The Primary Trend Fund
First Financial Centre
700 North Water Street
Milwaukee, Wisconsin 53202
(414) 271-7870
August 23, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for The Primary Trend Fund, Inc.
File Number 33-6343
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
the undersigned submits the following Rule 24f-2 Notice:
(1) This Rule 24f-2 Notice is filed for the fiscal year ended
June 30, 1995.
(2) 2,395,353 shares of Common Stock, $0.01 par value,
registered pursuant to Rule 24e-2 remained unsold at the
beginning of the fiscal year ended June 30, 1995.
(3) 350,696 shares of Common Stock, $0.01 par value, were
registered pursuant to Rule 24e-2 during the fiscal year
ended June 30, 1995.
(4)-(5) The amount of Common Stock, $0.01 par value, sold pursuant
to Rule 24f-2 during the fiscal year ended June 30, 1995
was $2,063,265, based on the actual aggregate sales price
for such securities. The amount of Common Stock, $0.01 par
value, redeemed during the fiscal year ended June 30, 1995
was $3,643,525, based on the actual redemption price for
such securities. All shares of Common Stock, $0.01 par
value, were sold in reliance upon registration pursuant to
Rule 24f-2.
Pursuant to Rule 24f-2(c), no filing fee is payable to the Securities and
Exchange Commission for the fiscal year ended June 30, 1995 since the
aggregate redemption price exceeded the aggregate purchase price (net
redemptions of $1,580,260). Attached is the required opinion of legal
counsel.
Very truly yours,
/s/ James R. Arnold, Jr.
James R. Arnold, Jr.
Secretary-Treasurer
Enclosures
Foley & Lardner
Firstar Center
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
August 21, 1995
The Primary Trend Fund, Inc.
700 North Water Street
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of The Primary
Trend Fund, Inc. Common Stock, $.01 par value (such Common Stock being
hereinafter referred to as the "Stock"), in the manner set forth in the
Registration Statement. In this connection, we have examined: (a) the
Registration Statement on Form N-1A and all amendments thereto; (b) the
Rule 24f-2 Notice for The Primary Trend Fund, Inc. dated August 21, 1995;
(c) corporate proceedings relative to the authorization for issuance of
shares of the Stock; and (d) such other proceedings, documents and records
as we deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that the shares of
Stock sold in the fiscal year ended June 30, 1995 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Company Act of
1940 and in the manner set forth in the Registration Statement were
legally issued, fully paid and nonassessable except insofar as statutory
liability may be imposed under Section 180.0622(2)(b) of the Wisconsin
Statutes for unpaid wage claims of employees, not to exceed six months'
service in any one case. We have not examined the stock register books of
The Primary Trend Fund, Inc. In opining that the shares of Stock sold in
the fiscal year ended June 30, 1995 were fully paid, we have relied upon a
certificate of an officer of The Primary Trend Fund, Inc. as to the
consideration received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for The Primary Trend Fund, Inc. for
its fiscal year ended June 30, 1995. In giving this consent, we do not
admit that we are experts within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
