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First Prairie U.S. Treasury Securities Cash Management
125 West 55th Street
New York, New York 10019
Via EDGAR
March 16, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for First Prairie U.S. Treasury Securities Cash
Management FILE NOS.: 33-42636 ; 811-6405 .
Ladies & Gentlemen:
This notice is filed on behalf of the First Prairie U.S. Treasury
Securities Cash Management (the "Fund") pursuant to Rule 24f-2 under the
Investment Company Act of 1940. On January 17, 1995, the Fund transferred all of
its assets to another investment company; consequently, January 17, 1995 is
deemed to be the Fund's fiscal year-end for purposes of this filing.
1. Fiscal Period for which this Notice is filed : June 1, 1994 through
January 17, 1995 (the transfer date of the Fund's assets to a series of Prairie
Institutional Funds).
2. Number of shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 which remained unsold on June 1, 1994:
0
3. Number of shares registered under the Securities Act of 1933 for the
period ended January 17, 1995 other than pursuant to Rule 24f-2:
0
4. Total number of shares sold during the period ended January 17,
1995: 2,095,971,162.53
5. Total number of shares sold* for the period ended January 17, 1995
in reliance upon Rule 24f-2: 2,095,971,162.53
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*CALCULATION OF FEE
<TABLE>
<CAPTION>
SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Shares sold: 2,095,971,162.53 2,095,971,162.53
Shares redeemed: 2,081,650,101.96 2,081,650,101.96
Net of Sales for calculation of Fee: 14,321,060.57 14,321,060.57
Fee at 1/29 of 1% = $4,938.30
</TABLE>
The Registration Fee of $4,938.30 has been wired to the Securities and Exchange
Commission's account at Mellon Bank.
Also transmitted herewith is the required Opinion of Counsel.
Very truly yours,
/s/ Linda A. Mahon
Assistant Secretary
cc: D. Stephens (Stroock & Stroock & Lavan)
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EXHIBIT INDEX
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Exhibit 99.5 Opinion of Stroock & Stroock & Lavan
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[STROOCK & STROOCK & LAVAN LETTERHEAD]
March 16, 1995
First Prairie U.S. Treasury Securities
Cash Management
c/o Concord Financial Group, Inc.
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your corporation (the "Company"). This letter is in
response to your request for our opinion in connection with the filing by you
of a "Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940, as amended. In such notice you have reported
the sale during the period from June 1, 1994 through February 17, 1995 (the
date the Company transferred all its assets to another investment company) of
an aggregate of 2,095,971,162.53 shares of the Company (the "Shares").
We have acted as counsel to the Company since its organization and in
connection with the filing by the Company of a registration statement, and
amendments thereto, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. In so acting, we have examined a copy of
the Charter and By-Laws of the Company, the Rule 24f-2 Notice, the original or
reproduced or certified copies of all such records of the Company, agreements,
certificates of officers and representatives of the Company and others, and
such other documents, papers, statutes and authorities as we deemed necessary
to form a basis for the opinion hereinafter expressed. As to matters of fact
relevant to such opinion, we have relied upon the Rule 24f-2 Notice and
statements and certificates of officers and representatives of the Company and
others. We have assumed the genuineness of all signatures and the conformity
to the original documents of the copies of documents supplied to us as
originals or reproduced copies.
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First Prairie U.S. Treasury Securities Cash Management
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable by the
Company.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN
STROOCK & STROOCK & LAVAN
40677802
