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Prairie Intermediate Bond Fund
125 West 55th Street
New York, New York 10019
Via EDGAR
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March 29, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Prairie Intermediate Bond Fund
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FILE NOS. 33-46403 ; 811-6595
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(formerly, First Prairie U.S. Government Income Fund -- Intermediate Series)
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Ladies & Gentlemen:
This notice is filed on behalf of the Prairie Intermediate Bond Fund
(the "Fund") pursuant to Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal period for which this Notice is filed : February 1, 1994
through January 31, 1995
2. Number of shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 which remained unsold on February 1, 1994: 0
3. Number of shares registered under the Securities Act of 1933 for
the period ended January 31, 1995 other than pursuant to Rule 24f-2: 0
4. Total number of shares sold during the period ended January 31,
1995: 1,003,982.909
5. Total number of shares sold* for the period ended January 31, 1995
in reliance upon Rule 24f-2: 1,003,982.909
__________
*CALCULATION OF FEE
<TABLE>
<CAPTION>
SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Shares sold: 1,003,982.909 $7,682,911.92
Shares redeemed: 701,212.838 $5,345,717.71
Net of Sales for calculation of Fee: 302,770.071 $2,337,194.21
Fee at 1/29 of 1% = $805.93
</TABLE>
The Registration Fee of $805.93 has been wired to the Securities and Exchange
Commission's account at Mellon Bank.
Also transmitted herewith is the required Opinion of Counsel.
Very truly yours,
/s/ Domenick Pugliese
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Domenick Pugliese
Secretary
cc: D. Stephens (Stroock & Stroock & Lavan)
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EXHIBIT INDEX
Exhibit No. Description Page No.
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Ex-99.5 Opinion of Stroock & Stroock & Lavan
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[Stroock & Stroock & Lavan Letterhead]
March 28, 1995
Prairie Intermediate Bond Fund
c/o Concord Financial Group, Inc.
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter is in response
to your request for our opinion in connection with the filing by you of a "Rule
24f-2 Notice" pursuant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended. In such notice you have reported the sale during the
fiscal year ended January 31, 1995 of an aggregate of 1,003,982.909 of your
shares (the "Shares").
We have acted as counsel to the Fund since its organization and in connection
with the filing by the Fund 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 Fund's charter documents,
the Rule 24f-2 Notice, the original or reproduced or certified copies of all
such records of the Fund, agreements, certificates of officers and
representatives of the Fund 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 Fund 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.
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable by the
Fund.
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, as amended, or the rules and regulations of the
Securities
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and Exchange Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN
STROOCK & STROOCK & LAVAN
