FILED PURSUANT TO RULE 497(e)
REGISTRATION FILE NO. 33-46403
November 7, 1994
FIRST PRAIRIE U.S. GOVERNMENT INCOME FUND
INTERMEDIATE SERIES
Supplement to Prospectus Dated May 18, 1994
The Fund's Board has approved, subject to shareholder
approval, (i) the deletion of the fundamental policy requiring
the Series to invest at least 65% of its total assets in U.S.
Government Securities and (ii) changing the Series'
classification
from a diversified to a non-diversified investment company. If
these changes are approved by shareholders, the Series intends to
invest at least 65% of its total assets in a portfolio of U.S.
dollar denominated fixed-income securities of domestic and
foreign
issuers ("Fixed Income Securities") rated A or better. The
Series
would invest the remainder of its assets in U.S. dollar
denominated
investment-grade Fixed Income Securities. The dollar-weighted
average maturity of the Series' portfolio would continue to range
between three and ten years. In addition, if these changes are
approved by shareholders, the Fund's Board intends to change the
Fund's name to Prairie Intermediate Bond Fund.
A meeting of shareholders to consider these changes is
scheduled to be held on or about January 15, 1995. A Proxy
Statement providing further information regarding the proposed
changes will be mailed prior to the shareholders' meeting to
shareholders of record as of December 5, 1994.
