FILED PURSUANT TO RULE 497(e)
REGISTRATION FILE NO. 33-46403
January 17, 1995
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND
INTERMEDIATE SERIES
Supplement to Prospectus Dated May 18, 1994
The following information supplements and supersedes
any
contrary information contained in the Prospectus.
The Fund's investment adviser and administrator is
First
Chicago Investment Management Company ("FCIMCO"), a newly formed
registered, investment adviser and a wholly-owned subsidiary of
The
First National Bank of Chicago. FCIMCO employs substantially all
the investment personnel who previously provided advisory
services
to the Fund.
The Fund has agreed to pay FCIMCO a monthly advisory
fee
at the annual rate of .40% of the value of the Fund's average
daily
net assets, and a monthly administration fee at the annual rate
of
.15% of the value of the Fund's average daily net assets. FCIMCO
has engaged Concord Holding Corporation (the "Sub-Administrator")
to assist it in providing certain administrative services for the
Fund. FCIMCO, from its own funds, will pay the Sub-Administrator
for the Sub-Administrator's services.
The Fund's distributor is Concord Financial Group, Inc.
Concord Financial Group, Inc., located at 125 West 55th Street,
New
York, New York 10019, is a wholly-owned subsidiary of the Sub-
Administrator and currently distributes the shares of other
investment companies with over $21 billion in assets.
The Fund's Board has approved, subject to shareholder
approval, (i) the deletion of the fundamental policy requiring
the
Series to invest at least 65% of its total assets in U.S.
Government Securities and (ii) changing the Series'
classification
from a diversified to a non-diversified investment company. If
these changes are approved by shareholders, the Series intends to
invest at least 65% of its total assets in a portfolio of U.S.
dollar denominated fixed-income securities of domestic and
foreign
issuers ("Fixed Income Securities") rated A or better. The
Series
would invest the remainder of its assets in U.S. dollar
denominated
investment-grade Fixed Income Securities. The dollar-weighted
average maturity of the Series' portfolio would continue to range
between three and ten years. In addition, if these changes are
approved by shareholders, the Fund's Board intends to change the
Fund's name to Prairie Intermediate Bond Fund. These changes are
anticipated to be implemented on or about January 30, 1995.
