S> <C>
Prairie Funds -- International Equity Fund..................................... C-1
</TABLE>
10
<PAGE> 14
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
- 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: 3,701,020.64
<TABLE>
<S> <C>
Class A: 3,530,947.154
Class B: 81,473.484
Class I: 88,600.000
</TABLE>
- There are no entities known by Managed Assets Income Fund to own 5% or
more of its outstanding voting securities as of September 15, 1995
- - 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
- Administration fee reduction for such period resulting from undertaking:
$0
- Net administration fee paid to FCIMCO for such period: $31,807
(Continued on next page)
A-1
<PAGE> 15
(Continued from previous page)
- ---------------
* 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.
A-2
<PAGE> 16
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: $3,264
- 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: 526,195.80
<TABLE>
<S> <C>
Class A: 429,357.491
Class B: 61,000.533
Class I: 35,837.781
</TABLE>
- Entities known by Managed Assets Fund to own 5% or more of its
outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
The First National Bank of Chicago As Trustee............ 36,322 6.91%
Otis Associates, Inc. Retirement Fund
1450 E. American Lane
Schaumberg, IL 60173
The First National Bank of Chicago As Trustee............ 79,216 15.06%
Brook Clinic
Attn: Dr. Gerald M. Stein
210 W. 22nd St., Ste. 118
Oak Brook, IL 60521
The First National Bank of Chicago As Trustee............ 80,052 15.22%
FBO Gottlieb Bros. Profit Sharing
Gottlieb Bros. Inc.
55 E. Washington St., Ste. 745
Chicago, IL 60602
</TABLE>
(Continued on next page)
A-3
<PAGE> 17
(Continued from previous page)
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
The First National Bank of Chicago As Trustee............ 60,995 11.60%
Chempet Employees
Attn: Mr. Ron Foitl
2100 Clearwater Dr., Ste. 102
Oak Brook, IL 60521
The First National Bank of Chicago As Agent.............. 45,985 8.74%
FBO BMC Inc. Money Purchase Plan
Attn: Eilene P. Glick, CPA
3N497 N 17th St.
St. Charles, IL 80174
</TABLE>
- - 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
A-4
<PAGE> 18
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: 22,317,726.92
<TABLE>
<S> <C>
Class A: 159,801.330
Class B: 25,027.236
Class I: 22,132,898.358
</TABLE>
- Entities known by Equity Income Fund to own 5% or more of its outstanding
voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 20,293,104 90.93%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
Opus & Co................................................ 1,226,903 5.50%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
A-5
<PAGE> 19
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: 26,790,287.57
<TABLE>
<S> <C>
Class A: 291,400.637
Class B: 13,056.473
Class I: 23,863,230.463
</TABLE>
- Entities known by Growth Fund to own 5% or more of its outstanding voting
securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 21,983,350 82.06%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
A-6
<PAGE> 20
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: $188,814
- 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: 7,591,244.98
<TABLE>
<S> <C>
Class A: 40,823.685
Class B: 561.422
Class I: 7,549,859.876
</TABLE>
- Entities known by Special Opportunities Fund to own 5% or more of its
outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 7,283,936 95.9%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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 resulting from undertaking:
$0
- Net administration fee paid to FCIMCO for such period: $40,460
A-7
<PAGE> 21
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: 7,935,435.886
<TABLE>
<S> <C>
Class A: 193,900.811
Class B: 5,875.263
Class I: 7,735,659.812
</TABLE>
- Entities known by International Equity Fund to own 5% or more of its
outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 7,254,146 91.42%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
A-8
<PAGE> 22
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: 11,208,358.80
<TABLE>
<S> <C>
Class A: 133,354.376
Class B: 381.682
Class I: 11,074,622.746
</TABLE>
- Entities known by Bond Fund to own 5% or more of its outstanding voting
securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 10,853,499 96.84%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
A-9
<PAGE> 23
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: $31,239
- 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: 1,137,312.31
<TABLE>
<S> <C>
Class A: 37,009.970
Class B: 380.602
Class I: 1,099,921.740
</TABLE>
- Entities known by International Bond Fund to own 5% or more of its
outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 997,627.9 87.72%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
A-10
<PAGE> 24
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: 31,565,896.894
<TABLE>
<S> <C>
Class A: 1,399,553.091
Class B: 15,078.163
Class I: 30,151,265.644
</TABLE>
- Entities known by Intermediate Municipal Bond Fund to own 5% or more of
its outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 6,596,015 20.90%
American National Bank
Mutual Fund Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
(Continued on next page)
A-11
<PAGE> 25
(Continued from previous page)
- ---------------
* 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.
A-12
<PAGE> 26
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: 50,195,719.91
- Entities known by U.S. Government Money Market Fund to own 5% or more of
its outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Potomac Corporation...................................... 3,558,333 7.09%
100 W. Willow Rd.
Wheeling, IL 60090
The Teachers Academy for Mathematics & Science Chicago... 2,692,972 5.36%
10 W. 35th St.
Chicago, IL 60616
</TABLE>
- - 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
(Continued on next page)
A-13
<PAGE> 27
(Continued from previous page)
- ---------------
* 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.
A-14
<PAGE> 28
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 outstanding: 170,073,645.72
<TABLE>
<S> <C>
Class A: 170,041,447.79
Class B: 32,197.93
</TABLE>
- Entities known by Money Market Fund to own 5% or more of its outstanding
voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Central DuPage Health System............................. 9,025,928 5.31%
27W359 Dewell Rd.
Winfield, IL 60190
</TABLE>
- - 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 paid to FNBC was
$859,905.
A-15
<PAGE> 29
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: 215,872,425.14
- Entities known by Municipal Money Market Fund to own 5% or more of its
outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
First National Bank of Chicago........................... 103,951,210 49.15%
c/o American National Bank
1 N. LaSalle St., Fl. 3
Chicago, IL 60602
</TABLE>
- - 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.
A-16
<PAGE> 30
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: 404,888,892.04
Institutional: 344,481,819.42
Service: 60,407,072.62
- Entities known by Cash Management Fund to own 5% or more of its
outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
---------------------------------------------------- ---------------- -----------
<S> <C> <C>
First National Bank of Chicago...................... 77,391,203 19.12%
Cash Management Department
525 W. Monroe, Ste. 0256 6th Floor
Chicago, IL 60670
First National Bank of Chicago...................... 106,341,317 26.27%
Corporate Assets Services
1 First National Plaza, Ste. 0115
Chicago, IL 60670
Eagle & Co.......................................... 193,406,359 47.77%
American National Bank
Money Market Processing Unit
1 N. LaSalle St., 7th Floor
Chicago, IL 60690
</TABLE>
(Continued on next page)
A-17
<PAGE> 31
(Continued from previous page)
- - 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 period
July 1, 1994 through January 16, 1995, the management fee payable by First
Prairie Cash Management amounted to $516,337, which amount was reduced by
$112,364 pursuant to an undertaking by FNBC, resulting in a net management fee
paid by First Prairie Cash Management of $403,973.
A-18
<PAGE> 32
EXHIBIT A
PART II(b)
Part II(b) 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: $10,448
- Net investment advisory fee paid to FCIMCO for such period: $0
- Date Existing Advisory Agreement was last approved by stockholders:
November 16, 1994
- - Pertaining to Shares
- Shares outstanding: 10,520,056.4
<TABLE>
<S> <C>
Institutional: 7,525,752.46
Service: 2,994,303.94
</TABLE>
- Entities known by Treasury Prime Cash Management Fund to own 5% or more
of its outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
First National Bank of Chicago........................... 9,574,733 91.02%
Cash Management Department
525 W. Monroe, Ste. 0256, 6th Floor
Chicago, IL 60670
First National Bank of Chicago........................... 664,186 6.32%
Corporate Trust Administration
1 First National Bank Plaza, Ste. 0126
Chicago, IL 60670
</TABLE>
- - 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
A-19
<PAGE> 33
EXHIBIT A
PART II(c)
Part II(c) 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: $463,654
- Investment advisory fee reduction for such period resulting from
undertaking: $190,948
- Net investment advisory fee paid to FCIMCO for such period: $272,706
- Date Existing Advisory Agreement was last approved by stockholders:
January 17, 1995
- - Pertaining to Shares
- Shares outstanding: 509,164,237.44
<TABLE>
<S> <C>
Institutional: 459,024,113.59
Service: 50,140,123.85
</TABLE>
- Entities known by U.S. Government Securities Cash Management Fund to own
5% or more of its outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
First National Bank of Chicago........................... 271,204,776 53.27%
Corporate Trust Administration
1 First National Bank Plaza, Ste. 0126
Chicago, IL 60670
First National Bank of Chicago........................... 130,363,273 25.61%
Corporate Asset Services
1 First National Bank Plaza, Ste. 0115
Chicago, IL 60670
Eagle & Co............................................... 34,547,288 6.79%
American National Bank
1 N. LaSalle St., 7th Floor
Chicago, IL 60690
</TABLE>
(Continued on next page)
A-20
<PAGE> 34
(Continued from previous page)
- - 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
- Administration fee reduction for such period resulting from undertaking:
$0
- Net administration fee paid to FCIMCO for such period: $328,301
- ---------------
* 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 period
June 1, 1994 through January 16, 1995, the management fee payable by First
Prairie U.S. Treasury Cash Management amounted to $1,033,583, which amount was
reduced by $155,073 pursuant to an undertaking by FNBC, resulting in a net
management fee paid by First Prairie U.S. Treasury Cash Management of
$878,510.
A-21
<PAGE> 35
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:
August 18, 1992
- - Pertaining to Shares
- Shares outstanding: 22,614,800.464
<TABLE>
<S> <C>
Class A: 413,879,322
Class B: 10,482.375
Class I: 22,190,438.767
</TABLE>
- Entities known by Prairie Intermediate Bond Fund to own 5% or more of its
outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 18,243,930 80.68%
American National Bank
Mutual Funds Processing Unit
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
Opus & Co................................................ 2,654,529 11.74%
American National Bank
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
(Continued on next page)
A-22
<PAGE> 36
(Continued from previous page)
- ---------------
* 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.
A-23
<PAGE> 37
EXHIBIT A
PART IV
Part IV sets forth certain information relevant to:
PRAIRIE MUNICIPAL BOND FUND, INC.
- - 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: 20,044,808.359
<TABLE>
<S> <C>
Class A: 564,190.321
Class B: 8,363.466
Class I: 19,472,254.572
</TABLE>
- Entities known by Prairie Municipal Bond Fund, Inc. to own 5% or more of
its outstanding voting securities as of September 15, 1995:
<TABLE>
<CAPTION>
PERCENTAGE
OF SHARES
NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING
--------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Eagle & Co............................................... 18,665,403 93.12%
American National Bank
1 N. LaSalle St., Fl. 3
Chicago, IL 60690
</TABLE>
- - 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
(Continued on next page)
A-24
<PAGE> 38
(Continued from previous page)
- ---------------
* 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.
A-25
<PAGE> 39
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 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 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-
B-1
<PAGE> 40
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 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.
B-2
<PAGE> 41
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.
B-3
<PAGE> 42
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:
-------------------------------
B-4
<PAGE> 43
SCHEDULE 1
<TABLE>
<CAPTION>
ANNUAL FEE
AS A
PERCENTAGE
OF AVERAGE
NAME OF SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
- ----------------------------------- ---------------- ------------------ --------------
<S> <C> <C> <C>
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 Bond Fund .40% December 31, 1996 December 31st
International Bond Fund .70% December 31, 1996 December 31st
International Equity Fund(1) .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 Fund .40% December 31, 1996 December 31st
</TABLE>
- ---------------
(1) ANB Investment Management and Trust Company is the Series' Sub-Investment
Adviser.
B-5
<PAGE> 44
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.
B-6
<PAGE> 45
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
B-7
<PAGE> 46
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:
-------------------------------
B-8
<PAGE> 47
SCHEDULE 1
<TABLE>
<CAPTION>
ANNUAL FEE AS A
PERCENTAGE OF
AVERAGE
NAME OF SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
- -------------------------------------- ---------------- ------------------ -----------------
<S> <C> <C> <C>
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
</TABLE>
B-9
<PAGE> 48
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.
B-10
<PAGE> 49
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
B-11
<PAGE> 50
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:
-------------------------------
B-12
<PAGE> 51
SCHEDULE 1
<TABLE>
<CAPTION>
ANNUAL FEE AS A
PERCENTAGE OF
AVERAGE
NAME OF FUND OR SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
- -------------------------------------- ---------------- ------------------ -----------------
<S> <C> <C> <C>
Prairie Intermediate Bond Fund........ .40% December 31, 1996 December 31st
</TABLE>
B-13
<PAGE> 52
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.
B-14
<PAGE> 53
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
B-15
<PAGE> 54
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:
----------------------------------
B-16
<PAGE> 55
SCHEDULE 1
<TABLE>
<CAPTION>
ANNUAL FEE
AS A
PERCENTAGE
OF AVERAGE
NAME OF FUND OR SERIES DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
- ----------------------------------- ---------------- ------------------ --------------
<S> <C> <C> <C>
Prairie Municipal Bond Fund, Inc. .40% December 31, 1996 December 31st
</TABLE>
B-17
<PAGE> 56
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 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 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
C-1
<PAGE> 57
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.
C-2
<PAGE> 58
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:
--------------------------------
C-3
<PAGE> 59
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
The undersigned stockholder of Prairie Institutional Funds 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
CASH MANAGEMENT FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1A
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
CASH MANAGEMENT FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 60
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
The undersigned stockholder of Prairie Institutional Funds 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
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1A
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 61
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
U.S. GOVERNMENT MONEY MARKET FUND
The undersigned stockholder of Prairie Funds 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
U.S. GOVERNMENT MONEY MARKET FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
U.S. GOVERNMENT MONEY MARKET FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 62
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
INTERMEDIATE MUNICIPAL BOND FUND
The undersigned stockholder of Prairie Funds 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
INTERMEDIATE MUNICIPAL BOND FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
INTERMEDIATE MUNICIPAL BOND FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 63
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
INTERNATIONAL BOND FUND
The undersigned stockholder of Prairie Funds 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
INTERNATIONAL BOND FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
INTERNATIONAL BOND FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 64
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
BOND FUND
The undersigned stockholder of Prairie Funds 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
BOND FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
BOND FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 65
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
MANAGED ASSETS INCOME FUND
The undersigned stockholder of Prairie Funds 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
MANAGED ASSETS INCOME FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
MANAGED ASSETS INCOME FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 66
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
MANAGED ASSETS FUND
The undersigned stockholder of Prairie Funds 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
MANAGED ASSETS FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
MANAGED ASSETS FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 67
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
EQUITY INCOME FUND
The undersigned stockholder of Prairie Funds 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
EQUITY INCOME FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
EQUITY INCOME FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 68
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
GROWTH FUND
The undersigned stockholder of Prairie Funds 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
GROWTH FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
GROWTH FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 69
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
SPECIAL OPPORTUNITIES FUND
The undersigned stockholder of Prairie Funds 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
SPECIAL OPPORTUNITIES FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
SPECIAL OPPORTUNITIES FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 70
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
MONEY MARKET FUND
The undersigned stockholder of Prairie Funds 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
MONEY MARKET FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1B
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
MONEY MARKET FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 71
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
MUNICIPAL MONEY MARKET FUND
The undersigned stockholder of Prairie Funds 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
MUNICIPAL MONEY MARKET FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR10
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
MUNICIPAL MONEY MARKET FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 72
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE MUNICIPAL BOND FUND, INC.
The undersigned stockholder of Prairie Municipal Bond Fund, Inc. 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
PRAIRIE MUNICIPAL BOND FUND, INC.
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR2
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
PRAIRIE MUNICIPAL BOND FUND, INC.
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 73
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE FUNDS
INTERNATIONAL EQUITY FUND
The undersigned stockholder of Prairie Funds 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
INTERNATIONAL EQUITY FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR3
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
INTERNATIONAL EQUITY FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. To approve a new Sub-Investment Advisory Agreement between First Chicago
Investment Company and ANB Investment Management and Trust Company.
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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 74
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE INTERMEDIATE BOND FUND
The undersigned stockholder of Prairie Intermediate Bond 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
PRAIRIE INTERMEDIATE BOND FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR4
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
PRAIRIE INTERMEDIATE BOND FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
<PAGE> 75
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
THE PRAIRIE FAMILY OF FUNDS
PROXY
POST OFFICE BOX 9156
FARMINGDALE, NY 11735-9858
PRAIRIE INSTITUTIONAL FUNDS
TREASURY PRIME CASH MANAGEMENT FUND
The undersigned stockholder of Prairie Institutional Funds 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
TREASURY PRIME CASH MANAGEMENT FUND
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 2:00 p.m. on Tuesday, November 28, 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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" THE
PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS /X/
PR1A
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
TREASURY PRIME CASH MANAGEMENT FUND
/ VOTE ON PROPOSAL /
FOR AGAINST ABSTAIN
/ / / / / /
1. To approve a new Investment Advisory Agreement between the Fund and First
Chicago Investment Management Company.
2. 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.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ------------------------- ------------------------- --------------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
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, administrator, trustee or guardian, please give full title.
