UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number 811-04704 --------- The Primary Trend Fund, Inc. 700 N. Water Street Milwaukee, WI 53202 ------------------- (Address of principal executive offices) Arnold Investment Counsel Incorporated 700 N. Water Street Milwaukee, WI 53202 ------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (414) 271-2726 -------------- Date of fiscal year end: June 30 ------- Date of reporting period: June 30, 2003 ------------- ITEM 1. REPORTS TO STOCKHOLDERS The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1) (THE PRIMARY TREND FUNDS LOGO) ANNUAL REPORT THE PRIMARY TREND FUND THE PRIMARY INCOME FUND MILWAUKEE, WISCONSIN JUNE 30, 2003 MESSAGE TO SHAREHOLDERS... "We have always agreed with Warren Buffett's perverse view of bear markets -- they allow long-term investors to buy good companies on the cheap. The key is to filter out the short-term noise and daily bad news and focus on the long-term opportunities that present themselves to equity investors. We again emphasize that today is quite the opposite of the speculative fervor of 1999-2000 -- to buy into weakness now may be as prescient as selling into strength then." THE PRIMARY TREND FUNDS December 31, 2002 - Semiannual Report Just a few short months ago, the bear market that ravaged Wall Street from 2000-2002 seemed like it was about to do an encore performance in 2003. Corrupt CEOs were making the front page news, auditing practices were being questioned, investment bankers were being sued, earnings were in the tank, global health scares were spreading in epidemic proportions and the Iraqi showdown was about to erupt into a full-scale war. This plethora of bad news was certainly not ignored by the stock market. After a very brief New Year's rally, the stock market, as measured by the Dow Jones Industrial Average, proceeded to drop 1300 points to its March low of 7500 - -- a mere 4% above its October bear market low of 7300. "Here we go again" was echoed up and down Wall Street and the short sellers were licking their chops. As simplistic and rudimentary as it sounds, our advice for long-term investors at the time was that "it is always darkest before the dawn." In effect, the stock market had already absorbed all of the negative economic, financial and political punches that had been thrown at it - and it was still standing - and at even higher levels than in October 2002. To us, that was a very strong signal that the bearish forces had been exhausted and any good news that surfaced would surely be bullish. Today, four months from the March low, the daily barrage of "bad news" seems like a distant memory. Many believe the bull market is back. We, however, believe that THE bull market that propelled stocks to new all-time highs during --- the 1990s is over. It culminated in the frenzied buying spree during the tech bubble and has since been expunged during this multi-year bear market. But we do believe a new cyclical bull market was born during the October- March bottoming process, and this has resulted in better one-year performance for stocks. For the year ended June 30, 2003, the Dow Jones Industrial Average posted a total return loss of -0.48%, while the S&P 500 Composite eked out a total return gain of +0.25%. Due to our conservative investment philosophy, the Funds generally play great defense and average offense. But over the last few years, your Funds have been playing solidly on both sides of the ball. The Primary Trend Funds have smartly outperformed the S&P 500 Composite during this three-year bear market and are currently keeping pace during the 2003 rally. For the 12 months ended 6/30/03, The Primary Trend Funds generated the following total returns for its shareholders: THE PRIMARY TREND FUND + 0.34% THE PRIMARY INCOME FUND - 3.20% THE PRIMARY TREND FUND - ---------------------- After a grueling three-year bear market, the mettle of every investor has been tested. As shareholders in The Primary Trend Fund, escaping this difficult period with solid gains is only half the battle -- it is now up to us, as portfolio managers, to continue to outperform during up markets as well. Thus far in 2003, our value-oriented style has kept pace with a stock market that seems to have rekindled its love affair with tech stocks. We continue to underown technology equities for two reasons: 1) Tech stocks were the Wall Street darlings during the last bull market and a change in market leadership tends to emerge as a new cyclical bull market gets underway; 2) Valuations in the tech sector are still not compelling enough for dyed-in-the-wool value investors such as us -- especially when considering the speculative risk that is inherent in many of these names. We continue to limit our tech exposure (8.0%) to AT&T Wireless, Hewlett-Packard and Intel. While the Fund's overweighted cyclical exposure was a bit premature, it has paid huge dividends during the latest stock market rally off of the March lows. Long-term holdings such as Carnival Corp., COX Communications, Disney, Du Pont, General Electric, McDonald's and Wendy's all rallied nicely off of their respective lows -- with the majority outpacing the S&P 500 by a wide margin. More importantly, additional purchases in Ford common, as well as new timely buys in Home Depot, Nucor and Sears, helped The Primary Trend Fund achieve respectable gains in the last few months. With cyclical exposure already at 38% of the portfolio, we anticipate new money to be directed into other sectors of the market. As anticipated, we have reduced our consumer staple exposure to a market weighting of 10%. We eliminated Unilever, N.V. after it reached our price objective, and purchased a smaller position in Del Monte Foods. Holdings such as Anheuser-Busch, Archer-Daniels-Midland, General Mills and Newell Rubbermaid are still attractive as long-term positions in the portfolio, but their performance tends to lag during bullish phases of the market. Our commitment to the Healthcare sector (11% of the portfolio) as been met with mixed results. While Abbott Laboratories, Johnson & Johnson and Bristol- Myers Squibb have made solid upside progress, Schering-Plough continues to languish near its lows. We still believe the potential value in Schering-Plough common is being ignored by Wall Street in the short term. With the recent stock market rally, we have taken some chips off the table. Cash in the portfolio now stands at 11%, with only 2% devoted to bonds (due to our bearish outlook for the bond market). We will take advantage of individual opportunities on both the buy and sell side as the stock market winds its way through 2003. THE PRIMARY INCOME FUND - ----------------------- While The Primary Income Fund underperformed the S&P 500 Composite over the past year, it did outpace its other benchmark, the S&P Utilities Index (-4.18%). President Bush's tax cut package, which included preferential tax treatment on corporate dividends, helped ignite a rally in the utility sector. The Primary Income Fund's 31% weighting in the Utility sector (28% in utility common stocks and another 3% in utility bonds) was aided by the strong rally in the group. We continue to emphasize stable and conservative electric, natural gas and water utilities that are led by management teams committed to dividend sustainability and growth. Long-term holdings in Cinergy, KeySpan, Sempra Energy and Wisconsin Energies fit this profile. We have also initiated new positions in American States Water, Otter Tail, The Southern Co. and Vectren Corp. As with The Primary Trend Fund, we have increased The Primary Income Fund's exposure to the cyclical sector (20% of the portfolio) as well. We anticipate further investments in above-average, dividend paying cyclical stocks as 2003 unfolds. Our bond exposure has been reduced from 16% on 12/31/02 to just 10% on 6/30/03. The Federal Reserve's aggressive interest rate cuts (13 cuts in 18 months) have reduced interest rates to 45-year lows. We believe the bond market is peaking and have limited our maturities to five years or less. The decrease in our bond exposure has temporarily inflated our cash position to 19% as of 6/30/03; however, we expect to put some of that cash to work in the equity market over the next several weeks. THE GLASS IS HALF FULL - ---------------------- "The primary trend is the most powerful force underlying the movement of the markets. Knowing its direction is the most valuable information an investor can possess." James R. Arnold, Sr. Founder of Arnold Investment Counsel, Inc. To many investors, whether we are in a secular bull market or a cyclical bull market makes no difference -- as long as stocks are going up. Which is why recent bullish action has numbed much of the pain inflicted over the last four years. We believe we are now in an environment where strong cyclical bull markets will be interrupted by periods of bearish stock market action. In other words, a new bullish primary trend has yet to emerge; therefore, investors will be required to be more flexible and fluid going forward. Currently, market history is on the side of the bulls. The stock market has experienced three years in a row of negative performance -- a losing streak that hasn't occurred since 1939-41. That was followed by a 74% upside move over the next four years. Additionally, the "Decennial 3" pattern (years ending in "3") has averaged +4.6% over the last 11 decades, and presidential pre-election years (such as 2003) have an above-average gain of +11.1% since 1887. More importantly, however, both the fundamental valuations on individual stocks and the underlying strength of the stock market's recent rally (vis-a-vis the bullish Advance/Decline Indicator and various thrust momentum measures) point to continued upside surprises. Interest rates are at 45-year lows. This offers little incentive to fixed- income investors to stick with bonds and could provide additional fuel for the stock market as capital flows from bonds to stocks. In addition, nearly $4 trillion is sitting on the sidelines in money market and savings accounts. It would be foolhardy to believe that all of that is earmarked for the stock market - -- but even a small portion of this cash would keep the bullish fire burning. Both corporate earnings and economic growth, while not robust, are moderate enough to positively surprise Wall Street (which has ratcheted down earnings- per-share expectations to pessimistic levels). Couple that with President Bush's recent tax cut package that includes dividend and capital expenditure incentives, and the fundamental foundation for this stock market is much stronger now than at any time during the last five years. The Dow Jones Industrial Average has rallied by 25% from its March low and now trades above 9000 for the first time since last August. The S&P 500 Composite has gained 27% and the Nasdaq Composite has jumped 39% from those same March lows. This is a stock market that is in gear. After those powerful moves, it is also a stock market that is overbought. But a healthy market can stay overbought for extended periods of time. Some negatives do exist: investor sentiment is abnormally bullish (which is bearish from a contrarian standpoint); insiders have flipped to the sell side; and the technology-laden Nasdaq Composite has resumed its speculative role as a market leader. However, we believe the corrections in the stock market will be mild and that we will look back on the October 2002 and March 2003 lows as the --- bear market lows. Our glass is half full and we expect to build upon our recent successes as we structure your Funds' portfolios to take advantage of the vagaries of the stock market. All of us at Arnold Investment Counsel value you as a fellow shareholder in The Primary Trend Funds. We are committed to rewarding that confidence and trust that you have placed in us. Sincerely, /s/Lilli Gust /s/Barry S. Arnold Lilli Gust Barry S. Arnold President Vice President Chief Investment Officer PORTFOLIOS OF INVESTMENTS June 30, 2003 THE PRIMARY TREND FUND MARKET SHARES COST VALUE ------ ---- ------ COMMON STOCKS 85.1% 49,999 AT&T Wireless Services, Inc.*<F1> (Telecommunications) $ 343,104 $ 410,492 6,000 Abbott Laboratories (Pharmaceutical products) 178,980 262,560 20,000 Allstate Corp. (Insurance) 679,308 713,000 10,000 Anheuser-Busch Companies, Inc. (Beverages) 295,400 510,500 39,728 Archer-Daniels-Midland Co. (Food processing) 557,830 511,299 6,998 BP plc (Integrated oil company) 143,640 294,056 14,000 Bristol-Myers Squibb Co. (Pharmaceuticals) 378,155 380,100 18,000 Carnival Corp. (Cruise lines) 458,319 585,180 45,000 Cendant Corp.*<F1> (Diversified consumer services) 611,830 824,400 6,000 Chubb Corp. (Insurance) 327,730 360,000 18,000 COX Communications, Inc.*<F1> (Cable T.V.) 518,230 574,200 10,000 Del Monte Foods Co.*<F1> (Diversified food) 89,475 88,400 12,000 Du Pont (E.I.) de Nemours & Co. (Diversified chemicals) 545,260 499,680 27,000 Ford Motor Co. (Automotive manufacturing) 248,490 296,730 20,000 General Electric Co. (Diversified manufacturing) 579,820 573,600 5,000 General Mills, Inc. (Diversified food) 224,300 237,050 23,812 Hewlett-Packard Co. (Computers) 401,711 507,196 6,000 The Home Depot, Inc. (Retail-building products) 136,080 198,720 16,000 Intel Corp. (Semiconductors) 382,968 332,544 7,000 Johnson & Johnson (Medical products) 299,250 361,900 25,000 McDonald's Corp. (Restaurant chains) 614,128 551,500 7,000 Newell Rubbermaid, Inc. (Consumer products) 183,618 196,000 5,000 Nucor Corp. (Steel-producers) 191,175 244,250 13,000 Occidental Petroleum Corp. (Integrated oil company) 242,127 436,150 8,000 PartnerRe Ltd. (Insurance) 266,855 408,880 30,000 Schering-Plough Corp. (Pharmaceuticals) 760,660 558,000 8,000 Schlumberger Ltd. (Oil field services) 316,800 380,560 7,000 Sears Roebuck & Co. (Retail) 166,460 235,480 5,580 United Technologies Corp. (Aerospace) 231,525 395,231 20,000 Walt Disney Co. (Entertainment and media) 365,300 395,000 12,000 Wendy's International, Inc. (Restaurant chains) 264,397 347,640 ----------- ----------- Total Common Stocks 11,002,925 12,670,298 ----------- ----------- PRINCIPAL AMOUNT - --------- BONDS AND NOTES 2.1% CONVERTIBLE BOND $300,000 Analog Devices, Inc., 4.75%, due 10/1/05 285,190 306,750 ----------- ----------- Total Bonds and Notes 285,190 306,750 ----------- ----------- Total Long-Term Investments 11,288,115 12,977,048 ----------- ----------- SHORT-TERM INVESTMENTS 10.9% VARIABLE RATE DEMAND NOTES 404,945 American Family Insurance Co., 0.71% 404,945 404,945 782,024 US Bank, N.A., 0.78% 782,024 782,024 439,353 Wisconsin Corporate Central Credit Union, 0.70% 439,353 439,353 ----------- ----------- Total Short-Term Investments 1,626,322 1,626,322 ----------- ----------- TOTAL INVESTMENTS 98.1% $12,914,437 14,603,370 ----------- ----------- Other Assets less Liabilities 1.9% 288,988 ----------- NET ASSETS 100.0% $14,892,358 ----------- ----------- SUMMARY OF INVESTMENTS BY SECTOR PERCENT OF SECTOR INVESTMENT SECURITIES ------ --------------------- Consumer, Non-cyclical 25.6% Consumer, Cyclical 16.5% Short-Term Investments 11.1% Financial 10.1% Communications 9.5% Technology 7.9% Energy 7.6% Industrial 6.6% Basic Materials 5.1% ------ Total Investments 100.0% *<F1> Non-income producing See notes to financial statements. THE PRIMARY INCOME FUND MARKET SHARES COST VALUE ------ ---- ------ COMMON STOCKS 75.7% 1,000 Abbott Laboratories (Pharmaceutical products) $ 29,830 $ 43,760 2,000 Alliant Energy Corp. (Electric and gas utility) 61,700 38,060 3,000 Allstate Corp. (Insurance) 116,528 106,950 3,000 American States Water Co. (Water utility) 82,662 81,900 2,000 Anheuser-Busch Companies, Inc. (Beverages) 59,080 102,100 1,637 Apartment Investment & Management Co. (Real estate investment trust) 23,363 56,640 1,600 BP plc (Integrated oil company) 33,685 67,232 3,000 Bristol-Myers Squibb Co. (Pharmaceuticals) 85,922 81,450 3,000 Carnival Corp. (Cruise lines) 76,734 97,530 1,000 Chubb Corp. (Insurance) 54,455 60,000 2,000 Cinergy Corp. (Electric and gas utility) 39,641 73,580 4,000 DPL, Inc. (Electric and gas utility) 40,678 63,760 1,191 DTE Energy Co. (Electric utility) 56,834 46,020 2,500 Du Pont (E.I.) de Nemours & Co. (Diversified chemicals) 114,000 104,100 7,000 Ford Motor Co. (Automotive manufacturing) 59,350 76,930 5,000 General Electric Co. (Diversified manufacturing) 146,280 143,400 3,000 Hewlett-Packard Co. (Computers) 52,530 63,900 2,000 Intel Corp. (Semiconductors) 50,375 41,568 3,000 KeySpan Corp. (Natural gas utility) 74,815 106,350 7,000 McDonald's Corp. (Restaurant chains) 173,577 154,420 3,000 Newell Rubbermaid, Inc. (Consumer products) 78,694 84,000 3,000 Occidental Petroleum Corp. (Integrated oil company) 62,250 100,650 3,000 Otter Tail Corp. (Electric utility) 82,316 80,940 7,000 Schering-Plough Corp. (Pharmaceuticals) 174,380 130,200 1,000 Schlumberger Ltd. (Oil field services) 39,600 47,570 2,000 Sears Roebuck & Co. (Retail) 47,820 67,280 4,000 Sempra Energy (Natural gas utility) 62,362 114,120 3,000 The Southern Company (Electric utility) 85,890 93,480 3,000 Vectren Corp. (Natural gas utility) 64,302 75,150 2,000 Verizon Communications, Inc. (Telecommunications) 90,364 78,900 1,000 Walt Disney Co. (Entertainment and media) 22,360 19,750 2,000 Wendy's International, Inc. (Restaurant chains) 45,441 57,940 4,000 Wisconsin Energy Corp. (Electric and gas utility) 98,278 116,000 ---------- ---------- Total Common Stocks 2,386,096 2,675,630 ---------- ---------- PRINCIPAL AMOUNT - --------- BONDS AND NOTES 10.2% CORPORATE BONDS $150,000 General Electric Capital Corp., 1.733%, due 6/11/08 150,000 149,995 100,000 Wisconsin Gas Co., 6.375%, due 11/1/05 100,341 108,712 ---------- ---------- Total Corporate Notes 250,341 258,707 ---------- ---------- CONVERTIBLE BOND 100,000 Analog Devices, Inc., 4.75%, due 10/1/05 95,066 102,250 ---------- ---------- Total Bonds and Notes 345,407 360,957 ---------- ---------- Total Long-Term Investments 2,731,503 3,036,587 ---------- ---------- SHORT-TERM INVESTMENTS 19.2% VARIABLE RATE DEMAND NOTES 335,729 American Family Insurance Co., 0.71% 335,729 335,729 227,811 US Bank, N.A., 0.78% 227,811 227,811 114,513 Wisconsin Corporate Central Credit Union, 0.70% 114,513 114,513 ---------- ---------- Total Short-Term Investments 678,053 678,053 ---------- ---------- TOTAL INVESTMENTS 105.1% $3,409,556 3,714,640 ---------- ---------- ---------- ---------- Liabilities less Other Assets (5.1%) (180,222) ---------- NET ASSETS 100.0% $3,534,418 ---------- ---------- SUMMARY OF INVESTMENTS BY SECTOR PERCENT OF SECTOR INVESTMENT SECURITIES ------ --------------------- Utilities 26.9% Short-Term Investments 18.2% Consumer, Cyclical 14.5% Financial 10.0% Consumer, Non-cyclical 9.6% Energy 5.8% Technology 5.6% Industrial 3.9% Basic Materials 2.8% Communications 2.7% ------ Total Investments 100.0% See notes to financial statements. STATEMENTS OF ASSETS AND LIABILITIES June 30, 2003 THE PRIMARY THE PRIMARY TREND FUND INCOME FUND ---------- ----------- Assets: Investments, at Value (Note 2a): Common Stocks $12,670,298 $2,675,630 Bonds and Notes 306,750 360,957 Short-Term Investments 1,626,322 678,053 ----------- ---------- Total Investments (Cost $12,914,437 and $3,409,556, respectively) 14,603,370 3,714,640 Receivable for Investments Sold 290,867 -- Dividends Receivable 19,955 5,281 Interest Receivable 4,560 2,883 Capital Shares Receivable 189 289 Prepaid Expenses and Other Assets 3,020 1,616 ----------- ---------- Total Assets 14,921,961 3,724,709 ----------- ---------- Liabilities Payable for Investments Purchased -- 164,978 Accrued Investment Advisory Fees 9,081 10,905 Other 20,522 14,408 ----------- ---------- Total Liabilities 29,603 190,291 ----------- ---------- Net Assets $14,892,358 $3,534,418 ----------- ---------- ----------- ---------- Shares Outstanding 1,317,518 314,122 Net Asset Value Per Share $ 11.30 $ 11.25 ----------- ---------- ----------- ---------- Net Assets Consist of: Capital Stock (30,000,000 shares authorized each) $13,201,135 $3,366,344 Undistributed Net Investment Income 14,982 -- Undistributed Net Realized Losses (12,692) (137,010) Net Unrealized Appreciation of Investments 1,688,933 305,084 ----------- ---------- Net Assets $14,892,358 $3,534,418 ----------- ---------- ----------- ---------- See notes to financial statements. STATEMENTS OF OPERATIONS For the year ended June 30, 2003 THE PRIMARY THE PRIMARY TREND FUND INCOME FUND ---------- ----------- Income: Interest $ 44,701 $ 33,959 Dividends 235,545(a) 77,849(b) <F2> <F3> --------- --------- Total Income 280,246 111,808 --------- --------- Expenses: Investment Advisory Fees (Note 3) 103,033 24,653 Administration and Accounting Fees 35,742 25,531 Shareholder Servicing Costs 29,941 11,829 Professional Fees 22,832 20,426 Registration Fees 11,939 8,244 Printing 7,190 2,462 Custodial Fees 3,349 3,362 Postage 2,635 646 Insurance 2,373 546 Pricing 1,556 2,129 Other 2,244 2,054 --------- --------- Total Expenses Before Reimbursement 222,834 101,882 Less Expenses Reimbursed By Adviser (Note 3) -- (68,567) --------- --------- Net Expenses 222,834 33,315 --------- --------- Net Investment Income 57,412 78,493 --------- --------- Net Realized Gain (Loss) on Investments 114,534 (42,122) Change in Net Unrealized Appreciation of Investments (144,605) (155,240) --------- --------- Net Realized and Unrealized Loss on Investments (30,071) (197,362) --------- --------- Net Increase (Decrease) in Net Assets From Operations $ 27,341 $(118,869) --------- --------- --------- --------- (a)<F2> Net of $1,815 in foreign withholding taxes. (b)<F3> Net of $429 in foreign withholding taxes. See notes to financial statements. STATEMENTS OF CHANGES IN NET ASSETS For the years ended June 30, 2003 and 2002 THE PRIMARY THE PRIMARY TREND FUND INCOME FUND ------------------------- ------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Operations: Net Investment Income $ 57,412 $ 69,262 $ 78,493 $ 84,545 Net Realized Gain (Loss) on Investments 114,534 546,706 (42,122) 18,353 Change in Net Unrealized Appreciation of Investments (144,605) (1,093,178) (155,240) (116,484) ----------- ----------- ---------- ---------- Net Increase (Decrease) in Net Assets from Operations 27,341 (477,210) (118,869) (13,586) ----------- ----------- ---------- ---------- Distributions to Shareholders: From Net Investment Income (61,692) (169,847) (78,690) (84,635) From Net Realized Gains (673,924) (124,759) -- -- ----------- ----------- ---------- ---------- Decrease in Net Assets from Distributions (735,616) (294,606) (78,690) (84,635) ----------- ----------- ---------- ---------- Fund Share Transactions: Proceeds from Shares Sold 1,907,777 753,979 88,730 159,451 Reinvested Distributions 690,580 276,186 68,709 74,547 Cost of Shares Redeemed (2,961,022) (1,945,327) (105,104) (181,914) ----------- ----------- ---------- ---------- Net Increase (Decrease) in Net Assets from Fund Share Transactions (362,665) (915,162) 52,335 52,084 ----------- ----------- ---------- ---------- Total Decrease in Net Assets (1,070,940) (1,686,978) (145,224) (46,137) Net Assets: Beginning of Year 15,963,298 17,650,276 3,679,642 3,725,779 ----------- ----------- ---------- ---------- End of Year $14,892,358 $15,963,298 $3,534,418 $3,679,642 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ---------- Undistributed Net Investment Income at End of Year $ 14,982 $ 19,262 $ -- $ 49 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ---------- Transactions in Shares: Sales 187,369 62,456 8,309 13,188 Reinvested Distributions 64,375 22,632 6,414 6,171 Redemptions (282,056) (161,693) (9,781) (14,989) ----------- ----------- ---------- ---------- Net Increase (Decrease) (30,312) (76,605) 4,942 4,370 ----------- ----------- ---------- ---------- ----------- ----------- ---------- ---------- See notes to financial statements. FINANCIAL HIGHLIGHTS The following table shows per share operating performance data, total investment return, ratios and supplemental data for each of the years ended June 30: 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- THE PRIMARY TREND FUND PER SHARE OPERATING PERFORMANCE Net Asset Value, Beginning of Year $11.84 $12.39 $10.55 $12.64 $13.98 ------ ------ ------ ------ ------ Net Investment Income 0.04 0.05 0.16 0.20 0.19 Net Realized and Unrealized Gain (Loss) on Investments (0.03) (0.39) 2.19 (1.53) 0.23 ------ ------ ------ ------ ------ Total from Investment Operations 0.01 (0.34) 2.35 (1.33) 0.42 ------ ------ ------ ------ ------ Less Distributions: From Net Investment Income (0.05) (0.12) (0.20) (0.17) (0.16) From Net Realized Gains (0.50) (0.09) (0.31) (0.59) (1.60) ------ ------ ------ ------ ------ Total Distributions (0.55) (0.21) (0.51) (0.76) (1.76) ------ ------ ------ ------ ------ Net Increase (Decrease) (0.54) (0.55) 1.84 (2.09) (1.34) ------ ------ ------ ------ ------ Net Asset Value, End of Year $11.30 $11.84 $12.39 $10.55 $12.64 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL INVESTMENT RETURN 0.34% (2.77%) 22.54% (11.13%) 4.68% RATIOS AND SUPPLEMENTAL DATA Net Assets, End of Year (in thousands) $14,892 $15,963 $17,650 $14,787 $21,351 Ratio of Net Expenses to Average Net Assets 1.60% 1.44% 1.38% 1.40% 1.27% Ratio of Net Investment Income to Average Net Assets 0.41% 0.41% 1.36% 1.69% 1.53% Portfolio Turnover 27.5% 34.4% 44.7% 32.6% 47.9% See notes to financial statements. FINANCIAL HIGHLIGHTS The following table shows per share operating performance data, total investment return, ratios and supplemental data for each of the years ended June 30: 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- THE PRIMARY INCOME FUND PER SHARE OPERATING PERFORMANCE Net Asset Value, Beginning of Year $11.90 $12.22 $10.40 $12.24 $13.86 ------ ------ ------ ------ ------ Net Investment Income 0.25 0.28 0.35 0.44 0.42 Net Realized and Unrealized Gain (Loss) on Investments (0.65) (0.32) 1.82 (1.60) (0.14) ------ ------ ------ ------ ------ Total from Investment Operations (0.40) (0.04) 2.17 (1.16) 0.28 ------ ------ ------ ------ ------ Less Distributions: From Net Investment Income (0.25) (0.28) (0.35) (0.44) (0.43) From Net Realized Gains -- -- -- (0.24) (1.47) ------ ------ ------ ------ ------ Total Distributions (0.25) (0.28) (0.35) (0.68) (1.90) ------ ------ ------ ------ ------ Net Increase (Decrease) (0.65) (0.32) 1.82 (1.84) (1.62) ------ ------ ------ ------ ------ Net Asset Value, End of Year $11.25 $11.90 $12.22 $10.40 $12.24 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL INVESTMENT RETURN (3.20%) (0.37%) 21.09% (9.66%) 2.97% RATIOS AND SUPPLEMENTAL DATA Net Assets, End of Year (in thousands) $3,534 $3,680 $3,726 $3,372 $4,276 Ratio of Net Expenses to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00% Ratio of Net Investment Income to Average Net Assets 2.36% 2.27% 3.02% 4.04% 3.46% Ratio of Total Expenses to Average Net Assets 3.06% 2.78% 2.44% 2.43% 2.12% Portfolio Turnover 30.5% 21.5% 36.6% 33.4% 46.9% See notes to financial statements. NOTES TO FINANCIAL STATEMENTS June 30, 2003 1. ORGANIZATION The Primary Trend Fund, Inc. ("Trend Fund") began operations on September 15, 1986. The Primary Income Funds, Inc. ("Income Fund") began operations on September 1, 1989. The Trend Fund and the Income Fund, collectively, the "Funds," are registered under the Investment Company Act of 1940 as open- end investment management companies. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Funds. a. Each security, excluding securities with 60 days or less remaining to maturity, is valued at the last sale price, or if no sale is reported, the average of the latest bid and asked prices. Price information on listed stocks is taken from the exchange where the security is primarily traded. Other securities for which market quotations are not readily available are valued under procedures approved by the Boards of Directors. Securities with 60 days or less remaining to maturity are valued at amortized cost, which approximates market value. b. Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned, and includes amortization of premiums and discounts. Securities gains and losses are determined on the basis of identified cost, which is the same basis used for federal income tax purposes. c. No provision for federal income taxes has been made since the Funds have elected to be taxed as regulated investment companies and intend to distribute their net investment income and net realized gains to shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. At June 30, 2003, the Income Fund had a federal income tax capital loss carryforward of $123,581 which $54,512 expires in 2009 and $69,069 expires in 2011. To the extent that the Income Fund realizes future net capital gains, those gains will be offset by any unused capital loss carryforward. As of June 30, 2003 the Income Fund had $13,429 of post-October capital losses which are deferred, for tax purposes, to the fiscal year ending June 30, 2004. Net capital losses incurred after October 31, and within the taxable year are deemed to arise on the first day of the Fund's next taxable year. d. Dividends from net investment income are declared and paid at least annually by the Trend Fund and are declared and paid monthly by the Income Fund. Distributions of net realized capital gains, if any, are declared and paid at least annually. Distributions to shareholders are recorded on the ex-dividend date. The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences. TREND FUND INCOME FUND ------------------ ------------------- FISCAL YEAR ENDING JUNE 30, 2003 2002 2003 2002 ---- ---- ---- ---- Distributions paid from: Ordinary Income $ 61,692 $261,678 $78,690 $84,635 Net long term capital gains 673,924 32,928 -- -- -------- -------- ------- ------- Total taxable distributions 735,616 294,606 78,690 84,635 Tax return of capital -- -- -- -- -------- -------- ------- ------- Total distributions paid $735,616 $294,606 $78,690 $84,635 -------- -------- ------- ------- -------- -------- ------- ------- For the year ended June 30, 2003, the Trend Fund designated $673,924 as a long-term capital gain distribution for purposes of the dividends paid deduction. e. The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 3. INVESTMENT ADVISORY FEES AND MANAGEMENT AGREEMENTS The Funds have agreements with Arnold Investment Counsel, Inc. (the "Adviser"), with whom certain officers and directors of the Funds are affiliated, to serve as investment adviser. Under the terms of the agreements, the Adviser receives from both the Trend Fund and the Income Fund a monthly fee at an annual rate of 0.74% of their respective average daily net assets. The agreements further stipulate that the Adviser will reimburse the Income Fund for annual expenses exceeding certain specified levels. In addition to the reimbursements required under the agreements, the Adviser has voluntarily reimbursed the Income Fund for additional expenses incurred during the year ended June 30, 2003. For the year ended June 30, 2003, the Adviser reimbursed the Income Fund for all expenses exceeding 1.00% of its respective average daily net assets. This additional voluntary reimbursement to the Fund may be modified or discontinued at any time by the Adviser. The Adviser did not reimburse the Trend Fund for any expenses during the year ended June 30, 2003. For the year ended June 30, 2003, the Funds incurred investment advisory fees, net of expense reimbursements, totaling $59,119. The Trend Fund paid total directors fees of $1,500 to its outside directors and the Income Fund paid total directors' fees of $1,500 to its outside directors' during the year ended June 30, 2003. 4. PURCHASES AND SALES OF SECURITIES Total purchases and sales of securities, other than short-term investments, for the Funds for the year ended June 30, 2003 were as follows: TREND FUND INCOME FUND ---------- ----------- Purchases $3,405,783 $887,692 Sales $3,579,322 $869,040 5. TAX INFORMATION At June 30, 2003, gross unrealized appreciation and depreciation of investments, based on aggregate cost for federal income tax purposes of $13,041,451 and $3,409,556 for the Trend Fund and Income Fund, respectively, were as follows: TREND FUND INCOME FUND ---------- ----------- Appreciation $2,265,690 $477,778 Depreciation (703,791) (172,694) ---------- -------- Net Appreciation on Investments $1,561,899 $305,084 ---------- -------- ---------- -------- The book basis and tax basis of net unrealized appreciation (depreciation) on investments differs primarily as a result of the tax deferral of losses on wash sales. As of June 30, 2003, the components of accumulated earnings/(deficit) on a tax basis were as follows: TREND FUND INCOME FUND ---------- ----------- Undistributed ordinary income $ 14,982 $ -- Undistributed long-term capital gains 114,342 -- ---------- --------- Accumulated earnings 129,324 -- Accumulated capital and other losses -- (137,010) Unrealized appreciation 1,561,899 305,084 ---------- --------- Total accumulated earnings $1,691,223 $ 168,074 ---------- --------- ---------- --------- Certain dividends paid by the Trend Fund and the Income Fund may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. For the fiscal year ended June 30, 2003, the Trend Fund and the Income Fund designated up to $61,692 and $78,690, respectively, as taxed at a maximum rate of 15%. Information will be reported in conjunction with your 2003 Form 1099-DIV. For the year ended June 30, 2003, 100% and 88.18% of the dividends paid from net investment income, including short-term gains, qualifies for the dividends received deduction available to corporate shareholders of the Trend Fund and Income Fund, respectively. REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders, The Primary Trend Fund, Inc. The Primary Income Funds, Inc. We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of The Primary Trend Fund and The Primary Income Fund as of June 30, 2003, and the related statements of operations for the year then ended and changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2003, by correspondence with the custodian and broker or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of The Primary Trend Fund and The Primary Income Fund at June 30, 2003, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States. /s/Ernst & Young Milwaukee, Wisconsin July 24, 2003 DIRECTORS AND OFFICERS NUMBER OF TERM OF PRINCIPAL FUNDS OTHER POSITION(S) OFFICE AND OCCUPATION(S) IN COMPLEX DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF DURING PAST OVERSEEN HELD AND AGE THE FUND TIME SERVED 5 YEARS BY DIRECTOR BY DIRECTOR - ------------- ----------- ----------- ------------- ----------- ------------- INDEPENDENT DIRECTORS: Harold L. Holtz Director Indefinite, until Retired 2 Sharon Foundry, Inc. 700 N. Water Street successor elected Previously practiced as a CPA, Milwaukee, WI 53202 both private & public for over Age: 79 5 years 40 years Clark Hillery Director Indefinite, until Director of Team Services for 2 None 700 N. Water Street successor elected the Milwaukee Bucks Milwaukee, WI 53202 Age: 53 5 years William J. Rack Director Indefinite, until Commercial Real Estate 2 None 700 N. Water Street successor elected Development and Leasing Milwaukee, WI 53202 Age: 57 1 Year INTERESTED DIRECTORS: Barry S. Arnold Director, Indefinite, until Portfolio Manager 2 Arnold Investment 700 N. Water Street Vice President successor elected Counsel Milwaukee, WI 53202 and Secretary Age: 38 6 years Lilli Gust Director, Indefinite, until Investment Adviser 2 Arnold Investment 700 N. Water Street President successor elected Counsel Milwaukee, WI 53202 and Treasurer Age: 57 17 years Additional information about the Funds' Directors is available in the Statement of Additional Information and is available, without charge, upon request, by calling 1-800-443-6544. FUND PERFORMANCE COMPARISON Date Primary Trend Fund S&P 500 Composite*<F4> ---- ------------------ ---------------------- 6/30/93 $10,000 $10,000 9/30/93 $10,127 $10,258 12/31/93 $10,217 $10,496 3/31/94 $9,918 $10,098 6/30/94 $9,972 $10,141 9/30/94 $10,508 $10,636 12/31/94 $10,204 $10,634 3/31/95 $10,793 $11,670 6/30/95 $11,670 $12,784 9/30/95 $11,766 $13,800 12/31/95 $11,857 $14,630 3/31/96 $12,857 $15,416 6/30/96 $13,246 $16,108 9/30/96 $13,701 $16,605 12/31/96 $15,412 $17,990 3/31/97 $15,209 $18,472 6/30/97 $16,721 $21,697 9/30/97 $18,385 $23,322 12/31/97 $18,215 $23,992 3/31/98 $19,460 $27,338 6/30/98 $18,905 $28,241 9/30/98 $16,956 $25,432 12/31/98 $17,849 $30,848 3/31/99 $18,052 $32,385 6/30/99 $19,790 $34,668 9/30/99 $18,259 $32,503 12/31/99 $17,372 $37,339 3/31/00 $17,272 $38,196 6/30/00 $17,589 $37,181 9/30/00 $19,413 $36,821 12/31/00 $21,101 $33,939 3/31/01 $20,666 $29,916 6/30/01 $21,553 $31,667 9/30/01 $19,410 $27,019 12/31/01 $21,469 $29,906 3/31/02 $22,743 $29,988 6/30/02 $20,955 $25,970 9/30/02 $18,454 $21,484 12/31/02 $18,756 $23,297 3/31/03 $18,086 $22,563 6/30/03 $21,026 $26,038 INITIAL INVESTMENT OF $10,000 ON 6/30/93 FUND PERFORMANCE THROUGH JUNE 30, 2003 - -------------------------------------- 2003 Year to Date +12.10% One Year +0.34% 5 Years (annualized) +2.15% 10 Years (annualized) +7.72% Since Inception +7.97% 9/15/86 (annualized) Date Primary Income Fund S&P 500 Composite*<F4> ---- ------------------- ---------------------- 6/30/93 $10,000 $10,000 9/30/93 $10,482 $10,258 12/31/93 $10,429 $10,496 3/31/94 $10,023 $10,098 6/30/94 $9,942 $10,141 9/30/94 $10,376 $10,636 12/31/94 $10,159 $10,634 3/31/95 $10,870 $11,670 6/30/95 $11,418 $12,784 9/30/95 $11,786 $13,800 12/31/95 $12,254 $14,630 3/31/96 $12,769 $15,416 6/30/96 $13,111 $16,108 9/30/96 $13,399 $16,605 12/31/96 $14,716 $17,990 3/31/97 $15,017 $18,472 6/30/97 $16,270 $21,697 9/30/97 $17,887 $23,322 12/31/97 $18,470 $23,992 3/31/98 $19,170 $27,338 6/30/98 $18,666 $28,241 9/30/98 $17,953 $25,432 12/31/98 $18,567 $30,848 3/31/99 $17,828 $32,385 6/30/99 $19,220 $34,668 9/30/99 $17,878 $32,503 12/31/99 $16,991 $37,339 3/31/00 $17,098 $38,196 6/30/00 $17,364 $37,181 9/30/00 $19,360 $36,821 12/31/00 $20,446 $33,939 3/31/01 $20,215 $29,916 6/30/01 $21,027 $31,667 9/30/01 $20,028 $27,019 12/31/01 $21,087 $29,906 3/31/02 $22,353 $29,988 6/30/02 $20,948 $25,970 9/30/02 $18,576 $21,484 12/31/02 $18,883 $23,297 3/31/03 $18,073 $22,563 6/30/03 $20,277 $26,038 INITIAL INVESTMENT OF $10,000 ON 6/30/93 FUND PERFORMANCE THROUGH JUNE 30, 2003 - -------------------------------------- 2003 Year to Date +7.38% One Year -3.20% 5 Years (annualized) +1.67% 10 Years (annualized) +7.32% Since Inception +8.35% 9/1/89 (annualized) Past performance is not predictive of future performance. (You already know that...but we are required to say it anyway.) Returns shown include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The investment return and principal value of the Funds will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. *<F4> The S&P 500(R) is an unmanaged but commonly used measure of common stock total return performance. (THE PRIMARY TREND FUNDS LOGO) WWW.PRIMARYTRENDFUNDS.COM INVESTMENT ADVISER Arnold Investment Counsel Incorporated 700 North Water Street Milwaukee, Wisconsin 53202 1-800-443-6544 OFFICERS Lilli Gust, President and Treasurer Barry S. Arnold, Vice President and Secretary DIRECTORS Barry S. Arnold Lilli Gust Clark J. Hillery Harold L. Holtz William J. Rack ADMINISTRATOR UMB Fund Services, Inc. 803 West Michigan Street Milwaukee, Wisconsin 53233 CUSTODIAN U.S. Bank, N.A. 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 TRANSFER AGENT AND DIVIDEND DISBURSING AGENT U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 1-800-968-2122 INDEPENDENT AUDITORS Ernst & Young LLP 111 East Kilbourn Avenue Milwaukee, Wisconsin 53202 LEGAL COUNSEL Foley & Lardner 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Founding member of 100% NO-LOAD TM MUTUAL FUND COUNCIL ITEM 2. CODE OF ETHICS Not applicable to semi-annual reports for the period ended June 30, 2003. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Not applicable to semi-annual reports for the period ended June 30, 2003. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not applicable to semi-annual reports for the period ended June 30, 2003. ITEMS 5-6. RESERVED ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 8. RESERVED ITEM 9. CONTROLS AND PROCEDURES (a) The Principal Executive and Financial Officer concluded that the Registrant's Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report. (b) There were no significant changes in Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 10. EXHIBITS (a) Code of Ethics. Not applicable to semi-annual reports for the period ended June 30, 2003. (b) Certifications required pursuant to Sections 302 and 906 of the Sarbanes- Oxley Act of 2002 are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The Primary Trend Fund, Inc. - ---------------------------- /s/ Lilli Gust - -------------- Lilli Gust Principal Executive Officer August 29, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Lilli Gust - -------------- Lilli Gust Principal Executive Officer August 29, 2003 /s/ Lilli Gust - -------------- Lilli Gust Principal Financial Officer August 29, 2003