<PAGE> 1
Prairie Funds
125 West 55th Street, 11th Floor
New York, N.Y. 10019
Via EDGAR
February 28, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: RULE 24F-2 NOTICE FOR PRAIRIE FUNDS
Bond Fund
Equity Income Fund
Growth Fund
International Bond Fund
International Equity Fund
Managed Assets Fund
Special Opportunities Fund
File Nos. 33-56217
811-07231
Ladies & Gentlemen:
This notice is filed on behalf of Prairie Funds, a multi-series
open-end investment company, with respect to Bond Fund, Equity Income Fund,
Growth Fund, International Bond Fund, International Equity Fund, Managed Assets
Fund and Special Opportunities Fund (each, a "Fund") pursuant to Rule 24f-2
under the Investment Company Act of 1940.
The following information is funished:
1. Fiscal period for each Fund for which this notice is filed: December
17, 1994 (commencement of operations) through December 31, 1994 (fiscal year end
for each Fund).
2. Number of shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 which remained unsold at January 1, 1995, the
beginning of each Fund's current fiscal year:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Bond Fund 0
Equity Income Fund 0
Growth Fund 0
International Bond Fund 0
International Equity Fund 0
Managed Assets Fund 0
Special Opportunities Fund 0
- - - - --------------------------------------------------------
TOTAL 0
</TABLE>
<PAGE> 2
February 28, 1995
Prairie Funds 24f-2 Notice
Page 2
3. Number of shares registered under the Securities Act of 1933 during the
fiscal year ended December 31, 1994 other than pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Bond Fund 0
Equity Income Fund 0
Growth Fund 0
International Bond Fund 0
International Equity Fund 0
Managed Assets Fund 0
Special Opportunities Fund 0
- - - - --------------------------------------------------------
TOTAL 0
</TABLE>
4. Total number of shares sold during the fiscal year ended December 31,
1994:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Bond Fund 1,110
Equity Income Fund 1,110
Growth Fund 1,110
International Bond Fund 1,110
International Equity Fund 1,110
Managed Assets Fund 1,110
Special Opportunities Fund 1,110
- - - - ----------------------------------------------------------
TOTAL 7,770
</TABLE>
5. Total number of shares sold* during the fiscal year ended December 31,
1994 in reliance upon Rule 24f-2:
<TABLE>
<CAPTION>
FUND SHARES
<S> <C>
Bond Fund 1,110
Equity Income Fund 1,110
Growth Fund 1,110
International Bond Fund 1,110
International Equity Fund 1,110
Managed Assets Fund 1,110
Special Opportunities Fund 1,110
- - - - ----------------------------------------------------------
TOTAL 7,770
</TABLE>
<PAGE> 3
February 28, 1995
Prairie Funds 24f-2 Notice
Page 3
- - - - -----------------
*CALCULATION OF FEE
<TABLE>
<CAPTION>
Shares sold:
FUND SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Bond Fund 1,110 11,111
Equity Income Fund 1,110 11,111
Growth Fund 1,110 11,111
International Bond Fund 1,110 11,111
International Equity Fund 1,110 11,111
Managed Assets Fund 1,110 11,110
Special Opportunities Fund 1,110 11,111
- - - - --------------------------------------------------------------------------------
TOTAL 7,770 77,776
</TABLE>
<TABLE>
<CAPTION>
Shares redeemed:
FUND SHARES AGGREGATE $ AMOUNT
<S> <C> <C>
Bond Fund 0 0
Equity Income Fund 0 0
Growth Fund 0 0
International Bond Fund 0 0
International Equity Fund 0 0
Managed Assets Fund 0 0
Special Opportunities Fund 0 0
- - - - ---------------------------------------------------------------------------------
TOTAL 0 0
Net of Sales for calculation of Fee 7,770 $77,776
Fee at 1/29 of 1%: $26.82
</TABLE>
The Registration Fee of $100.00, the minimum registration fee required under
Section 6(b) of the Securities Act of 1933, has been wired to the Securities
and Exchange Commission's Account at Mellon Bank.
Also transmitted herewith is the required Opinion of Counsel
Very truly yours,
\s\ Richard A. Fabietti
Treasurer
cc: D. Stephens, Esq. (Stroock & Stroock & Lavan)
<PAGE> 4
EXHIBIT INDEX
-------------
Exhibit 99.5 Opinion of Stroock & Stroock & Lavan
<PAGE> 1
[STROOCK & STROOCK & LAVAN LETTERHEAD]
February 23, 1995
Prairie Funds
c/o Concord Financial Group, Inc.
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your corporation (the "Company"). This letter is in
response to your request for our opinion in connection with the filing by you
of a "Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940, as amended. In such notice you have reported
the sale during the fiscal year ended December 31, 1994 of an aggregate amount
of shares of each Series of the Company as set forth on Exhibit A hereto (the
"Shares").
We have acted as counsel to the Company since its organization and in
connection with the filing by the Company of a registration statement, and
amendments thereto, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. In so acting, we have examined a copy of
the Charter and By-Laws of the Company, the Rule 24f-2 Notice, the original or
reproduced or certified copies of all such records of the Company, agreements,
certificates of officers and representatives of the Company and others, and
such other documents, papers, statutes and authorities as we deemed necessary
to form a basis for the opinion hereinafter expressed. As to matters of fact
relevant to such opinion, we have relied upon the Rule 24f-2 Notice and
statements and certificates of officers and representatives of the Company and
others. We have assumed the genuineness of all signatures and the conformity
to the original documents of the copies of documents supplied to us as
originals or reproduced copies.
<PAGE> 2
Prairie Funds
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable by the
Company.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN
STROOCK & STROOCK & LAVAN
<PAGE> 3
Prairie Funds
EXHIBIT A
<TABLE>
<CAPTION>
Name of Series Shares
- - - - -------------- ------
<S> <C>
Bond Fund 1,110
Equity Income Fund 1,110
Growth Fund 1,110
International Bond Fund 1,110
International Equity Fund 1,110
Managed Assets Fund 1,110
Special Opportunities Fund 1,110
</TABLE>
