<PAGE> 1
Prairie Municipal Bond Fund, Inc.
125 West 55th Street
New York, New York 10019
Via EDGAR
March 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W
Washington, D.C. 20549
Re Rule 24f-2 Notice for the former Intermediate Series of Prairie Municipal
Bond Fund, Inc. File Nos. 33-18954; 811-5414
(formerly, First Prairie Tax Exempt Bond Fund, Inc. -- Intermediate Series)
Ladies & Gentlemen:
This notice is filed on behalf of the former Intermediate Series
(the "Series") of Prairie Municipal Bond Fund, Inc. (the "Fund") pursuant to
Rule 24f-2 under the Investment Company Act of 1940. On January 27, 1995, the
Series transferred its assets to another investment company; consequently,
January 27, 1995 is deemed to be the Series' fiscal year-end for purposes of
this filing.
1. Fiscal period for which this Notice is filed: March 1, 1994
through January 27, 1995 (the transfer date of the Series' assets to Prairie
Funds.)
2. Number of Series shares registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 which remained unsold on March 1, 1994:
0
3. Number of Series shares registered under the Securities Act of 1933 for
the period ended January 27, 1995 other than pursuant to Rule 24f-2:
0
4. Total number of Series shares sold during the period ended January 27,
1995: 86,785.978
5. Total number of Series shares sold* for the period ended January 27,
1995 in reliance upon Rule 24f-2:
86,785.978
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* CALCULATION OF FEE
<TABLE>
<CAPTION>
SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Shares sold: 86,785.978 $1,013,577.01
Shares redeemed: 585,374.858 $6,781,969.10
Net of Sales for calculation of Fee: (498,588.880) ($5,768,392.09)
Fee at 1/29 of 1% = 0
</TABLE>
Also transmitted herewith is the required Opinion of Counsel.
Very truly yours,
/s/ Domenick Pugliese
Secretary
cc: D. Stephens (Stroock & Stroock & Lavan)
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[STROOK & STROOK & LAVAN LETTERHEAD]
March 24, 1995
Prairie Municipal Bond Fund, Inc.
c/o Concord Financial Group, Inc.
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your corporation (the "Company"). This letter is in
response to your request for our opinion in connection with the filing by you
on behalf of your former Intermediate Series (the "Series") of a "Rule 24f-2
Notice" pursuant to Rule 24f-2 promulgated under the Investment Company Act of
1940, as amended. In such notice you have reported the sale by the Series
during the period from March 1, 1994 through January 27, 1995 (the date the
Series transferred all its assets to another investment company) of an
aggregate of 86,785.978 shares of the Series (the "Shares").
We have acted as counsel to the Company since its organization and in
connection with the filing by the Company of a registration statement, and
amendments thereto, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. In so acting, we have examined a copy of
the Charter and By-Laws of the Company, the Rule 24f-2 Notice, the original or
reproduced or certified copies of all such records of the Company, agreements,
certificates of officers and representatives of the Company and others, and
such other documents, papers, statutes and authorities as we deemed necessary
to form a basis for the opinion hereinafter expressed. As to matters of fact
relevant to such opinion, we have relied upon the Rule 24f-2 Notice and
statements and certificates of officers and representatives of the Company and
others. We have assumed the genuineness of all signatures and the conformity
to the original documents of the copies of documents supplied to us as
originals or reproduced copies.
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Prairie Municipal Bond Fund, Inc.
March 24, 1995
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN
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STROOCK & STROOCK & LAVAN
