The Primary Income 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 Income Funds, Inc. (The Primary
Income Fund and The Primary U.S. Government Fund) File Number
33-29468
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) No securities of the undersigned were registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2
prior to the beginning of the fiscal year ended June 30,
1995. (1,008,719 shares of Class A Common Stock (The
Primary Money Market Fund), $0.0001 par value, were
registered pursuant to Rule 24e-2 on or about December 31,
1992. The Primary Money Market Fund, however, was
subsequently liquidated on June 29, 1993.)
(3) No securities of the undersigned were registered pursuant
to Rule 24e-2 during the fiscal year ended June 30, 1995.
(4)-(5) Please see the Attachment to this Rule 24f-2 Notice for the
amount of Common Stock sold pursuant to Rule 24f-2, based
on the actual aggregate sales price, and the amount of
Common Stock redeemed, based on the actual redemption
price, during the fiscal year ended June 30, 1995.
Pursuant to Rule 24f-2(c) a certified check made payable to the Securities
and Exchange Commission in the amount of $69.47 (1/29 of 1% of the
difference between the aggregate sales price less the aggregate redemption
price for each class of Common Stock) as an additional filing fee for the
fiscal year ended June 30, 1995 is enclosed as well as the required opinion
of legal counsel.
Very truly yours,
/s/ James R. Arnold, Jr.
James R. Arnold, Jr.
Secretary-Treasurer
Enclosures
<PAGE>
<TABLE>
The Primary Income Funds, Inc. (File Number 33-29468)
June 30, 1995
Attachment to Rule 24f-2 Notice
<CAPTION>
Rule 24f-2(c)
Filing Fee (1/29
Total Total Net Sales of 1% of Net
Sales Redemptions (Redemptions) Sales)
<S> <C> <C> <C> <C>
Class B (The Primary Income
Fund; $.0001 par value) $703,055 $507,284 $195,771 $67.51
Class C (The Primary U.S.
Government Fund; $.0001 par
value) 175,923 170,229 5,694 1.96
---------- ----------- ---------- --------
$878,978 $677,513 $201,465 $69.47
======== ======= ========
</TABLE>
Foley & Lardner
Firstar Center
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
August 21, 1995
The Primary Income Funds, 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
Income Funds, 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 Income Funds, 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 Income Funds, 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 Income Funds, 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 Income Funds, 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
