<PAGE> 1
Prairie Institutional Funds
125 West 55th Street, 11th Floor
New York, N.Y. 10019
Via EDGAR
February 28, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W
Washington, D.C. 20549
RULE 24F-2 NOTICE FOR PRAIRIE INSTITUTIONAL FUNDS
Municipal Cash Management Fund
Treasury Prime Cash Management Fund
File Nos. 33-56247
811-07235
Ladies & Gentlemen:
This notice is filed on behalf of the Prairie Institutional Funds, a
multi-series open-end investment company, with respect to its Municipal Cash
Management Fund and Treasury Prime Cash Management Fund (each, a "Fund")
pursuant to Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal period for which this Notice is filed : November 22, 1994
(commencement of operations) through December 31, 1994 (fiscal year end of each
fund).
2. Number of Shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 which remained unsold at January 1, 1995, the
beginning of each Fund's fiscal year:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Municipal Cash Management Fund 0
Tresury Prime Cash Management Fund 0
- - - - ------------------------------------------------------------------------
TOTAL 0
</TABLE>
3. Number of Shares registered under the Securities Act of 1933 for
the fiscal year ended December 31, 1994 other than pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Municipal Cash Management Fund 0
Tresury Prime Cash Management Fund 0
- - - - ------------------------------------------------------------------------
TOTAL 0
</TABLE>
<PAGE> 2
February 28, 1995
Prairie Institutional Funds 24f-2 Notice
Page 2
4. Total number of shares sold for the fiscal year ended December 31, 1994:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Municipal Cash Management Fund 37,499
Tresury Prime Cash Management Fund 37,499
- - - - ------------------------------------------------------------------------
TOTAL 74,998
</TABLE>
5. Total number of shares sold* for the fiscal year ended December 31, 1994
in reliance upon Rule 24f-2:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Municipal Cash Management Fund 37,499
Tresury Prime Cash Management Fund 37,499
- - - - ------------------------------------------------------------------------
TOTAL 74,998
</TABLE>
- - - - ------------------
*CALCULATION OF FEE
Shares sold:
<TABLE>
<CAPTION>
FUND SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Municipal Cash Management Fund 37,499 37,499
Tresury Prime Cash Management Fund 37,499 37,499
- - - - -----------------------------------------------------------------------------------------------------------
TOTAL 74,998 74,998
</TABLE>
Shares redeemed:
<TABLE>
<CAPTION>
FUND SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Municipal Cash Management Fund 0 0
Tresury Prime Cash Management Fund 0 0
- - - - -----------------------------------------------------------------------------------------------------------
TOTAL 0 0
Net of Sales for calculation of Fee: 74,998 $74,998
Fee at 1/29 of 1% = $25.86
</TABLE>
The Registration Fee of $100.00, the minimum registration fee required under
Section 6(b) of the Securities Act of 1933, 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\ Richard A. Fabietti
Treasurer
cc: D. Stephens (Stroock & Stroock & Lavan)
<PAGE> 3
EXHIBIT INDEX
-------------
Exhibit 99.5 Opinion of Stroock & Stroock & Lavan
<PAGE> 1
[STROOCK & STROOCK & LAVAN LETTERHEAD]
February 23, 1995
Prairie Institutional Funds
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 fiscal year ended December 31, 1994 of an aggregate amount
of shares of each Series of the Company as set forth on Exhibit A hereto (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.
<PAGE> 2
Prairie Institutional Funds
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
<PAGE> 3
Prairie Institutional Funds
EXHIBIT A
<TABLE>
<CAPTION>
Name of Series Shares
- - - - -------------- ------
<S> <C>
Municipal Cash Management Fund 37,499
Treasury Prime Cash Management Fund 37,499
</TABLE>
