 September 24, 2012 | ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE, SUITE 3800 MILWAUKEE, WISCONSIN 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com 414.297.5596 012156-0101 |
Via EDGAR System
Mr. Edward Bartz U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 |
| Re: | The Primary Trend Fund, Inc. |
Dear Mr. Bartz:
On behalf of our client, The Primary Trend Fund, Inc., a Wisconsin corporation (Investment Company Act File No. 811-04704), which consists of one portfolio, The Primary Trend Fund (the “Fund”), set forth below are the Fund’s responses to the oral comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Fund’s current amended Registration Statement on Form N-1A (the “Registration Statement”). The numbered items set forth below express (in bold italics) the oral comments of the Staff, and following such comments are the Fund’s responses (in regular type).
General
1. In connection with responding to the Staff’s comments, please provide, in writing, a statement from the Fund acknowledging that:
| ● | the Fund is responsible for the adequacy and accuracy of the disclosure in the Registration Statement; |
| ● | Staff comments or changes to disclosure in response to Staff comments in the Registration Statement reviewed by the Staff do not foreclose the Commission from taking any action with respect to the Registration Statement; and |
| ● | the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI | SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
Mr. Ed Bartz
U.S. Securities and Exchange Commission
September 24, 2012
Page 2
Response: We acknowledge on behalf of the Fund that (1) the Fund, through its officers and directors, is responsible for the adequacy and accuracy of the disclosure in the Registration Statement; (2) Staff comments or changes to disclosure in response to Staff comments in the Registration Statement reviewed by the Staff do not foreclose the Commission from taking any action with respect to the Registration Statement; and (3) the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Prospectus to the Registration Statement
2. Please delete the “Market Timing Risk” in the next annual update.
Response: The Fund will delete the “Market Timing Risk” in the next annual update.
* * *
If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (414) 297-5596.
Very truly yours,
/s/ Peter D. Fetzer
Peter D. Fetzer
| cc: | Lilli Gust |
| The Primary Trend Fund |