PRAIRIE INSTITUTIONAL FUNDS, 485BPOS, 1995-09-27

PRAIRIE INSTITUTIONAL FUNDS
485BPOS, 1995-09-27

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REGISTRATION NOS. 33-56247
811-07235
===========================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

PRE-EFFECTIVE AMENDMENT NO. _____ / /

POST-EFFECTIVE AMENDMENT NO. 2 /X/

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940/X/

AMENDMENT NO. 2 /X/

(CHECK APPROPRIATE BOX OR BOXES)

PRAIRIE INSTITUTIONAL FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

C/O FIRST CHICAGO INVESTMENT MANAGEMENT COMPANY
THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670 60670
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 732-4231

BRADFORD M. MARKHAM, ESQ.
C/O THE FIRST NATIONAL BANK OF CHICAGO
THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60670
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:

LEWIS G. COLE, ESQ.
STROOCK & STROOCK & LAVAN
7 HANOVER SQUARE
NEW YORK, NEW YORK 10004-2696

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK
APPROPRIATE BOX)

____ IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B)

X ON OCTOBER 1, 1995 PURSUANT TO PARAGRAPH (B)

____ 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(I)
____ ON (DATE) PURSUANT TO PARAGRAPH (A)(I)
____ 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(II)
____ ON (DATE) PURSUANT TO PARAGRAPH (A)(II) OF RULE 485.
IF APPROPRIATE, CHECK THE FOLLOWING BOX:

____ THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE
FOR A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.

REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES OF BENEFICIAL
INTEREST UNDER THE SECURITIES ACT OF 1933 PURSUANT TO SECTION 24(F) OF THE
INVESTMENT COMPANY ACT OF 1940. REGISTRANT'S RULE 24F-2 NOTICE FOR ITS U.S.
GOVERNMENT SECURITIES CASH MANAGEMENT FUND'S FISCAL YEAR ENDED MAY 31, 1995
WAS FILED ON JULY 28, 1995 AND FOR ITS CASH MANAGEMENT FUND'S FISCAL YEAR
ENDED JUNE 30, 1995 WAS FILED ON AUGUST 25, 1995. REGISTRANT'S RULE 24F-2
NOTICE FOR ITS FISCAL YEAR ENDING DECEMBER 31, 1995 WILL BE FILED ON OR
ABOUT FEBRUARY 28, 1996.

<PAGE>

CROSS-REFERENCE SHEET PURSUANT TO RULE 495(A)

ITEMS IN
PART A OF
FORM N-1A CAPTION PAGE

1 COVER PAGE COVER
2 SYNOPSIS 4
3 CONDENSED FINANCIAL INFORMATION 6
4 GENERAL DESCRIPTION OF REGISTRANT 10, 26
5 MANAGEMENT OF THE FUND 17
5(A) MANAGEMENT'S DISCUSSION OF FUND'S *
PERFORMANCE
6 CAPITAL STOCK AND OTHER SECURITIES 26
7 PURCHASE OF SECURITIES BEING OFFERED 19
8 REDEMPTION OR REPURCHASE 21
9 PENDING LEGAL PROCEEDINGS *

ITEMS IN
PART B OF
FORM N-1A

10 COVER PAGE B-1
11 TABLE OF CONTENTS B-1
12 GENERAL INFORMATION AND HISTORY *
13 INVESTMENT OBJECTIVES AND POLICIES B-2
14 MANAGEMENT OF THE FUND B-13
15 CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES B-25
16 INVESTMENT ADVISORY AND OTHER SERVICES B-15
17 BROKERAGE ALLOCATION B-23

ITEMS IN
PART B OF
FORM N-1A CAPTION PAGE

18 CAPITAL STOCK AND OTHER SECURITIES B-25
19 PURCHASE, REDEMPTION AND PRICING OF
SECURITIES BEING OFFERED B-19
20 TAX STATUS *
21 UNDERWRITERS B-1
22 CALCULATIONS OF PERFORMANCE DATA B-24
23 FINANCIAL STATEMENTS B-35

ITEMS IN
PART C OF
FORM N-1A

24 FINANCIAL STATEMENTS AND EXHIBITS C-1
25 PERSONS CONTROLLED BY OR UNDER COMMON
CONTROL WITH REGISTRANT C-3
26 NUMBER OF HOLDERS OF SECURITIES C-3
27 INDEMNIFICATION C-3
28 BUSINESS AND OTHER CONNECTIONS OF
INVESTMENT ADVISER C-4
29 PRINCIPAL UNDERWRITERS C-4
30 LOCATION OF ACCOUNTS AND RECORDS C-5
31 MANAGEMENT SERVICES C-5
32 UNDERTAKINGS C-5

- ---------
*OMITTED SINCE ANSWER IS NEGATIVE OR INAPPLICABLE.

<PAGE>

OCTOBER 1, 1995

PRAIRIE INSTITUTIONAL FUNDS
SUPPLEMENT TO PROSPECTUS

First Chicago Corporation, the ultimate parent of First
Chicago Investment Management Company ("FCIMCO"), the Funds'
investment adviser, has entered into a definitive merger agreement
with NBD Bancorp, Inc. ("NBD"). The Merger is expected to be
completed in late 1995.

As a result of regulatory requirements, the Trust's
Board approved, subject to shareholder approval, a new investment
advisory agreement with FCIMCO to take effect upon consummation of
the Merger. The aggregate contractual rate chargeable for
investment advisory services will remain the same.

A special meeting of shareholders to consider the new
agreement is scheduled to be held on November 28, 1995. A Proxy
Statement with respect to the new agreement is expected to be
mailed in late September 1995 to shareholders of record as of
September 15, 1995.

* * * *

THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY
CONTRARY INFORMATION CONTAINED IN THE PROSPECTUS.

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)

U.S. Government Treasury Prime
Cash Securities Cash Cash Management
Management Fund Management Fund Fund

Institutional Service Institutional Service Institutional Service
Shares Shares Shares Shares Shares Shares

<S> <C> <C> <C> <C> <C> <C>
Management Fees (after fee waivers) .11% .11% .13% .13% .00% .00%
12b-1 Fees (distribution and servicing) None .25% None .25% None .25%
Other Expenses (after fee waivers
and expense reimbursements) .24% .24% .21% .19% .35% .35%
Total Fund Operating Expenses (after fee
waivers and expense reimbursements) .35% .60% .34% .57% .35% .60%

</TABLE>

THE EXPENSES NOTED ABOVE, WITHOUT FEE WAIVERS OR EXPENSE
REIMBURSEMENT ARRANGEMENTS, WOULD HAVE BEEN:

U.S. Government Treasury Prime
Cash Securities Cash Cash Management
Management Fund Management Fund Fund

Institutional Service Institutional Service Institutional Service
Shares Shares Shares Shares Shares Shares

<S> <C> <C> <C> <C> <C> <C>
Management Fees .20% .20% .20% .20% .20% .20%
12b-1 Fees (distribution and servicing) None .25% None .25% None .25%
Other Expenses .24% .26% .21% .21% 1.08% 1.07%
Total Fund Operating Expenses .44% .71% .41% .66%1 .28% 1.52%
</TABLE>

CONDENSED FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS. Contained below is per share
operating performance data for a share of beneficial interest
outstanding, total investment return, ratios to average net
assets and other supplemental data for the Fund and period
indicated. This information has been derived from the Fund's
financial statements which have been audited, except where
noted, by Ernst & Young LLP, each Fund's independent auditors.

CASH MANAGEMENT FUND

YEAR ENDED JUNE 30, 1995
INSTITUTIONAL SHARES SERVICE SHARES(1)

<S> <C> <C>
PER SHARE DATA:

Net asset value, beginning of period $ .9993 $1.0000

INVESTMENT OPERATIONS:
Investment income - net . . . .0507 .0245
Net realized (loss) on investments (.0059) (.0006)
TOTAL FROM INVESTMENT OPERATIONS .0448 .0239

DISTRIBUTIONS:
Dividends from investment income-net (.0507) (.0245)
Increase due to voluntary capital
contribution from affiliate of
Investment Adviser. . . . . .0060 --
Net asset value, end of period $ .9994 $.9994

TOTAL INVESTMENT RETURN . . . . 5.19%(2) 2.47%(3)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .35% .60%(4)
Ratio of net investment income to
average net assets. . . . . 5.11% 5.46%(4)
Decrease reflected in above expense
ratios due to undertakings. .09% .11%(4)
Net Assets, end of period (000's omitted) $319,214 $11,372
________________

(1) From January 17, 1995 (initial offering date of Service Shares) through June 30, 1995.
(2) Had the Fund not had a capital contribution from an affiliate of the Investment Adviser during the
period, the total investment return would have been 4.51%.
(3) Not annualized.
(4) Annualized.
</TABLE>

U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND

YEAR ENDED MAY 31, 1995
INSTITUTIONAL SHARES SERVICE SHARES(1)

<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period........... $ .9999 $1.0000

INVESTMENT OPERATIONS:
Investment income--net......................... .0492 .0199
Net realized (loss) on investments............. (.0010) (.0011)
TOTAL FROM INVESTMENT OPERATIONS......... .0482 .0188

DISTRIBUTIONS:
Dividends from investment income--net.......... (.0492) (.0199)

Net asset value, end of period................. $ .9989 $.9989

TOTAL INVESTMENT RETURN............................ 5.03% 2.01%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........ .34% .57%(3)
Ratio of net investment income to
average net assets............................. 4.94% 5.48%(3)
Decrease reflected in above expense
ratios due to undertakings................... .07% .09%(3)
Net Assets, end of period (000's omitted)...... $475,248 $16,702

____________________
(1) From January 17, 1995 (initial offering date of Service Shares) through May 31, 1995.
(2) Not annualized.
(3) Annualized.
</TABLE>

TREASURY PRIME CASH MANAGEMENT FUND

PERIOD ENDED JUNE 30, 1995
(UNAUDITED)(1)

INSTITUTIONAL SHARES SERVICE SHARES

<S> <C> <C>
PER SHARE DATA:

Net asset value, beginning
of period . . . . . . . . . . $1.0000 $1.0000

INVESTMENT OPERATIONS:
Investment income - net . . . . .0146 .0139

DISTRIBUTIONS:
Dividends from investment
income-net. . . . . . . . . . (.0146) (.0139)
Net asset value, end of
period. . . . . . . . . . . . $1.0000 $1.0000

TOTAL INVESTMENT RETURN . . . . . 1.47%(2) 1.40%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets. . . . . . . . . . .35%(3) .60%(3)
Ratio of net investment income to
average net assets. . . . . . 5.29%(3) 5.03%(3)
Decrease reflected in above
expense ratios due to
undertakings. . . . . . . . . .93%(3) .92%(3)
Net Assets, end of period
(000's omitted) . . . . . . . $15,128 $1,079

___________________________
(1) From March 22, 1995 (commencement of operations) through June 30, 1995.
(2) Not annualized.
(3) Annualized.
</TABLE>

DIVIDENDS, DISTRIBUTIONS AND TAXES

Management of the Trust believes that each of the Cash
Management Fund and U.S. Government Securities Cash Management
Fund qualified for its fiscal year ended June 30, 1995 and
May 31, 1995, respectively, as a regulated investment company
under the Internal Revenue Code of 1986, as amended.

<PAGE>
PRAIRIE INSTITUTIONAL FUNDS

CASH MANAGEMENT FUND
MUNICIPAL CASH MANAGEMENT FUND
TREASURY PRIME CASH MANAGEMENT FUND
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND

PROSPECTUS

May 30, 1995

PLEASE READ CAREFULLY: Mutual fund shares are not bank
deposits, are not insured by the Federal Deposit Insurance
Corporation, and
are not obligations of or guaranteed by The First National Bank
of Chicago, any of its affiliates or any other bank. Mutual fund
shares involve investment risks, including the possible loss of
the principal amount invested. First Chicago Investment
Management Company acts as investment adviser and administrator
of the funds in the Prairie Family of Funds for which it is
compensated as set forth in the relevant prospectus.

First Chicago Investment Management Company
INVESTMENT ADVISER AND ADMINISTRATOR

Concord Financial Group, Inc.
DISTRIBUTOR

PROSPECTUS BEGINS ON PAGE ONE

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS

PROSPECTUS - May 30, 1995

Prairie Institutional Funds (the "Trust") is an open-
end, management investment company, known as a series fund. By
this Prospectus, the Trust is offering Institutional and Service
Shares of four separate diversified, money market series (each,
a "Fund"): Cash Management Fund, Municipal Cash Management
Fund, Treasury Prime Cash Management Fund and U.S. Government
Securities Cash Management Fund. Each Fund's goal is to provide
investors with as high a level of current income as is
consistent
with the preservation of capital and the maintenance of
liquidity, and, in the case of the Municipal Cash Management
Fund, exempt from Federal income tax.

Each Fund is designed for institutional investors,
including banks, acting for themselves or in a fiduciary,
advisory, agency, custodial or similar capacity, public agencies
and municipalities. Fund shares may not be purchased directly by
individuals, although institutions may purchase shares for
accounts maintained by individuals. Such institutions have
agreed to transmit copies of this Prospectus to each individual
or entity for whose account the institution purchases Fund
shares, to the extent required by law.

Each Fund's shares are sold without a sales charge.
Investors can invest or reinvest in or redeem shares at any time
without charge or penalty imposed by the Fund.

Institutional Shares and Service Shares are identical,
except as to the services offered to and expenses borne by each
Class. Service Shares bear certain costs pursuant to a Service
Plan adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940.

First Chicago Investment Management Company ("FCIMCO"
or the "Investment Adviser") serves as each Fund's investment
adviser and administrator.

Concord Financial Group, Inc. (the "Distributor")
serves as each Fund's distributor.

AN INVESTMENT IN A FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE
THAT EACH FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC"),
THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MONEY MARKET
MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
_______________

This Prospectus sets forth concisely information about
the Trust and Funds that an investor should know before
investing. It should be read and retained for future reference.

The Statement of Additional Information, dated May 30,
1995, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters
which may be of interest to some investors. It has been filed
with the Securities and Exchange Commission and is incorporated
herein by reference. For a free copy, write to the Trust at 125
West 55th Street, New York, New York 10019, or call
1-800-370-9446.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>

TABLE OF CONTENTS

Annual Fund Operating Expenses. . . . . . . . . . . . . . . .
Condensed Financial Information . . . . . . . . . . . . . . .
Yield Information . . . . . . . . . . . . . . . . . . . . . .
Description of the Funds. . . . . . . . . . . . . . . . . . .
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . .
Management of the Trust . . . . . . . . . . . . . . . . . . .
How to Buy Fund Shares. . . . . . . . . . . . . . . . . . . .
How to Redeem Fund Shares . . . . . . . . . . . . . . . . . .
Service Plan. . . . . . . . . . . . . . . . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . . . . . . . . . .
General Information . . . . . . . . . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

Cash Management Municipal Cash
Fund Management Fund

Institutional Service Institutional Service
Shares Shares Shares Shares

<S> <C> <C> <C> <C>
Management Fees (after fee waivers) .09% .09% .20% .20%
12b-1 Fees (distribution and servicing) None .25% None .25%
Other Expenses. . . . . .26% .26% .15% .15%
Total Fund Operating Expenses
(after fee waivers) . .35% .60% .35% .60%
</TABLE>

EXAMPLE:

An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
redemption at the end of each time period:

Institutional Service Institutional Service
Shares Shares Shares Shares

1 YEAR . . . . . . . . $ 4 $ 6 $ 4 $ 6
3 YEARS. . . . . . . . $11 $19 $11 $19
5 YEARS. . . . . . . . $20 $33 $20 $33
10 YEARS. . . . . . . . $44 $75 $44 $75

</TABLE>

<TABLE>
<CAPTION>
U.S. Government
Treasury Prime Cash Securities Cash
Management Fund Management Fund

Institutional Service Institutional Service
Shares Shares Shares Shares

Management Fees (after fee waivers) .00% .00% .12% .12%
12b-1 Fees (distribution and servicing) None .25% None .25%
Other Expenses (after fee waivers
and expense reimbursements) .35% .35% .23% .23%
Total Fund Operating Expenses (after fee
waivers and expense reimbursements) .35% .60% .35% .60%

</TABLE>

EXAMPLE:

An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
redemption at the end of each time period:

Institutional Service Institutional Service
Shares Shares Shares Shares

1 YEAR . . . . . . . . $ 4 $ 6 $ 4 $ 6
3 YEARS. . . . . . . . $11 $19 $11 $19
5 YEARS. . . . . . . . $20 $33 $20 $33
10 YEARS. . . . . . . . $44 $75 $44 $75
</TABLE>

THE AMOUNTS LISTED IN THE EXAMPLES SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY
BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, EACH FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.

The purpose of the foregoing table is to assist investors in
understanding the various costs and expenses borne by a Fund,
and
therefore indirectly by investors, the payment of which will
reduce investors' return on an annual basis. FCIMCO has
undertaken, as to each Fund, until such time as it gives
investors at least 90 days' notice to the contrary, that if, in
any fiscal year, certain expenses, including the investment
advisory and administration fees, exceed .35% and .60% of the
value of the average net assets of the Institutional Shares and
the Service Shares, respectively, for the fiscal year, the Trust
may deduct from the payment to be made to FCIMCO under the
Investment Advisory or Administration Agreements, or FCIMCO will
bear, such excess expense. Institutions effecting transactions
in Fund shares may charge their clients direct fees in
connection
with such transactions; such fees are not reflected in the
foregoing table. See "Management of the Trust," "How to Buy
Fund
Shares" and "Service Plan." The expenses noted above, without
fee waivers or expense reimbursement arrangements, would have
been:

Cash Management Municipal Cash
Fund Management Fund

Institutional Service Institutional Service
Shares Shares Shares Shares

<TABLE>
<CAPTION>
U.S. Government
Treasury Prime Cash Securities Cash
Management Fund Management Fund

Institutional Service Institutional Service
Shares Shares Shares Shares

Management Fees (after fee waivers) .20% .20% .20% .20%
12b-1 Fees (distribution and servicing) None .25% None .25%
Other Expenses (after fee waivers
and expense reimbursements) 1.13% 1.13% .23% .23%
Total Fund Operating Expenses (after fee
waivers and expense reimbursements) 1.33% 1.58% .43% .68%

</TABLE>

CONDENSED FINANCIAL INFORMATION

The information in the following tables has been
audited (except where noted) by Ernst & Young LLP, each Fund's
independent auditors, whose reports thereon appear in the
Statement of Additional Information. Further financial data and
related notes are included in the Statement of Additional
Information, available upon request.

FINANCIAL HIGHLIGHTS

Contained below is per share operating performance
data, total investment return, ratios to average net assets and
other supplemental data for Institutional Shares and Service
Shares of the Cash Management Fund, U.S. Government Securities
Cash Management Fund and Treasury Prime Cash Management Fund for
the periods indicated. This information has been derived from
information provided in the Fund's financial statements. No
financial data is available for the Municipal Cash Management
Fund, which had not commenced operations as of the date of this
prospectus.

<PAGE>
CASH MANAGEMENT FUND (1)
<TABLE>
<CAPTION>

INSTITUTIONAL SHARES SERVICE SHARES
YEAR ENDED JUNE 30, 10-MONTH
PERIOD ENDED PERIOD ENDED
APRIL 30, 1995 APRIL 30, 1995
1993(2) 1994 (UNAUDITED)(3) (UNAUDITED)(4)

PER SHARE DATA:
<S> <C> <C> <C> <C>
Net asset value, beginning of year $ 1.0000 $.9999$ .9993 $1.0000

INVESTMENT OPERATIONS:
Investment income - net . . . .0297 .0333 .0412 .0154
Net realized (loss) on investments (.0001) (.0006) (.0059) (.0006)
TOTAL FROM INVESTMENT OPERATIONS .0296 .0327 .0353 .0148

DISTRIBUTIONS:
Dividends from investment income-net (.0297) (.0333) (.0412) (.0154)
Increase due to voluntary capital
contribution from Investment Adviser -- -- .0060 --
Net asset value, end of year. $ .9999$ .9993 $.9994 $.9994

TOTAL INVESTMENT RETURN . . . . 3.25%(5) 3.38% 4.20%(6)(7) 1.55%(7)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets .05%(5) .31% .35%(5) .60%(5)
Ratio of net investment income to
average net assets. . . . . 3.19%(5) 3.33% 4.94%(5) 5.47%(5)
Decrease reflected in above expense
ratios due to undertakings. .51%(5) .12% .09%(5) .11%(5)
Net Assets, end of year (000's omitted) $175,713 $243,820 $317,004 $1,595
________________

(1) On January 17, 1995, all of the assets and liabilities of First Prairie Cash Management were
transferred to the Cash Management Fund in exchange for Institutional Shares of the Cash
Management Fund. The financial data provided above prior to such date is for First Prairie Cash
Management.
(2) From July 30, 1992 (commencement of operations) to June 30, 1993.
(3) From July 1, 1994 through April 30, 1995.
(4) From January 17, 1995 (initial offering date of Service Shares) through April 30, 1995.
(5) Annualized.
(6) Had the Fund not had a capital contribution from the Investment Adviser during the period, the
total investment return would have been lower.
(7) Not annualized.
</TABLE>

<PAGE>

U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND (1)
<TABLE>
<CAPTION>

INSTITUTIONAL SHARES SERVICE SHARES
11-MONTH
PERIOD ENDED PERIOD ENDED
YEAR ENDED MAY 31, APRIL 30, 1995 APRIL 30, 1995

PER SHARE DATA: 1993(2) 1994 (UNAUDITED)(3) (UNAUDITED)(4)
<S> <C> <C> <C> <C>
Net asset value, beginning of year............. $1.0000 $1.0000 $.9999 $1.0000

INVESTMENT OPERATIONS:
Investment income--net......................... .0319 .0302 .0440 .0153
Net realized (loss) on investments............. -- (.0001) (.0009) (.0010)
TOTAL FROM INVESTMENT OPERATIONS......... .0319 .0301 .0431 .0143

DISTRIBUTIONS:
Dividends from investment income--net.......... (.0319) (.0302) (.0440) (.0153)

Net asset value, end of year................... $1.0000 $.9999 $.9990 $.9990

TOTAL INVESTMENT RETURN............................ 3.25%(5) 3.06% 4.52%(6) 1.54%(6)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets........ .02%(5) .30% .35%(5) .60%(5)
Ratio of net investment income to
average net assets............................. 3.10%(5) 3.02% 4.85%(5) 5.43%(5)
Decrease reflected in above expense
ratios due to undertakings.................. .47%(5) .11% .06%(5) .08%(5)
Net Assets, end of year (000's omitted)........ $264,527 $413,634 $504,850 $10,232

____________________________
(1) On January 17, 1995, all of the assets and liabilities of First Prairie U.S. Treasury Securities
Cash Management were transferred to the U.S. Government Securities Cash Management Fund in
exchange for Institutional Shares of the U.S. Government Securities Cash Management Fund. The
financial data provided above prior to such date is for First Prairie U.s. Treasury Securities
Cash Management.
(2) From June 2, 1992 (commencement of operations) to May 31, 1993.
(3) From June 1, 1994 through April 30, 1995.
(4) From January 17, 1995 (initial offering date of Service Shares) through April 30, 1995.
(5) Annualized.
(6) Not annualized.
</TABLE>

<PAGE>

TREASURY PRIME CASH MANAGEMENT FUND
<TABLE>
<CAPTION>

PERIOD ENDED APRIL 30, 1995
(UNAUDITED)(1)

INSTITUTIONAL SHARES SERVICE SHARES

<S> <C> <C>
PER SHARE DATA:

Net asset value, beginning
of year . . . . . . . . . . . $1.0000 $1.0000

INVESTMENT OPERATIONS:
Investment income - net . . . . .0058 .0055
Net realized (loss) on
investments . . . . . . . . . (.0001) (.0001)
TOTAL FROM INVESTMENT
OPERATIONS. . . . . . . . . .0057 .0054

DISTRIBUTIONS:
Dividends from investment
income-net. . . . . . . . . . (.0058) (.0055)
Net asset value, end of
year. . . . . . . . . . . . . $.9999 $.9999

TOTAL INVESTMENT RETURN . . . . . .58%(2) .55%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average
net assets. . . . . . . . . . .35%(3) .60%(3)
Ratio of net investment income to
average net assets. . . . . . 5.31%(3) 5.01%(3)
Decrease reflected in above
expense ratios due to
undertakings. . . . . . . . . .98%(3) .98%(3)
Net Assets, end of year
(000's omitted) . . . . . . . $13,010 $553

___________________________
(1) From March 22, 1995 (commencement of operations) through April 30, 1995.
(2) Not annualized.
(3) Annualized.

</TABLE>

YIELD INFORMATION

From time to time, each Fund will advertise its yield
and effective yield. Both yield figures are based on historical
earnings and are not intended to indicate future performance.
It
can be expected that these yields will fluctuate substantially.
The yield of a Fund refers to the income generated by an
investment in the Fund over a seven-day period (which period
will
be stated in the advertisement). This income is then
annualized.
That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The
effective yield is calculated similarly, but, when annualized,
the income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than
the
yield because of the compounding effect of this assumed
reinvestment. Each Fund's yield and effective yield may reflect
absorbed expenses pursuant to any undertaking that may be in
effect. See "Management of the Trust." Both yield figures also
take into account any applicable distribution and service fees.
As a result, at any given time, the performance of the Service
Class should be expected to be lower than that of the
Institutional Class. See "Service Plan."

Tax equivalent yield for the Municipal Cash Management
Fund is calculated by determining the pre-tax yield which, after
being taxed at a stated rate, would be equivalent to a stated
yield or effective yield calculated as described above.

Yield information is useful in reviewing a Fund's
performance, but because yields will fluctuate, under certain
conditions such information may not provide a basis for
comparison with domestic bank deposits, other investments which
pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of
computing yield.

Comparative performance information may be used from
time to time in advertising or marketing Fund shares, including
data from Lipper Analytical Services, Inc., Bank Rate Monitor*,
N. Palm Beach, Fla. 33408, IBC/Donoghue's Money Fund ReportR and
other industry publications.

DESCRIPTION OF THE FUNDS

GENERAL

The Trust is a "series fund," which is a mutual fund
divided into separate portfolios. Each portfolio is treated as
a
separate entity for certain matters under the Investment Company
Act of 1940, as amended (the "1940 Act"), and for other
purposes,
and a shareholder of one portfolio is not deemed to be a
shareholder of any other portfolio. As described below, for
certain matters Trust shareholders vote together as a group; as
to others they vote separately by Fund.

By this Prospectus, two classes of shares of each Fund
are being offered - Institutional Shares and Service Shares
(each
such class being referred to as a "Class"). The Classes are
identical, except that Service Shares are subject to an annual
distribution and service fee at the rate of .25% of the value of
the average daily net assets of the Service Class. The fee is
payable to the Distributor for advertising, marketing and
distributing Service Shares and for ongoing personal services to
the holders of Service Shares relating to shareholder accounts
and services related to the maintenance of such shareholder
accounts pursuant to a Service Plan adopted in accordance with
Rule 12b-1 under the 1940 Act. The Distributor may make
payments
to certain financial institutions, securities dealers and other
industry professionals (collectively, "Service Agents") in
respect of these services. See "Service Plan." The
distribution
and service fee paid by the Service Class will cause such
Class to have a higher expense ratio and to pay lower dividends
than the Institutional Class.

WHEN USED IN THIS PROSPECTUS AND THE STATEMENT OF
ADDITIONAL INFORMATION, THE TERMS "INVESTOR" AND "SHAREHOLDER"
REFER TO THE INSTITUTION PURCHASING FUND SHARES AND DO NOT REFER
TO ANY INDIVIDUAL OR ENTITY FOR WHOSE ACCOUNT THE INSTITUTION
MAY
PURCHASE FUND SHARES. Such institutions have agreed to transmit
copies of this Prospectus and all relevant Fund materials,
including proxy materials, to each individual or entity for
whose
account the institution purchases Fund shares, to the extent
required by law.

INVESTMENT OBJECTIVE

Each Fund's goal is to provide investors with as high a level
of current income as is consistent with the preservation of
capital and the maintenance of liquidity, and, in the case of
the
Municipal Cash Management Fund, exempt from Federal income tax.
Each Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the 1940
Act) of such Fund's outstanding voting shares. There can be no
assurance that the Fund's investment objective will be achieved.
Securities in which the Funds invest may not earn as high a
level
of current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more
fluctuation in market value.

MANAGEMENT POLICIES

Each Fund seeks to maintain a net asset value of
$1.00 per share for purchases and redemptions. To do so, the
Trust uses the amortized cost method of valuing each Fund's
securities pursuant to Rule 2a-7 under the 1940 Act, certain
requirements of which are summarized below.

In accordance with Rule 2a-7, each Fund is required to
maintain a dollar-weighted average portfolio maturity of 90 days
or less, purchase only instruments having remaining maturities
of
13 months or less and invest only in U.S. dollar denominated
securities determined in accordance with procedures established
by the Board of Trustees to present minimal credit risks and, in
the case of the Cash Management Fund and Municipal Cash
Management Fund, which are rated in one of the two highest
rating
categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating
organization if the instrument was rated by only one such
organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the
Board
of Trustees. The Cash Management Fund and Municipal Cash
Management Fund will purchase only instruments so rated in the
highest rating category or, if unrated, of comparable quality as
determined in accordance with procedures established by the
Board
of Trustees. The nationally recognized statistical rating
organizations currently rating instruments of the type the Cash
Management Fund and Municipal Cash Management Fund may purchase
are Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Corporation ("S&P"), Duff & Phelps Credit Rating Co.,
Fitch Investors Service, Inc. ("Fitch"), IBCA Limited and IBCA
Inc., and Thomson BankWatch, Inc. and their rating criteria are
described in the Appendix to the Statement of Additional
Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net
Asset Value" in the Statement of Additional Information. There
can be no assurance that each Fund will be able to maintain a
stable net asset value of $1.00 per share.

CASH MANAGEMENT FUND invests in short-term money
market obligations, including securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities,
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by domestic banks, foreign
branches of domestic banks, foreign subsidiaries of domestic
banks, domestic and foreign branches of foreign banks and thrift
institutions, repurchase agreements, and high quality domestic
and foreign commercial paper and other short-term corporate
obligations, including those with floating or variable rates of
interest. See "Appendix - Portfolio Securities." In addition,
the Fund is permitted to lend portfolio securities to the extent
described under "Appendix - Investment Practices." During
normal
market conditions, at least 25% of the Fund's total assets will
be invested in bank obligations.

The Fund will not invest more than 5% of its total
assets in the securities (including the securities
collateralizing a repurchase agreement) of, or subject to puts
issued by, a single issuer, except that (i) the Fund may invest
more than 5% of its total assets in a single issuer for a period
of up to three business days in certain limited circumstances,
(ii) the Fund may invest in obligations issued or guaranteed by
the U.S. Government without any such limitation, and (iii) the
limitation with respect to puts does not apply to unconditional
puts if no more than 10% of the Fund's total assets is invested
in securities issued or guaranteed by the issuer of the
unconditional put. As to each security, these percentages are
measured at the time the Fund purchases the security.

MUNICIPAL CASH MANAGEMENT FUND invests at least 80%
of the value of its net assets (except when maintaining a
temporary defensive position) in Municipal Obligations.
Municipal Obligations are debt obligations issued by states,
territories and possessions of the United States and the
District
of Columbia and their political subdivisions, agencies and
instrumentalities, or multi-state agencies or authorities, the
interest from which is, in the opinion of bond counsel to the
issuer, exempt from Federal income tax. See "Appendix -
Portfolio Securities."

From time to time, the Fund may invest more than 25% of
the value of its total assets in industrial development bonds
which, although issued by industrial development authorities,
may be backed only by the assets and revenues of the
non-governmental
users. Interest on Municipal Obligations (including certain
industrial development bonds) which are specified private
activity bonds, as defined in the Internal Revenue Code of 1986,
as amended (the "Code"), issued after August 7, 1986, while
exempt from Federal income tax, is a preference item for the
purpose of the alternative minimum tax. Where a regulated
investment company receives such interest, a proportionate share
of any exempt-interest dividend paid by the investment company
may be treated as such a preference item to the shareholder.
The
Fund may invest without limitation in such Municipal Obligations
if the Investment Adviser determines that their purchase is
consistent with the Fund's investment objective. See "Risk
Factors - Fixed-Income Securities" below.

From time to time, on a temporary basis other than for
temporary defensive purposes (but not to exceed 20% of the value
of the Fund's net assets) or for temporary defensive purposes,
the Fund may invest in taxable money market instruments of the
type in which the Cash Management Fund may invest. Dividends
paid by the Fund that are attributable to income earned by it
from these securities will be taxable to investors. See
"Dividends, Distributions and Taxes." If the Fund purchases
taxable money market instruments the Trust will value them using
the amortized cost method and comply with the provisions of
Rule 2a-7 relating to purchases of taxable instruments. Under
normal market conditions, the Trust anticipates that not more
than 5% of the value of the Fund's total assets will be invested
in any one category of these securities. See "Appendix -
Portfolio Securities."

TREASURY PRIME CASH MANAGEMENT FUND invests only in
securities issued and guaranteed as to principal and interest by
the U.S. Government. These securities include U.S. Treasury
securities, which differ in their interest rates, maturities and
times of issuance. See "Appendix - Portfolio Securities." The
Fund does not invest in repurchase agreements, securities issued
by agencies or instrumentalities of the Federal government or
any other type of money market instrument or security.

U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
invests only in short-term securities issued or guaranteed as to
principal or interest by the U.S. Government, its agencies or
instrumentalities and may enter into repurchase agreements. See
"Appendix - Portfolio Securities." The Fund also may lend
securities from its portfolio as described under "Appendix -
Investment Practices."

CERTAIN FUNDAMENTAL POLICIES

Each Fund may (i) invest up to 25% of the value of its
total assets in the securities of issuers in a single industry,
provided there is no limitation on the purchase of obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities or, in the case of the Municipal Cash
Management Fund, Municipal Obligations; and (ii) pledge,
hypothecate, mortgage or otherwise encumber its assets, but only
to secure permitted borrowings (this policy, however, is not
fundamental in the case of the Municipal Cash Management Fund
and
Treasury Prime Cash Management Fund). In addition, (i) each of
the Municipal Cash Management Fund and Treasury Prime Cash
Management Fund may borrow money to the extent permitted under
the 1940 Act, which currently limits borrowing to no more than
33-1/3% of the value of the Fund's total assets; (ii) each of
the
Cash Management Fund and U.S. Government Securities Cash
Management Fund may borrow money from banks, but only for
temporary or emergency (not leveraging) purposes, in an amount
up
to 15% of the value of the Fund's total assets (including the
amount borrowed) valued at the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the value of
the Fund's total assets, the Fund will not make any additional
investments; (iii) each of the Cash Management Fund and
Municipal
Cash Management Fund may invest up to 5% of its total assets in
the obligations of any one issuer, except that up to 25% of the
value of the Fund's total assets may be invested (subject to the
provisions of Rule 2a-7), and obligations issued or guaranteed
by
the U.S. Government, its agencies or instrumentalities may be
purchased, without regard to any such limitation; and (iv) the
Cash Management Fund will invest, except when it has adopted a
temporary defensive position, at least 25% of its total assets
in securities issued by banks, including foreign banks and
branches.
This paragraph describes, except as noted, fundamental policies
that cannot be changed as to a Fund without approval by the
holders of a majority (as defined in the 1940 Act) of such
Fund's
outstanding voting shares. See "Investment Objective and
Management Policies - Investment Restrictions" in the Statement
of Additional Information.

CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICY

Each Fund may invest up to 10% of the value of its net
assets in illiquid securities. See "Appendix - Investment
Practices - Illiquid Securities" and "Investment Objective and
Management Policies - Investment Restrictions" in the Statement
of Additional Information.

RISK FACTORS

See also the Appendix beginning on page A-1.

FOREIGN SECURITIES - (CASH MANAGEMENT FUND) Since the Cash
Management Fund's portfolio may contain securities issued by
foreign branches of domestic and foreign banks, domestic and
foreign branches of foreign banks and thrift institutions, and
commercial paper issued by foreign issuers, the Fund may be
subject to additional investment risks with respect to such
securities that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S.
domestic issuers, although such obligations may be higher
yielding when compared to the securities of U.S. domestic
issuers. Such risks include possible future political and
economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities,
the possible establishment of exchange controls or the adoption
of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities
and the possible seizure or nationalization of foreign deposits.

FIXED-INCOME SECURITIES - (MUNICIPAL CASH MANAGEMENT FUND)
Certain provisions in the Code relating to the issuance of
Municipal Obligations may reduce the volume of Municipal
Obligations qualifying for Federal tax exemption. One effect of
these provisions could be to increase the cost of the Municipal
Obligations available for purchase by the Fund and thus reduce
the available yield. Shareholders of the Municipal Cash
Management Fund should consult their tax advisers concerning the
effect of these provisions on an investment in the Fund.
Proposals that may restrict or eliminate the income tax
exemption
for interest on Municipal Obligations may be introduced in the
future. If any such proposal were enacted that would reduce the
availability of Municipal Obligations for investment by the Fund
so as to adversely affect the Fund's shareholders, the Trust
would reevaluate the Fund's investment objective and policies
and
submit possible changes in the Fund's structure to shareholders
for their consideration. If legislation were enacted that would
treat a type of Municipal Obligation as taxable, the Trust would
treat such security as a permissible taxable investment within
the applicable limits set forth herein.

The Municipal Cash Management Fund may invest more than
25% of the value of its total assets in Municipal Obligations
which are related in such a way that an economic, business or
political development or change affecting one such security also
would affect the other securities; for example, securities the
interest upon which is paid from revenues of similar types of
projects, or securities of issuers that are located in the same
state. As a result, the Fund may be subject to greater risk as
compared to a fund that does not follow this practice.

Certain municipal lease/purchase obligations in which
the Municipal Cash Management Fund may invest may contain "non-
appropriation" clauses which provide that the municipality has
no
obligation to make lease payments in future years unless money
is
appropriated for such purpose on a yearly basis. Although "non-
appropriation" lease/purchase obligations are secured by the
leased property, disposition of the leased property in the event
of foreclosure might prove difficult. In evaluating the credit
quality of a municipal lease/purchase obligation that is
unrated,
the Investment Adviser will consider, on an ongoing basis, a
number of factors including the likelihood that the issuing
municipality will discontinue appropriating funding for the
leased property.

OTHER INVESTMENT CONSIDERATIONS - Each Fund will attempt to
increase yields by trading to take advantage of short-term
market
variations. This policy is expected to result in high portfolio
turnover but should not adversely affect the Funds since each
Fund usually will not pay brokerage commissions on purchases of
short-term debt obligations, including U.S. Government
securities. The value of the securities held by each Fund will
vary inversely to changes in prevailing interest rates. Thus,
if
interest rates have increased from the time a security was
purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from
the time a security was purchased, such security, if sold, might
be sold at a price greater than its purchase cost. In either
instance, if the security is held to maturity, no gain or loss
will be realized.

Each Fund may purchase securities on a when-issued
basis, which means that the price is fixed at the time of
commitment, but delivery and payment ordinarily take place a
number of days after the date of the commitment to purchase.
The
Fund will make commitments to purchase such securities only with
the intention of actually acquiring the securities, but the Fund
may sell these securities before the settlement date if it is
deemed advisable, although any gain realized on such sale would
be taxable. The Fund will not accrue income in respect of a
when-issued security prior to its stated delivery date. No
additional when-issued commitments will be made by the Municipal
Cash Management Fund if more than 20% of the value of such
Fund's net assets would be so committed.

Securities purchased on a when-issued basis and certain
other securities held in the Fund's portfolio are subject to
changes in value (both generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when
interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated,
in the level of interest rates. Securities purchased on a when-
issued basis may expose the Fund to risk because they may
experience such fluctuations prior to their actual delivery.
Purchasing securities on a when-issued basis can involve the
additional risk that the yield available in the market when the
delivery takes place actually may be higher than that obtained
in
the transaction itself. A segregated account of the Fund
consisting of cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least
equal at all times to the amount of the when-issued commitments
will be established and maintained at the Trust's custodian
bank.
Purchasing securities on a when-issued basis when the Fund is
fully or almost fully invested may result in greater potential
fluctuation in the value of the Fund's net assets and its net
asset value per share.

Investment decisions for each Fund are made
independently from those of other investment companies or
investment advisory accounts that may be advised by the
Investment Adviser. However, if such other investment companies
or managed accounts are prepared to invest in, or desire to
dispose of, securities of the type in which a Fund may invest at
the same time as such Fund, available investments or
opportunities for sales will be allocated equitably to each of
them. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Fund or
the price paid or received by the Fund.

MANAGEMENT OF THE TRUST

INVESTMENT ADVISER AND ADMINISTRATOR

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 and a wholly-owned
subsidiary of The First National Bank of Chicago ("FNBC"), which
in turn is a wholly-owned subsidiary of First Chicago
Corporation, a registered bank holding company, FNBC is a
commercial bank offering a wide range of banking and investment
services to customers throughout the United States and around
the
world. As of March 31, 1995, FNBC was one of the largest
commercial banks in the United States and the largest in the
mid-western United States in terms of assets ($72.3 billion) and
deposits ($32.2 billion). As of March 31, 1995, FCIMCO provided
investment management services to portfolios containing
approximately $26 billion in assets. FCIMCO serves as
investment
adviser for the Trust pursuant to an Investment Advisory
Agreement dated as of January 1, 1995. Prior to January 1,
1995,
FNBC served as each Fund's investment adviser and administrator.

Under the Investment Advisory Agreement, FCIMCO provides the
day-to-day management of each Fund's investments, subject to the
overall authority of the Trust's Board of Trustees and in
conformity with Massachusetts law and the stated policies of the
Trust. FCIMCO is responsible for making investment decisions
for
the Trust, 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. FCIMCO has
advised the Trust that in making its investment decisions FCIMCO
does not obtain or use material inside information in its or any
of its affiliate's possession.

Under the terms of the Investment Advisory Agreement
with the Trust, the Trust has agreed to pay FCIMCO a monthly
advisory fee at the annual rate of .20 of 1% of the value of
each Fund's average daily net assets.

FCIMCO serves as the Trust's administrator pursuant to
an Administration Agreement with the Trust. Under the
Administration Agreement, FCIMCO generally assists in all
aspects
of the Trust's operations, other than providing investment
advice, subject to the overall authority of the Trust's Board in
accordance with Massachusetts law. Under the terms of the
Administration Agreement, the Trust has agreed to pay FCIMCO a
monthly administration fee at the annual rate of .15 of 1% of
the
value of each Fund's average daily net assets. FCIMCO has
engaged Concord Holding Corporation, a wholly-owned subsidiary
of The BISYS Group, Inc., located at 125 West 55th Street, New
York,
New York 10019 (the "Sub-Administrator"), to assist it in
providing certain administrative services for the Trust pursuant
to a Master Sub-Administration Agreement between FCIMCO and the
Sub-Administrator. The Sub-Administrator currently provides
administrative services or sub-administrative services to other
investment companies with over $35 billion in assets. FCIMCO,
from its own funds, will pay the Sub-Administrator for the Sub-
Administrator's services.

DISTRIBUTOR

Concord Financial Group, Inc. (the "Distributor"),
located at 125 West 55th Street, New York, New York 10019,
serves
as the Trust's principal underwriter and distributor of the
Funds' shares. The Distributor, a wholly-owned subsidiary of
the
Sub-Administrator, was organized to distribute shares of mutual
funds to institutional and retail investors. The Distributor
distributes the shares of other investment companies with over
$21 billion in assets.

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN

Primary Funds Service Corp., 100 Financial Park,
Franklin, Massachusetts 02038, is the Trust's Transfer and
Dividend Disbursing Agent (the "Transfer Agent"). The Transfer
Agent is jointly owned by a subsidiary of the Sub-Administrator
and Putnam Investments, Inc. The Bank of New York, 90
Washington
Street, New York, New York 10286, is the Trust's Custodian.

EXPENSES

All expenses incurred in the operation of the Trust are
borne by the Trust, except to the extent specifically assumed by
FCIMCO. The expenses borne by the Trust include: organizational
costs, taxes, interest, brokerage fees and commissions, if any,
fees of Trustees who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of
FCIMCO, 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 Trust'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. In
addition, Service Shares are subject to an annual distribution
and service fee pursuant to a plan adopted in accordance with
Rule 12b-1 under the 1940 Act. See "Service Plan." Expenses
attributable to a particular Fund or Class are charged against
the assets of that Fund or Class, respectively; other expenses
of
the Trust are allocated among the Funds on the basis determined
by the Board of Trustees, including, but not limited to,
proportionately in relation to the net assets of each Fund.

FCIMCO has undertaken, as to each Fund, until such time
as it gives investors at least 90 days' notice to the contrary,
that if, in any fiscal year the aggregate expenses of the 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
investment
advisory and administration fees, exceed .35% and .60% of the
value of the average net assets of the Institutional Class and
the Service Class, respectively, for the fiscal year, the Trust
may deduct from the payment to be made to FCIMCO under the
Investment Advisory or Administration Agreements, or FCIMCO will
bear, such excess expense.

HOW TO BUY FUND SHARES

Each Fund is designed for institutional investors,
including banks (such as FNBC), acting for themselves or in a
fiduciary, advisory, agency, custodial or similar capacity,
public agencies and municipalities. Fund shares may not be
purchased directly by individuals, although institutions may
purchase shares for accounts maintained by individuals.
Generally, each investor will be required to open a single
master
account with the Fund for all purposes. In certain cases, the
Trust may request investors to maintain separate master accounts
for shares held by the investor (i) for its own account, for the
account of other institutions and for accounts for which the
institution acts as a fiduciary, and (ii) for accounts for which
the investor acts in some other capacity. An institution may
arrange with the Transfer Agent for sub-accounting services and
will be charged directly for the cost of such services. Certain
accounts may be eligible for an automatic investment privilege,
commonly called a "sweep," under which amounts in excess of a
certain minimum held in those accounts will be invested
automatically in shares at pre-determined intervals. Each
investor desiring to use this privilege should consult its bank
for details.

The minimum initial investment is $1,000,000 or any
lesser amount if, in the Distributor's opinion, the investor has
adequate intent and availability of funds to reach a future
level
of investment of $1,000,000. There is no minimum for subsequent
purchases. The initial investment must be accompanied by the
Account Application. The Trust does not impose any sales
charges
in connection with purchases of Fund shares, although Service
Agents and other institutions may charge their clients fees in
connection with purchases for the accounts of their clients.
These fees would be in addition to any amounts which might be
received under the Service Plan. Service Agents may receive
different levels of compensation for selling different classes
of
shares. Each Service Agent has agreed to transmit to its
clients
a schedule of such fees. The Fund does not issue share
certificates. The Trust reserves the right to reject any
purchase order. It is not recommended that the Municipal Cash
Management Fund be used as a vehicle for Keogh, IRA or other
qualified retirement plans.

Fund shares may be purchased by wire, by telephone or
through compatible computer facilities. All payments should be
made in U.S. dollars and, to avoid fees and delays, should be
drawn only on U.S. banks. Investors may telephone orders for
purchases of Fund shares by calling 1-800-370-9446. For
instructions concerning purchases and to determine whether their
computer facilities are compatible with the Trust's, investors
should call 1-800-370-9446.

Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form and Federal Funds (monies of member banks in the Federal
Reserve System which are held on deposit at a Federal Reserve
Bank) are received by the Transfer Agent. If an investor does
not remit Federal Funds, its payment must be converted into
Federal Funds. This usually occurs within one business day of
receipt of a bank wire and within two business days of receipt
of
a check drawn on a member bank of the Federal Reserve System.
Checks drawn on banks which are not members of the Federal
Reserve System may take considerably longer to convert into
Federal Funds. Prior to receipt of Federal Funds, the
investor's money will not be invested.

Net asset value per share is determined as of 12:00
noon, Central Standard time, for the Municipal Cash Management
Fund and Treasury Prime Cash Management Fund and 2:00 p.m.,
Central Standard time, for the Cash Management Fund and U.S.
Government Securities Cash Management Fund, on each Fund
business
day (which, as used herein, shall include each day that the New
York Stock Exchange is open for business, except Martin Luther
King, Jr. Day, Columbus Day and Veterans Day). Net asset value
per share of each Class is computed by dividing the value of the
Fund's net assets represented by such Class (i.e., the value of
its assets less liabilities) by the total number of shares of
such Class outstanding. See "Determination of Net Asset Value"
in the Statement of Additional Information.

Investors whose payments are received in or converted
into Federal Funds by 12:00 noon, Central Standard time, for the
Municipal Cash Management Fund and Treasury Prime Cash
Management
Fund or 2:00 p.m., Central Standard time, for the Cash
Management
Fund and U.S. Government Securities Cash Management Fund, by the
Transfer Agent will receive the dividend declared that day.
Investors whose payments are received in or converted into
Federal Funds after 12:00 noon, Central Standard time, for the
Municipal Cash Management Fund and Treasury Prime Cash
Management
Fund or 2:00 p.m., Central Standard time, for the Cash
Management
Fund and U.S. Government Securities Cash Management Fund, by the
Transfer Agent will begin to accrue dividends on the following
business day.

Federal Regulations require that an investor provide a
certified Taxpayer Identification Number ("TIN") upon opening or
reopening an account. See "Dividends, Distributions and Taxes"
and the Account Application for further information concerning
this requirement. Failure to furnish a certified TIN to the
Trust could subject an investor to a $50 penalty imposed by the
Internal Revenue Service (the "IRS").

HOW TO REDEEM FUND SHARES

An investor may redeem all or any portion of the shares
in the investor's account on any Fund business day at the net
asset value next determined after a redemption request in proper
form is received by the Transfer Agent. Therefore, redemptions
will be effected on the same day the redemption order is
received
only if such order is received prior to 12:00 noon, Central
Standard time, for the Municipal Cash Management Fund and
Treasury Prime Cash Management Fund or 2:00 p.m., Central
Standard time, for the Cash Management Fund and U.S. Government
Securities Cash Management Fund, on any Fund business day.
Shares that are redeemed earn dividends up to and including the
day prior to the day the redemption is effected. The proceeds
of
a redemption will be paid in Federal Funds ordinarily on the
Fund
business day the redemption is effected, but in any event within
seven days. Payment for redemption requests received before
12:00 noon, Central Standard time, for the Municipal Cash
Management Fund and Treasury Prime Cash Management Fund or
2:00 p.m., Central Standard time, for the Cash Management Fund
and U.S. Government Securities Cash Management Fund, ordinarily
is made in Federal Funds wired to the redeeming shareholder on
the same Fund business day. Payment for redeemed shares for
which a redemption order is received after such time on a Fund
business day is made in Federal Funds wired to the redeeming
shareholder on the next Fund business day following redemption.
To allow the Investment Adviser to manage the Funds' portfolios
more effectively, investors are urged to make redemption
requests
as early in the day as possible. In making redemption requests,
the names of the registered shareholders and their account
numbers must be supplied. Although each Fund generally retains
the right to pay the redemption price of its shares in kind with
securities (instead of cash), the Trust has filed an election
under Rule 18f-1 under the 1940 Act committing to pay in cash
all
redemptions by a shareholder of record up to the amounts
specified in such rule (in most cases approximately $250,000).

A wire redemption may be requested by telephone or wire
to Primary Funds Service Corp., P.O. Box 9743, Boston,
Massachusetts 02109. For telephone redemptions, please call
1-800-370-9446.

An investor may redeem shares by telephone if the
investor has checked the appropriate box on the Account
Application. By selecting a telephone redemption privilege, an
investor authorizes the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be an authorized representative of the investor and reasonably
believed by the Transfer Agent to be genuine. The Trust will
require the Transfer Agent to employ reasonable procedures, such
as requiring a form of identification, to confirm that
instructions are genuine and, if it does not follow such
procedures, the Trust or the Transfer Agent may be liable for
any
losses due to unauthorized or fraudulent instructions. Neither
the Trust nor the Transfer Agent will be liable for following
telephone instructions reasonably believed to be genuine.

The Trust makes available to institutions the ability
to redeem shares through compatible computer facilities.
Investors desiring to redeem shares in this manner should call
1-800-370-9446 to determine whether their computer facilities
are
compatible and to receive instructions for redeeming shares in
this manner.

The right of any investor to receive payments with
respect to any redemption may be suspended or the payment of the
redemption proceeds postponed during any period in which the New
York Stock Exchange is closed (other than weekends or holidays)
or trading on such Exchange is restricted or, to the extent
otherwise permitted by the 1940 Act, if an emergency exists.

SERVICE PLAN

(Service Shares Only)

Service Shares are subject to a Service Plan adopted
pursuant to Rule 12b-1 under the 1940 Act. Under the Service
Plan, each Fund pays the Distributor for advertising, marketing
and distributing the Fund's Service Shares and for the provision
of certain services to the holders of Service Shares a fee at
the
annual rate of .25 of 1% of the value of the average daily net
assets of the Service Class. The services provided may include
personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing
reports and other information, and services related to the
maintenance of such shareholder accounts. The fee payable for
such services is intended to be a "service fee" as defined in
Article III, Section 26 of the NASD Rules of Fair Practice.
Under the Service Plan, the Distributor may make payments to
Service Agents in respect of these services. FCIMCO, FNBC and
their affiliates may act as Service Agents and receive fees
under
the Service Plan. The Distributor determines the amounts to be
paid to Service Agents. Each Service Agent is required to
disclose to its clients any compensation payable to it by the
Fund pursuant to the Service Plan and any other compensation
payable by their clients in connection with the investment of
their assets in Fund shares. From time to time, the Distributor
may defer or waive receipt of fees under the Service Plan while
retaining the ability to be paid by the Fund under the Service
Plan thereafter. The fees payable to the Distributor under the
Service Plan for advertising, marketing and distributing Service
Shares and for payments to Service Agents are payable without
regard to actual expenses incurred.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund ordinarily declares dividends from net
investment income on each Fund business day. Fund shares begin
earning income dividends on the day the purchase order is
effective. Dividends usually are paid on the last calendar day
of each month, and are automatically reinvested in additional
shares
of the Fund from which they were paid at net asset value or, at
the investor's option, paid in cash. Each Fund's earnings for
Saturdays, Sundays and holidays are declared as dividends on the
preceding business day. If an investor redeems all shares in
its
account at any time during the month, all dividends to which the
investor is entitled will be paid along with the proceeds of the
redemption. Distributions from net realized securities gains, if
any, generally are declared and paid once a year, but a Fund may
make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner
consistent with the provisions of the 1940 Act. No Fund will
make distributions from net realized securities gains unless
capital loss carryovers, if any, have been utilized or have
expired. Investors may choose whether to receive distributions
in
cash or to reinvest in additional shares of the Fund from which
they were paid at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors.

Dividends paid by each Class will be calculated at the same time
and in the same manner and will be of the same amount, except
that the expenses attributable solely to the Institutional
Class or the Service Class will be borne exclusively by such
Class. Service Shares will receive lower per share dividends
than Institutional Shares because of the higher expenses borne
by the Service Class. See "Annual Fund Operating Expenses."

Dividends paid by the Cash Management, Treasury Prime
Cash Management and U.S. Government Securities Cash Management
Funds derived from net investment income and dividends paid by
the Municipal Cash Management Fund derived from taxable
investments, together with distributions from any net realized
short-term securities gains and all or a portion of any gain
realized from the sale or other disposition of certain market
discount bonds, will be taxable to U.S. investors as ordinary
income whether or not reinvested in additional Fund shares.
Distributions from net realized long-term securities gains, if
any, will be taxable as long-term capital gains for Federal
income tax purposes if the beneficial holder of Fund shares is a
citizen or resident of the United States, regardless of how long
investors have held shares and whether such distributions are
received in cash or reinvested in additional shares.

Except for dividends from taxable investments, the
Trust anticipates that substantially all dividends paid by the
Municipal Cash Management Fund will not be subject to Federal
income tax. Dividends and distributions paid by the Fund may be
subject to certain state and local taxes. Although all or a
substantial portion of the dividends paid by the Municipal Cash
Management Fund may be excluded by shareholders of the Fund from
their gross income for Federal income tax purposes, the Fund may
purchase specified private activity bonds, the interest from
which may be (i) a preference item for purposes of the
alternative minimum tax, (ii) a component of the "adjusted
current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the
extent to which the Social Security benefits of a beneficial
holder of the Fund's shares are taxable. If the Fund purchases
such securities, the portion of its dividends related thereto
will not necessarily be tax exempt to a beneficial holder of the
Fund's shares who is subject to the alternative minimum tax
and/or tax on Social Security benefits and may cause such
investor to be subject to such taxes.

Dividends and distributions attributable to interest
from direct obligations of the United States and paid by the
Treasury Prime Cash Management Fund currently are not subject to
state personal income tax. The Trust intends to provide
shareholders of the Treasury Prime Cash Management Fund with a
statement which sets forth the percentage of dividends and
distributions paid by the Fund that is attributable to interest
income from direct obligations of the United States.

Dividends paid by a Fund derived from net investment
income, together with distributions from net realized short-term
securities gains and all or a portion of any gain realized from
the sale or other disposition of certain market discount bonds,
paid by such Fund to a foreign investor who is the beneficial
owner of such Fund's shares generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty. Distributions from net realized long-term
securities gains paid by the Fund to such foreign investor
generally will not be subject to U.S. nonresident withholding
tax. However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor
certifies his non-U.S. residency status.

Federal regulations generally require the Trust to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends and distributions from net realized securities
gains paid to a shareholder if such shareholder fails to certify
either that the TIN furnished in connection with opening an
account is correct, or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore,
the
IRS may notify the Trust to institute backup withholding if the
IRS determines a shareholder's TIN is incorrect or if a
shareholder has failed to properly report taxable dividend and
interest income on a Federal income tax return.

A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.

Notice as to the tax status of dividends and
distributions will be mailed to investors annually. Each
investor also will receive periodic summaries of its account
which will include information as to dividends and distributions
from securities gains, if any, paid during the year. For the
Municipal Cash Management Fund, these statements will set forth
the dollar amount of income exempt from Federal tax and the
dollar amount, if any, subject to Federal tax. These dollar
amounts will vary depending on the size and length of time of
the
investor's investment in the Municipal Cash Management Fund. If
the Municipal Cash Management Fund pays dividends derived from
taxable income, it intends to designate as taxable the same
percentage of the day's dividend as the actual taxable income
earned on that day bears to total income earned on that day.
Thus, the percentage of the dividend designated as taxable, if
any, may vary from day to day. No dividend will qualify for the
dividends received deduction allowable to certain U.S.
corporations.

It is expected that each Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Qualification as a regulated investment company relieves the
Fund
of any liability for Federal income tax to the extent its
earnings are distributed in accordance with applicable
provisions
of the Code. Each Fund is subject to a non-deductible 4% excise
tax, measured with respect to certain undistributed amounts of
taxable income and capital gains, if any.

Each investor and beneficial shareholder should consult
its tax adviser regarding questions as to Federal, state or
local taxes.

GENERAL INFORMATION

The Trust was organized as an unincorporated business
trust under the laws of the Commonwealth of Massachusetts
pursuant to an Agreement and Declaration of Trust (the "Trust
Agreement") dated October 19, 1994, and commenced operations on
January 17, 1995. The Trust is authorized to issue an unlimited
number of shares of beneficial interest, par value $.001 per
share. Each Fund's shares are classified into two classes.
Each
share has one vote and shareholders will vote in the aggregate
and not by class except as otherwise required by law or with
respect to any matter which affects only one class. Holders of
Service Shares only, however, will be entitled to vote on
matters
submitted to shareholders pertaining to the Service Plan.
Investors have agreed to vote Fund shares for which they are the
record owners according to voting instructions received from the
beneficial holder of such shares.

On January 17, 1995, all of the assets and liabilities
of First Prairie Cash Management and First Prairie U.S. Treasury
Securities Cash Management were transferred to the Cash
Management Fund and U.S. Government Securities Cash Management
Fund, respectively, in exchange for Institutional Shares
pursuant
to a proposal approved by shareholders of each such First
Prairie fund on December 30, 1994.

To date, the Board of Trustees has authorized the
creation of four separate portfolios of shares. All
consideration received by the Trust for shares of one of the
portfolios and all assets in which such consideration is
invested
will belong to that portfolio (subject only to the rights of
creditors of the Trust) and will be subject to the liabilities
related thereto. The income attributable to, and the expenses
of, one portfolio (and as to classes within a portfolio) are
treated separately from those of the other portfolios (and
classes). The Trust has the ability to create, from time to
time, new portfolios without shareholder approval.

Rule 18f-2 under the 1940 Act provides that any matter
required to be submitted under the provisions of the 1940 Act or
applicable state law or otherwise to the holders of the
outstanding voting securities of an investment company, such as
the Trust, will not be deemed to have been effectively acted
upon
unless approved by the holders of a majority of the outstanding
shares of each Fund affected by such matter. Rule 18f-2 further
provides that a Fund shall be deemed to be affected by a matter
unless it is clear that the interests of such Fund in the matter
are identical or that the matter does not affect any interest of
such Fund. However, the Rule exempts the selection of
independent accountants and the election of Trustees from the
separate voting requirements of the Rule.

Under Massachusetts law, shareholders could, under
certain circumstances, be held liable for the obligations of the
Trust. However, the Trust Agreement disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or a
Trustee.
The Trust Agreement provides for indemnification from the
Trust's
property for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the
Trust itself would be unable to meet its obligations, a
possibility which management believes is remote. Upon payment
of
any liability incurred by the Trust, the shareholder paying such
liability will be entitled to reimbursement from the general
assets of the Trust. The Trustees intend to conduct the
operations of the Trust in such a way so as to avoid, as far as
possible, ultimate liability of the shareholders for liabilities
of the Trust. As described under "Management of the Trust" in
the Statement of Additional Information, the Trust ordinarily
will not hold shareholder meetings; however, shareholders under
certain circumstances may have the right to call a meeting of
shareholders for the purpose of voting to remove Trustees.

The Transfer Agent maintains a record of each
investor's ownership and sends confirmations and statements of
account.

Investor inquiries may be made by writing to the Trust
at the address shown on the front cover or by calling the
telephone number shown on the front cover.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS
AND IN THE TRUST'S OFFICIAL SALES LITERATURE IN CONNECTION WITH
THE OFFER OF THE FUNDS' SHARES, AND, IF GIVEN OR MADE, SUCH
OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE TRUST. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO
WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>

APPENDIX

PORTFOLIO SECURITIES

To the extent set forth in this Prospectus and except
as noted below, each Fund may invest in the following
securities:

U.S. TREASURY SECURITIES - Each Fund may invest in U.S.
Treasury securities which include Treasury Bills, Treasury Notes
and Treasury Bonds that differ in their interest rates,
maturities and times of issuance. Treasury Bills have initial
maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally
have initial maturities of greater than ten years.

U.S. GOVERNMENT SECURITIES - In addition to U.S.
Treasury securities, each Fund, except the Treasury Prime Cash
Management Fund, may invest in securities issued or guaranteed
by
the U.S. Government or its agencies or instrumentalities. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, for example, Government National Mortgage
Association pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury; others, such as those of
the Federal Home Loan Banks, by the right of the issuer to
borrow
from the Treasury; others, such as those issued by the Federal
National Mortgage Association, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on
generally recognized reference rates or the relationship of
rates. While the U.S. Government provides financial support to
such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, since it is
not
so obligated by law. Each Fund will invest in such securities
only when the Trust is satisfied that the credit risk with
respect to the issuer is minimal.

REPURCHASE AGREEMENTS - Each Fund, except the Treasury
Prime Cash Management Fund, may enter into repurchase
agreements,
which involve the acquisition by a Fund of an underlying debt
instrument, subject to an obligation of the seller to
repurchase,
and such Fund to resell, the instrument at a fixed price usually
not more than one week after its purchase. Certain costs may be
incurred by a Fund in connection with the sale of the securities
if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings
are
commenced with respect to the seller of the securities,
realization on the securities by the Fund may be delayed or
limited. Pursuant to an order obtained from the Securities and
Exchange Commission, each Fund also is permitted to enter into
overnight repurchase agreements with FNBC or an affiliate of
FNBC subject to the terms and conditions of such order.

BANK OBLIGATIONS - The Cash Management Fund will, and,
to a limited extent, the Municipal Cash Management Fund may,
invest in bank obligations, including certificates of deposit,
time deposits, bankers' acceptances and other short-term
obligations of domestic banks, foreign subsidiaries of domestic
banks, foreign branches of domestic banks, and domestic and
foreign branches of foreign banks and thrift institutions.
Certificates of deposit are negotiable certificates evidencing
the obligation of a bank to repay funds deposited with it for a
specified period of time. Time deposits are non-negotiable
deposits maintained in a banking institution for a specified
period of time at a stated interest rate. Time deposits which
may be held by the Fund will not benefit from insurance from the
Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer.
These instruments reflect the obligation both of the bank and of
the drawer to pay the face amount of the instrument upon
maturity. The other short-term obligations may include
uninsured, direct obligations, bearing fixed, floating or
variable interest rates.

COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE
OBLIGATIONS - The Cash Management Fund and, to a limited extent,
the Municipal Cash Management Fund may invest in commercial
paper, which consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper
purchased by these Series will consist only of direct
obligations
issued by domestic and foreign entities. The other corporate
obligations in which these Funds may invest consist of high
quality, U.S. dollar denominated short-term bonds and notes
(including variable amount master demand notes) issued by
domestic and foreign corporations.

FLOATING AND VARIABLE RATE OBLIGATIONS - The Cash
Management Fund and the Municipal Cash Management Fund also may
purchase floating and variable rate demand notes and bonds,
which
are obligations ordinarily having stated maturities in excess of
13 months, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding
13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts,
which may change daily without penalty, pursuant to direct
arrangements between the Fund, as lender, and the borrower. The
interest rates on these notes fluctuate from time to time. The
issuer of such obligations normally has a corresponding right,
after a given period, to prepay in its discretion the
outstanding
principal amount of the obligations plus accrued interest upon a
specified number of days' notice to the holders of such
obligations. The interest rate on a floating rate demand
obligation is based on a known lending rate, such as a bank's
prime rate, and is adjusted automatically each time such rate is
adjusted. The interest rate on a variable rate demand
obligation
is adjusted automatically at specified intervals. Frequently,
such obligations are secured by letters of credit or other
credit
support arrangements provided by banks. Because these
obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established
secondary market for these obligations, although they are
redeemable at face value. Accordingly, where these obligations
are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the
ability of the borrower to pay principal and interest on demand.

Such obligations frequently are not rated by credit rating
agencies and, if not so rated, each of these Funds may invest in
them only if the Investment Adviser determines that at the time
of investment the obligations are of comparable quality to the
other obligations in which the Fund may invest. The Investment
Adviser, on behalf of the Fund will consider on an ongoing basis
the credit worthiness of the issuers of the floating and
variable
rate demand obligations held by the Fund. Neither of these
Funds
will invest more than 10% of the value of its net assets in
floating or variable rate demand obligations as to which it
cannot exercise the demand feature on not more than seven days'
notice if there is no secondary market available for these
obligations, and in other securities that are illiquid.

MUNICIPAL OBLIGATIONS - The Municipal Cash Management
Fund will invest in Municipal Obligations. Municipal
Obligations
generally include debt obligations issued to obtain funds for
various public purposes as well as certain industrial
development
bonds issued by or on behalf of public authorities. Municipal
Obligations are classified as general obligation bonds, revenue
bonds and notes. General obligation bonds are secured by the
issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable
from the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special
excise or other specific revenue source, but not from the
general
taxing power. Industrial development bonds, in most cases, are
revenue bonds and generally do not carry the pledge of the
credit
of the issuing municipality, but generally are guaranteed by the
corporate entity on whose behalf they are issued. Notes are
short-term instruments which are obligations of the issuing
municipalities or agencies and are sold in anticipation of a
bond
sale, collection of taxes or receipt of other revenues.
Municipal Obligations include municipal lease/purchase
agreements
which are similar to installment purchase contracts for property
or equipment issued by municipalities. Municipal Obligations
bear fixed, floating or variable rates of interest. Certain
Municipal Obligations are subject to redemption at a date
earlier
than their stated maturity pursuant to call options, which may
be separated from the related municipal obligation and purchased
and sold separately.

PARTICIPATION INTERESTS - The Municipal Cash
Management
Fund may purchase from financial institutions participation
interests in Municipal Obligations (such as industrial
development bonds and municipal lease/purchase agreements). A
participation interest gives the Fund an undivided interest in
the Municipal Obligation in the proportion that the Fund's
participation interest bears to the total principal amount of
the
Municipal Obligation. These instruments may have fixed,
floating
or variable rates of interest, with remaining maturities of
13 months or less. If the participation interest is unrated, or
has been given a rating below that which otherwise is
permissible
for purchase by the Fund, the participation interest will be
backed by an irrevocable letter of credit or guarantee of a bank
that the Board of Trustees has determined meets the prescribed
quality standards for banks set forth above, or the payment
obligation otherwise will be collateralized by U.S. Government
securities. For certain participation interests, the Fund will
have the right to demand payment, on not more than seven days'
notice, for all or any part of the Fund's participation interest
in the Municipal Obligation, plus accrued interest. As to these
instruments, the Fund intends to exercise its right to demand
payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions,
or to maintain or improve the quality of its investment
portfolio. The Municipal Cash Management Fund will not invest
more than 10% of the value of its net assets in participation
interests that do not have this demand feature, and in other
illiquid securities.

TENDER OPTION BONDS - The Municipal Cash Management
Fund may purchase tender option bonds. A tender option bond is
a
Municipal Obligation (generally held pursuant to a custodial
arrangement) having a relatively long maturity and bearing
interest at a fixed rate substantially higher than prevailing
short-term tax exempt rates, that has been coupled with the
agreement of a third party, such as a bank, broker-dealer or
other financial institution, pursuant to which such institution
grants the security holders the option, at periodic intervals,
to
tender their securities to the institution and receive the face
value thereof. As consideration for providing the option, the
financial institution receives periodic fees equal to the
difference between the Municipal Obligation's fixed coupon rate
and the rate, as determined by a remarketing or similar agent at
or near the commencement of such period, that would cause the
securities, coupled with the tender option, to trade at par on
the date of such determination. Thus, after payment of this
fee,
the security holder effectively holds a demand obligation that
bears interest at the prevailing short-term tax exempt rate. The
Investment Adviser, on behalf of the Fund, will consider on an
ongoing basis the creditworthiness of the issuer of the
underlying Municipal Obligation, of any custodian and of the
third party provider of the tender option. In certain instances
and for certain tender option bonds, the option may be
terminable
in the event of a default in payment of principal or interest on
the underlying Municipal Obligations and for other reasons. The
Municipal Cash Management Fund will not invest more than 10% of
the value of its net assets in securities that are illiquid,
which would include tender option bonds as to which it cannot
exercise the tender feature on not more than seven days' notice
if there is no secondary market available for these obligations.

STAND-BY COMMITMENTS - The Municipal Cash Management
Fund may acquire "stand-by commitments" with respect to
Municipal
Obligations held in its portfolio. Under a stand-by commitment,
the Fund obligates a broker, dealer or bank to repurchase, at
the
Fund's option, specified securities at a specified price and, in
this respect, stand-by commitments are comparable to put
options.
The exercise of a stand-by commitment therefore is subject to
the
ability of the seller to make payment on demand. The Municipal
Cash Management Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise
its rights thereunder for trading purposes. The Municipal Cash
Management Fund may pay for stand-by commitments if such action
is deemed necessary, thus increasing to a degree the cost of the
underlying Municipal Obligation and similarly decreasing such
security's yield to investors.

INVESTMENT PRACTICES

LENDING PORTFOLIO SECURITIES - From time to time, each
of the Cash Management Fund and U.S. Government Securities Cash
Management Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. Such loans
may not exceed 33-1/3% of the value of the relevant Fund's total
assets. In connection with such loans, each of these Funds will
receive collateral consisting of cash or U.S. Government
securities or, with respect to the Cash Management Fund only,
irrevocable letters of credit issued by financial institutions.
Such collateral will be maintained at all times in an amount
equal to at least 100% of the current market value of the loaned
securities. Each of these Funds can increase its income through
the investment of such collateral. Each of these Funds
continues
to be entitled to payments in amounts equal to the interest and
other distributions payable on the loaned security and receives
interest on the amount of the loan. Such loans will be
terminable at any time upon specified notice. A Fund might
experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement
with such Fund.

ILLIQUID SECURITIES - Each Fund may invest up to 10% of
the value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with its investment objective. Such securities may
include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual
restrictions on resale, participation interests that are not
subject to the demand feature described above, floating and
variable rate demand obligations as to which the Fund cannot
exercise the related demand feature described above on not more
than seven days' notice and as to which there is no secondary
market and repurchase agreements providing for settlement in
more
than seven days after notice. As to these securities, a Fund is
subject to a risk that should such Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of such Fund's net
assets could be adversely affected.

BORROWING MONEY - As a fundamental policy, each of the
Municipal Cash Management Fund and Treasury Prime Cash
Management
Fund is permitted to borrow money to the extent permitted under
the 1940 Act. However, each of these Funds currently intends to
borrow money from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of its
total assets (including the amount borrowed) valued at the
lesser
of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings
exceed 5% of a Fund's total assets, such Fund will not make any
additional investments.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
Cash Management Funds
INSTITUTIONAL And SERVICE SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)

OCTOBER 1, 1995

This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of Cash Management Fund, Municipal Cash
Management Fund, Treasury Prime Cash Management Fund and U.S.
Government Securities Cash Management Fund (each, a "Fund") of
Prairie Institutional Funds (the "Trust"), dated May 30, 1995,
as
it may be revised from time to time. To obtain a copy of the
Funds' Prospectus, please write to the Trust at 125 West 55th
Street, New York, New York 10019, or call toll free 1-800-370-
9446.

First Chicago Investment Management Company (the
"Investment Adviser" or "FCIMCO") serves as each Fund's
investment adviser and administrator.

Concord Financial Group, Inc. (the "Distributor") is
the distributor of the Funds' shares.

TABLE OF CONTENTS

Page

Investment Objective and Management Policies. . . . . . . B-2
Management of the Trust . . . . . . . . . . . . . . . . . B-13
Management Arrangements . . . . . . . . . . . . . . . . . B-15
Purchase of Fund Shares . . . . . . . . . . . . . . . . . B-19
Service Plan. . . . . . . . . . . . . . . . . . . . . . . B-19
Redemption of Fund Shares . . . . . . . . . . . . . . . . B-21
Determination of Net Asset Value. . . . . . . . . . . . . B-21
Portfolio Transactions. . . . . . . . . . . . . . . . . . B-23
Dividends, Distributions and Taxes. . . . . . . . . . . . B-23
Yield Information . . . . . . . . . . . . . . . . . . . . B-24
Information About the Trust . . . . . . . . . . . . . . . B-25
Counsel and Independent Auditors. . . . . . . . . . . . . B-28
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . B-29
Financial Statements. . . . . . . . . . . . . . . . . . . B-35
Reports of Independent Auditors . . . . . . . . . . . . . B-38,
B-50, B-61

<PAGE>

INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

The following information supplements and should be read
in conjunction with the sections in the Funds' Prospectus
entitled "Description of the Funds" and "Appendix."

Portfolio Securities and Investment Practices

Bank Obligations. (Cash Management Fund and, to a
limited extent, Municipal Cash Management Fund) Domestic
commercial banks organized under Federal law are supervised and
examined by the Comptroller of the Currency and are required to
be
members of the Federal Reserve System and to have their deposits
insured by the Federal Deposit Insurance Corporation (the
"FDIC").
Domestic banks organized under state law are supervised and
examined by state banking authorities but are members of the
Federal Reserve System only if they elect to join. In addition,
state banks whose certificates of deposit ("CDs") may be
purchased
by the Fund are insured by the FDIC (although such insurance may
not be of material benefit to the Fund, depending on the
principal
amount of the CDs of each bank held by the Fund) and are subject
to Federal examination and to a substantial body of Federal law
and regulation. As a result of Federal or state laws and
regulations, domestic branches of domestic banks whose CDs may
be purchased by the Fund generally are required, among other
things,
to maintain specified levels of reserves, are limited in the
amounts which they can loan to a single borrower and are subject
to other regulation designed to promote financial soundness.
However, not all of such laws and regulations apply to the
foreign branches of domestic banks.

Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, such as CDs and time deposits
("TDs"),
may be general obligations of the parent banks in addition to
the
issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are
subject to different risks than are those of domestic banks.
These risks include foreign economic and political developments,
foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign
exchange controls and foreign withholding and other taxes on
interest income. These foreign branches and subsidiaries are
not necessarily subject to the same or similar regulatory
requirements
that apply to domestic banks, such as mandatory reserve
requirements, loan limitations, and accounting, auditing and
financial recordkeeping requirements. In addition, less
information may be publicly available about a foreign branch of
a domestic bank or about a foreign bank than about a domestic
bank.

Obligations of United States branches of foreign banks
may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with
assets
in excess of $1 billion may be subject to reserve requirements
imposed by the Federal Reserve System or by the state in which
the
branch is located if the branch is licensed in that state.

In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from
time to
time by the appropriate regulatory authority; and (2) maintain
assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign
bank payable at or through all of its agencies or branches
within
the state. The deposits of Federal and State Branches generally
must be insured by the FDIC if such branches take deposits of
less than $100,000.

In view of the foregoing factors associated with the
purchase of CDs and TDs issued by foreign branches of domestic
banks, by foreign subsidiaries of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign
banks, the Investment Adviser carefully evaluates such
investments on a case-by-case basis.

These Funds may purchase CDs issued by banks, savings
and loan associations and similar thrift institutions with less
than $1 billion in assets, which are members of the FDIC,
provided
the Fund purchases any such CD in a principal amount of not more
than $100,000, which amount would be fully insured by the Bank
Insurance Fund or the Savings Association Insurance Fund
administered by the FDIC. Interest payments on such a CD are
not
insured by the FDIC. Neither of these Funds will own more than
one such CD per such issuer.

Foreign Securities. (Cash Management Fund) Foreign
securities markets generally are not as developed or efficient
as
those in the United States. Securities of some foreign issuers
are less liquid and more volatile than securities of comparable
U.S. issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at
times, volatility of price can be greater than in the United
States.

Furthermore, some of these securities are subject to
brokerage taxes levied by foreign governments, which have the
effect of increasing the cost of such investment and reducing
the
realized gain or increasing the realized loss on such securities
at the time of sale. Custodial expenses for a portfolio of non-
U.S. securities generally are higher than for a portfolio of
U.S.
securities. Income earned or received by the Cash Management
Fund from sources within foreign countries may be reduced by
withholding and other taxes.

Repurchase Agreements. (Cash Management Fund, Municipal
Cash Management Fund and U.S. Government Securities Cash
Management Fund) The Trust's custodian or subcustodian will
have
custody of, and will hold in a segregated account, securities
acquired by a Fund under a repurchase agreement. Repurchase
agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund that enters into
them.
In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, each of these Funds will enter into
repurchase agreements only with registered or unregistered
securities dealers or banks with total assets in excess of one
billion dollars, with respect to securities of the type in which
such Fund may invest, and will require that additional
securities
be deposited with it if the value of the securities purchased
should decrease below the resale price. The Investment Adviser
will monitor on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price.
Each of these Funds will consider on an ongoing basis the
creditworthiness of the institutions with which it enters into
repurchase agreements.

Municipal Obligations. (Municipal Cash Management Fund)
The term "Municipal Obligations" generally includes debt
obligations issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works.
Other
public purposes for which Municipal Obligations may be issued
include refunding outstanding obligations, obtaining funds for
general operating expenses and lending such funds to other
public
institutions and facilities. In addition, certain types of
industrial development bonds are issued by or on behalf of
public
authorities to obtain funds to provide for the construction,
equipment, repair or improvement of privately operated housing
facilities, sports facilities, convention or trade show
facilities, airport, mass transit, industrial, port or parking
facilities, air or water pollution control facilities and
certain
local facilities for water supply, gas, electricity, or sewage
or
solid waste disposal; the interest paid on such obligations may
be
exempt from Federal income tax, although current tax laws place
substantial limitations on the size of such issues. Such
obligations are considered to be Municipal Obligations if the
interest paid thereon qualifies as exempt from Federal income
tax in the opinion of bond counsel to the issuer. There are, of
course, variations in the security of Municipal Obligations,
both within a particular classification and between
classifications.

Floating and variable rate demand notes and bonds are
tax exempt obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand
payment
of principal at any time, or at specified intervals not
exceeding
13 months, in each case upon not more than 30 days' notice. The
issuer of such obligations ordinarily has a corresponding right,
after a given period, to prepay in its discretion the
outstanding
principal amount of the obligations plus accrued interest upon a
specified number of days' notice to the holders thereof. The
interest rate on a floating rate demand obligation is based on a
known lending rate, such as a bank's prime rate, and is adjusted
automatically each time such rate is adjusted. The interest
rate
on a variable rate demand obligation is adjusted automatically
at specified intervals.

For the purpose of diversification under the Investment
Company Act of 1940 (the "1940 Act"), the identification of the
issuer of Municipal Obligations depends on the terms and
conditions of the security. When the assets and revenues of an
agency, authority, instrumentality or other political
subdivision
are separate from those of the government creating the
subdivision
and the security is backed only by the assets and revenues of
the
subdivision, such subdivision would be deemed to be the sole
issuer. Similarly, in the case of an industrial development
bond,
if that bond is backed only by the assets and revenues of the
non-governmental user, then such non-governmental user would be
deemed
to be the sole issuer. If, however, in either case, the
creating
government or some other entity guarantees a security, such a
guaranty would be considered a separate security and will be
treated as an issue of such government or other entity.

The yields on Municipal Obligations are dependent on a
variety of factors, including general economic and monetary
conditions, money market factors, conditions in the Municipal
Obligations market, size of a particular offering, maturity of
the
obligation, and rating of the issue. The imposition of the
Fund's
management fee, as well as other operating expenses, will have
the effect of reducing the yield to investors.

Municipal lease obligations or installment purchase
contract obligations (collectively, "lease obligations") have
special risks not ordinarily associated with Municipal
Obligations. Although lease obligations do not constitute
general
obligations of the municipality for which the municipality's
taxing power is pledged, a lease obligation ordinarily is backed
by the municipality's covenant to budget for, appropriate and
make
the payments due under the lease obligation. However, certain
lease obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. Although "non-
appropriation" lease obligations are secured by the leased
property, disposition of the property in the event of
foreclosure
might prove difficult. The Municipal Cash Management Fund will
seek to minimize these risks by investing only in those lease
obligations that (1) are rated in one of the two highest
categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating
organization if the lease obligation was rated by only one such
organization); or (2) if unrated, are purchased principally from
the issuer or domestic banks or other responsible third parties,
in each case only if the seller shall have entered into an
agreement with the Municipal Cash Management Fund providing the
seller or other responsible third party will either remarket or
repurchase the lease obligations within a short period after
demand by the Fund. Not more than 10% of the value of the
Fund's
net assets will be invested in lease obligations that are
illiquid
and in other illiquid securities. See "Investment Restrictions"
below.

The Municipal Cash Management Fund will not purchase
tender option bonds unless (a) the demand feature applicable
thereto is exercisable by the Fund within 13 months of the date
of
such purchase upon no more than 30 days' notice and thereafter
is
exercisable by the Fund no less frequently than annually upon no
more than 30 days' notice and (b) at the time of such purchase,
the Investment Adviser reasonably expects (i) based upon its
assessment of current and historical interest rate trends, that
prevailing short-term tax exempt rates will not exceed the
stated
interest rate on the underlying Municipal Obligations at the
time
of the next tender option to terminate the tender option would
not
occur prior to the time of the next tender opportunity. At the
time of each tender opportunity, the Fund will exercise the
tender
option with respect to any tender option bonds unless the
Investment Adviser reasonably expects, (x) based upon its
assessment of current and historical interest rate trends, that
prevailing short-term tax exempt rates will not exceed the
stated
interest rate on the underlying Municipal Obligations at the
time
of the next tender fee adjustment, and (y) that the
circumstances
which might entitle the grantor of a tender option to terminate
the tender option would not occur prior to the time of the next
tender opportunity. The Municipal Cash Management Fund will
exercise the tender feature with respect to tender option bonds,
or otherwise dispose of its tender option bonds, prior to the
time
the tender option is scheduled to expire pursuant to the terms
of
the agreement under which the tender option is granted. The
Municipal Cash Management Fund otherwise will comply with the
provisions of Rule 2a-7 in connection with the purchase of
tender
option bonds, including, without limitation, the requisite
determination by the Board of Trustees that the tender option
bonds in question meet the quality standards described in Rule
2a-7, which, in the case of a tender option bond subject to a
conditional demand feature, would include a determination that
the
security has received both the required short-term and long-term
quality rating or is determined to be of comparable quality. In
the event of a default of the Municipal Obligation underlying a
tender option bond, or the termination of the tender option
agreement, the Municipal Cash Management Fund would look to the
maturity date of the underlying security for purposes of
compliance with Rule 2a-7 and, if its remaining maturity was
greater than 13 months, the Fund would sell the security as soon
as would be practicable. The Municipal Cash Management Fund
will
purchase tender option bonds only when it is satisfied that the
custodial and tender option arrangements, including the fee
payment arrangements, will not adversely affect the tax exempt
status of the underlying Municipal Obligations and that payment
of
any tender fees will not have the effect of creating taxable
income for the Fund. Based on the tender option bond agreement,
the Municipal Cash Management Fund expects to be able to value
the
tender option bond at par; however, the value of the instrument
will be monitored to assure that it is valued at fair value.

If, subsequent to its purchase by the Municipal Cash
Management Fund, (a) an issue of rated Municipal Obligations
ceases to be rated in the highest rating category by at least
two
ratings organizations (or one rating organization if the
instrument was rated by only one such organization), or the
Trust's Board determines that it is no longer of comparable
quality; or (b) the Investment Adviser becomes aware that any
portfolio security not so highly rated or any unrated security
has
been given a rating by any rating organization below the rating
organization's second highest rating category, the Trust's Board
will reassess promptly whether such security presents minimal
credit risk and will cause the Trust to take such action as it
determines is in the best interest of the Fund and its
shareholders, provided that the reassessment required by clause
(b) is not required if the portfolio security is disposed of or
matures within five business days of the Manager becoming aware
of
the new rating and the Trust's Board is subsequently notified of
the Investment Adviser's actions.

To the extent that the ratings given by Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's
Corporation
("S&P") or Fitch Investors Service Inc. ("Fitch") for Municipal
Obligations may change as a result of changes in such
organizations or their rating systems, the Municipal Cash
Management Fund will attempt to use comparable ratings as
standards for its investments in accordance with the investment
policies contained in the Prospectus and this Statement of
Additional Information. The ratings of Moody's, S&P and Fitch
represent their opinions as to the quality of the Municipal
Obligations which they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective
and
are not absolute standards of quality. Although these ratings
may
be an initial criterion for selection of portfolio investments,
the Investment Adviser will also evaluate these securities and
the creditworthiness of the issuers of such securities.

Illiquid Securities. If a substantial market of
qualified institutional buyers develops pursuant to Rule 144A
under the Securities Act of 1933, as amended, for certain
restricted securities held by a Fund, the Trust intends to treat
such securities as liquid securities in accordance with
procedures
approved by the Trust's Board of Trustees. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Trust's Board
of Trustees has directed the Investment Adviser to monitor
carefully each Fund's investments in such securities with
particular regard to trading activity, availability of reliable
price information and other relevant information. To the extent
that, for a period of time, qualified institutional buyers cease
purchasing restricted securities pursuant to Rule 144A, a Fund's
investing in such securities may have the effect of increasing
the
level of illiquidity in its investment portfolio during such
period.

Lending Portfolio Securities. (Cash Management Fund and
U.S. Government Securities Cash Management Fund) To a limited
extent, each of these Funds may lend its portfolio securities to
brokers, dealers and other financial institutions, provided it
receives cash collateral which at all times is maintained in an
amount equal to at least 100% of the current market value of the
securities loaned. By lending its portfolio securities, the
Fund
can increase its income through the investment of the cash
collateral. For purposes of this policy, the Trust considers
collateral consisting of U.S. Government securities or, in the
case of the Cash Management Fund only, irrevocable letters of
credit issued by banks whose securities meet the standards for
investment by the Fund to be the equivalent of cash. Such loans
may not exceed 33-1/3% of the Fund's total assets. From time to
time, the Fund may return to the borrower or a third party which
is unaffiliated with the Fund, and which is acting as a "placing
broker," a part of the interest earned from the investment of
collateral received for securities loaned.

The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Fund must receive at
least 100% cash collateral from the borrower; (2) the borrower
must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the
Fund
must be able to terminate the loan at any time; (4) the Fund
must
receive reasonable interest on the loan, as well as any interest
or other distributions payable on the loaned securities, and any
increase in market value; and (5) the Fund may pay only
reasonable
custodian fees in connection with the loan. These conditions
may be subject to future modification.

Investment Restrictions

Cash Management and U.S. Government Securities Cash
Management Funds only. Each of the Cash Management Fund and
U.S.
Government Securities Cash Management Fund has adopted
investment
restrictions numbered 1 through 9 below as fundamental policies.

In addition, the Cash Management Fund has adopted investment
restrictions numbered 12 and 13 and the U.S. Government
Securities
Cash Management Fund has adopted investment restriction number
14 as additional fundamental policies. These restrictions
cannot be
changed, as to a Fund, without approval by the holders of a
majority (as defined in the 1940 Act) of such Fund's outstanding
voting shares. Investment restrictions numbered 10 and 11 below
are not fundamental policies and may be changed by vote of a
majority of the Trust's Trustees at any time. Neither of these
Funds may:

1. Borrow money, except from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of
the
value of the Fund's total assets (including the amount borrowed)
based on the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is
made.
While borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any additional investments.

2. Pledge, hypothecate, mortgage or otherwise encumber
its assets, except to secure borrowings for temporary or
emergency purposes.

3. Sell securities short or purchase securities on
margin.

4. Write or purchase put or call options or
combinations thereof.

5. Act as an underwriter of securities of other
issuers, except to the extent the Fund may be deemed an
underwriter under the Securities Act of 1933, as amended, by
virtue of disposing of portfolio securities.

6. Purchase or sell real estate, real estate
investment trust securities, commodities or commodity contracts,
or oil and gas interests.

7. Make loans to others, except through the purchase
of debt obligations referred to in the Fund's Prospectus, except
that the Fund may lend its portfolio securities in an amount not
to exceed 33-1/3% of the value of its total assets. Any loans
of
portfolio securities will be made according to guidelines
established by the Securities and Exchange Commission and the
Trust's Trustees.

8. Invest in companies for the purpose of exercising
control.

9. Invest in securities of other investment
companies, except as they may be acquired as part of a merger,
consolidation or acquisition of assets.

10. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
10%
of the value of the Fund's net assets would be so invested.

11. Invest in oil, gas and other mineral leases, or
real estate limited partnerships.

The following investment restrictions numbered 12 and 13
apply only to the Cash Management Fund. The Cash Management
Fund may not:

12. Invest more than 5% of its assets in the
obligations of any one issuer, except that up to 25% of the
value
of the Cash Management Fund's total assets may be invested
(subject to Rule 2a-7 under the 1940 Act) without regard to any
such limitations.

13. Invest less than 25% of its total assets in
securities issued by banks or invest more than 25% of its assets
in the securities of issuers in any other industry, provided
that
there shall be no limitation on the purchase of obligations
issued
or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary
defensive purposes, the Cash Management Fund may invest less
than 25% of its total assets in bank obligations.

The following investment restriction number 14 applies
only to the U.S. Government Securities Cash Management Fund.
The U.S. Government Securities Cash Management Fund may not:

14. Invest more than 25% of its total assets in the
securities of issuers in any single industry, provided that
there
shall be no such limitation on investments in obligations issued
or guaranteed by the U.S. Government, its agencies or
instrumentalities.

Municipal Cash Management and Treasury Prime Cash
Management Funds only. Each of the Municipal Cash Management
Fund
and Treasury Prime Cash Management Fund has adopted investment
restrictions numbered 1 through 7 below as fundamental policies.

In addition, the Municipal Cash Management Fund has adopted
investment restriction number 13 and the Treasury Prime Cash
Management Fund has adopted investment restriction number 14 as
additional fundamental policies. These restrictions cannot be
changed, as to a Fund, without approval by the holders of a
majority (as defined in the 1940 Act) of such Fund's outstanding
voting shares. Investment restrictions numbered 8 through 12
are not fundamental policies and may be changed by vote of a
majority of the Trust's Trustees at any time. Neither of these
Funds may:

1. Invest in commodities, except that each of these
Funds may purchase and sell options, forward contracts, futures
contracts, including those relating to indexes, and options on
futures contracts or indexes.

2. Purchase, hold or deal in real estate, or oil, gas
or other mineral leases or exploration or development programs,
but each of these Funds may purchase and sell securities that
are secured by real estate or issued by companies that invest or
deal in real estate.

3. Borrow money, except to the extent permitted under
the 1940 Act. For purposes of this investment restriction, a
Fund's entry into options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes shall not constitute borrowing.

4. Make loans to others, except through the purchase
of debt obligations and the entry into repurchase agreements.

5. Act as an underwriter of securities of other
issuers, except to the extent a Fund may be deemed an
underwriter
under the Securities Act of 1933, as amended, by virtue of
disposing of portfolio securities, and except that the Municipal
Cash Management Fund may bid separately or as part of a group
for
the purchase of Municipal Obligations directly from an issuer
for its own portfolio to take advantage of the lower purchase
price available.

6. Issue any senior security (as such term is defined
in Section 18(f) of the 1940 Act), except to the extent the
activities permitted under Investment Restriction Nos. 1, 3, 9
and
10 may be deemed to give rise to senior securities.

7. Purchase securities on margin, but each of these
Funds may make margin deposits in connection with transactions
in
options, forward contracts, futures contracts, including those
relating to indexes, and options on futures contracts or
indexes.

8. Invest in the securities of a company for the
purpose of exercising management or control, but each of these
Funds will vote the securities it owns in its portfolio as a
shareholder in accordance with its views.

9. Pledge, mortgage or hypothecate its assets, except
to the extent necessary to secure permitted borrowings and to
the
extent related to the deposit of assets in escrow in connection
with writing covered put and call options and the purchase of
securities on a when-issued or forward commitment basis and
collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.

10. Purchase, sell or write puts, calls or combinations
thereof, except as described in the Prospectus and this
Statement of Additional Information.

11. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
10%
of the value of the Fund's net assets would be so invested.

12. Invest in securities of other investment
companies, except to the extent permitted under the Act.

The following investment restriction number 13 applies
only to the Municipal Cash Management Fund. The Municipal Cash
Management Fund may not:

13. Invest more than 25% of its total assets in the
securities of issuers in any single industry, provided that
there
shall be no such limitation on the purchase of Municipal
Obligations and, for temporary defensive purposes, obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

The following investment restriction number 14 applies
only to the Treasury Prime Cash Management Fund. The Treasury
Prime Cash Management Fund may not:

For purposes of the Municipal Cash Management Fund's
Investment Restriction No. 13, industrial development bonds,
where
the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are
grouped together as an "industry."

If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting
from a change in values or assets will not constitute a
violation of such restriction.

The Trust may make commitments more restrictive than the
restrictions listed above so as to permit the sale of a Fund's
shares in certain states. Should the Trust determine that a
commitment is no longer in the best interests of a Fund and its
shareholders, the Trust reserves the right to revoke the
commitment by terminating the sale of such Fund's shares in the
state involved.

MANAGEMENT OF THE TRUST

Trustees and officers of the Trust, together with
information as to their principal business occupations during at
least the last five years, are shown below.

Trustees of the Trust

JOHN P. GOULD, Trustee. Distinguished Service Professor of
Economics of the University of Chicago Graduate School
of Business. From 1983 to 1993, Dean of the
University of Chicago Graduate School of Business. Dean Gould
also serves as Director of Harpor Capital Advisors. Mr.
Gould is also a Board member of three other funds in the
Prairie Family of Funds. He is 55 years old and his
address is 1101 East 58th Street, Chicago, Illinois
60637.

MARILYN McCOY, Trustee. Vice President of Administration and
Planning of Northwestern University. From 1981 to
1985, she was the Director of Planning and Policy Development
for the University of Colorado. She also serves on
the Board of Directors of Evanston Hospital, the Chicago
Metropolitan YMCA, the Chicago Network and United
Charities. Mrs. McCoy is a member of the Chicago
Economics Club. Mrs. McCoy is also a Board member of
three other funds in the Prairie Family of Funds. She
is 46 years old and her address is 1100 North Lake
Shore Drive, Chicago, Illinois 60611.

RAYMOND D. ODDI, Trustee. Private consultant. A Director of
Caremark International, Inc. and Medisense, Inc.,
companies in the health care industry, and Baxter
Credit Union. From 1978 to 1986, Senior Vice President of
Baxter International, Inc., a company engaged in the
production of medical care products. He also is a
member of the Illinois Society of Certified Public
Accountants. Mr. Oddi is also a Board member of three
other funds in the Prairie Family of Funds. He is 66
years old and his address is 1181 Loch Lane, Lake
Forest, Illinois 60045.

For so long as the plan described in the section
captioned "Service Plan" remains in effect, the Trustees of the
Trust who are not "interested persons" of the Trust, as defined
in
the 1940 Act, will be selected and nominated by the Trustees who
are not "interested persons" of the Trust.

Officers of the Trust

MARK A. DILLON, President. An employee of BISYS Fund Services,
which is an affiliate of Concord Holding Corporation,
the Trust's sub-administrator (the
"Sub-Administrator"). He is 33 years old and his address is 3435
Stelzer Road, Columbus, Ohio 43219.

ANN E. BERGIN, Vice President. Senior Vice President of the
Sub-Administrator and an officer of other investment
companies administered by the Sub-Administrator. She is
35 years old and her address is 125 West 55th Street,
New York, New York 10019.

D'RAY BREWER, Vice President. An employee of BISYS Fund
Services, and an officer of other investment companies
administered by the Sub-Administrator. She is 36
years old and her address is 3435 Stelzer Road, Columbus, Ohio
43219.

MARTIN R. DEAN, Treasurer. An employee of BISYS Fund Services,
since May 1994, and an officer of other investment
companies administered by the Sub-Administrator.
Prior thereto, he was a Senior Manager at KPMG Peat Marwick.
He is 31 years old and his address is 3435 Stelzer
Road, Columbus, Ohio 43219.

GEORGE O. MARTINEZ, Secretary. Senior Vice President and
Director of Legal and Compliance Services with BISYS Fund
Services, since April 1995, and an officer of other
investment companies administered by the Sub-
Administrator. Prior thereto, he was Vice President
and Associate General Counsel with Alliance Capital
Management L.P. He is 36 years old and his address is
3435 Stelzer Road, Columbus, Ohio 43219.

ROBERT L. TUCH, Assistant Secretary. An employee of BISYS Fund
Services, since June 1991, and an officer of other
investment companies administered by the Sub-
Administrator. From July 1990 to June 1991, he was
Vice President and Associate General Counsel with National
Securities Research Corp. Prior thereto, he was an
Attorney with the Securities and Exchange Commission.
He is 44 years old and his address is 3435 Stelzer
Road, Columbus, Ohio 43219.

The Trust pays its Trustees its allocable share of the
aggregate of a fixed fee of $25,000 per annum and a per meeting
fee of $1,000 for all funds in the Prairie Family of Funds. The
estimated aggregate amount of compensation payable to each
Trustee
by the Trust and all other funds in the Prairie Family of Funds
for which such person is a Board member for the fiscal year
ending December 31, 1995 are as follows:

<TABLE>
<CAPTION>
(3) (5)
Pension Total
Retirement (4) Compensation
(2) Benefits Estimated From Fund and
(1) Aggregate Accrued as Part Annual Fund Complex
Name of Board Compensation of Fund's Benefits Upon Paid to Board
Member from Fund* Expenses Retirement Member

<S> <C> <C> <C> <C>
John P. Gould $5,295 None None $30,000
Marilyn McCoy $5,295 None None $30,000
Raymond D. Oddi $5,295 None None $30,000

______________________
* Amount does not include reimbursed expenses for attending Board meeting, which are estimated to be
approximately $350 for all Trustees as a group.

</TABLE>

Board members and officers of the Trust, as a group,
owned less than 1% of any Fund's shares outstanding on September
15, 1995.

MANAGEMENT ARRANGEMENTS

The following information supplements and should be
read in conjunction with the section in the Funds' Prospectus
entitled "Management of the Trust."

Investment Advisory Agreement. FCIMCO provides
investment advisory services pursuant to the Investment Advisory
Agreement (the "Agreement") dated as of January 1, 1995, with
the Trust. As to each Fund, the Agreement is subject to annual
approval by (i) the Trust's Board of Trustees or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting
securities of such Fund, provided that in either event the
continuance also is approved by a majority of the Trustees who
are not "interested persons" (as defined in the 1940 Act) of the
Trust or FCIMCO, by vote cast in person at a meeting called for
the purpose of voting on such approval. As to each Fund, the
Agreement is terminable without penalty, on 60 days' notice, by
the Trust's Board of Trustees or by vote of the holders of a
majority of such Fund's shares, or, on not less than 90 days'
notice, by FCIMCO. The Agreement will terminate automatically,
as to the relevant Fund, in the event of its assignment (as
defined in the 1940 Act).

FCIMCO is responsible for investment decisions for
each Fund in accordance with the stated policies of such Fund,
subject to the approval of the Trust's Board of Trustees. All
purchases and sales are reported for the Trustees' review at the
meeting subsequent to such transactions.

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 Deborah L. Edwards, Marco Hanig, David R. Kling and
Stephen P. Manus, Managing Directors.

As compensation for FCIMCO's investment advisory
services to the Trust, the Trust has agreed to pay FCIMCO a
monthly advisory fee at the annual rate of .20 of 1% of the
value of each Fund's average daily net assets.

Cash Management Fund and U.S. Government Securities
Cash Management Fund only. Prior to January 17, 1995, The First
National Bank of Chicago ("FNBC") provided management services
to First Prairie Cash Management and First Prairie U.S. Treasury
Securities Cash Management (the predecessor funds to the Cash
Management Fund and U.S. Government Securities Cash Management
Fund, respectively) pursuant to separate management agreements
with each such fund and engaged The Dreyfus Corporation
("Dreyfus") to provide administrative services to the funds. As
compensation for FNBC's services, First Prairie Cash Management
and First Prairie U.S. Treasury Securities Cash Management each
agreed to pay FNBC a monthly management fee at the annual rate
of .35 of 1% 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 30, 1992 (commencement of
operations of First Prairie Cash Management) through June 30,
1993, no management fee was paid by First Prairie Cash
Management pursuant to an undertaking by FNBC. For the fiscal
year ended June 30, 1994, the management fee payable by First
Prairie Cash Management amounted to $892,114, which amount was
reduced by $304,836 pursuant to an undertaking by FNBC,
resulting in a net management fee paid by First Prairie Cash
Management of $587,278. For the fiscal year ended June 30,
1995, the aggregate management/advisory fee payable by the Cash
Management Fund and its predecessor amounted to $793,104, which
amount was reduced by $267,419 pursuant to undertakings by FNBC
and FCIMCO, resulting in an aggregate net management/advisory
fee paid by the Cash Management Fund and its predecessor of
$525,685.

For the period June 2, 1992 (commencement of
operations of First Prairie U.S. Treasury Securities Cash
Management) through May 31, 1993, no management fee was paid by
First Prairie U.S. Treasury Securities Cash Management pursuant
to an undertaking by FNBC. For the fiscal year ended May 31,
1994, the management fee payable by First Prairie U.S. Treasury
Cash Management amounted to $1,478,021, which amount was reduced
by $477,943 pursuant to an undertaking by FNBC, resulting in a
net management fee paid by First Prairie U.S. Treasury Cash
Management of $1,000,078. For the fiscal year ended May 31,
1995, the aggregate management/advisory fee payable by the U.S.
Government Securities Cash Management Fund and its predecessor
amounted to $1,388,345, which amount was reduced by $312,740
pursuant to undertakings by FNBC and FCIMCO, resulting in an
aggregate net management/advisory fee paid by the U.S.
Government Securities Cash Management Fund and its predecessor
of $1,075,605.

Administration and Sub-Administration Agreements.
Pursuant to an Administration Agreement dated as of January 1,
1995 with the Trust, FCIMCO assists in all aspects of the
Trust's operations, other than providing investment advice,
subject to the overall authority of the Trust's Board in
accordance with Massachusetts law. As compensation for FCIMCO's
administrative services to the Trust, the Trust has agreed to
pay FCIMCO a monthly administrative fee at the annual rate of
.15 of 1% of the value of each Fund's average daily net assets.
FCIMCO has engaged the Sub-Administrator to assist it in
providing certain administrative services to the Trust.
Pursuant to its agreement with FCIMCO (the "Sub-Administration
Agreement"), the Sub-Administrator assists FCIMCO in furnishing
the Trust clerical help, data processing, bookkeeping, internal
auditing and legal services and certain other services required
by the Trust, preparing reports to the Funds' shareholders, tax
returns, reports to and filings with the Securities and Exchange
Commission and state Blue Sky authorities, calculating the net
asset value of each Fund's shares and generally in providing for
all aspects of the Trust's operation, other than providing
investment advice. The fees payable to the Sub-Administrator
for its services are paid by FCIMCO.

The Trust has agreed that neither FCIMCO nor the Sub-
Administrator will be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in
connection with the matters to which each agreement with FCIMCO
or the Sub-Administration Agreement relates, except for a loss
resulting from wilful misfeasance, bad faith or gross negligence
on the part of FCIMCO in the performance of its obligations or
from reckless disregard by it of its obligations and duties
under the Agreement or Administration Agreement or on the part
of the Sub-Administrator in the performance of its obligations
or from reckless disregard by it of its obligations and duties
under the Sub-Administration Agreement. The Sub-Administration
Agreement contains a similar provision whereby FCIMCO has agreed
to limit the Sub-Administrator's liability.

Cash Management Fund and U.S. Government Securities
Cash Management Fund only. For the period January 17, 1995
(effective date of Administration Agreement) through June 30,
1995, the Cash Management Fund paid FCIMCO an administrative fee
of $212,319. For the period January 17, 1995 through May 31,
1995, the U.S. Government Cash Management Fund paid FCIMCO an
administrative fee of $280,584.

Expenses and Expense Information. All expenses
incurred in the operation of the Trust are borne by the Trust,
except to the extent specifically assumed by FCIMCO. The
expenses borne by the Trust include: organizational costs,
taxes, interest, brokerage fees and commissions, if any, fees of
Trustees who are not officers, directors, employees or holders
of 5% or more of the outstanding voting securities of FCIMCO,
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 Trust'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. In
addition, the Service Class of each Fund is subject to an annual
distribution and service fee. See "Service Plan." Expenses
attributable to a particular Fund or Class are charged against
the assets of that Fund or Class, respectively; other expenses
of the Trust are allocated among the Funds on the basis
determined by the Board of Trustees, including, but not limited
to, proportionately in relation to the net assets of each Fund.

FCIMCO has undertaken, as to each Fund, until such
time as it gives investors at least 90 days' notice to the
contrary, that if, in any fiscal year the aggregate expenses of
the 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 investment advisory and administration fees, exceed .35% and
.60% of the value of the average net assets of the Institutional
Class and the Service Class, respectively, for the fiscal year,
the Trust may deduct from the payment to be made to FCIMCO under
the Agreement or Administration Agreement, or FCIMCO will bear,
such excess expense.

In addition, the 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 investment advisory
fee, exceed the expense limitation of any state having
jurisdiction over the Fund, the Trust may deduct from the
payment to be made to FCIMCO under the 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.

The aggregate of the fees payable to FCIMCO is not
subject to reduction as the value of the Fund's net assets
increases.

PURCHASE OF FUND SHARES

The following information supplements and should be
read in conjunction with the section in the Funds' Prospectus
entitled "How to Buy Fund Shares."

The Distributor. The Distributor serves as the
Trust's distributor pursuant to an agreement which is renewable
annually.

Using Federal Funds. Primary Fund Services Corp., the
Trust's transfer and dividend disbursing agent (the "Transfer
Agent"), or the Trust may attempt to notify the investor upon
receipt of checks drawn on banks that are not members of the
Federal Reserve System as to the possible delay in conversion
into Federal Funds and may attempt to arrange for a better means
of transmitting the money. If the investor is a customer of a
securities dealer, bank or other financial institution and his
order to purchase Fund shares is paid for other than in Federal
Funds, the securities dealer, bank or other financial
institution, acting on behalf of its customer, generally will
complete the conversion into, or itself advance, Federal Funds
on the business day following receipt of the customer order.
The order is effective only when so converted and received by
the Transfer Agent. An order for the purchase of Fund shares
placed by an investor with a sufficient Federal Funds or cash
balance in his brokerage account with a securities dealer, bank
or other financial institution will become effective on the day
that the order, including Federal Funds, is received by the
Transfer Agent. In some states, banks or other institutions
effecting transactions in Fund shares may be required to
register as dealers pursuant to state law.

SERVICE PLAN
(Service Shares Only)

The following information supplements and should be
read in conjunction with the section in the Funds' Prospectus
entitled "Service Plan."

Rule 12b-1 (the "Rule") adopted by the Securities and
exchange Commission under the 1940 Act provides, among other
things, that an investment company may bear expenses of
distributing its shares only pursuant to a plan adopted in
accordance with the Rule. The Trust's Board of Trustees has
adopted such a plan (the "Service Plan") with respect to each
Fund's Service Shares, pursuant to which each Fund pays the
Distributor for advertising, marketing and distributing such
Fund's Service Shares and for the provision of certain services
to the holders of Service Shares. Under the Service Plan, the
Distributor may make payments to certain financial institutions,
securities dealers and other financial industry professionals
(collectively, "Service Agents") in respect to these services.
The Trust's Board of Trustees believes that there is a
reasonable likelihood that the Service Plan will benefit each
Fund and the holders of Service Shares.

A quarterly report of the amounts expended under the
Service Plan, and the purposes for which such expenditures were
incurred, must be made to the Trustees for their review. In
addition, the Service Plan provides that it may not be amended
to increase materially the costs which holders of Service Shares
may bear pursuant to the Service Plan without the approval of
the holders of Service Shares and that other material amendments
of the Service Plan must be approved by the Board of Trustees
and by the Trustees who are not "interested persons" (as defined
in the 1940 Act) of the Trust and have no direct or indirect
financial interest in the operation of the Service Plan or in
any agreements entered into in connection with the Service Plan,
by vote cast in person at a meeting called for the purpose of
considering such amendments. The Service Plan is subject to
annual approval by such vote of the Trustees cast in person at a
meeting called for the purpose of voting on the Service Plan.
The Service Plan was so approved by the Trustees at a meeting
held on October 28, 1994. As to each Fund, the Service Plan may
be terminated at any time by vote of a majority of the Trustees
who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Service Plan or in
any agreements entered into in connection with the Service Plan
or by vote of the holders of a majority of such Fund's Service
Shares.

Cash Management Fund and U.S. Government Securities
Cash Management Fund only. For the period January 17, 1995
(effective date of Service Plan) through June 30, 1995, the Cash
Management Fund paid fees under the Service Plan in the amount
of $4,441, all of which was paid to FCIMCO and its affiliates.
For the period January 17, 1995 through May 31, 1995, the U.S.
Government Securities Cash Management Fund paid fees under the
Service Plan in the amount of $4,987, of which $4,934 was paid
to FNBC and $53 was retained by the Distributor.

REDEMPTION OF FUND SHARES

The following information supplements and should be
read in conjunction with the section in the Funds' Prospectus
entitled "How to Redeem Fund Shares."

Redemption Commitment. The Trust has committed itself
to pay in cash all redemption requests by any shareholder of
record of a Fund, limited in amount during any 90-day period to
the lesser of $250,000 or 1% of the value of such Fund's net
assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and
Exchange Commission. In the case of requests for redemption in
excess of such amount, the Board of Trustees reserves the right
to make payments in whole or in part in securities or other
assets in case of an emergency or any time a cash distribution
would impair the liquidity of the Fund to the detriment of the
existing shareholders. In such event, the securities would be
valued in the same manner as the Fund's securities are valued.
If the recipient sold such securities, brokerage charges would
be incurred.

Suspension of Redemptions. The right of redemption
may be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than
customary weekend and holiday closing), (b) when trading in the
markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's
shareholders.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should be
read in conjunction with the section in the Funds' Prospectus
entitled "How to Buy Fund Shares."

Amortized Cost Pricing. The valuation of each Fund's
portfolio securities is based upon their amortized cost which
does not take into account unrealized capital gains or losses.
This involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method pro-
vides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.

The Board of Trustees has established procedures, as a
particular responsibility within the overall duty of care owed
to each Fund's investors, reasonably designed to stabilize the
Fund's price per share as computed for purposes of purchases and
redemptions at $1.00. Such procedures include review of each
Fund's portfolio holdings by the Board of Trustees, at such
intervals as it deems appropriate, to determine whether the
Fund's net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share
based on amortized cost. In such review of the portfolio of the
Cash Management Fund, Treasury Prime Cash Management Fund and
U.S. Government Securities Cash Management Fund, investments for
which market quotations are readily available will be valued at
the most recent bid price or yield equivalent for such
securities or for securities of comparable maturity, quality and
type, as obtained from one or more of the major market makers
for the securities to be valued. Other investments and assets
of these Funds will be valued at fair value as determined in
good faith by the Board of Trustees. Market quotations and
market equivalents used in such review of the Municipal Cash
Management Fund are obtained from an independent pricing service
(the "Service") approved by the Board of Trustees. The Service
will value the Municipal Cash Management Fund's investments
based on methods which include consideration of: yields or
prices of municipal obligations of comparable quality, coupon,
maturity and type; indications of values from dealers; and
general market conditions. The Service also may employ
electronic data processing techniques and/or a matrix system to
determine valuations.

The extent of any deviation between a Fund's net asset
value based upon available market quotations or market equiva-
lents and $1.00 per share based on amortized cost will be ex-
amined by the Board of Trustees. If such deviation exceeds 1/2
of 1%, the Board of Trustees will consider what actions, if any,
will be initiated. In the event the Board of Trustees
determines that a deviation exists which may result in material
dilution or other unfair results to investors or existing
shareholders, it has agreed to take such corrective action as it
regards as necessary and appropriate, including: selling
portfolio instruments prior to maturity to realize capital gains
or losses or to shorten average portfolio maturity; withholding
dividends or paying distributions from capital or capital gains;
redeeming shares in kind; or establishing a net asset value per
share by using available market quotations or market
equivalents.

New York Stock Exchange Closings. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

PORTFOLIO TRANSACTIONS

Newly-issued portfolio securities of the Municipal
Cash Management Fund and portfolio securities of each other Fund
ordinarily are purchased directly from the issuer or from an
underwriter or a market maker for the securities. Other
purchases and sales for the Municipal Cash Management Fund
usually are placed with those dealers from which it appears that
the best price or execution will be obtained. Ordinarily, no
brokerage commissions are paid by the Fund for such purchases.
Purchases from underwriters of portfolio securities may include
a concession paid by the issuer to the underwriter and the
purchase price paid to, and sales price received from, market
makers for the securities may reflect the spread between the bid
and asked price. No brokerage commissions have been paid by any
Fund to date.

Transactions are allocated to various dealers by the
Trust's investment personnel in their best judgment. The
primary consideration is prompt and effective execution of
orders at the most favorable price. Subject to that primary
consideration, dealers may be selected for research, statistical
or other services to enable FCIMCO to supplement its own
research and analysis with the views and information of other
securities firms and may be selected based upon their sales of
Fund shares.

Research services furnished by brokers through which
the Fund effects securities transactions may be used by FCIMCO
in advising other funds or accounts it advises and, conversely,
research services furnished to FCIMCO by brokers in connection
with other funds or accounts FCIMCO advises may be used by
FCIMCO in advising the Fund. Although it is not possible to
place a dollar value on these services, it is the opinion of
FCIMCO that the receipt and study of such services should not
reduce FCIMCO's overall research expenses.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The following information supplements and should be
read in conjunction with the section in Funds' Prospectus
entitled "Dividends, Distributions and Taxes."

Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss. However,
all or a portion of the gain realized from the disposition of
certain market discount bonds will be treated as ordinary income
under Section 1276 of the Internal Revenue Code of 1986, as
amended.

YIELD INFORMATION

The following information supplements and should be
read in conjunction with the section in the Funds' Prospectus
entitled "Yield Information."

Yield is computed in accordance with a standardized
method which involves determining the net change in the value of
a hypothetical pre-existing Fund account having a balance of one
share at the beginning of a seven calendar day period for which
yield is to be quoted, dividing the net change by the value of
the account at the beginning of the period to obtain the base
period return, and annualizing the results (i.e., multiplying
the base period return by 365/7). The net change in the value
of the account reflects the value of additional shares purchased
with dividends declared on the original share and any such
additional shares and fees that may be charged to the
shareholder's account, in proportion to the length of the base
period and the Fund's average account size, but does not include
realized gains and losses or unrealized appreciation and
depreciation. Effective yield is computed by adding 1 to the
base period return (calculated as described above), raising that
sum to a power equal to 365 divided by 7, and subtracting 1 from
the result.

For the seven-day period ended June 30, 1995, the
yield and effective yield of each Fund, except the Municipal
Cash Management Fund which had not commenced operations as of
date of this Statement of Additional Information, were as
follows:

<TABLE>
<CAPTION>
Name of Fund and Class Yield Effective Yield
<S> <C> <C>
Cash Management Fund 5.90%/5.78%*
Institutional Shares 5.74%/5.66%*
Service Shares 5.62%/5.50%*
5.48%/5.36%*
Treasury Prime Cash 5.14%/3.70%* 5.26%/3.77%*
Management Fund 4.89%/3.46%* 5.00%/3.52%*
Institutional Shares
Service Shares
U.S. Government Securities
Cash Management Fund
Institutional Shares 5.80%/5.73%*
Service Shares 5.65%/5.58%* 5.54%/5.47%*
________________________
* Absent fee waivers.
</TABLE>

Tax equivalent yield for the Municipal Cash Management
Fund is computed by dividing that portion of the yield or
effective yield (calculated as described above) which is tax
exempt by 1 minus a stated tax rate and adding the quotient to
that portion, if any, of the yield of the Fund that is not tax
exempt. The tax equivalent figure, however, does not include
the potential effect of any state or local (including, but not
limited to, county, district or city) taxes, including
applicable surcharges. In addition, there may be pending
legislation which could affect such stated tax rates or yields.
Each investor should consult its tax adviser, and consider its
own factual circumstances and applicable tax laws, in order to
ascertain the relevant tax equivalent yield.

Yields will fluctuate and are not necessarily
representative of future results. Each investor should remember
that yield is a function of the type and quality of the
instruments in the portfolio, portfolio maturity and operating
expenses. An investor's principal in the Fund is not
guaranteed. See "Determination of Net Asset Value" for a
discussion of the manner in which the Fund's price per share is
determined.

The Cash Management Fund, Treasury Prime Cash
Management Fund and U.S. Government Securities Cash Management
Fund are rated AAAm or AAAmG, as the case may be, by S&P and Aaa
by Moody's.

From time to time, advertising materials for the Funds
may refer to FNBC's or any of its affiliate's full line of
investment products for the corporate cash market, including
sweep services, on-line money market mutual fund purchases,
customized portfolio management, and OASIS, a same-day sweep
product that sweeps funds to an overnight Eurodollar time
deposit.

INFORMATION ABOUT THE TRUST

The following information supplements and should be
read in conjunction with the section in the Funds' Prospectus
entitled "General Information."

Each Fund share has one vote and, when issued and paid
for in accordance with the terms of the offering, is fully paid
and non-assessable. Fund shares have no preemptive,
subscription or conversion rights and are freely transferable.

The Trust will send annual and semi-annual financial
statements to all its shareholders.

As of September 15, 1995, the following shareholders
owned, directly or indirectly, 5% or more of the indicated
Fund's outstanding shares:

Name and Address Percent of Cash
Management Fund
Institutional
Shares Outstanding

Eagle and Co.
c/o American National Bank
Money Market Processing Unit
1 North LaSalle Street, 7th Floor
Chicago, IL 60690 56.1%

First National Bank of Chicago
Corporate Asset Services
Attn: Mutual Funds Manager
One First National Plaza, Ste. 0115
Chicago, IL 60670-0001 30.9%

First National Bank of Chicago
Cash Management Dept.
Attn: Randy Noren
525 West Monroe, Ste. 0256, 6th Floor
Chicago, IL 60670-0001 8.3%

Name and Address Percent of Cash
Management Fund
Service Shares
Outstanding

First National Bank of Chicago
Cash Management Dept.
Attn: Randy Noren
525 West Monroe, Ste 0256, 6th Floor
Chicago, IL 60670-0001 81.0%

Morand and Co.
c/o American National Bank
1 North LaSalle Street, 7th Floor
Chicago, IL 60690 18.9%

Name and Address Percent of Treasury
Prime Cash
Management Fund
Institutional
Shares Outstanding

First National Bank of Chicago
Cash Management Dept.
Attn: Randy Noren
525 West Monroe, Ste 0256, 6th Floor
Chicago, IL 60670-0001 96.4%

Name and Address Percent of Treasury
Prime Cash
Management Fund
Service
Shares Outstanding

First National Bank of Chicago
Corporate Trust Administration
Attn: Cash Sweep Coordinator
One First National Plaza, Ste 0126
Chicago, IL 60670-0001 22.8%

First National Bank of Chicago
Cash Management Dept.
Attn: Randy Noren
525 West Monroe, Ste 0256, 6th Floor
Chicago, IL 60670-0001 77.4%

Name and Address Percent of U.S.
Government
Securities Cash
Management Fund
Institutional
Shares Outstanding

First National Bank of Chicago
Corporate Trust Administration
Attn: Cash Sweep Coordinator
One First National Plaza, Ste 0126
Chicago, IL 60670-0001 59.1%

First National Bank of Chicago
Corporate Asset Services
Attn: Mutual Funds Manager
One First National Plaza, Ste 0115
Chicago, IL 60670-0001 28.4%

Eagle and Co.
c/o American National Bank
Money Market Processing Unit
1 North LaSalle St., 7th Floor
Chicago, IL 60690 7.5%

Name and Address Percent of U.S.
Government
Securities Cash
Management Fund
Service Shares
Outstanding

First National Bank of Chicago
Cash Management Dept.
Attn: Randy Noren
525 West Monroe, Ste 0256, 6th Floor
Chicago, IL 60670-0001 73.4%

Morand and Co.
c/o American National Bank
1 North LaSalle Street, 7th Floor
Chicago, IL 60690 26.5%

A shareholder who beneficially owns, directly or
indirectly, more than 25% of a Fund's voting securities may be
deemed a "control person" (as defined in the 1940 Act) of the
Fund.

COUNSEL AND INDEPENDENT AUDITORS

Stroock & Stroock & Lavan, 7 Hanover Square, New York,
New York 10004-2696, as counsel for the Trust, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of beneficial
interest being sold pursuant to the Funds' Prospectus.

Ernst & Young LLP, 787 Seventh Avenue, New York, New
York 10019, independent auditors, have been selected as auditors
of the Trust.
APPENDIX

Description of the highest commercial paper, municipal
bond and note and other short- and long-term rating categories
assigned by Standard & Poor's Corporation ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), Fitch Investors Service,
Inc. ("Fitch"), Duff & Phelps Credit Rating Co. ("Duff"), IBCA
Limited and IBCA Inc. ("IBCA") and Thomson BankWatch, Inc.
("BankWatch"):

S&P

Commercial Paper and Short-Term Ratings

The designation A-1 by S&P indicates that the degree
of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus sign (+)
designation.

Municipal Bond Ratings

An S&P municipal bond rating is a current assessment
of the creditworthiness of an obligor with respect to a specific
obligation.

The ratings are based on current information furnished
by the issuer or obtained by S&P from other sources it considers
reliable, and will include: (1) likelihood of default-capacity
and willingness of the obligor as to the timely payment of
interest and repayment of principal in accordance with the terms
of the obligation; (2) nature and provisions of the obligation;
and (3) protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws
affecting creditors' rights.

AAA

Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely
strong.

Debt rated AA has a very strong capacity to pay
interest and repay principal and differs from the highest rated
issues only in small degree. The AA ratings may be modified by
the addition of a plus (+) or a minus (-) sign, which is used to
show relative standing within the category.

Municipal Note Ratings

SP-1

The issuers of these municipal notes exhibit very
strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics
are given a plus (+) designation.

SP-2

The issuers of these municipal notes exhibit
satisfactory capacity to pay principal and interest.

Moody's

Commercial Paper and Short-Term Ratings

The rating Prime-1 (P-1) is the highest commercial
paper rating assigned by Moody's. Issuers of P-1 paper must
have a superior capacity for repayment of short-term promissory
obligations and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return
of funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins and earnings coverage of fixed financial charges and
high internal cash generation, and well established access to a
range of financial markets and assured sources of alternate
liquidity.

Municipal Bond Ratings

Aaa

Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa

Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what generally are known as high grade bonds. They are
rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

Moody's applies the numerical modifiers 1, 2 and 3 to
show relative standing within the Aa rating category. The
modifier 1 indicates a ranking for the security in the higher
end of a rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end
of a rating category.

Municipal Note Ratings

Moody's ratings for state and municipal notes and
other short-term loans are designated Moody's Investment Grade
(MIG). Such ratings recognize the difference between short-term
credit risk and long-term risk. Factors affecting the liquidity
of the borrower and short-term cyclical elements are critical in
short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less
important over the short run.

A short-term rating may also be assigned on an issue
having a demand feature. Such ratings will be designated as
VMIG or, if the demand feature is not rated, as NR. Short-term
ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as
payment upon periodic demand rather than fixed maturity dates
and payment relying on external liquidity. Additionally,
investors should be alert to the fact that the source of payment
may be limited to the external liquidity with no or limited
legal recourse to the issuer in the event the demand is not met.

Moody's short-term ratings are designated Moody's
Investment Grade as MIG 1 or VMIG 1 through MIG 4 or VMIG 4. As
the name implies, when Moody's assigns a MIG or VMIG rating, all
categories define an investment grade situation.

MIG 1/VMIG 1

This designation denotes best quality. There is
present strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the
market for refinancing.

MIG 2/VMIG 2

This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding
group.

Fitch

Commercial Paper and Short-Term Ratings

The rating Fitch-1 (Highest Grade) is the highest
commercial paper rating assigned by Fitch. Paper rated Fitch-1
is regarded as having the strongest degree of assurance for
timely payment.

Municipal Bond Ratings

The ratings represent Fitch's assessment of the
issuer's ability to meet the obligations of a specific debt
issue or class of debt. The ratings take into consideration
special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect
the issuer's future financial strength and credit quality.

AAA

Bonds rated AAA are considered to be investment grade
and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably
foreseeable events.

Bonds rated AA are considered to be investment grade
and of very high credit quality. The obligor's ability to apply
interest and repay principal is very strong, although not quite
as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated F-1+. Plus (+) and minus (-) signs
are used with a rating symbol to indicate the relative position
of a credit within the rating category.

Duff

Commercial Paper and Short-Term Ratings

The rating Duff-1 is the highest commercial paper
rating assigned by Duff. Paper rated Duff-1 is regarded as
having very high certainty of timely payment with excellent
liquidity factors which are supported by ample asset protection.
Risk factors are minor.

AAA

Bonds rated AAA are considered highest credit quality.
The risk factors are negligible, being only slightly more than
for risk-free U.S. Treasury debt.

Bonds rated AA are considered high credit quality.
Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions. Plus
(+) and minus (-) signs are used with a rating to indicate the
relative position of a credit within the AA rating category.

IBCA

Commercial Paper and Short-Term Ratings

The designation A-1 by IBCA indicates that the
obligation is supported by a very strong capacity for timely
repayment. Those obligations rated A1+ are supported by the
highest capacity for timely repayment.

Bond and Long-Term Ratings

Obligations rated AAA by IBCA have the lowest
expectation of investment risk. Capacity for timely repayment
of principal and interest is substantial, such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment risk significantly.

IBCA also assigns a rating to certain international
and U.S. banks. An IBCA bank rating represents IBCA's current
assessment of the strength of the bank and whether such bank
would receive support should it experience difficulties. In its
assessment of a bank, IBCA uses a dual rating system comprised
of Legal Ratings and Individual Ratings. In addition, IBCA
assigns banks Long- and Short-Term Ratings as used in the
corporate ratings discussed above. Legal Ratings, which range
in gradation from 1 through 5, address the question of whether
the bank would receive support provided by central banks or
shareholders if it experienced difficulties, and such ratings
are considered by IBCA to be a prime factor in its assessment of
credit risk. Individual Ratings, which range in gradations from
A through E, represent IBCA's assessment of a bank's economic
merits and address the question of how the bank would be viewed
if it were entirely independent and could not rely on support
from state authorities or its owners.

BankWatch

Commercial Paper and Short-Term Ratings

The rating TBW-1 is the highest short-term rating
assigned by BankWatch; the rating indicates that the degree of
safety regarding timely repayment of principal and interest is
very strong.

In addition to ratings of short-term obligations,
BankWatch assigns a rating to each issuer it rates, in
gradations of A through E. BankWatch examines all segments of
the organization including, where applicable, the holding
company, member banks or associations, and other subsidiaries.
In those instances where financial disclosure is incomplete or
untimely, a qualified rating (QR) is assigned to the
institution. BankWatch also assigns, in the case of foreign
banks, a country rating which represents an assessment of the
overall political and economic stability of the country in which
the bank is domiciled.

<PAGE>

FINANCIAL STATEMENTS

Prairie Institutional Funds

Statement of Assets and Liabilities
November 16, 1994

Treasury U.S. Government
Municipal Prime Securities
Cash Cash Cash Cash
Management Management Management Management
ASSETS Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Cash . . . . . . . . . . . $ 12,501 $ 37,499 $ 37,499 $ 12,501
Deferred organization costs 31,250 31,250 31,250 31,250
Total Assets. . . . . . . 43,751 68,749 68,749 43,751

LIABILITIES

Organization costs payable 31,250 31,250 31,250 31,250

NET ASSETS . . . . . . . . . $ 12,501 $ 37,499 $ 37,499 $ 12,501

Shares Outstanding ($0.001
par value, unlimited number
of shares authorized,
issued at $1.00 per share):
Institutional Shares . . . 1 24,999 24,999 1
Service Shares . . . . . . 12,500 12,500 12,500 12,500
Total Shares Outstanding . . 12,501 37,499 37,499 12,501

Net Asset Value, Offering
Price and Redemption
Price per Share $ 1.00 $ 1.00 $ 1.00 $ 1.00

Composition of Net Assets:
Shares of beneficial
interest, at par $ 13 $ 37 $ 37 $ 13
Additional paid-in capital 12,488 37,462 37,462 12,488
Net Assets, November 16, 1994 $ 12,501 $ 37,499 $ 37,499 $ 12,501

</TABLE>

See notes to financial statements.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 16, 1994

NOTE 1 - GENERAL

Prairie Institutional Funds (the "Trust") was organized as a
Massachusetts business trust on October 19, 1994. The Trust
consists of four portfolios; Cash Management Fund, Municipal
Cash Management Fund, Treasury Prime Cash Management Fund and
U.S. Government Securities Cash Management Fund (collectively,
the "Funds").

The First National Bank of Chicago ("First Chicago") serves as
investment adviser to the Trust. Concord Financial Group, Inc.
(the "Distributor"), a wholly-owned subsidiary of Concord
Holding Corporation ("Concord"), serves as each Fund's
distributor.

The Funds each offer two classes of shares--Institutional Shares
and Service Shares. Institutional Shares and Service Shares are
essentially the same except that Service Shares bear the fees
that are payable under a Service Plan (the "Service Plan"),
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940, at an annual rate of 0.25% of the average daily net
assets of the outstanding Service Shares.

The Funds have had no operations other than the sale to Concord
of 12,501 shares of the Cash Management Fund for $12,501, 37,499
shares of the Municipal Cash Management Fund for $37,499, 37,499
shares of the Treasury Prime Cash Management Fund for $37,499
and 12,501 shares of the U.S. Government Securities Cash
Management Fund for $12,501.

Organization costs incurred in connection with the organization
and initial registration of the Funds will be paid initially by
Concord and reimbursed by the Funds. Such organizational costs
have been deferred and will be amortized ratably over a period
of sixty months from the commencement of operations.

NOTE 2 - AGREEMENTS

The Trust has an Investment Advisory Agreement with First
Chicago. Pursuant to the terms of the Investment Advisory
Agreement, First Chicago is responsible for the purchases and
sales of each Fund's portfolio securities. For its advisory
services, First Chicago is entitled to a fee, accrued daily and
paid monthly, at an annual rate of 0.20% of each Fund's average
daily net assets. The Trust also has an Administration
Agreement with First Chicago, pursuant to which it has agreed to
pay First Chicago 0.15% of each Fund's average daily net assets.

First Chicago has entered into a Master Sub-Administration
Agreement with Concord. Pursuant to the terms of this
agreement, Concord has agreed to assist in providing certain
administrative services for the Trust. For its services,
Concord will receive a fee from First Chicago.

The Distributor has entered into a Distribution Agreement with
the Trust. The Distributor does not receive a fee under the
Distribution Agreement.

Under the Service Plan with respect to the Funds' Service
Shares, each Fund pays the Distributor for advertising,
marketing and distributing such Fund's Service Shares and for
providing certain services to the holders of Service Shares at
an annual rate of 0.25% of the average net assets of the
outstanding Service Shares. Under the Service Plan, the
Distributor may make payments to other service organizations in
respect of the provision of these services to their clients who
are the beneficial owners of Service Shares. Such service
organizations may include First Chicago, Concord and their
affiliates.

First Chicago has voluntarily agreed to waive a portion of its
fees to the extent that the ordinary operating expenses
(excluding fees incurred under the Service Plan) of any Fund
exceeds 0.35% and 0.65% of the average daily net assets of such
Fund's Institutional Shares and Service Shares, respectively.

<PAGE>
REPORT OF INDEPENDENT AUDITORS

Shareholder and Board of Trustees
Prairie Institutional Funds

We have audited the accompanying statement of assets and liabil-
ities of each portfolio of Prairie Institutional Funds as of
November 16, 1994. This statement of assets and liabilities is
the responsibility of the Fund's management. Our responsibility
is to express an opinion on this statement of assets and
liabilities based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
this statement of assets and liabilities is free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement
of assets and liabilities. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall statement of
assets and liabilities presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the statement of assets and liabilities referred
to above presents fairly, in all material respects, the
financial position of each portfolio of Prairie Institutional
Funds at November 16, 1994, in conformity with generally
accepted accounting principles.

Ernst & Young LLP

New York, New York
November 16, 1994

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
JUNE 30, 1995
- --------------------------------------------------------------------------------
<CAPTION>

RATINGS
MOODY'S/ PRINCIPAL
S&P MATURITY AMOUNT VALUE
DESCRIPTION (UNAUDITED) RATE DATE (000) (NOTE 2(A))
- ---------------------------------------- ----------- ---- --------- --------- ------------

<S> <C> <C> <C> <C> <C>
SHORT-TERM INVESTMENTS--99.9%
COMMERCIAL PAPER--60.7%
AUTOMOBILES--1.0%
Mitsubishi Motors Corp................ A-1+/P-1 6.07%* 7/25/1995 $ 3,300 $ 3,286,800
------------
BANKING--3.0%
Bayerische Vereinsbank................ A-1+/P-1 5.98%* 7/07/1995 10,000 9,990,033
------------
BROKERAGE--9.1%
CS First Boston Group, Inc............ A-1/P-1 5.95%* 7/17/1995 10,000 9,973,689
Goldman Sachs & Co.................... A-1+/P-1 5.91%* 8/14/1995 10,000 9,928,500
Morgan Stanley Group, Inc............. A-1+/P-1 6.04%* 7/07/1995 10,000 9,989,950
------------
29,892,139
------------
COMMUNICATIONS EQUIPMENT AND
SERVICES--3.0%
AT&T Corp............................. A-1+/P-1 5.91%* 7/10/1995 10,000 9,985,250
------------
COMPUTERS--3.0%
IBM Credit Corp. ..................... A-1/P-1 5.98%* 7/11/1995 10,000 9,983,417
------------
CONSTRUCTION--3.5%
Maguire/Thomas Partners............... A-1/P-1 6.03%* 7/17/1995 11,500 11,469,333
------------
CONSUMER GOODS AND SERVICES--2.5%
Kimberly-Clark Corp. ................. A-1+/P-1 6.00%* 7/19/1995 8,300 8,275,349
------------
FINANCE--19.0%
Corporate Asset Funding Co., Inc...... A-1+/P-1 6.01%* 7/24/1995 7,000 6,973,390
Corporate Asset Funding Co., Inc...... A-1+/P-1 5.91%* 8/18/1995 6,000 5,953,200
Dresdner U.S. Finance, Inc............ A-1+/P-1 6.01%* 7/05/1995 10,000 9,993,333
Greenwich Asset Funding, Inc.......... A-1+/P-1 6.19%* 7/06/1995 10,000 9,991,528
JTB Finance Americas, Inc............. A-1/P-1 5.94%* 7/25/1995 10,000 9,960,667
Premium Funding, Inc.................. A-1/P-1 5.60%* 7/10/1995 10,000 9,984,750
Sapphire Funding, Inc................. A-1+/P-1 6.03%* 7/20/1995 10,000 9,968,439
------------
62,825,307
------------

See Notes to Financial Statements.

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS--(CONTINUED)
JUNE 30, 1995
- --------------------------------------------------------------------------------

RATINGS
MOODY'S/ PRINCIPAL
S&P MATURITY AMOUNT VALUE
DESCRIPTION (UNAUDITED) RATE DATE (000) (NOTE 2(A))
- ---------------------------------------- ----------- ---- --------- --------- ------------
MANUFACTURING--7.6%

Emerson Electric Co................... A-1+/P-1 5.93%* 7/17/1995 $ 10,000 $ 9,973,778
General Electric Capital Corp......... A-1+/P-1 5.96%* 7/19/1995 10,000 9,970,400
Hanson Finance UK PLC................. A-1/P-1 6.17%* 7/06/1995 5,000 4,995,778
------------
24,939,956
------------
OIL--3.0%
Pemex Capital, Inc.................... A-1+/P-1 5.94%* 8/02/1995 10,000 9,947,555
------------
PUBLISHING--3.0%
Knight Ridder, Inc.................... A-1+/P-1 5.94%* 7/14/1995 10,000 9,978,658
------------
TOBACCO--3.0%
Philip Morris Capital Corp............ A-1+/P-1 6.03%* 7/17/1995 10,000 9,973,511
------------
TOTAL COMMERCIAL PAPER
(AMORTIZED COST $200,547,308)......... 200,547,308
------------
CERTIFICATES OF DEPOSIT--26.0%
U.S. BRANCHES OF FOREIGN BANKS--26.0%
Bank of Nova Scotia................... A-1+/P-1 6.02% 7/17/1995 10,000 10,000,079
Banque Nationale de Paris............. A-1+/P-1 5.89% 8/07/1995 10,000 10,000,092
Bayerische Landesbank................. A-1+/P-1 6.17% 7/05/1995 10,000 10,000,044
Commerzbank AG, New York.............. A-1+/P-1 5.78% 9/06/1995 10,000 9,999,048
Industrial Bank of Japan Ltd., New
York............................... A-1/P-1 6.27% 7/31/1995 10,000 10,000,245
Lloyds Bank, New York................. A-1+/P-1 6.03% 8/21/1995 10,000 10,000,363
Royal Bank of Canada**................ A-1+/P-1 6.10% 7/03/1995 10,000 10,000,279
Sanwa Bank Ltd., New York............. A-1+/P-1 6.20% 7/12/1995 6,000 6,000,208
Societe Generale, New York............ A-1+/P-1 6.05% 7/05/1995 10,000 10,000,022
------------
TOTAL CERTIFICATES OF DEPOSIT
(AMORTIZED COST $86,000,380).......... 86,000,380
------------
TOTAL INVESTMENTS IN SECURITIES
(AMORTIZED COST $286,547,688)......... 286,547,688
------------

See Notes to Financial Statements.

PRINCIPAL
MATURITY AMOUNT VALUE
DESCRIPTION RATE DATE (000) (NOTE 2(A))
- ------------------------------------------------------------ ---- --------- --------- ------------

REPURCHASE AGREEMENTS--13.2%
Repurchase agreement with Barclays Bank, dated 6/30/1995,
with a maturity value of $13,606,800
(See Footnote A)....................................... 6.00% 7/03/1995 $ 13,600 $ 13,600,000
Repurchase agreement with Sanwa Bank, dated 6/30/1995,
with a maturity value of $30,015,000
(See Footnote B)....................................... 6.00% 7/03/1995 30,000 30,000,000
------------
TOTAL REPURCHASE AGREEMENTS
(AMORTIZED COST $43,600,000).............................. 43,600,000
------------
TOTAL INVESTMENTS (AMORTIZED COST $330,147,688)--99.9%...... 330,147,688
Other assets in excess of liabilities--0.1%................. 437,599
------------
NET ASSETS--100.0%.......................................... $330,585,287
------------
------------
</TABLE>

- ------------------

Note: S&P and Moody's ratings have been used for consistency.
May be rated by other services as well.

* Yield at purchase.

** Variable rate security. Interest rate is stated as of June
30, 1995. Maturity date reflects the later of the next interest
rate change date or the next put date.

Footnote A Collateralized by $13,275,000 U.S. Treasury Note,
7.50%, due 2/29/1996, with a value of $13,754,413.

Footnote B Collateralized by $29,486,000 U.S. Treasury Note,
6.875%, due 2/28/1997, with a value of $30,637,192.

See Notes to Financial Statements.
<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1995
- --------------------------------------------------------------------------------

<S> <C>
ASSETS:
Investments in securities, at value (amortized cost
$286,547,688).......................................... $ 286,547,688
Repurchase agreements (amortized cost $43,600,000)........ 43,600,000
Cash...................................................... 1,174,119
Interest receivable....................................... 839,704
Deferred organization costs and prepaid expenses.......... 171,542
---------------
Total Assets...................................... 332,333,053
---------------

LIABILITIES:
Advisory fees payable..................................... 87,883
Administration fees payable............................... 59,927
12b-1 fees payable (Service Shares)....................... 2,724
Dividends payable......................................... 1,494,399
Accrued Trustees' fees.................................... 825
Other accrued expenses.................................... 102,008
---------------
Total Liabilities................................. 1,747,766
---------------

NET ASSETS.................................................. $ 330,585,287
---------------
---------------
Net Asset Value, Offering Price and Redemption Price per
Share:
Institutional Shares:
($319,213,515 / 319,404,564 shares of beneficial
interest issued
and outstanding, $0.001 par value per share,
unlimited number
of shares authorized)................................ $ 1.00
---------------
---------------
Service Shares:
($11,371,772 / 11,378,581 shares of beneficial interest
issued
and outstanding, $0.001 par value per share,
unlimited number
of shares authorized)................................ $ 1.00
---------------

---------------

COMPOSITION OF NET ASSETS:
Shares of beneficial interest, at par..................... $ 330,783
Additional paid-in capital................................ 330,452,362
Accumulated net realized losses........................... (197,858)
---------------
NET ASSETS.................................................. $ 330,585,287
---------------
---------------

See Notes to Financial Statements.

</TABLE>

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1995
- --------------------------------------------------------------------------------

<S> <C> <C>
INVESTMENT INCOME:

Interest Income............................ $15,728,576
Expenses:
Advisory fees............................ $793,104
Administration fees...................... 212,319
12b-1 fees (Service Shares).............. 4,441
Custodian fees and expenses.............. 68,943
Registration fees........................ 54,803
Legal fees............................... 35,659
Audit fees............................... 26,834
Transfer agent fees and expenses......... 17,855
Reports to shareholders.................. 13,114
Amortization of organization expenses.... 12,954
Rating agencies fees and expenses........ 9,421
Trustees' fees........................... 4,608
Other expenses........................... 35,347
----------
1,289,402
Less: Fee waivers and expense
reimbursements........................ (267,419 ) 1,021,983
---------- ------------
NET INVESTMENT INCOME............... 14,706,593
REALIZED LOSS ON INVESTMENTS:
Net realized loss on investments......... (1,706,625 )
------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS............................... $12,999,968
------------

------------

</TABLE>

See Notes to Financial Statements.
<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<CAPTION>

FOR THE YEAR ENDED
------------------------------------------
JUNE 30, 1995 JUNE 30, 1994
-------------------- ------------------
<S> <C> <C>
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS:
Net investment income............ $ 14,706,593 $ 8,493,966
Net realized loss on
investments................... (1,706,625) (136,023)
-------------------- ------------------
NET INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS............... 12,999,968 8,357,943
-------------------- ------------------
DIVIDENDS TO SHAREHOLDERS FROM NET
INVESTMENT INCOME:
Institutional Shares.......... (14,606,645) (8,493,966)
Service Shares................ (99,948) --
-------------------- ------------------
TOTAL DIVIDENDS TO
SHAREHOLDERS............. (14,706,593) (8,493,966)
-------------------- ------------------
FUND SHARE TRANSACTIONS (AT $1.00
PER SHARE):
Net proceeds from shares sold:
Institutional Shares.......... 1,491,127,430 2,167,517,783
Service Shares................ 48,454,575 --
Dividends reinvested:
Institutional Shares.......... 1,361,860 654,107
Service Shares................ 309 --
Cost of shares redeemed:
Institutional Shares.......... (1,417,064,383) (2,099,928,742)
Service Shares................ (37,076,303) --
-------------------- ------------------
NET INCREASE IN NET ASSETS
FROM FUND SHARE
TRANSACTIONS............. 86,803,488 68,243,148
-------------------- ------------------

Increase due to capital
contribution from affiliate of
investment adviser (Note 3(d))... 1,668,500 --
-------------------- ------------------
TOTAL INCREASE IN NET
ASSETS................. 86,765,363 68,107,125
NET ASSETS:
Beginning of year................ 243,819,924 175,712,799
-------------------- ------------------
End of year...................... $ 330,585,287 $ 243,819,924
-------------------- ------------------
-------------------- ------------------

See Notes to Financial Statements.
</TABLE>

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- ----------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------

Contained below is per share operating performance data for
an Institutional Share of beneficial interest outstanding, total
investment returns, ratios to average net assets and other
supplemental data for each period indicated. This information
has been derived from information provided in the Portfolio's
financial statements.

FOR THE YEAR ENDED
---------------------------- FOR THE PERIOD ENDED
JUNE 30, 1995 JUNE 30, 1994 JUNE 30, 1993 (1)
------------- ------------- --------------------
<S> <C> <C> <C>

PER SHARE DATA:
INSTITUTIONAL SHARES:
Net asset value per share,
beginning of period........... $ 0.9993 $ 0.9999 $ 1.0000
------------- ------------- -----------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income............ 0.0507 0.0333 0.0297
Net realized loss on
investments................... (0.0059 ) (0.0006 ) (0.0001)
------------- ------------- -----------
TOTAL INCOME FROM
INVESTMENT
OPERATIONS............. 0.0448 0.0327 0.0296
Less dividends from net
investment income............. (0.0507 ) (0.0333 ) (0.0297)
Increase due to capital

contribution
from affiliate of investment
adviser
(Note 3(d))................... 0.0060 -- --
------------- ------------- -----------
Net change in net asset value per
share......................... 0.0001 (0.0006 ) (0.0001)
------------- ------------- -----------
Net asset value per share, end of
period........................ $ 0.9994 $ 0.9993 $ 0.9999
------------- ------------- -----------
------------- ------------- -----------
TOTAL INVESTMENT RETURN 5.19 %* 3.38 % 3.25%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets........................ 0.35 % 0.31 % 0.05%(2)
Ratio of net investment income to
average net assets............ 5.11 % 3.33 % 3.19%(2)
Decrease reflected in above
expense ratios due to fee
waivers and expense
reimbursements................ 0.09 % 0.12 % 0.51%(2)
Net Assets, end of period (000's
omitted)...................... $ 319,214 $ 243,820 $175,713

</TABLE>

- ------------------

(1) For the period July 30, 1992 (commencement of operations)
through June 30, 1993.

(2) Annualized.

* Had the Portfolio not had a capital contribution by an
affiliate of the investment adviser during the period, the total
return would have been 4.51% (See Note 3(d) to Financial
Statements).

See Notes to Financial Statements.

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- ----------------------------------------------------------------
FINANCIAL HIGHLIGHTS -- (CONTINUED)
- ----------------------------------------------------------------

Contained below is per share operating performance data for
a Service Share of beneficial interest outstanding, total
investment return, ratios to average net assets and other
supplemental data for the period indicated. This
information has been derived from information provided in the
Portfolio's financial statements.

FOR THE PERIOD ENDED
JUNE 30, 1995(1)
--------------------
<S> <C>
PER SHARE DATA:
SERVICE SHARES:
Net asset value per share, beginning of
period.................................. $ 1.0000
-----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income...................... 0.0245
Net realized loss on investments........... (0.0006)
-----------
TOTAL INCOME FROM INVESTMENT
OPERATIONS........................ 0.0239
Less dividends from net investment
income.................................. (0.0245)
-----------
Net change in net asset value per share.... (0.0006)
-----------
Net asset value per share, end of period... $ 0.9994
-----------
-----------
TOTAL INVESTMENT RETURN 2.47%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.... 0.60%(3)
Ratio of net investment income to average
net assets.............................. 5.46%(3)
Decrease reflected in above expense ratios
due to fee waivers and expense
reimbursements.......................... 0.11%(3)
Net Assets, end of period (000's
omitted)................................ $ 11,372

</TABLE>

- ------------------

(1) For the period January 17, 1995 (initial offering date of
Service Shares) through June 30, 1995.
(2) Not annualized.
(3) Annualized.

See Notes to Financial Statements.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- ----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- ---------------------------------------------------------------
NOTE 1--GENERAL

Prairie Institutional Funds (the 'Fund') is registered
under the Investment Company Act of 1940 (the 'Act') as an
open-end management investment company. At June 30, 1995, the
Fund was comprised of four separate investment portfolios as
follows: Cash Management Fund, Municipal Cash Management Fund,
Treasury Prime Cash Management Fund and U.S. Government
Securities Cash Management Fund. The accompanying financial
statements relate only to the Cash Management Fund (the
'Portfolio').

At a shareholder meeting of the First Prairie Cash
Management Fund (the 'Predecessor Fund') held on December 21,
1994, the shareholders approved an Agreement and Plan of
Exchange pursuant to which the Predecessor Fund
transferred all of its assets and liabilities to the Portfolio.
In exchange for the assets and liabilities, the Portfolio issued
Institutional Shares to the shareholders of the Predecessor Fund
equal in value to shares held by such shareholders immediately
prior to the exchange. This exchange took place on
January 17, 1995 at which time the shareholders of the
Predecessor Fund received 263,124,343 Institutional Shares of
the Portfolio having a net asset value of $262,954,610.

In addition to the above described transaction, a new
investment adviser, administrator and distributor were appointed
by the Board of Trustees effective January 17, 1995. On that
date, First Chicago Investment Management Company
('FCIMCO'), a wholly-owned subsidiary of The First National Bank
of Chicago ('First Chicago') was named investment adviser and
administrator to the Fund. Prior to January 17, 1995, First
Chicago served as investment adviser and The Dreyfus Corporation
('Dreyfus') served as administrator. In addition, on January
17, 1995, Concord Financial Group, Inc. (the 'Distributor'), a
wholly-owned subsidiary of Concord Holding Corporation
('Concord'), was named principal underwriter and distributor of
the Fund's shares. For the period July 1, 1994 through August
24, 1994, Dreyfus Service Corporation (the 'former
Distributor'), a wholly-owned subsidiary of Dreyfus, acted as
principal underwriter and distributor of the Fund's shares.
Effective August 24, 1994, Dreyfus became a direct subsidiary of
Mellon Bank, N.A. As such, effective August 24, 1994,
Premier Mutual Fund Services, Inc. ('Premier'), whose ultimate
parent company is Boston Institutional Group, Inc., became and
served as principal underwriter and distributor of the Fund's
shares through January 16, 1995.

On March 29, 1995, a merger agreement was approved by the
shareholders of Concord whereby Concord became BISYS Investment
Services, Inc., a wholly-owned subsidiary of The BISYS Group,
Inc. ('BISYS'). BISYS serves as sub-administrator and
distributor on substantially identical terms as described below
in Note 3.

The Portfolio offers two classes of shares; Institutional
Shares and Service Shares. Institutional Shares and Service
Shares are substantially the same except that Service Shares
bear the fees payable under a Service Plan adopted pursuant to
Rule 12b-1 under the Act (the 'Service Plan') at an annual
rate of 0.25% of the average daily net assets of the outstanding
Service Shares.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

It is the policy of the Portfolio to maintain a continuous
net asset value per share of $1.00; the Portfolio has adopted
certain investment, portfolio valuation and dividend and
distribution policies to enable it to do so.

(A) Portfolio valuation: Investments are valued at
amortized cost, which has been determined by the Fund's Board of
Trustees to represent the fair value of the Portfolio's
investments.

(B) Securities transactions and investment income:
Securities transactions are recorded on a trade date basis.
Realized gain and loss from securities transactions are recorded
on the identified cost basis. Interest income is recognized on
the accrual basis.

The Portfolio may enter into repurchase agreements with
financial institutions, deemed to be creditworthy by FCIMCO,
subject to the seller's agreement to repurchase and the
Portfolio's agreement to resell such securities at a mutually
agreed upon price. Securities purchased subject to repurchase
agreements are deposited with the Portfolio's custodian and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase
price plus accrued interest at all times. If the value of the
underlying securities falls below the value of the repurchase
price plus accrued interest, the Portfolio will require the
seller to deposit additional collateral by the next business
day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Portfolio
maintains the right to sell the underlying securities at market
value and may claim any resulting loss against the seller.

(C) Dividends to shareholders: It is the policy of the
Portfolio to declare dividends daily from net investment income.
Such dividends are paid monthly. Distributions from net realized
capital gain, if any, are normally declared and paid annually,
but the Portfolio may make distributions on a more frequent
basis to comply with the distribution requirements of the
Internal Revenue Code (the 'Code'). To the extent that net
realized capital gain can be offset by capital loss carryovers,
it is the policy of the Portfolio not to distribute such gain.

(D) Federal income taxes: It is the policy of the
Portfolio to continue to qualify as a regulated investment
company, if such qualification is in the best interest of its
shareholders, by complying with the provisions available to
certain investment companies, as defined in applicable sections
of the Code, and to make distributions of taxable income
sufficient to relieve it from all, or substantially all, Federal
income taxes.

At June 30, 1995, the Portfolio had unused capital loss
carryovers of approximately $170,000 available for Federal
income tax purposes to be applied against future net securities
profits, if any, realized subsequent to June 30, 1995. These
carryovers do not include net realized securities losses from
November 1, 1994 through June 30, 1995 which are treated, for
Federal income tax purposes, as arising in fiscal 1996. If not
applied, $19,000 expires in 2002 and $151,000 expires in 2003.

At June 30, 1995, the cost of the Portfolio's investments
for Federal income tax purposes was substantially the same as
the cost for financial reporting purposes (see Portfolio of
Investments).

NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

(A) The Fund has an Investment Advisory Agreement with
FCIMCO pursuant to which FCIMCO has agreed to provide the
day-to-day management of the Portfolio's investments for an
advisory fee at an annual rate of 0.20% of the Portfolio's
average daily net assets.

The Fund has an Administration Agreement with FCIMCO
pursuant to which FCIMCO has agreed to assist in all aspects of
the Portfolio's operations for an administration fee at an
annual rate of 0.15% of the Portfolio's average daily net
assets. In addition, FCIMCO has engaged Concord to assist in
providing certain administrative services to the Portfolio
pursuant to a Master Sub-Administration Agreement between FCIMCO
and Concord. FCIMCO has agreed to pay Concord a fee from its own
administration fee on a monthly basis.

During the period January 17, 1995 through June 30, 1995,
FCIMCO agreed to limit the Portfolio's expenses to an annual
amount not to exceed 0.35% (excluding fees paid pursuant to the
Service Plan) of the average daily net assets of the Portfolio.
During the period January 17, 1995 through June 30,
1995, FCIMCO waived advisory fees of $155,055 so that the
Portfolio could meet this limitation.

During the period July 1, 1994 through January 16, 1995,
the Portfolio had a management agreement with First Chicago
pursuant to which the Portfolio agreed to pay management fees
which were computed daily and paid monthly at the annual
rate of 0.35% of the average daily net assets of the Portfolio.
During the same period, First Chicago had engaged Dreyfus to
assist in providing certain administrative services for the
Portfolio pursuant to a Master Administration Agreement between
First Chicago and Dreyfus. Pursuant to its agreement with
Dreyfus, First Chicago had agreed to pay Dreyfus a monthly fee
from its own assets.

First Chicago had undertaken during the period July 1, 1994
through January 16, 1995 to reduce the management fee paid by
and reimburse such excess expenses of the Portfolio, to the
extent that the Portfolio's aggregate expenses exceeded
0.35% of its average daily net assets. The reduction in
management fee, pursuant to this undertaking, amounted to
$112,364.

(B) Under the terms of the Service Plan, the Portfolio
pays the Distributor an annual fee of 0.25% of the average daily
net assets of the outstanding Service Shares for advertising,
marketing and distributing the Portfolio's Service Shares and
for the provision of certain services to the holders of Service
Shares. The Distributor may make payments to others,
including FCIMCO, First Chicago and their affiliates, for the
provision of these services. For the period January 17, 1995
(initial offering of Service Shares) through June 30, 1995, the
Portfolio paid fees under the Service Plan in the amount of
$4,441, all of which was paid to FCIMCO and its affiliates.

(C) The Portfolio pays each Trustee its pro-rata share of
an aggregate fixed annual fee of $25,000 and an attendance fee
of $1,000 per meeting for all funds in the Prairie Family of
Funds.

(D) During the year ended June 30, 1995, an affiliate of
First Chicago purchased securities from the Portfolio at an
amount in excess of the securities' fair market value. The
Portfolio recorded a realized loss on these sales in the amount
of $1,668,500 and the Portfolio recorded an offsetting
capital contribution from the affiliate. As a result of varying
treatment for book and tax purposes, the capital contribution
was reclassified from additional paid-in capital to accumulated
net realized losses in the Statement of Assets and Liabilities.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
CASH MANAGEMENT FUND
- ----------------------------------------------------------------
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
- ----------------------------------------------------------------

SHAREHOLDERS AND BOARD MEMBERS
PRAIRIE INSTITUTIONAL FUNDS -- CASH MANAGEMENT FUND

We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of Cash
Management Fund (a portfolio of Prairie Institutional Funds) as
of June 30, 1995, and the related statement of operations for
the year then ended, the statement of changes in net assets for
each of the two years in the period then ended, and the
financial highlights for each of the periods indicated therein.
These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation
of securities owned as of June 30, 1995 by correspondence with
the custodian and others. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of Cash Management Fund at June
30, 1995, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the
indicated periods, in conformity with generally accepted
accounting principles.

Ernst & Young LLP

New York, New York
August 8, 1995

<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
May 31, 1995
- --------------------------------------------------------------------------------
<CAPTION>

Principal
Maturity Amount Value
Description Rate Date (000) (Note 2(a))
- --------------------------------------------- ---- --------- --------- ------------
<S> <C> <C> <C> <C>

SHORT-TERM INVESTMENTS--100.6%
U.S. GOVERNMENT AGENCY NOTES--80.8%
Federal Farm Credit Bank, Discount Note.... 6.04%* 6/16/1995 $ 15,000 $ 14,962,813
Federal Farm Credit Bank, Discount Note.... 5.90%* 6/15/1995 20,000 19,954,267
Federal Farm Credit Bank, Discount Note.... 5.89%* 6/23/1995 10,000 9,964,250
Federal Home Loan Bank, Discount Note...... 6.04%* 6/19/1995 30,000 29,910,750
Federal Home Loan Bank, Discount Note...... 5.98%* 7/11/1995 10,000 9,934,444
Federal Home Loan Bank, Discount Note...... 5.94%* 7/20/1995 22,125 21,948,528
Federal Home Loan Bank, Discount Note...... 5.90%* 6/05/1995 25,000 24,983,694
Federal Home Loan Bank, Discount Note...... 5.90%* 7/05/1995 12,220 12,152,485
Federal Home Loan Mortgage Corp.,
Discount Note............................ 6.03%* 6/19/1995 10,000 9,970,250
Federal Home Loan Mortgage Corp.,
Discount Note............................ 6.00%* 6/09/1995 10,427 10,413,260
Federal Home Loan Mortgage Corp.,
Discount Note............................ 5.99%* 7/12/1995 20,000 19,865,383
Federal Home Loan Mortgage Corp.,
Discount Note............................ 5.92%* 7/05/1995 15,000 14,916,700
Federal Home Loan Mortgage Corp.,

Discount Note............................ 5.90%* 6/20/1995 20,000 19,938,039
Federal National Mortgage Association,
Discount Note............................ 5.99%* 7/14/1995 25,000 24,823,819
Federal National Mortgage Association,
Discount Note............................ 5.98%* 8/02/1995 25,000 24,745,972
Federal National Mortgage Association,
Discount Note............................ 5.97%* 7/26/1995 20,000 19,820,028
Federal National Mortgage Association,
Discount Note............................ 5.96%* 7/24/1995 20,000 19,827,161
Federal National Mortgage Association,
Discount Note............................ 5.92%* 7/10/1995 20,000 19,872,817
Federal National Mortgage Association,
Discount Note............................ 5.92%* 7/11/1995 20,000 19,869,556
Federal National Mortgage Association,
Discount Note............................ 5.91%* 6/13/1995 30,000 29,941,200
Federal National Mortgage Association,
Discount Note............................ 5.91%* 7/25/1995 20,000 19,824,500
------------
Total U.S. Government Agency Notes
(amortized cost $397,639,916).............. 397,639,916
------------

See Notes to Financial Statements.
<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS-- (CONTINUED)
May 31, 1995
- --------------------------------------------------------------------------------

Principal
Maturity Amount Value
Description Rate Date (000) (Note 2(a))
- --------------------------------------------- ---- --------- --------- ------------
REPURCHASE AGREEMENTS--19.8%

Repurchase agreement with Fuji Bank,
dated 5/31/1995, with a maturity value
of $12,202,084 (See Footnote A).......... 6.15% 6/01/1995 $ 12,200 $ 12,200,000
Repurchase agreement with National
Westminster Bank, dated 5/31/1995,
with a maturity value of $85,014,521
(See Footnote B)......................... 6.15% 6/01/1995 85,000 85,000,000
------------
Total Repurchase Agreements
(amortized cost $97,200,000)............... 97,200,000
------------
TOTAL INVESTMENTS
(AMORTIZED COST $494,839,916)--100.6%...... 494,839,916
Liabilities in excess of other

assets--(0.6%)............................. (2,889,915)
------------
TOTAL NET ASSETS--100.0%..................... $491,950,001
------------
------------

</TABLE>

- ------------------

* Yield at purchase.
Footnote A Collateralized by $11,705,000 U.S. Treasury Bond,
7.25%, due 5/15/2004, with a value of $12,462,489.
Footnote B Collateralized by $85,070,000 U.S. Treasury Bills
with maturities ranging from 7/31/1995 through 4/30/1996, with
an aggregate value of $86,424,070.

See Notes to Financial Statements.
<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
May 31, 1995
- --------------------------------------------------------------------------------

<S> <C>
ASSETS:
Investments in securities, at
value (amortized cost
$397,639,916).................. $397,639,916
Repurchase agreements (amortized
cost $97,200,000).............. 97,200,000
Interest receivable.............. 24,342
Deferred organization costs and
prepaid expenses............... 102,203
------------
Total Assets.............. 494,966,461
------------

LIABILITIES:
Advisory fees payable............ 223,774
Administration fees payable...... 97,603
12b-1 fees payable (Service
Shares)........................ 4,987
Bank overdraft................... 170,477
Dividends payable................ 2,380,554
Accrued legal fees............... 31,567
Accrued Trustees' fees........... 1,050
Other accrued expenses........... 106,448
------------

Total Liabilities......... 3,016,460
------------

NET ASSETS......................... $491,950,001
------------
------------
Net Asset Value, Offering Price and
Redemption Price per Share:
Institutional Shares:
($475,248,130/475,759,264
shares of beneficial interest
issued and outstanding, $.001
par value per share, unlimited
number of shares authorized)... $ 1.00
------------
------------
Service Shares:
($16,701,871/16,719,839 shares
of beneficial interest issued
and outstanding, $.001 par
value per share, unlimited
number of shares authorized)... $ 1.00
------------
------------

COMPOSITION OF NET ASSETS:
Paid-in capital.................. $492,479,103
Accumulated net realized
losses......................... (529,102)
------------
NET ASSETS, MAY 31, 1995........... $491,950,001
------------
------------
</TABLE>

See Notes to Financial Statements.
<PAGE>

<TABLE>
<CAPTION>
PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the year ended May 31, 1995
- --------------------------------------------------------------------------------

<S> <C> <C>
INVESTMENT INCOME:
INTEREST INCOME.................... $ 25,222,014
EXPENSES:
Advisory fees.................... $1,388,345
Administration fees.............. 280,584
12b-1 fees (Service Shares)...... 4,987
Registration fees................ 83,301

Custodian fees and expenses...... 52,283
Legal fees....................... 43,673
Audit fees....................... 38,520
Amortization of organization
expenses....................... 11,079
Reports to shareholders.......... 9,301
Transfer agent fees and
expenses....................... 9,190
Trustees' fees................... 4,990
Miscellaneous expenses........... 38,932
------------
1,965,185
Less: Fee waivers................ (312,740)
------------
1,652,445
------------
NET INVESTMENT INCOME....... 23,569,569
REALIZED LOSS ON INVESTMENTS:
Net realized loss on
investments.................... (482,586)
------------
NET INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS....................... $ 23,086,983
------------
------------

</TABLE>

See Notes to Financial Statements.
<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<CAPTION>
For the Year Ended For the Year Ended
May 31, 1995 May 31, 1994
------------------ ------------------
<S> <C> <C>
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS:
Net investment income............ $ 23,569,569 $ 12,751,537
Net realized loss on
investments.................... (482,586) (42,640)
------------------ ------------------
NET INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS................ 23,086,983 12,708,897
------------------ ------------------
DIVIDENDS TO SHAREHOLDERS FROM:

Net investment income:
Institutional Shares........... (23,456,426) (12,751,537)
Service Shares................. (113,143) --
------------------ ------------------
TOTAL DIVIDENDS TO
SHAREHOLDERS.............. (23,569,569) (12,751,537)
------------------ ------------------
FUND SHARE TRANSACTIONS (AT $1.00
PER SHARE):
Net proceeds from shares sold:
Institutional Shares........... 3,256,766,429 4,379,511,392
Service Shares................. 27,248,728 --
Dividends reinvested:
Institutional Shares........... 1,824,654 563,903
Service Shares................. 251 --
Cost of shares redeemed:
Institutional Shares........... (3,196,512,306) (4,230,925,537)
Service Shares................. (10,529,140) --
------------------ ------------------
NET INCREASE IN NET ASSETS
FROM FUND SHARE
TRANSACTIONS.............. 78,798,616 149,149,758
------------------ ------------------
TOTAL INCREASE IN NET
ASSETS.................. 78,316,030 149,107,118
NET ASSETS:
Beginning of year................ 413,633,971 264,526,853
------------------ ------------------
End of year...................... $ 491,950,001 $ 413,633,971
------------------ ------------------
------------------ ------------------

See Notes to Financial Statements.
</TABLE>

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- ----------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------

Contained below is per share operating performance data for a
share of beneficial interest outstanding, total investment
returns, ratios to average net assets and other supplemental
data for each period indicated. This information has been
derived from information provided in the Fund's financial
statements.

For the Year Ended For the Year Ended For the Period Ended
May 31, 1995 May 31, 1994 May 31, 1993 (1)
------------------ ------------------ --------------------
<S> <C> <C> <C>

PER SHARE DATA:

INSTITUTIONAL SHARES:
Net asset value per share, beginning of
period..................................... $ 0.9999 $ 1.0000 $ 1.0000
---------- ---------- ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income........................ 0.0492 0.0302 0.0319
Net realized loss on investments............. (0.0010) (0.0001) --
---------- ---------- ----------
TOTAL INCOME FROM INVESTMENT
OPERATIONS.......................... 0.0482 0.0301 0.0319
Less dividends from net investment income.... (0.0492) (0.0302) (0.0319)
---------- ---------- ----------
Net change in net asset value per share...... (0.0010) (0.0001) --
---------- ---------- ----------
Net asset value per share, end of period..... $ 0.9989 $ 0.9999 $ 1.0000
---------- ---------- ----------
---------- ---------- ----------
TOTAL INVESTMENT RETURN 5.03% 3.06% 3.25%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets...... 0.34% 0.30% 0.02%(2)
Ratio of net investment income to average net
assets..................................... 4.94% 3.02% 3.10%(2)
Decrease reflected in above expense ratios
due to fee waivers and expense
reimbursements............................. 0.07% 0.11% 0.47%(2)
Net Assets, end of period (000's Omitted).... $475,248 $413,634 $264,527

</TABLE>

- ------------------

(1) For the period June 2, 1992 (commencement of operations)
through May 31, 1993.
(2) Annualized.

See Notes to Financial Statements.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- ----------------------------------------------------------------
FINANCIAL HIGHLIGHTS--(CONTINUED)
- ----------------------------------------------------------------

Contained below is per share operating performance data for a
share of beneficial interest outstanding, total investment
return, ratios to average net assets and other supplemental data
for the period indicated. This information has been derived from
information provided in the Fund's financial statements.

For the Period Ended
May 31, 1995(1)
--------------------

<S> <C>
PER SHARE DATA:
SERVICE SHARES:
Net asset value per share, beginning
of period........................... $ 1.0000
--------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income................. 0.0199
Net realized loss on investments...... (0.0011)
--------
TOTAL INCOME FROM INVESTMENT
OPERATIONS................... 0.0188
Less dividends from net investment
income.............................. (0.0199)
--------
Net change in net asset value per
share............................... (0.0011)
--------
Net asset value per share, end of
period.............................. $ 0.9989
--------
--------
TOTAL INVESTMENT RETURN(2) 2.01%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets.............................. 0.57%(3)
Ratio of net investment income to
average net assets.................. 5.48%(3)
Decrease reflected in above expense
ratios due to fee waivers and
expense reimbursements.............. 0.09%(3)
Net Assets, end of period (000's
Omitted)............................ $ 16,702

</TABLE>

- ------------------

(1) For the period January 17, 1995 (initial offering date of
Service Shares) through May 31, 1995.
(2) Not annualized.
(3) Annualized.

See Notes to Financial Statements.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- ----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- ----------------------------------------------------------------
NOTE 1--GENERAL

Prairie Institutional Funds (the 'Fund') is registered under
the Investment Company Act of 1940 (the 'Act') as an open-end
management investment company. At May 31, 1995, the Fund was
comprised of four separate investment portfolios as
follows: Cash Management Fund, Municipal Cash Management Fund,
Treasury Prime Cash Management Fund and U.S. Government
Securities Cash Management Fund. The accompanying financial
statements relate only to the U.S. Government Securities
Cash Management Fund (the 'Portfolio').

At a shareholder meeting of the First Prairie U.S. Treasury
Securities Cash Management Fund (the 'Predecessor Fund') held on
December 21, 1994, the shareholders approved an Agreement and
Plan of Exchange pursuant to which the Predecessor Fund
transferred all of its assets and liabilities to the Portfolio.
In exchange for the assets and liabilities of the Predecessor
Fund, the Portfolio issued Institutional Shares to the
shareholders of the Predecessor Fund equal in value to shares of
the Predecessor Fund held by such shareholders immediately prior
to the exchange. This exchange took place on January 17, 1995
at which time the shareholders of the Predecessor Fund received
431,159,110 Institutional Shares of the Portfolio having a net
asset value of $430,731,675.

In addition to the above described transaction, a new
investment adviser, administrator and distributor were appointed
by the Board of Trustees effective January 17, 1995. On that
date, First Chicago Investment Management Company ('FCIMCO'), a
wholly-owned subsidiary of The First National Bank of Chicago
('First Chicago'), was named investment adviser and
administrator to the Fund. Prior to January 17, 1995, First
Chicago served as investment adviser and The Dreyfus Corporation
('Dreyfus') served as administrator. In addition, on January
17, 1995, Concord Financial Group, Inc. (the 'Distributor'), a
wholly-owned subsidiary of Concord Holding Corporation
('Concord'), was named principal underwriter and distributor of
the Fund's shares. For the period July 1, 1994 through August
24, 1994, Dreyfus Service Corporation (the 'former
Distributor'), a wholly-owned subsidiary of Dreyfus, acted as
principal underwriter and distributor of the Fund's shares.
Effective August 24, 1994, Dreyfus became a direct subsidiary of
Mellon Bank, N.A. As such, effective August 24, 1994,
Premier Mutual Fund Services, Inc. ('Premier'), the ultimate
parent company of which is Boston Institutional Group, Inc.,
became and served as principal underwriter and distributor of
the Fund's shares through January 16, 1995.

On March 29, 1995, a merger agreement was approved by the
shareholders of Concord whereby Concord became BISYS Investment
Services, Inc., a wholly-owned subsidiary of The BISYS Group,
Inc. ('Bisys'). Bisys serves as sub-administrator and
distributor on substantially identical terms as described below
in Note 3.

The Portfolio offers two classes of shares; Institutional
Shares and Service Shares. Institutional Shares and Service
Shares are substantially the same except that Service Shares
bear the fees payable under a Service Plan adopted pursuant to
Rule 12b-1 under the Act at an annual rate of 0.25% of the
average daily net assets of the
outstanding Service Shares.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

It is the policy of the Portfolio to maintain a continuous
net asset value per share of $1.00; the Portfolio has adopted
certain investment portfolio valuation and dividend and
distribution policies to enable it to do so.

(A) Portfolio valuation: Investments are valued at
amortized cost, which has been determined by the Fund's Board of
Trustees to represent the fair value of the Portfolio's
investments.

(C) Dividends to shareholders: It is the policy of the
Portfolio to declare dividends daily from net investment income.
Such dividends are paid monthly. Dividends from net realized
capital gain, if any, are normally declared and paid
annually, but the Portfolio may make distributions on a more
frequent basis to comply with the distribution requirements of
the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers,
it is the policy of the Portfolio not to distribute such gain.

(D) Federal income taxes: It is the policy of the Portfolio
to continue to qualify as a regulated investment company, if
such qualification is in the best interest of its shareholders,
by complying with the provisions available to certain investment
companies, as defined in applicable sections of the Internal
Revenue Code, and to make distributions of taxable income
sufficient to relieve it from all, or substantially all, Federal
income taxes.

The Portfolio has unused capital loss carryovers of
approximately $467,000 available for Federal income tax purposes
to be applied against future net securities gains, if any,
realized subsequent to May 31, 1995. These carryovers
do not include net realized securities losses from November 1,
1994 through May 31, 1995 which are treated, for Federal income
tax purposes, as arising in fiscal 1996. If not applied, these
carryover expires in fiscal 2002.

At May 31, 1995, the cost of the Portfolio's investments for
Federal income tax purposes was substantially the same as the
cost for financial reporting purposes (see Portfolio of
Investments).

NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

(A) The Fund has an Investment Advisory Agreement with
FCIMCO pursuant to which FCIMCO has agreed to provide the
day-to-day management of the Portfolio's investments at an
annual rate of 0.20% of the Portfolio's average daily net
assets.

The Fund has an Administration Agreement with FCIMCO pursuant
to which FCIMCO has agreed to assist in all aspects of the
Portfolio's operations at an annual rate of 0.15% of the
Portfolio's average daily net assets. In addition, FCIMCO
has engaged Concord to assist in providing certain
administrative services to the Portfolio pursuant to a Master
Sub-Administration Agreement between FCIMCO and Concord. FCIMCO
has agreed to pay Concord a fee from its own administration
fee on a monthly basis.

During the period January 17, 1995 through May 31, 1995,
FCIMCO agreed to limit the Portfolio's expenses to an annual
amount not to exceed 0.35% (excluding fees paid under the
Service Plan). FCIMCO waived advisory fees of $157,667 during
this period so that the Portfolio could meet this limitation.

During the period June 1, 1994 through January 17, 1995, the
Portfolio had a management agreement ('Agreement') with First
Chicago pursuant to which the Portfolio agreed to pay management
fees which were computed daily and paid monthly at the annual
rate of 0.35% of the average daily net assets of the
Portfolio. During the same period, First Chicago had engaged
Dreyfus to assist in providing certain administrative services
for the Fund pursuant to a Master Administration Agreement
between First Chicago and Dreyfus. Pursuant to its
agreement with Dreyfus, First Chicago had agreed to pay Dreyfus
a monthly fee at the annual rate of 0.05% of the average daily
net assets of the Portfolio.

First Chicago had undertaken from June 1, 1994 through
January 17, 1995 to reduce the management fee paid by and
reimburse such excess expenses of the Portfolio, to the extent
that the Portfolio's aggregate expenses exceeded 0.35%
of its average daily net assets. The reduction in management
fee, pursuant to the undertakings, amounted to $155,073.

(B) The Fund has adopted a Service Plan (the 'Plan')
pursuant to Rule 12b-1 under the Act. Under the terms of the
Plan, the Portfolio pays the Distributor an annual fee of 0.25%
of the average daily net assets of the outstanding
Service Shares for advertising, marketing and distributing the
Portfolio's Service Shares. For the period January 17, 1995
(initial offering of Service Shares) through May 31, 1995, the
Portfolio paid fees under the Plan in the amount of $4,987, of
which $4,934 was paid to First Chicago and $53 was retained
by the Distributor.

(C) The Portfolio pays each Trustee its allocable share of
the aggregate of a fixed annual fee of $25,000 and an attendance
fee of $1,000 per meeting for all funds in the Prairie Family of
Funds.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- ----------------------------------------------------------------
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
- ----------------------------------------------------------------

SHAREHOLDERS AND BOARD MEMBERS
PRAIRIE INSTITUTIONAL U.S. GOVERNMENT

SECURITIES CASH MANAGEMENT FUND

We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of U.S.
Government Securities Cash Management Fund (a portfolio of
Prairie Institutional Funds) as of May 31, 1995, and the related
statement of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods
indicated therein. These financial statements and financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these
financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation
of securities owned as of May 31, 1995 by correspondence with
the custodian and others. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of U.S. Government Securities
Cash Management Fund at May 31, 1995, the results of its
operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and
the financial highlights for each of the indicated years, in
conformity with generally accepted accounting principles.

Ernst & Young LLP

New York, New York
July 13, 1995

<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
JUNE 30, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

<CAPTION> PRINCIPAL
MATURITY AMOUNT VALUE
DESCRIPTION RATE DATE (000) (NOTE 2(A))
- ------------------------------------------------------------------- ----- --------- --------- ------------
<S> <C> <C> <C> <C>

SHORT-TERM INVESTMENTS--100.6%
U.S. GOVERNMENT AGENCY NOTES--80.7%
Federal Farm Credit Bank, Discount Note.......................... 5.88%* 7/05/1995 $ 10,000 $ 9,993,489
Federal Home Loan Bank, Discount Note............................ 5.98%* 7/11/1995 10,000 9,983,611
Federal Home Loan Bank, Discount Note............................ 5.94%* 7/20/1995 22,125 22,056,572
Federal Home Loan Bank, Discount Note............................ 5.90%* 7/05/1995 12,220 12,212,057
Federal Home Loan Bank, Discount Note............................ 5.85%* 7/07/1995 20,000 19,980,567
Federal Home Loan Bank, Discount Note............................ 5.82%* 8/18/1995 15,000 14,884,400
Federal Home Loan Mortgage Corp., Discount Note.................. 5.99%* 7/12/1995 20,000 19,963,883
Federal Home Loan Mortgage Corp., Discount Note.................. 5.98%* 7/07/1995 25,000 24,975,500
Federal Home Loan Mortgage Corp., Discount Note.................. 5.92%* 7/05/1995 15,000 14,990,200
Federal Home Loan Mortgage Corp., Discount Note.................. 5.92%* 7/20/1995 20,000 19,937,722
Federal Home Loan Mortgage Corp., Discount Note.................. 5.80%* 9/25/1995 20,000 19,726,711
Federal National Mortgage Association, Discount Note............. 5.99%* 7/14/1995 25,000 24,946,736
Federal National Mortgage Association, Discount Note............. 5.98%* 8/02/1995 25,000 24,868,889
Federal National Mortgage Association, Discount Note............. 5.97%* 7/26/1995 20,000 19,918,195
Federal National Mortgage Association, Discount Note............. 5.96%* 7/24/1995 20,000 19,924,994
Federal National Mortgage Association, Discount Note............. 5.92%* 7/10/1995 20,000 19,970,650
Federal National Mortgage Association, Discount Note............. 5.92%* 7/11/1995 20,000 19,967,389
Federal National Mortgage Association, Discount Note............. 5.91%* 7/25/1995 20,000 19,922,000
Federal National Mortgage Association, Discount Note............. 5.90%* 8/11/1995 25,000 24,833,438
Federal National Mortgage Association, Discount Note............. 5.88%* 8/08/1995 20,000 19,876,922
Federal National Mortgage Association, Discount Note............. 5.85%* 8/03/1995 20,000 19,893,483
Federal National Mortgage Association, Discount Note............. 5.84%* 8/23/1995 25,000 24,786,896
------------
TOTAL U.S. GOVERNMENT AGENCY NOTES
(AMORTIZED COST $427,614,304).................................... 427,614,304
------------

See Notes to Financial Statements.
<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS--(CONTINUED)
JUNE 30, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

PRINCIPAL
MATURITY AMOUNT VALUE
DESCRIPTION RATE DATE (000) (NOTE 2(A))
- ------------------------------------------------------------------- ----- --------- --------- ------------
REPURCHASE AGREEMENTS--19.9%

Repurchase agreement with Barclays Bank, dated 6/30/95, with a
maturity value of $30,715,350
(See Footnote A).............................................. 6.00% 7/03/1995 $ 30,700 $ 30,700,000
Repurchase agreement with National Westminster Bank, dated
6/30/95, with a maturity value of $75,038,281
(See Footnote B).............................................. 6.125% 7/03/1995 75,000 75,000,000
------------
TOTAL REPURCHASE AGREEMENTS
(AMORTIZED COST $105,700,000).................................... 105,700,000
------------
TOTAL INVESTMENTS
(AMORTIZED COST $533,314,304)--100.6%............................ 533,314,304
Liabilities in excess of other assets--(0.6)%...................... (3,055,315)
------------
NET ASSETS--100.0%................................................. $530,258,989
------------
------------
</TABLE>

------------------

* Yield at purchase.
Footnote A Collateralized by $30,700,000 U.S. Treasury Bill, due
2/15/96, with a value of $31,028,030.
Footnote B Collateralized by $23,600,000 U.S. Treasury Note,
5.625%, due 6/30/97 and $49,980,000 U.S. Treasury Note,
8.50%, due 4/15/97; with an aggregate value of $76,598,873.

See Notes to Financial Statements.
<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
TREASURY PRIME CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
JUNE 30, 1995 (UNAUDITED)

- --------------------------------------------------------------------------------

PRINCIPAL
MATURITY AMOUNT VALUE
DESCRIPTION RATE DATE (000) (NOTE 2(A))
- -------------------------------------------------------------- ----- --------- --------- ------------
<S> <C> <C> <C> <C>

SHORT-TERM INVESTMENTS--99.2%
U.S. GOVERNMENT OBLIGATIONS--99.2%
U.S. TREASURY BILLS--99.2%
U.S. Treasury Bill.......................................... 5.63%* 7/27/1995 $ 550 $ 547,787
U.S. Treasury Bill.......................................... 5.43%** 8/17/1995 4,600 4,567,949
U.S. Treasury Bill.......................................... 5.40%* 8/10/1995 1,600 1,590,578
U.S. Treasury Bill.......................................... 5.36%* 7/06/1995 5,200 5,196,136
U.S. Treasury Bill.......................................... 5.36%* 8/03/1995 2,680 2,667,078
U.S. Treasury Bill.......................................... 5.31%* 7/13/1995 1,510 1,507,332
------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(AMORTIZED COST $16,076,860)................................ 16,076,860
------------
TOTAL INVESTMENTS (AMORTIZED COST $16,076,860)--99.2% . . 16,076,860
Other assets in excess of liabilities--0.8%................... 129,844
------------
NET ASSETS--100.0%............................................ $ 16,206,704
------------
------------

</TABLE>

- ------------------

* Yield at purchase.
** Average yield of multiple purchases.

See Notes to Financial Statements.
<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

U.S. GOVERNMENT TREASURY PRIME
SECURITIES CASH CASH MANAGEMENT
MANAGEMENT FUND FUND
--------------- ---------------
<S> <C> <C>
ASSETS:
Investments in securities, at value
(amortized cost $427,614,304 and $16,076,860, respectively)............ $ 427,614,304 $16,076,860
Repurchase agreements

(amortized cost $105,700,000 and $0, respectively)..................... 105,700,000 --
Cash...................................................................... -- 111,210
Receivable from adviser................................................... -- 33,002
Interest receivable....................................................... 13,806 --
Deferred organization expenses and other assets........................... 154,404 90,463
--------------- ---------------
Total Assets...................................................... 533,482,514 16,311,535
--------------- ---------------
LIABILITIES:
Advisory fees payable..................................................... 229,838 --
Administration fees payable............................................... 98,706 605
12b-1 fees payable (Service Shares)....................................... 5,944 193
Dividends payable......................................................... 2,531,537 50,350
Bank overdraft............................................................ 193,447 --
Accrued expenses.......................................................... 164,053 53,683
--------------- ---------------
Total Liabilities................................................. 3,223,525 104,831
--------------- ---------------
NET ASSETS.................................................................. $ 530,258,989 $16,206,704
--------------- ---------------
--------------- ---------------
Net Asset Value, Offering Price and Redemption Price per Share:
Institutional Shares:
Net Assets............................................................. $ 509,336,712 $15,127,819
Shares of beneficial interest issued and outstanding, $0.001 par value
per share, unlimited number of shares authorized..................... divided by509,844,938 divided by15,128,113
--------------- ---------------
Net Asset Value per Share.............................................. $ 1.00 $ 1.00
--------------- ---------------
--------------- ---------------
Service Shares:
Net Assets............................................................. $ 20,922,277 $ 1,078,885
Shares of beneficial interest issued and outstanding, $0.001 par value
per share, unlimited number of shares authorized..................... divided by20,943,153 divided by1,078,906
--------------- ---------------
Net Asset Value per Share.............................................. $ 1.00 $ 1.00
--------------- ---------------
--------------- ---------------
COMPOSITION OF NET ASSETS:
Shares of beneficial interest, at par..................................... $ 530,788 $ 16,207
Additional Paid-in capital................................................ 530,257,303 16,190,812
Accumulated net realized losses........................................... (529,102) (315)
--------------- ---------------
NET ASSETS.................................................................. $ 530,258,989 $16,206,704
--------------- ---------------
--------------- ---------------

</TABLE>

See Notes to Financial Statements.
<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS

FOR THE PERIOD ENDED JUNE 30, 1995 (UNAUDITED)
- --------------------------------------------------------------------------------

U.S. GOVERNMENT TREASURY PRIME
SECURITIES CASH CASH MANAGEMENT
MANAGEMENT FUND(1) FUND(2)
------------------ ---------------
<C> <C> <C>
INVESTMENT INCOME:
Interest Income.................... $2,696,274 $ 294,729
------------------ ---------------
Expenses:
Advisory fees.................... 89,491 10,448
Administration fees.............. 67,118 7,836
12b-1 fees (Service Shares)...... 3,897 534
Registration fees................ 12,710 2,510
Custodian fees and expenses...... 7,993 15,737
Audit fees....................... 2,460 11,009
Transfer agent fees and
expenses...................... 1,740 5,858
Legal fees....................... 1,680 633
Reports to shareholders.......... 1,470 6,165
Amortization of organization
expenses...................... 1,315 3,130
Trustees' fees................... 150 505
Miscellaneous expenses........... 4,683 2,796
------------------ ---------------
194,707 67,161
Less: Fee waivers and expense
reimbursements................ (33,372) (48,342)
------------------ ---------------
161,335 18,819
------------------ ---------------
NET INVESTMENT INCOME....... 2,534,939 275,910
REALIZED LOSS ON INVESTMENTS:
Net realized loss on
investments................... -- (315)
------------------ ---------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS........ $2,534,939 $ 275,595
------------------ ---------------
------------------ ---------------

</TABLE>

- ------------------

(1) For the period June 1, 1995 through June 30, 1995.
(2) For the period March 22, 1995 (commencement of operations)
through June 30,
1995.

See Notes to Financial Statements.
<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<CAPTION>

FOR THE PERIOD ENDED
JUNE 30, 1995(1) FOR THE YEAR ENDED
(UNAUDITED) MAY 31, 1995
-------------------- ------------------
<S> <C> <C>
INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS:
Net investment income............ $ 2,534,939 $ 23,569,569
Net realized loss on
investments................... -- (482,586)
-------------------- ------------------
NET INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS............... 2,534,939 23,086,983
-------------------- ------------------
DIVIDENDS TO SHAREHOLDERS FROM NET
INVESTMENT INCOME:
Institutional Shares.......... (2,450,348) (23,456,426)
Service Shares................ (84,591) (113,143)
-------------------- ------------------
TOTAL DIVIDENDS TO
SHAREHOLDERS............. (2,534,939) (23,569,569)
-------------------- ------------------
FUND SHARE TRANSACTIONS (AT $1.00
PER SHARE):
Net proceeds from shares sold:
Institutional Shares.......... 194,892,248 3,256,766,429
Service Shares................ 9,177,380 27,248,728
Dividends reinvested:
Institutional Shares.......... -- 1,824,654
Service Shares................ -- 251
Cost of shares redeemed:
Institutional Shares.......... (160,806,575) (3,196,512,306)
Service Shares................ (4,954,065) (10,529,140)
-------------------- ------------------
NET INCREASE IN NET ASSETS
FROM FUND SHARE
TRANSACTIONS............. 38,308,988 78,798,616
-------------------- ------------------
TOTAL INCREASE IN NET
ASSETS................. 38,308,988 78,316,030
NET ASSETS:
Beginning of Period.............. 491,950,001 413,633,971
-------------------- ------------------
End of Period.................... $ 530,258,989 $ 491,950,001
-------------------- ------------------

-------------------- ------------------

</TABLE>

- ------------------

(1) For the period June 1, 1995 through June 30, 1995.

See Notes to Financial Statements.
<PAGE>

<TABLE>

PRAIRIE INSTITUTIONAL FUNDS
TREASURY PRIME CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

FOR THE PERIOD ENDED
JUNE 30, 1995(1)
(UNAUDITED)
--------------------
<S> <C>
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income..................................................................... $ 275,910
Net realized loss on investments.......................................................... (315)
--------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.............................. 275,595
--------------------

DIVIDENDS TO SHAREHOLDERS FROM NET INVESTMENT INCOME:
Institutional Shares................................................................... (265,176)
Service Shares......................................................................... (10,734)
--------------------
TOTAL DIVIDENDS TO SHAREHOLDERS................................................... (275,910)
--------------------

FUND SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Net proceeds from shares sold:
Institutional Shares................................................................... 88,424,685
Service Shares......................................................................... 4,339,531
Dividends reinvested:
Institutional Shares................................................................... 205,840
Service Shares......................................................................... 615
Cost of shares redeemed:
Institutional Shares................................................................... (73,527,410)
Service Shares......................................................................... (3,273,741)
--------------------
NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS.............................. 16,169,520
--------------------
TOTAL INCREASE IN NET ASSETS...................................................... 16,169,205
NET ASSETS:
Beginning of period....................................................................... 37,499
--------------------
End of period............................................................................. $ 16,206,704

--------------------
--------------------
</TABLE>

(1) For the period March 22, 1995 (commencement of operations)
through June 30, 1995.

See Notes to Financial Statements.
<PAGE>

FOR THE PERIOD ENDED FOR THE YEAR ENDED
JUNE 30, 1995(1) --------------------------- FOR THE PERIOD ENDED
(UNAUDITED) MAY 31, 1995 MAY 31, 1994 MAY 31, 1993(2)
-------------------- ------------ ------------ --------------------
<S> <C> <C> <C> <C>

PER SHARE DATA:
INSTITUTIONAL SHARES:
Net asset value per share, beginning of
period.................................. $ 0.9989 $ 0.9999 $ 1.0000 $ 1.0000
----------- ------------ ------------ -----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income................... 0.0047 0.0492 0.0302 0.0319
Net realized gain (loss) on
investments........................... 0.0001 (0.0010) (0.0001) --
----------- ------------ ------------ -----------
TOTAL INCOME FROM INVESTMENT
OPERATIONS....................... 0.0048 0.0482 0.0301 0.0319
Less: Dividends from net investment
income.................................. (0.0047) (0.0492) (0.0302) (0.0319)
----------- ------------ ------------ -----------
Net change in net asset value per
share................................... 0.0001 (0.0010) (0.0001) --
----------- ------------ ------------ -----------
Net asset value per share,
end of period........................... $ 0.9990 $ 0.9989 $ 0.9999 $ 1.0000
----------- ------------ ------------ -----------
----------- ------------ ------------ -----------
TOTAL INVESTMENT RETURN 0.47%(3) 5.03% 3.06% 3.25%(4)
RATIOS/SUPPLEMENTAL DATA:

Ratio of expenses to average net assets.... 0.35%(4) 0.34% 0.30% 0.02%(4)
Ratio of net investment income to average
net assets.............................. 5.67%(4) 4.94% 3.02% 3.10%(4)
Decrease reflected in above expense ratios
due to fee waivers and expense
reimbursements.......................... 0.07%(4) 0.07% 0.11% 0.47%(4)
Net Assets, end of period
(000's omitted)......................... $509,337 $475,248 $413,634 $264,527

</TABLE>

- ------------------

(1) For the period June 1, 1995 through June 30, 1995. Effective
June 1, 1995, the Portfolio changed its fiscal year end from May
31 to December 31.
(2) For the period June 2, 1992 (commencement of operations)
through May 31, 1993.
(3) Not annualized.
(4) Annualized.

See Notes to Financial Statements.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
U.S. GOVERNMENT SECURITIES CASH MANAGEMENT FUND
- ----------------------------------------------------------------
FINANCIAL HIGHLIGHTS--(CONTINUED)

Contained below is per share operating performance data for
a Service Share of beneficial interest outstanding, total
investment returns, ratios to average net assets and other
supplemental data for each period indicated. This information
has been derived from information provided in the Portfolio's
financial statements.

FOR THE PERIOD ENDED
JUNE 30, 1995(1) FOR THE PERIOD ENDED
(UNAUDITED) MAY 31, 1995(2)
-------------------- --------------------
<S> <C> <C>

PER SHARE DATA:
SERVICE SHARES:
Net asset value per share, beginning of period........................ $ 0.9989 $ 1.0000
---------- ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income............................................ 0.0045 0.0199
Net realized gain (loss) on investments.......................... 0.0001 (0.0011)
---------- ----------
TOTAL INCOME FROM INVESTMENT OPERATIONS....................... 0.0046 0.0188
Less: Dividends from net investment income............................ (0.0045) (0.0199)
---------- ----------
Net change in net asset value per share............................... 0.0001 (0.0011)
---------- ----------

Net asset value per share, end of period.............................. $ 0.9990 $ 0.9989
---------- ----------
---------- ----------
TOTAL INVESTMENT RETURN(3) 0.45% 2.01%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets............................... 0.60%(4) 0.57%(4)
Ratio of net investment income to average net assets.................. 5.42%(4) 5.48%(4)
Decrease reflected in above expense ratios due to
fee waivers and expense reimbursements............................. 0.07%(4) 0.09%(4)
Net Assets, end of period (000's omitted)............................. $ 20,922 $ 16,702

</TABLE>

- ------------------

(1) For the period June 1, 1995 through June 30, 1995. Effective
June 1, 1995, the Portfolio changed its fiscal year end from May
31 to December 31.
(2) For the period January 17, 1995 (initial offering date of
Service Shares) through May 31, 1995.
(3) Not annualized.
(4) Annualized.

See Notes to Financial Statements.
<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
TREASURY PRIME CASH MANAGEMENT FUND
- ----------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------

Contained below is per share operating performance data for
an Institutional Share of beneficial interest outstanding, total
investment return, ratios to average net assets and other
supplemental data for the period indicated. This information has
been derived from information provided in the Portfolio's
financial statements.

FOR THE PERIOD ENDED
JUNE 30, 1995(1)
(UNAUDITED)
--------------------
<S> <C>
PER SHARE DATA:
INSTITUTIONAL SHARES:
Net asset value per share, beginning of period............................................ $ 1.0000
-----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income.................................................................. 0.0146
Less: Dividends from net investment income................................................ (0.0146)
-----------
Net change in net asset value per share................................................... --
-----------
Net asset value per share, end of period.................................................. $ 1.0000

-----------
-----------
TOTAL INVESTMENT RETURN(2) 1.47%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................................... 0.35%(3)
Ratio of net investment income to average net assets...................................... 5.29%(3)
Decrease reflected in above expense ratios due to fee waivers and
expense reimbursements................................................................. 0.93%(3)
Net Assets, end of period (000's omitted)................................................. $ 15,128

</TABLE>

- ------------------

(1) For the period March 22, 1995 (commencement of operations)
through June 30, 1995.
(2) Not annualized.
(3) Annualized.

See Notes to Financial Statements.
<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
TREASURY PRIME CASH MANAGEMENT FUND
- ----------------------------------------------------------------
FINANCIAL HIGHLIGHTS--(CONTINUED)
- ----------------------------------------------------------------

FOR THE PERIOD ENDED
JUNE 30, 1995(1)
(UNAUDITED)
--------------------
<S> <C>
PER SHARE DATA:
SERVICE SHARES:
Net asset value per share, beginning of period............................................ $ 1.0000
----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income................................................................ 0.0139
Less: Dividends from net investment income................................................ (0.0139)
----------
Net change in net asset value per share................................................... --
----------
Net asset value per share, end of period.................................................. $ 1.0000
----------
----------
TOTAL INVESTMENT RETURN(2) 1.40%

RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets................................................... 0.60%(3)
Ratio of net investment income to average net assets...................................... 5.03%(3)
Decrease reflected in above expense ratios due to fee waivers and
expense reimbursements................................................................. 0.92%(3)
Net Assets, end of period (000's omitted)................................................. $ 1,079

</TABLE>

- ------------------

(1) For the period March 22, 1995 (commencement of operations)
through June 30, 1995.
(2) Not annualized.
(3) Annualized.

See Notes to Financial Statements.

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
- ----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- ----------------------------------------------------------------
NOTE 1--GENERAL

At a shareholder meeting of the First Prairie U.S. Treasury
Securities Cash Management Fund (the 'Predecessor Fund') held on
December 21, 1994, the shareholders approved an Agreement and
Plan of Exchange pursuant to which the Predecessor Fund
transferred all of its assets and liabilities to the U.S.
Government Securities Cash Management Fund. In exchange for the
assets and liabilities, the U.S. Government Securities Cash
Management Fund issued Institutional Shares to the shareholders
of the Predecessor Fund equal in value to shares held by such
shareholders immediately prior to the exchange. This
exchange took place on January 17, 1995 at which time the
shareholders of the Predecessor Fund received 431,159,110
Institutional Shares of the U.S. Government Securities Cash
Management Fund having a net asset value of $430,731,675.

In addition to the above described transaction, a new
investment adviser, administrator and distributor were appointed
by the Board of Trustees effective January 17, 1995. On that
date, First Chicago Investment Management Company ('FCIMCO'), a
wholly-owned subsidiary of The First National Bank of Chicago
('First Chicago'), was named investment adviser and
administrator to the Fund. Prior to January 17, 1995, First
Chicago served as investment adviser and The Dreyfus Corporation
('Dreyfus') served as administrator. In addition, on January
17, 1995, Concord Financial Group, Inc. (the 'Distributor'), a
wholly-owned subsidiary of Concord Holding Corporation
('Concord'), was named principal underwriter and distributor of
the Fund's shares. For the period July 1, 1994 through August
24, 1994, Dreyfus Service Corporation (the 'former
Distributor'), a wholly-owned subsidiary of Dreyfus, acted as
principal underwriter and distributor of the Fund's shares.
Effective August 24, 1994, Dreyfus became a direct subsidiary of
Mellon Bank, N.A. As such, effective August 24, 1994,
Premier Mutual Fund Services, Inc. ('Premier'), whose ultimate
parent company is Boston Institutional Group, Inc., became and
served as principal underwriter and distributor of the Fund's
shares through January 16, 1995.

The Portfolios each offer two classes of shares,
Institutional Shares and Service Shares. Institutional Shares
and Service Shares are substantially the same except that
Service Shares bear the fees payable under a Service Plan
adopted pursuant to Rule 12b-1 under the Act (the 'Service
Plan') at an annual rate of 0.25% of the average daily net asset
value of the outstanding Service Shares.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

It is the policy of each Portfolio to maintain a continuous
net asset value per share of $1.00; each Portfolio has adopted
certain investment, portfolio valuation and dividend and
distribution policies to enable it to do so.

(A) Portfolio valuation: Investments are valued at
amortized cost, which has been determined by the Fund's Board of
Trustees to represent the fair value of each Portfolio's
investments.

The U.S. Government Securities Cash Management Fund may
enter into repurchase agreements with financial institutions,
deemed to be creditworthy by FCIMCO, subject to the seller's
agreement to repurchase and the Portfolio's agreement to resell
such securities at a mutually agreed upon price. Securities
purchased subject to repurchase agreements are deposited with
the Fund's custodian and, pursuant to the terms of the
repurchase agreement, must have an an aggregate market value
greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying
securities falls below the value of the repurchase price plus
accrued interest, the U.S. Government Securities Cash Management
Fund will require the seller to deposit additional collateral by
the next business day. If the request for additional collateral
is not met, or the seller defaults on its repurchase obligation,
the Portfolio maintains the right to sell the underlying
securities at market value and may claim any resulting loss
against the seller.

(C) Dividends to shareholders: It is the policy of each
Portfolio to declare dividends daily from net investment income.
Such dividends are paid monthly. Distributions from net realized
capital gain, if any, are normally declared and paid annually,
but each Portfolio may make distributions on a more frequent
basis to comply with the distribution requirements of the
Internal Revenue Code (the 'Code'). To the extent that net
realized capital gain can be offset by capital loss carryovers,
it is the policy of each Portfolio not to distribute such gain.

(D) Federal income taxes: It is the policy of each
Portfolio to continue to qualify as a regulated investment
company, if such qualification is in the best interest of its
shareholders, by complying with the provisions available to
certain investment companies, as defined in applicable sections
of the Code, and to make distributions of taxable income
sufficient to relieve it from all, or substantially all, Federal
income taxes.

The U.S. Government Securities Cash Management Fund has
unused capital loss carryovers of approximately $467,000, which
are available for Federal income tax purposes to be applied
against future net securities profits, if any, realized
subsequent to May 31, 1995. These carryovers do not include net
realized securities losses from November 1, 1994 through May 31,
1995 which are treated, for Federal income tax purposes, as
arising in fiscal 1996. If not applied, these carryover expires
in fiscal 2003.

At June 30, 1995, the cost of each Portfolio's investments
for Federal income tax purposes was substantially the same as
the cost for financial reporting purposes (see Portfolio of
Investments).

NOTE 3--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

(A) The Fund has an Investment Advisory Agreement with
FCIMCO pursuant to which FCIMCO has agreed to provide the
day-to-day management of each of the Portfolio's investments for
an advisory fee at an annual rate of 0.20% of each Portfolio's
average daily net assets.

The Fund has an Administration Agreement with FCIMCO
pursuant to which FCIMCO has agreed to assist in all aspects of
each Portfolio's operations for an administration fee at an
annual rate of 0.15% of each Portfolio's average daily
net assets. In addition, FCIMCO has engaged Concord to assist in
providing certain administrative services to each Portfolio
pursuant to a Master Sub-Administration Agreement between FCIMCO
and Concord. FCIMCO has agreed to pay Concord a fee from its own
administration fee on a monthly basis.

For the period June 1, 1995 through June 30, 1995 for the
U.S. Government Securities Cash Management Fund and for the
period March 22, 1995 (commencement of operations) through June
30, 1995 for the Treasury Prime Cash Management Fund, FCIMCO
agreed to limit each Portfolio's expenses to an annual amount
not to exceed 0.35% (excluding fees paid under the Service
Plan). In order that the U.S. Government Securities Cash
Management Fund could meet this limitation, FCIMCO waived
advisory fees of $33,372. In order that the Treasury Prime Cash
Management Fund could meet this limitation, FCIMCO waived
advisory fees of $10,448, administration fees of $4,892 and has
agreed to reimburse expenses of $33,002.

(B) Under the terms of the Service Plan, each Portfolio
pays the Distributor an annual fee of 0.25% of the average daily
net assets of the outstanding Service Shares for advertising,
marketing and distributing each Portfolio's Service Shares and
for the provision of certain services to the holders of Service
Shares. The Distributor may make payments to others,
including FCIMCO, First Chicago and their affiliates, for the
provision of these services. For the period June 1, 1995 through
June 30, 1995, the U.S. Government Securities Cash Management
Fund paid fees under the Service Plan in the amount
of $3,897. For the period March 22, 1995 (commencement of
operations) through June 30, 1995, the Treasury Prime Cash
Management Fund paid fees under the Service Plan in the amount
of $534. Of these amounts, the following was paid to
the Distributor and FCIMCO and its affiliates:

AMOUNT PAID TO AMOUNT PAID TO
THE FCIMCO
DISTRIBUTOR AND ITS AFFILIATES
-------------- ------------------
<S> <C> <C>
U.S. Government Securities Cash Management Fund......................... $3 $3,894
Treasury Prime Cash Management Fund..................................... 9 525

</TABLE>

(C) The Porfolios pay each Trustee a pro-rata share of the
aggregate fixed annual fee of $25,000 and an attendance fee of
$1,000 per meeting for all of the funds in the Prairie Family of
Funds.

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information.
Included in Part B of the Registration Statement:
Statements of Investments.
Statements of Assets and Liabilities.
Statements of Operations.
Statements of Changes in Net Assets.
Notes to Financial Statements.
Reports of Ernst & Young LLP, Independent
Auditors.

(b) Exhibits:

(1) Amended and Restated Agreement and
Declaration of Trust is incorporated by
reference to Exhibit (1) of Pre-Effective
Amendment No. 1 to the Registration
Statement on Form N-11A, filed on November
21, 1994.

(2) By-Laws are incorporated by reference to
Exhibit (2) of Pre-Effective Amendment No.
1 to the Registration Statement on Form
N-1A, filed on November 21, 1994.

(5) Investment Advisory Agreement is
incorporated by reference to Exhibit (5) of
Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed
on May 30, 1995.

(6) Distribution Agreement is incorporated by
reference to Exhibit (6) of Post-Effective
Amendment No. 1 to the Registration
Statement on Form N-1A, filed on May 30,
1995.

(8) Custody Agreement is incorporated by
reference to Exhibit (8) of Post-Effective
Amendment No. 1 to the Registration
Statement on Form N-1A, filed on May 30,
1995.

(9)(a) Administration Agreement is incorporated by
reference to Exhibit (9)(a) of Post-
Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed
on May 30, 1995.

(9)(b) Master Sub-Administration Agreement is
incorporated by reference to Exhibit (9)(b)
of Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed
on May 30, 1995.

(10) Opinion (including consent) of Stroock &
Stroock & Lavan is incorporated by
reference to Exhibit (10) of Pre-Effective
Amendment No. 1 to the Registration
Statement on Form N-1A, filed on November
21, 1994.

(11) Consent of Independent Auditors.

(15) Service Plan is incorporated by reference
to Exhibit (15) of Pre-Effective Amendment
No. 1 to the Registration Statement on Form
N-1A, filed on November 21, 1994.

(16) Yield Computation Schedule is incorporated
by reference to Exhibit (16) of Post-
Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed
on May 30, 1995.

(17) Financial Data Schedule is incorporated by
reference to Exhibit (17) of Post-Effective
Amendment No. 1 to the Registration
Statement on Form N-1A, filed on May 30,
1995.

(18) Rule 18f-3 Plan is incorporated by
reference to Exhibit (18) of Post-Effective
Amendment No. 1 to the Registration
Statement on Form N-1A, filed on May 30,
1995.

Other Exhibit:
Secretary's Certificate is incorporated by
reference to Other Exhibit of Pre-Effective
Amendment No. 1 to the Registration
Statement on Form N-1A, filed on
November 21, 1994.

Item 25. Persons Controlled by or Under Common Control with
Registrant

Not applicable.

Item 26. Number of Holders of Securities

(1) (2)
Number of Record
Holders
Title of Class as of September 15, 1995

Shares of beneficial interest,
par value $.001 per share

Cash Management Fund
Institutional Shares 15
Service Shares 2

Municipal Cash Management Fund
Institutional Shares 1
Service Shares 1

Treasury Prime Cash Management
Fund
Institutional Shares 6
Service Shares 3

U.S. Government Securities Cash
Management Fund
Institutional Shares 11
Service Shares 2

Item 27. Indemnification

Reference is made to Article EIGHTH of the Registrant's
Amended and Restated Declaration of Trust incorporated by
reference to Exhibit 1. The application of these provisions is
limited by Article 10 of the Registrant's By-Laws incorporated
by reference to Exhibit 2 and by the following undertaking set
forth in the rules promulgated by the Securities and Exchange
Commission:

Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may
be permitted to trustees, officers and
controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the
registrant has been advised that in the
opinion of the Securities and Exchange Commis-
sion such indemnification is against public
policy as expressed in such Act and is,
therefore, unenforceable. In the event that a
claim for indemnification against such
liabilities (other than the payment by the
registrant of expenses incurred or paid by a
trustee, officer or controlling person of the
registrant in the successful defense of any
action, suit or proceeding) is asserted by
such trustee, officer or controlling person in
connection with the securities being
registered, the registrant will, unless in the
opinion of its counsel the matter has been
settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
whether such indemnification by it is against
public policy as expressed in such Act and
will be governed by the final adjudication of
such issue.

Reference also is made to the Distribution Agreement
previously filed as Exhibit 6.

Item 28. Business and Other Connections of Investment Adviser

Registrant is fulfilling the requirement of this
Item 28 to provide a list of the officers and directors of First
Chicago Investment Management Company (the "Investment
Adviser"), together with information as to any other business,
profession, vocation or employment of a substantial nature
engaged in by the Investment Adviser or those of its officers
and directors during the past two years, by incorporating by
reference the information contained in the Form ADV filed with
the SEC pursuant to the Investment Advisers Act of 1940 by the
Investment Adviser (SEC File No. 801-47947).

Item 29. Principal Underwriters

(a) Other investment companies for which Registrant's
principal underwriter (exclusive distributor) acts as principal
underwriter or exclusive distributor:

The Infinity Mutual Funds, Inc.
Pacific Horizon Funds, Inc.
Prairie Funds
Prairie Municipal Bond Fund, Inc.
Prairie Intermediate Bond Fund

(b) The information required by this Item 29(b)
regarding each director or officer of Concord Financial Group,
Inc. is incorporated by reference to Schedule A of Form BD filed
by Concord Financial Group, Inc. pursuant to the Securities
Exchange Act of 1934 (SEC File No. 8-37601).

Item 30. Location of Accounts and Records

1. First Chicago Investment Management Company
Three First National Plaza
Chicago, Illinois 60670

2. Concord Financial Group, Inc.
125 West 55th Street
11th Floor
New York, New York 10019

3. BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

Item 31. Management Services
Not Applicable

Item 32. Undertakings

Registrant hereby undertakes

to call a meeting of shareholders for the purpose of
voting upon the question of removal of a trustee or
trustees when requested in writing to do so by the
holders of at least 10% of the Registrant's outstand-
ing shares of beneficial interest and in connection
with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
certifies that it meets all of the requirements for
effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in this
City of New York, and State of New York, on the 27th day of
September, 1995.

PRAIRIE INSTITUTIONAL FUNDS

BY:/s/ Mark A. Dillon*
Mark A. Dillon, President

Pursuant to the requirements of the Securities Act of
1933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.

Signatures Title Date

/s/Mark A. Dillon* President September 27, 1995
Mark A. Dillon (Principal
Executive Officer)

/s/ Martin R. Dean* Treasurer September 27, 1995
Martin R. Dean (Principal Financial
and Accounting
Officer)

/s/ John P. Gould* Trustee September 27, 1995
John P. Gould

/s/ Marilyn McCoy* Trustee September 27, 1995
Marilyn McCoy

/s/ Raymond D. Oddi* Trustee September 27, 1995
Raymond D. Oddi

*By: /s/ Ann E. Bergin September 27, 1995
Ann E. Bergin, As
Attorney-in-fact

<PAGE>

PRAIRIE INSTITUTIONAL FUNDS
Post-Effective Amendment No. 2 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940

EXHIBITS

<PAGE>

INDEX TO EXHIBITS

Page

(11) Consent of Independent Auditors. . . . . . . . . . . .

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions
"Condensed Financial Information" in the Prospectus and the
Supplement to Prospectus and "Counsel and Independent Auditors"
in the Statement of
Additional Information and to the use of our reports on Prairie
Institutional Funds, Prairie Institutional - U.S. Government
Securities Cash Management Fund and Prairie Institutional - Cash
Management Fund dated November 16, 1994, July 13, 1995 and
August 8, 1995, respectively, in this Registration Statement of
Prairie Institutional Funds (Form N-1A No. 33-56247).

ERNST & YOUNG LLP

New York, New York
September 25, 1995