PURITAN FUND, INC.

Document Type: 
Collection: 
Document Number (FOIA) /ESDN (CREST): 
CIA-RDP78-03089R000100030002-0
Release Decision: 
RIFPUB
Original Classification: 
K
Document Page Count: 
18
Document Creation Date: 
December 12, 2016
Document Release Date: 
March 11, 2002
Sequence Number: 
2
Case Number: 
Publication Date: 
October 10, 1967
Content Type: 
REPORT
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PDF icon CIA-RDP78-03089R000100030002-0.pdf1.32 MB
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Approved For Release 2002/03/20 : CIA-RDP78-03089R000100030002-0 PURITAN FUND, INC. Prospectus October 10, 1967 A diversified open-end investment company with primary emphasis on income. The price at which the shares are offered to the public normally equals the net asset value plus a sales charge of 7.5% of the offering price. Special offering prices are available for sales involving amounts in excess of $25,000 as more fully described on page 5. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADE- QUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TABLE OF CONTENTS Investment Policy and Objective PAGE 2 Continuous Investment and Dividend Reinvest- PAGE Business Experience of Directors and Officers. . 2 ment Plans 7 Advisory and Service Contract 3 Systematic Withdrawal Plan 8 Investment Restrictions 4 Ready Market for Shares 8 Organization and Capital Stock 4 Distributions and Taxes 8 Sale of Shares 5 Additional Information 9 Per Share Income and Capital Changes 5 Portfolio and Financial Statements 10-15 Approved For Release 2002/03/20 : CIA-RDP78-03089R000100030002-0 Approved For ReitriorANO8- :IcIteM5 013&r000100030002-0 accordance with the daily purchase or sales orders actually placed for each Fund. INVESTMENT POLICY AND OBJECTIVE The investment objective of Puritan Fund, Inc. is to obtain the maximum income possible consistent with the preservation and conservation of capital. While emphasis on income is an important objective, the Management of the Fund does not feel this pre- cludes any growth in capital since some securities offer- ing a better than average yield may also possess some growth possibilities. The emphasis, however, is on income and not on capital growth. Since the Fund's primary emphasis is on income and not capital gain, as hereinbefore stated, capital gains distributions may not be paid in every year, but only ?when conditions warrant, and may be less than in previous years. It should be recognized that investment in securities offering above-average yield will entail greater than normal risk of market depreciation. For this reason, and because securities fluctuate in value and income distributed by corporations varies with earnings, and also because economic conditions change, the Manage- ment of Puritan Fund cannot give assurance that the above investment objective will be achieved. The Management of Puritan Fund at all times invests the assets of its shareholders in a broad list of securities. They are diversified not only as to com- panies and industries, but also usually as to type of security, namely, bonds and preferred as well as common stocks. The proportions invested in each type of se- curity classification are varied from time to time in accordance with the Management's interpretation of economic conditions and underlying security values. The Fund holds from time to time securities which are also owned by one or more of the other Funds of which Fidelity Management & Research Company is the investment adviser, and in such cases all such stock is voted together. The Fund's portfolio security transactions are con- ducted independently of the other Funds for which Fidelity Management & Research Company is the in- vestment adviser, except when decisions are made to purchase or sell securities by two or more of such Funds simultaneously, in which event the transactions are averaged as to price and allocated as to amount in Approved For Release 2002/03/20 BUSINESS EXPERIENCE OF DIRECTORS AND OFFICERS EDWARD C. JOHNSON 2d, President and a Director of the Fund, is President and a Director of Fidelity Management & Research Company, the investment adviser of the Fund, and a Director of The Crosby Corporation. C. IR,ODGERS BURGIN, a Director, is a private trustee. Be was President of New England Trust Company, Boston, from 1947 to 1960 and Chairman of the Board of New England Merchants National Bank, Boston, from 1961 to 1964. ALFRED B. CORNELL, a Director, is manager of invest- ment accounts of colleges, insurance companies, banks, and individuals, and trustee of several estates. GEORGE R. HARDING, a Director, has been a private trustee in Boston for many years. RONALD JONES, a Director, is a Director of Synthon, Inc. and a management consultant. GEORGE K. MCKENZIE, a Director, is a management consultant, and, during 1966, was a Vice President of U. S. Plywood Corp. From 1962 until 1965, he was a Vice President and Director of Nashua Corp., Nashua, N. IT. HORACE SCHERMERHORN, a Director, is a private trustee. He was President of The National Shawmut Bank of Boston from 1956 to 1960 and Chairman of the Board from 1960 to 1962. D. GEORGE SULLIVAN, Executive Vice President, is a Vice President of the Adviser and is also a Director of The Crosby Corporation. FRANK D. MILLS, Vice President, is an employee of the Adviser. GEORGE S. MCEWAN, Vice President, is Chairman of the Board of The Crosby Corporation. EDWARD C. JOHNSON 3D, Vice President, is a Vice President and a Director of the Adviser and a Director of The Crosby Corporation. CALEB LORING, JR., Vice President and Clerk, is a partner of Gaston, Snow, Motley & Holt and a Vice : 2CIA-RDP78-03089R000100030002-0 President, DAPPFOMO fAreaeleasee2to, 2i103/20 Adviser. WILLIAM L. BYRNES, Assistant Vice President, is an employee of the Adviser and is also President and a Director of The Crosby Corporation. EDWARD D. WINDSOR, Assistant Vice President, is a Vice President of The Crosby Corporation. CHESTER HAMILTON, Treasurer, is also Treasurer of the Adviser and Treasurer and a Director of The Crosby Corporation. ALFRED D. RUSSELL, Assistant Treasurer, is an em- ployee of the Adviser. ERNEST V. KLEIN, Assistant Clerk, has been an asso- ciate of Gaston, Snow, Motley & Holt since 1961, and a partner since 1966. : ofiv-itutOmi368391k06011 ebty Fund, Inc., Fidelity Capital Fund, Inc., i elity rend Fund, Inc., Dow Theory Investment Fund, Inc., Everest Income Fund, Inc., Essex Fund, Inc., Congress Street Fund, Inc., Second Congress Street Fund, Inc., Magellan Fund, Inc., Contrafund, Inc. and Memphis & Shelby County Medical Society Investment Retirement Trust ("Memphis"). The basic fee provided in the contracts of the above companies is computed at .125% of the average daily net assets for each quarter. In the case of Fidelity Fund and Memphis, the advisory contracts provide for a quarterly fee of .125% of the average net assets less than $200,000,000, and .0875% of the average net assets over $200,000,000, computed on a daily basis for Fidelity Fund and on a weekly basis for Memphis. The contracts of Fidelity Capital Fund and Fidelity Trend Fund provide quarterly fees of .125% of average daily net assets less than $200,000,000; .1125% of average daily net assets over $200,000,000 and not over $300,000,000; .1% of average daily net assets over $300,000,000 and not over $700,000,000; .0875% of the average daily net assets over $700,000,000 and not over $1,000,000,000; and .075% of the average daily net assets over $1,000,000,000. The fees in the cases of the other Funds are a flat .125% of average daily net assets per quarter. Each of these arrange- ments reflects circumstances peculiar to the particular investment company and to the time of adoption of the contract. Except for Memphis, the managements of all these Funds are substantially identical. The Adviser also has entered into a contract with its wholly-owned subsidiary, Pacific Northwest Manage- ment & Research Company ("Pacific"), investment adviser for Equity Fund, Incorporated ("Equity"), under which the Adviser provides Pacific with all such factual information and investment recommendations as Pacific reasonably requests, in return for which the Adviser is paid by Pacific on the basis of the direct and indirect costs, including overhead, to the Adviser in connection with such services. Under the contract between Pacific and Equity, Pacific supervises the investments of Equity, furnishes office space and facilities, supplies, equipment and personnel for servic- ing the investments of Equity, and pays salaries of the officers of Equity and for all clerical work relating to 8 IA-RDP78-03089R000100030002-0 ADVISORY AND SERVICE CONTRACT The Fund employs Fidelity Management & Research Company, herein called the Adviser, to furnish invest- ment advisory and other services. The Adviser furnishes to the Fund investment advice and assistance, office space and facilities, and pays the salaries and fees of all officers and directors of the Fund and all compensation for clerical services relating to research, statistical and investment work. For these services the Fund has agreed to pay a quarterly fee of .1% of the average net asset value of the Fund less than $200,000,000; .09375% of the average net asset value over $200,000,000 but less than $400,000,000; and .0875% of the average net asset value over $400,000,000 (based on market quotations of portfolio securities) computed on the basis of the average of net asset values of the Fund at the close of business on each business day throughout the quarter. The Fund will pay all its expenses not assumed by the Adviser, including, without limitation, interest charges, taxes, fees and commissions of every kind, expenses of issue, sale, repurchase or redemption of shares, expenses of registering or qualifying shares for sale, charges of custodians, transfer agents and regis- trars, and auditing and legal expenses. Pursuant to the Fund's General Distribution Agreement with The Crosby Corporation, a wholly-owned subsidiary of the Adviser, the expenses of printing prospectuses and other selling literature are borne by The Crosby Corporation. Approved For Release 2002/03/20 ? C research, A f or which Equity pays Pacific monthly at the annual rate of .5% of the average daily net asset value of Equity up to $250 million, .375% of such value between $250 million and $500 million and .25% of such value in excess of $500 million. As a result of the contract with the Adviser, the Fund itself pays no salaries, fees or compensation to any of its officers or directors, all of these payments being made by the Adviser as part of the consideration for the payment by the Fund to the Adviser of the above-mentioned fee. The Adviser has two classes of stock, voting and non- voting, and Edward C. Johnson 2d, President and Di- rector of all the Funds, except Memphis, for which the Adviser acts as investment adviser, controls the Adviser through his ownership of 68% of its outstanding voting stock. He also owns 28.2% of the Adviser's outstanding non-voting stock. Edward C. Johnson 3d, Vice Presi- dent of the Adviser and of the Fund, owns 22% of the voting stock and 30.5% of the non-voting stock; and Homer Chapin, Executive Vice President and Director of Massachusetts Mutual Life Insurance Company, owns 10% of the voting stock and 9.7% of the non- voting stock. No other person owns as much as 10% of either the voting or non-voting stock. The directors of the Adviser are Mr. Johnson 2d, Mr. Johnson 3d, Mr. Chapin and Mr. Loring. INVESTMENT RESTRICTIONS By the terms of its charter, the Fund is authorized to engage in the business of investing its assets in all forms of stocks, bonds and other securities and of changing its investments from time to time. The Fund may not purchase the securities of any issuer if such purchase would cause more than 5% of its assets at market to be invested in the securities of such issuer (other than obligations of the United States. and its instrumentalities) or would cause more than 10% of any class of securities of such issuer to be held in the Fund's portfolio. It may not purchase or retain secu- rities of an issuer if the officers and directors of the Fund together own more than 5% of any class of securities of such issuer. It is prohibited from purchasing the securities of other investment companies except in connection with a merger or in the open market where no profit other than the customary broker's commission O44eitt(F6PRotesztser220giniatti CIAIIQU8rPrIPPRIMPRPPu9290he securities of companies which, including predecessors, have a record of less than three years' continuous operation, although it may invest in the securities of (1) companies substan- tially all of whose assets are securities of companies with a record of three years' continuous operation or are assets of another company's independent division which has had such a record, or (2) regulated public utilities or pipe-line companies which do not have such a record. It may not buy any securities or other property on margin. It is the policy of the Fund to diversify investments among industries and not to invest in companies for the purpose of exercising control or management, not to buy or sell real estate, commodities or commodity contracts unless acquired as a result of ownership of securities, not to make loans to other persons (except by purchase of bonds and other obligations constitut- ing part of an issue) and not to underwrite securities issued by others. The Fund may borrow money only as a temporary measure for extraordinary or emergency purposes, and such amounts as it does so borrow may not exceed 10% of its gross assets taken at cost. The restrictions in this and the preceding paragraph may not be changed without a vote of the shareholders. The Fund's policy is to limit portfolio turnover to transactions necessary to carry out investment policy, to obtain cash for redemption and repurchase of its shares and to make changes in its status for purposes of determining tax liability. The management approaches these decisions with the essentially long-term point of view of the careful investor rather than that of the trader. ORGANIZATION AND CAPITAL STOCK AND NON-CUMULATIVE VOTING The Fund is a Massachusetts corporation formed as a result of a merger on October 15, 1954, of a Delaware corporation of the same name into its wholly-owned subsidiary formed for the purpose of changing its dom- icile to Massachusetts. The predecessor Delaware corporation was organized on December 12, 1946, and commenced business January 17, 1947. The Fund has only one class of securities?shares of capital stock of $1 par value?of which 75,000,000 are authorized. These shares have non--cumulative voting rights which means that the holders of more than 50% Approved For Release 2002/03/204 CIA-RDP78-03089R000100030002-0 of the shares vAiR Wing ligt&I#M.Pent92c1A3/20 :vgiATRPEIR42089R430?1100,03102002below (the elect 100% of the directors if they choose to do so, and, percentage in each case being a percentage of the appli- in such event, the holders of the remaining less than cable offering price) : 50% of the shares voting for the election of directors will not be able to elect any person or persons to the board of directors. Fractional shares may be issued and when issued have the same rights proportionately as full shares. Currently, such fractional shares are issued only in connection with the Continuous Investment, Dividend Reinvestment and Systematic Withdrawal Plans de- scribed on pages 7 and 8. Each full share has one vote, and when issued is fully-paid and non-assessable. The shares are transferable by endorsement or stock power in the customary manner, but the Fund is not bound to recognize any transfer until it is recorded on the books of the Fund. The holders of shares are entitled on liquidation to all assets remaining for distribution after satisfaction of all outstanding liabilities and are entitled to share therein in proportion to the number of shares held. No shares carry any conversion, subscription or other preemptive rights except the right to require repurchase thereof by the Fund as described on page 8. SALE OF SHARES Investors may buy shares (limited, in the case of initial investments, to ten shares or more) at asset At least But less than On investments of (10 shs.) $ 25,000-71A% On investments of $ 25,000 50,000----5 On investments of 50,000 100,000-4 % On investments of 100,000 250,000 - 3 % On investments of 250,000 500,000--21/2% On investments of 500,000 1,000,000---2 % On investments over 1,000,000 -1 % The above scale on investments of $25,000 or more is applicable to purchases of Fidelity Fund, Inc., Puritan Fund, Inc., Fidelity Capital Fund, Inc., Fidelity Trend Fund, Inc., Dow Theory Investment Fund, Inc., and Everest Income Fund, Inc. (in those states where qualified), either singly or in combination with shares of one or more of the other Funds, made at one time by an individual, or an individual, his spouse and their chil- dren under the age of twenty-one, or a trustee, guardian or other like fiduciary of a single trust estate or single fiduciary account. In addition, any of the persons enumerated above may sign a Statement of Intention in the form provided by the Distributor covering purchases of one or more of the Funds to be made within a period of thirteen months and thereby become eligible for the reduced PER SHARE INCOME AND CAPITAL CHANGES (For a share outstanding throughout the fiscal year) Fiscal Year Ended July 31 1958 1959 1960 Income and Expense Income $ 40 $ .40 $ .42 Expenses 04 .04 .05 Net income 36 .36 .37 Dividends from net income ( 36) (.36) (.37) Capital Changes Net asset value at beginning of year . 6.35 6.33 8.36 Net realized and unrealized profits (or losses) on securities .04 2.03 (.64) Distributions from realized capital gains . . (.06) - (.11) Net asset value at end of year $6 33 $8.36 $7.61 Ratio of expenses to average net assets . . 0.59% 0.57% 0.58% Ratio of net income to average net assets . 6.08% 4.77% 4.64% Number of shares outstanding at end of year (000 omitted) 7,307 8,521 9,915 1961 1962 1963 1964 1965 1966 1967 $ .40 $ .42 $ .41 $ .43 $ .44 $ .46 $ .50 .04 .05 .05 .05 .05 .05 .05 .36 .37 .36 .38 .39 .41 .45 (.36) (.36) (.36) (.38) (.38) (.40) (.45) 7.61 8.49 7.47 8.52 9.80 9.96 10.48 1.09 (.80) 1.21 1.45 .46 .68 2.00 (.21) (.23) (.16) (.17) (.31) (.17) (.47) $8.49 $7.47 $8.52 $9.80 $9.96 $10.48 $12.01 0.56% 0.57% 0.57% 0.55% 0.53% 0.49% 0.48% 4.53% 4.46% 4.41% 4.15% 3.93% 3.76% 4.26% 12,817 15,726 19,546 25,298 36,865 45,649 52,545 Approved For Release 2002/03/20 : CIA-RDP78-03089R000100030002-0 5 sales comAIX1115.0 VgibfiliESKeFig I ffrils114 tglORIP chased during the thirteen-month period. Purchases of shares of one or more of the Funds named above by tax-exempt charitable, religious, educational and similar corporations, associations or foundations enumerated in Section 501(c) (3) or (13) of the Internal Revenue Code and tax-exempt pension, profit-sharing or other employee benefit plans qualified under Section 4.01 of the Code are eligible for the reduced sales commission based upon the aggregate of (1) the total amount of shares of the above-named Funds purchased subse- quent to April 3, 1967 and still held in the investor's account, valued at the public offering price paid by the investor at the date purchased, and (2) the number of shares currently being purchased. This qualification is subject to verification by the Distributor, from whom appropriate forms for this purpose are available. When purchasers are participating in a Continuous Invest- ment or Dividend Reinvestment Plan, the dealer and/or registered holder must provide written notice to the Distributor. In order to comply with Massachusetts laws appli- cable to employee profit-sharing plans, the Trustee of the Profit-Sharing Plan for the benefit of officers and employees of the Adviser and of its wholly-owned subsidiaries may from time to time purchase shares of the Fund for the Plan at net asset value and will agree so to purchase for investment only and not for resale except to the Fund. Shares of Puritan Fund, Inc. which have been out- standing for at least six months may be exchanged for shares of Fidelity Fund, Inc., Fidelity Capital Fund, Inc., Fidelity Trend Fund, Inc. or Dow Theory Invest- ment Fund, Inc. (which, as well as shares of Congress Street Fund, Inc. and Second Congress Street Fund, Inc., may be similarly exchanged for shares of Puritan Fund, Inc.) on the basis of the relative net asset values per share at the time of the exchange. Upon receipt of proper instructions and all necessary sup- porting documents in form acceptable to the Funds and their Transfer Agent, such exchange will be effected by redemption of shares of the Fund held and issuance of shares of the other Fund to the redeeming share- holder. A capital gain or loss for Federal tax purposes will be realized upon the exchange, depending upon the Approved For Release 2002/03/20 CIA-RCIPoTWEiMile0s995Te91 led. This offer is available only in states where shares of the Fund being acquired may legally be sold. Each transaction must involve at least 100 shares of the Fund being redeemed, and such transactions may include shares purchased by reinvestment of dividends or acquired by acceptance of optional capital gains distributions in shares and any additional shares not exceeding 25% of the total exchanged, notwithstanding the fact that they have been held less than six months. A charge of $5 will be made to the shareholder for services in each such transaction. Prospectuses of the other Funds may be obtained by writing to them at 35 Congress Street, Boston, Massachusetts. The Fund will not knowingly sell shares where, after the sale, such shares would be owned directly, indi- rectly, or through a unit investment trust by another investment company whether foreign or domestic owning directly, indirectly, or through a unit investment trust more than 3% of the outstanding shares of the Fu.nd, except that sales to Puritan Accumulation Plans, a unit investment trust for accumulation of shares of the Fund, shall not be subject to this limitation. Dealers with whom the Distributor has sales agree- ments purchase shares at a maximum discount of 6% from the offering price to investors on transactions of less than $25,000. The balance of the sales charge is retained by the Distributor. The discount from the applicable public offering price is alike for all dealers except that qualified dealers in foreign countries may purchase shares at a maximum discount of 6V/0 in return for translating and distributing sales literature in a particular foreign language within a particular country. Dealers may receive or obtain a portion of the customary and standard brokerage commissions on pur- chases or sales of portfolio securities not only of the Fund but also of other Funds for which Fidelity Management & Research Company acts as adviser. The Fund may also buy portfolio securities from, or sell such securities to, dealers acting as principals. The Fund always seeks to effect its transactions in portfolio securities whether acting through a dealer as agent or with a dealer as principal where it can get prompt execution of orders at the most favorable prices. While there is no formula, or undertaking or agreement to do so it is the practice FIA-RDP78-03089R000100030062-0 of the Fund so APWOVRAf5tiraR9Ipitt0310302103/20 sider the following additional factors in the allocation of brokerage business: (1) the relative sales of the shares of all of the Funds for which Fidelity Management & Research Company serves as adviser, and (2) statistical and other factual information provided to the Adviser. These factors are also taken into account where there is no competition among dealers on the basis of price. In no event, however, will these factors be given any weight if this would result in the Fund not obtaining the most favorable price and execution. The Fund has no intention of placing portfolio business with any particular broker or group of brokers. Allocation as used in the above and the following paragraphs relates to the commissions received by the dealers who execute particular transactions or receipts by a dealer who, although not executing the transaction, receives a portion of the brokerage commission from the dealer who executes the transaction. During the fiscal year ended July 31, 1967, brokerage commissions totalled $1,709,238, of which approxi- mately 26 per cent was allocated to dealers who pro- vided statistical and other factual information to the Adviser. It is, of course, impossible to assign an exact dollar value for these services, and their receipt does not reduce the Adviser's expenses. Approximately 31 per cent was allocated to other dealers on the basis of their sales of shares of all of the Funds for which Fidelity Management & Research Company acts as investment adviser. These percentages are not neces- sarily indicative of percentages applicable to other Funds for which Fidelity Management & Research Company acts as investment adviser. The balance of this broker- age business was allocated to dealers without regard to the two factors enumerated above. The Fund has entered into an agreement with Crosby Plans Corporation under which shares of the Fund may be acquired at net asset value by the Custodian of Single Payment and Systematic Payment Investment Plans based upon the shares of the Fund and sponsored by Crosby Plans Corporation. The net asset value is determined by The National Shawmut Bank of Boston, Custodian, at the close of business on each business day, i.e., a day on which the New York Stock Exchange is open, and is accomplished Approved For Release 2002/03/29: :bPlAivIRDR7eg0313130R001111000000024ties plus other assets, less liabilities, by the number of shares outstanding. Such determination is made (i) by apprais- ing portfolio securities which are traded on the New York Stock Exchange or the American Stock Exchange at the last sale price, or, if no sale, at the closing bid price, (ii) by appraising other securities as nearly as possible in the manner described in clause (i) if traded on any other exchange, and if not so traded, on the basis of over-the-counter market quotations, if avail- able, (iii) by appraising all other securities and other assets at fair value in the best judgment of the Board of Directors. The public offering price based on this net asset value is effective from 4:30 P.M. (New York City time) on that day until 2:00 P.M. the next business day. In addition, the net asset value is again so determined as of 1:00 P.M. on each business day and the net asset value so determined and the public offering price based thereon is effective from 2:00 P.M. until 4:30 P.M. The Fund's charter provides that determination of the asset value may be suspended at times when the New York Stock Exchange is closed or in the event certain other emergencies have been determined to exist by the Securities and Exchange Commission pur- suant to the Investment Company Act of 1940. The Fund reserves the right at any time to make computations of offering prices at other times, to vary the effective periods thereof, or to suspend offerings entirely. The Fund may issue shares at net asset value in connection with any merger or consolidation with, or acquisition of the assets of, any investment company or trust, subject to the requirements of the Investment Company Act of 1940. CONTINUOUS INVESTMENT AND DIVIDEND REINVESTMENT PLANS There is available a Plan for the purchase of Fund shares by means of payments made from time to time, as the investor may desire, to The National Shawmut Bank of Boston, Custodian and Transfer Agent of the Fund. Under this Plan the investor appoints the Bank as agent to invest his payments and to reinvest cash dividends received on shares acquired under the Plan at the public offering price in effect at the close of business on the day of receipt by the bank. The mini- CIA-RDP78-03089R000100030002-0 mum initiallOpreivect Edt CRefeilasei2022i080X-: ship of shares of the Fund at current offering price. Each subsequent payment must be at least $50, and a minimum of $300 must be invested during each year. There is also available to shareholders of the Fund owning shares with a value at current offering price of at least $1,500 a Plan for automatic reinvestment of dividends. Such reinvestment will be made at offering price in substantially the same manner as described above with respect to the Continuous Investment Plan. Under both Plans, investors must elect to receive in stock at net asset value any capital gains distributions declared in stock or cash at the option of shareholders. The investor should bear in mind that, as with all other types of investments in securities, these Plans do not assure a profit and do not protect against depreciation in declining markets. SYSTEMATIC WITHDRAWAL PLAN There is available to shareholders a Systematic With- drawal Plan under which a fixed sum may be paid regularly to shareholders who purchase or already own $10,000 or more of Fund shares at the current offering price. Such payments are made first out of available cash distributions from the Fund and then so far as necessary out of the proceeds of redemption of shares deposited under the Plan. Thus, depending upon the size of the payments requested and the fluctuations of the market price of the underlying portfolio securities, redemptions for the purpose of making such payments may reduce or even use up the investment. For this reason the payments cannot be considered as a yield or income on the investment. Withdrawals, in this or any other investment com- pany, concurrently with purchase of shares, in this or any other investment company, will ordinarily be disadvantageous to the investors because of payment of duplicative distribution charges. For this reason, no Systematic Withdrawal Plan will be accepted at the same time during which a Continuous Investment Plan or Dividend Reinvestment Plan is in effect for a shareholder. However, an investor may purchase addi- tional shares of the Fund under a Statement of Intention CIATIRWWW9BLQ0914!0;139SPAThile he has a Systematic Withdrawal Plan in effect. READY MARKET FOR SHARES Under normal circumstances the Fund voluntarily maintains a ready market for the repurchase of its shares by a "bid price" available through investment dealers. Beginning with the opening of the New York Stock Exchange on any day, the Fund will repurchase its shares until 1 P.M. (New York City time) at the asset value to be determined as of 1 P.M. and from 1 P.M. until the next opening of the Exchange will repurchase its shares at the asset value to be determined as of 3:30 P.M. Any shareholder of record may require the Fund to purchase his shares by depositing the certificates there- for, duly endorsed for transfer, at the office of the Custodian, with a request that the Fund purchase the shares represented thereby pursuant to paragraph 8(a) of the Articles of Organization. The repurchase or redemption price (which may be more or less than the shareholder's cost, depending upon the market values of the portfolio securities at the time of repurchase or redemption) will be the net asset value as of the close of business on the date of deposit if the deposit is made at or before 12:00 noon on a business day, or, if the deposit is made after 12:00 noon, at the closing net asset value on the next business day. Payments for shares so deposited shall be made within seven (7) days after the date of deposit. In case of a suspension of deter- mination of net asset value (see "Sale of Shares"), the right of redemption is also suspended and the share- holder may either withdraw his certificate from deposit or receive payment of the net asset value determined as of the close of business on the first day after the suspension upon which a determination is made. DISTRIBUTIONS AND TAXES Dividends are being paid on or about the 25th day of January, April, July and October. It is the policy of the Fund to distribute substantially all of its net invest- ment income and net realized capital gains. It is the practice of the Fund to distribute capital gains in shares of the Fund at net asset value or, at the election of each shareholder, in cash. In so doing, the Fund intends to Approved For Release 2002/03/20 : CIA-RDP78-03089R000100030002-0 8 PURITAN FUND, INC. Approved Foiuneltiltget20632103120u:sdUeftgaintifF36g0M50100030002-0 (to be attached to pages seven and eight) This prospectus is revised by striking the present section entitled "Continuous Investment and Divi- dend Reinvestment Plans" and inserting therefor the following language. Voluntary Accumulation Plan There is available a Plan for the purchase of Fund shares by means of payments made from time to time, as the investor may desire, to The National Shawmut Bank of Boston, Custodian and Transfer Agent of the Fund. Under this Plan, which may be terminated at any time, the Bank is appointed as agent to invest the payments and/or to reinvest cash dividends received on shares acquired under the Plan at the public offering price in effect at the close of business on the day of receipt by the bank. The minimum initial investment is $500 or the equivalent ownership of shares of the Fund at current offering price. Each subsequent payment must be at least $50 and, until such time as the investment reaches $1,500 at offering price, the Distributor reserves the right to terminate the Plan unless a minimum of $300 is invested in each calendar year. Under the Plan, investors must elect to re- ceive in stock at net asset value at a date determined by the Board of Directors any capital gains distri- butions declared in stock or cash at the option of shareholders. The investor should bear in mind that, this Plan does not assure a profit and does not pro- tect against depreciation in declining markets. There is also available to dealers an arrangement under which the $500 minimum initial investment will be waived where the dealer has established to the satisfaction of the Distributor adequate adminis- trative procedures for accepting and transmitting payments under a payroll deduction, military allot- ment, or similar regular payment method, or in connection with an arrangement meeting the re- quirements of the Self-Employed Individuals Tax Retirement Act of 1962, as amended ("Keogh Plan"), where the arrangement is sponsored by a trade or professional association whose members are eligible to participate therein. The group must invest initially at least $500, and each investor must invest at least $50 at the time of the initial and each subsequent investment. No reduction in sales charge, not otherwise permitted as described under "Sale of Shares" on page 5 of this prospectus, will be available because of the aggregation of purchases by any group formed under this arrangement. The prospectus is further revised by adding the following sentence to the first paragraph in the sec- tion entitled "Systematic Withdrawal Plan." This minimum investment is reduced to $5,000 if the shareholder requests quarterly rather than as with akkafoiliZaVIVIRdatuAs 2tiFf2PONT0 : CIFADItt6P*4631Y8131NUM400030002-0 March 1, 1968 comply with AOlicavetf riveRetesidiie available to investment companies as it did during the fiscal year ended July 31, 1967. Under the Code, a com- pany of this type which distributes to shareholders for any year all of its net income as defined in the Code, in- cluding both net investment income and net capital gains, will be relieved of Federal income tax, which tax usually will be paid by the shareholders on the distribu- tions received by them. A shareholder receiving a distribution from ordinary income or an excess of net short-term capital gain over net long-term capital loss treats it as a receipt of ordi- nary income in the computation of his gross income. Distributions of the excess of net long-term capital gain over net short-term capital loss are taxable to the shareholder as a long-term capital gain and are not eligible for the dividend received exclusion. As of July 31, 1967, approximately 21% of the net asset value of the shares represented unrealized appre- ciation of the underlying securities. Net gain on sales of securities when realized and distributed is reportable by shareholders as a capital gain. If the net asset value of shares were reduced below a shareholder's cost by distribution of gain realized on sales of securities, such distribution would be a return of investment to him although reportable for tax purposes as stated above. wtio 02)(031120 : GIARDPIC8r08089R000100 ADDITIONAL INFORMATION At August 1, 1967, the officers and directors of the Fund, as a group, owned less than 1% of the capital stock of the Fund outstanding on that date. Certain officers of the Fund are officers or employees of the Adviser. During the fiscal year ended July 31, 1967, the fee received from the Fund under the Advisory and Service contract was $1,967,554. The Fund has entered into a distribution agreement with The Crosby Corporation, 225 Franklin Street, Boston, Massachusetts, whereby it has become the Distributor of shares of the Fund. During the fiscal year ended July 31, 1967, The Crosby Corporation received $905,072 in commissions from sales of shares of the Fund. The Fund's Advisory and Service Contract, dated October 28, 1965, and the distribution agreement, dated 0;10 0024) as long as the continuance is approved at least annually by the Fund's Board of Directors, including those directors who are not affiliated with the Adviser or the Distrib- utor or the Fund except in their capacity as Directors of the Fund, or by a majority of the shares of capital stock of the Fund. Each Contract automatically termi- nates in the event of its assignment by the Adviser or the Distributor, as the case may be. The Advisory and Service Contract is terminable by either party on sixty days' notice, and the distribution agreement is termi- nable by either party on six months' notice. For those self-employed individuals who as sole proprietors or partnerships wish to purchase shares of the Fund in conjunction with the Self-Employed Indi- viduals Tax Retirement Act of 1962, as amended, there is available through The Crosby Corporation a Custody Agreement and Plan which received Internal Revenue Service acceptance as a Prototype on January 17, 1967, and was given I.R.S. Serial No. BOS-POL-66-3A-2. The Custody Agreement provides that the State Street Bank and Trust Company furnish custodial services to the self-employed individual, and his employees, if any are included as participants as required by such Act. The service fees charged by the Bank to the self- employed individual or the participant account are subject to change on 30 days' written notice to the employer. For further details, see Section 8 of the Custody Agreement. The current service fees are as follows: Opening the Keogh Custodian Account, $5.00; annual maintenance for the first participant account, $4.00, and $2.00 for each additional participant account; $1.00 for each deposit to a participant account; for lump sum distribution of benefits in cash, shares, annuity, government bonds, or return of excess contribution, $5.00 or 1% of the amount, whichever is less; for each periodic cash distribution, $1.50 or 1% of the amount, whichever is less. No other service fees shall be charged for normal custodian services. Purchases of shares of the Fund for these retirement plans may not be made by telephone or wire. Such Approved For Release 2002/03/20g CIA-RDP78-03089R000100030002-0 purchases mknatotedifir IReleaterc2002/03/20 the Custodian. All purchases will be made by the Custodian after receipt of payment. For further details, including the right to appoint a successor custodian, see the Custody Agreement and Plan as provided by The Crosby Corporation. On January 31,1967, Allen Klein & Co., Inc. brought suit against the Fund in the United States District Court for the Southern District of New York alleging that the Fund had repudiated without cause an agree- ment to sell the plaintiff 404,000 shares of the common stock of Metro-Goldwyn-Mayer, Inc. (MGM), at a price of $38.00 per share. The contract price was allegedly to include a declared but then unpaid 5% stock dividend so that the Fund was supposedly to receive a gross price of $36.20 per share on 424,200 shares. The complaint further alleged that the stock CIAEREPRZ8-030139R0110100;t c;t) 32o-1:performance of the alleged agreement. On May 29, 1967, the plaintiff amended its complaint to join one Edgar Bronfman as a defendant. The amended complaint realleges the agreement and demands relief as described above. In addition it alleges that Bronfman induced the Fund to repudiate the alleged agreement; a conspiracy between the Fund and Bronfman to prevent the plain- tiff from obtaining the Fund's holdings of MGM stock pursuant to which the Fund transferred one-half of said holdings to Bronfman; and that Bronfman converted the shares of MGM stock which he allegedly received. It is the opinion of the Fund's officers and directors and of its counsel that the action is wholly without merit and it is not anticipated that the Fund will sustain any damages as a result of the action or on account of the litigation as a whole. STATEMENT OF ASSETS AND LIABILITIES ,ITTLY 31, 1967 ASSETS Investments at market (average cost $457,582,706) ? per following schedule Corporate short-term notes at cost approximating market Cash Receivable for investments sold Receivable for shares sold Dividends receivable Accrued interest receivable LIABILITIES Payable for investments purchased . . . $2,871,433 Payable for shares repurchased . . . . 720,702 Accrued management fee 561,798 Other payables and accrued expenses . . 125,078 NET ASSETS at market ? 52,544,653.4 shares outstanding Net asset value and redemption price per share ($631,094,953 4- 52,544,653.4 shares) Offering price per share (100/92.5 of $12.01) $592,037,289 28,487,913 7,916,777 789,078 4,213,367 716,695 1,212,845 STATEMENT OF INCOME YEAR ENDED JULY 31, 1967 Income: Dividends Interest Expenses: Management fee (see "Advisory and Service Contract", page 3) $1,967,554 Custodian 118,741 Transfer agent 116,605 Dividend disbursing agent 86,893 Legal and auditing 16,839 Reports to shareholders 48,793 Massachusetts excise tax 113,944 Miscellaneous 27,725 $18,428,696 6,280,215 24,708,911 2,497,094 635,373,964 4,279,011 $631,094,953 $12.01 $12.98 Net income for the year $22,211,817 On sales of $25,000 or more the offering price is reduced as set forth on page 5. NOTE: No provision for Federal income tax is believed necessary since the Fund distributes all of its taxable income for each fiscal year and otherwise complies with provisions of the Internal Revenue Code applicable to investment companies. Approved For Release 2002/03/20 j0CIA-RDP78-03089R000100030002-0 NOTE: Total operating and management expenses were 10.1% of investment income. Realized net gain on investments total $21,255,755 Increase in unrealized appreciation of investments . $82,236,730 PURITAN FUND, INC. Approvctifkoel; tOetraglIPRISTACtiieg&ggd7er&NPROA1a)030002-0 The last paragraph of text on page 10 of the Pro- spectus is deleted and the following paragraph is substituted in its place: On November 6, 1967, Allen Klein & Co., Inc. brought suit against Puritan Fund, Inc. (the "Fund"), Edgar Bronfman and Philip Levin in the United States District Court for the Southern District of New York. On January 27, 1968, the plaintiff amended its complaint. The complaint, as amended, alleges seven separate and non-cumulative causes of action, five of which seek recovery against the Fund. The first such cause of action alleges a violation of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, by reason of allegedly false and misleading statements made to the Fund by Bronfman and Levin, acting as part of a group denominated the "Levin Group," which statements allegedly caused the Fund to breach an alleged agree- ment to sell to the plaintiff certain shares of common stock of Metro-Goldwyn-Mayer, Inc. (MGM). The complaint goes on to state that these shares were subsequently sold to Bronfman. In connection with this cause of action the plaintiff seeks an order de- creeing that the sale to Bronfman was illegal, specific performance of the alleged agreement between it and the Fund, and monetary damages from all defendants jointly and severally. The second cause of action seeking relief as against the Fund re-alleges the agreement between the Fund and the plaintiff and asserts agif0Weli geciPaellel aiddibla February 14, 1968 based on an allegation that at the time it entered into the alleged contract with the plaintiff the Fund concealed its intentions not to perform the agree- ment. On this cause of action the plaintiff seeks specific performance and monetary damages. The third such cause of action alleges that the Fund had repudiated without cause the alleged agreement to sell the plaintiff 404,000 shares of the common stock of MGM at a price of $38.00 per share. The contract price was allegedly to include a declared but then unpaid 5% stock dividend so that the Fund was supposedly to receive a gross price of $36.20 per share on 424,200 shares. The complaint alleges that the stock is unique in value and demands specific per- formance of the alleged agreement. The fourth such cause of action alleges that there was a conspiracy between the Fund, Levin and Bronfman to prevent the plaintiff from obtaining the Fund's holdings of MGM stock pursuant to which conspiracy it is alleged that the Fund transferred one-half of said holdings to Bronfman. Monetary damages are sought under this cause of action. Finally the com- plaint seeks injunctive relief against the sale by the Fund of its holdings of MGM shares to anyone other than the plaintiff. It is the opinion of the Fund's officers and directors and of its counsel that the alleged causes of action against the Fund are wholly without merit and it is not anticipated that the Fund will sustain any damages as a result of the action or on account of the litigation as a whole. : CIA-RDP78-03089R000100030002-0 Approved IRWAWEVIEC200270312NCIFA FWB333/03MIM0100030002-0 Net assets at beginning of year (including undistributed net income of Year Ended July 31 1965 1967 1966 $1,583,102-1967; $808,412-1966; $264,917?,-1965) $478,315,774 $367,105,359 $247,867,065 Income: Net income for year 22,211,817 17,188,256 12,063,879 Net amount for participation in undistributed income included in price of shares issued and repurchased 546,188 574,042 598,987 22,758,005 17,762,298 12,662,866 Less cash dividends (note A) 22,672,966 16,987,608 12,119,371 Increase in undistributed income 85,039 774,690 543,495 Capital: Realized and unrealized gains on investments: Net gain on sales of investments, based on average cost (note C) 21,255,755 21,563,569 6,184,978 Less distributions (note B) 21,479,723 6,271,549 7,890,057 Increase or (decrease) in balance of realized net gain (223,968) 15,292,020 (1,705,079) Increase in unrealized appreciation of investments 82,236,730 274,901 7,210,619 Capital stock issued and repurchased, exclusive of amounts allocated to income above (note D): Receipts for shares sold and issued 86,059,988 115,886,433 119,159,485 Asset value of shares issued in distribution of realized net gain 15,860,394 4,390,894 5,265,052 Less cost of shares repurchased (31,239,004) (25,408,523) (11,235,278) Net increase 70,681,378 94,868,804 113,189,259 Net assets at end of year (including undistributed net income of $1,668,141- 1967; $1,583,102-1966; $808,412-1965) $631,094,953 $478,315,774 $367,105,359 NOTES A Cash dividends per share from income .45 $ .40 $ .38 B -- Distributions per share from net gain realized in preceding fiscal year, paid in shares of the Fund, or, at the election of shareholders, in cash $ .47 $ .17 $ .31 A distribution of 40 cents per share from net gain on investments realized during the year ended July 31, 1967, was declared on August 2, 1967, payable September 1, 1967, to shareholders of record August 2, 1967. C Realized net gain for Federal income tax purposes $ 21,287,803 $ 21,499,430 $ 6,304,805 D ? Capital stock of Fund issued and repurchased: Shares sold and issued 8,325,856.2 10,660,019.0 12,138,538.5 Shares issued in distribution of realized net gain 1,603,679.9 444,872.8 566,744.0 Less shares repurchased (3,034,164.1) (2,321,080.9) (1,137,815.2) Net increase in number of shares 6,895,372.0 8,783,810.9 11,567,467.3 Approved For Release 2002/03/201CIA-RDP78-03089R000100030002-0 Shares Approved For Releaspc2AMingtcppAIR9FRpilpp89R000100030002-0 (SHOWING PERCENT OF TOTAL MARKET VALUE OF INVESTMENTS) COMMON STOCKS-80.8% Cost Market Aircraft and Aerospace--6.6% 301,000 Bendix Corp. $ 7,671,053 $ 16,254,000 54,400 Lockheed Aircraft Corp 2,157,790 3,767,200 90,000 North American Aviation, Inc. 4,902,119 4,106,250 155,000 United Aircraft Corp 5,118,249 14,821,875 $ 19,849,211 $ 38,949,325 Automobile and Equipment-6.0% 110,900 Borg-Warner Corp $ 4,602,368 S 5,087,538 103,500 Electric Storage Battery Co 107,000 Ford Motor Co. 206,400 Fruehauf Corp 55,200 General Motors Corp. 156,000 Midland-Ross Corp. 5,217,692 6,197,063 5,986,311 5,550,625 6,767,837 7,172,400 4,088,915 4,678,200 2,649,361 5,343,000 51,000 Stewart-Warner Corp _ 940,351 1,676,625 $ 30,252,835 $ 35,705,451 Building-3.4% 106,400 Johns-Manville Corp $ 5,691,759 $ 6,251,000 103,800 National Lead Co. 7,588,751 6,435,600 163,200 Otis Elevator Co 8,105,811 7,527,600 $ 21,386,321 $ 20,214,200 Cement-0.8% 107,000 Ideal Cement Co 143,200 Lone Star Cement Corp $ 2,315,393 8 2,033,000 2,999,700 2,685,000 $ 5,315,093 $ 4,718,000 Chemical-3.3?A, 10,000 Air Reduction Co $ 317,986 $ 427,500 82,300 Allied Chemical Corp 3,080,302 3,178,838 69,000 American Cyanamid Co 2,330,920 2,259,750 3,100 duPont de Nemours (E. I.) & Co 466,908 471,975 140,000 Minerals & Chemicals Philipp Corp :1,634,812 6,230,000 146,300 National Distillers & Chemical Corp 4,232,252 6,802,950 $ 14,063,180 $ 19,371,013 Consumer Products-4.2% 84,700 Mohasco Industries, Inc $ 1,209,424 $ 1,651,650 58,500 Parke, Davis & Co 1,837,181 1,711,125 .399,800 Stanley Warner Corp 5,898,570 21,489,250 $ 8,945,175 $ 24,852,025 Entertainment-1.9% 209,475 Metro-Goldwyn-Mayer, Inc. $ 4,085,341 $ 11,573,494 Approved For Release 2002/03/20: 12 COMMON STOCKS-Continued Shares Financial-1.4% 113,100 Liberty Loan Corp 165,000 Marine Midland Corp 40,500 State Loan & Finance Corp., Class A Cost Market 3,341,501 $ 2,573,025 4,933,840 5,053,125 852,792 673,313 9,128,133 1; 8,299,463 Food ana Beverage-1.9% 250,000 Buckingham Corp., Class A $ 3,415,798 $ 4,593,750 73,000 Central Aguirre Sugar Co 1,845,372 2,609,750 36,900 Great Western Sugar Co 1,295,465 1,937,250 61,400 Staley (A. E.) Manufacturing Co 2,253;298 2,448,325 $ 8,809,933 $ 11,589,075 Machinery-5.1% 282,900 Bucyrus-Erie Corp. $ 5,907,400 $ 9,618,600 125,000 Chicago Pneumatic Tool Co 4,297,735 5,640,625 112,000 Ex-Ce1l-0 Corp. 4,925,745 6,832,000 105,000 Stanley Works (The) 2,577,321 3,570,000 58,000 United Shoe Machinery Co 3,404,825 4,466,000 $ 21,113,026 $ 30,127,225 Metals and Mining-4.5% 57,900 American Smelting & Refining Co $ 3,653,153 $ 4,306,313 288,900 Anaconda Co 8,077,538 13,903,313 120,000 Cerro Corp 2,985,236 5,100,000 110,400 Maust Coal & Coke Corp 2,132,929 910,800 86,500 Pan American Sulphur Co 2,083,284 2,313,875 $ 18,932,140 $ 26,534,301 Oil and Gas Equipment--1.8% 144,400 Dresser Industries, Inc. $ 2,328,458 $ 5,956,500 73,300 Halliburton Co 2,082,621 4,535,438 $ 4,411,079 $ 10,491,938 Paper-3.9% 127,000 International Paper Co 112,000 Mead Corp 202,000 Rayonier, Inc. 114,300 Riegel Paper Corp 132,600 St. Regis Paper Co 6,400 U. S. Plywood-Champion Papers, Inc 3,926,316 $ 3,698,875 4,775,282 4,830,000 6,238,785 6,691,250 2,761,824 2,803,513 3,816,961 4,491,825 200,017 345,600 $ 21,719,185 $ 22,861,063 CIA-RDP78-03089R00010003000241 Approved ForiFteMtqem210104193/2shlyq-gRp741040?4R000100030002-0 COMMON STOCKS-Continued Shares Cost Market Petroleum-3.8% COMMON STOCKS-Continued Shares Cost Market Transportation (Other than Railroads)-4.4% 162,000 Phillips Petroleum Co 8,946,501 $ 10,631,250 150,700 American Commercial Lines $ 3,961,656 $ 6,442,425 21,000 Royal Dutch Petroleum Co 779,289 766,500 157,000 Greyhound Corp. 3,561,318 3,905,375 112,000 Standard Oil Co. (N. J) 6,423,202 7,210,000 155,700 Transcontinental Bus System, Inc 5,838,165 7,395,750 113,000 Sunray DX Oil Co. 3,313,215 4,096,250 75,000 U. S. Freight Co 3,794,124 6,075,000 $ 19,462,207 $ 22,704,000 73,130 U. S. Lines Co. 2,157,541 2,504,703 $ 19,312,804 $ 26,323,253 Railroads-1.0% 72,000 Great Northern Rwy. Co. $ 3,342,692 $ 4,806,000 31,500 Norfolk & Western Rwy. Co 2,679,741 3,331,125 500,000 Chubu Electric Power Co. $ 747,580 $ 747,580* 42,250 Seaboard Coast Line R.R. Co 1,458,301 2,925,813 150,000 Colorado Interstate Gas Co 4,909,228 5,606,250 69,500 Columbia Gas System, Inc 1,922,389 1,850,438 $ 7,480,734 $ 11,062,938 59,116 Kansai Electric Power Co. 882,988 1,167,541 153,000 Mississippi River Corp 3,024,061 2,907,000 Retail Trade-0.8% 70,000 Montana Power Co 2,226,162 2,170,000 61,000 Grant (W. T.) Co $ 1,469,206 $ 2,142,625 150,000 Niagara Mohawk Power Corp 3,518,378 3,150,000 105,500 Kroger Co. (The) 2,940,583 2,400,125 $ 17,230,786 $ 17,598,809 $ 4,409,789 $ 4,542,750 Miscellaneous-7 9% 160,000 American Can Co $ 8,816,096 $ 9,240,000 Rubber-0.2% 244,900 Carborundum Co 8,883,217 17,051,163 28,300 Armstrong Rubber Co $ 1,081,320 $ 1,252,275 67,200 Dayco Corp 1,838,439 2,814,000 10,000 wts Gamble-Skogmo, Inc 36,250* Steel-6.3% 322,100 Mesabi Trust Co 4,357,710 4,227,563 137,000 Armco Steel Corp. 7,307,367 $ 7,569,250 130,300 Newport News Shipbuilding & Dry 50,900 Bethlehem Steel Corp 1,853,300 1,768,775 Dock Co. 6,239,178 6,254,400 239,500 Copperweld Steel Co 4,865,730 6,706,000 100,000 United-Carr, Inc 1,909,658 3,012,500 85,500 Harbison-Walker Refractories Co... 3,072,361 3,836,813 122,000 UMC Industries, Inc 2,063,503 2,897,500 321,000 Harsco Corp. 5,536,199 8,105,250 29,844 Western Sales, Ltd., Class At 272,933 242,483 61,500 Inland Steel Co 1,898,646 2,321,625 Other Securities 714,474 775,814 100,000 Interlake Steel Corp. 3,385,359 3,062,500 $ 35,095,208 $ 46,551,673 51,500 U. S. Steel Corp. 2,403,238 2,407,625 Total Common Stocks $355,463,730 $478,234,809 42,000 Youngstown Sheet & Tube Co 1,420,095 1,422,750 $ 31,742,295 $ 37,200,588 PREFERRED STOCKS-4.8% Textile-2.1%, 346,200 Beaunit Corp., Inc $ 4,998,410 $ 4,673,700 Shares Cost Market 49,000 Dan River Mills, Inc 715,604 1,071,875 114,200 Ludlow Corp 2,461,135 6,509 400 35,100 American Home Products Corp. $2.00 $ 8,175,149 $ 12,254,975 cony. $ 698,469 $ 2,983,500 15,000 Basic, Inc. cum. cony. 5% 677,033 708,750 20,700 Bendix Corp. $3.00 Series B 1,135,950 1,676,700 Tobacco-5.6% 40,200 Chicago & North Western Rwy. Co. 43,000 American Tobacco Co. 1,460,080 $ 1,499,625 cony. 5% Series A 3,576,961 6,834,000 194,600 P. Lorillard Co 9,065,267 11,578,700 20,000 Consolidated Edison Co. of New 269,000 Philip Morris, Inc 7,241,879 14,324,250 York, Inc. 5% cum. Series E... 2,000,000 1,900,000 140,800 Reynolds (R. J.) Tobacco Co 5,695,560 6,054,400 61,600 Glen Alden Corp. $3.15 cony. 4,873,520 7,053,200 $ 23,462,786 $ 33,456,975 12,736 II. P. Hood & Sons, Inc. 6% 637,705 573,120* Approved For Release 2002/03/206 CIA-RDP78-03089R000100030002-0 Shares Approved ForRmcwrwit9Rigs)RipivReFerniqp.R9)00100030002-0 PREFERRED STOCKS-Continued Cost Market 68,800 Pet Milk Co. $.80 cum. cony. prefer- ence $ 1,488,709 $ 1,410,100 13,000 Republic Corp. $1 cony. 202,095 339,625 5,760 Southeastern Public Service 51/2% cum. Series A (with 9,000 warrants) 287,861 264,960* 72,000 Tenneco Corp. $1.60 cum. 2nd 1,998,000 2,097,000 9,769 United Airlines, Inc. $5.50 893,864 898,748* 16,000 U. S. Plywood-Champion Papers, Inc. $1.20 cum. cony. 291,691 504,000 11,600 U. S. Smelting, Refining & Mining Co. cum. $5.50 922,200 951,200 Total Preferred Stocks $ 19,684,058 $ 28,195,203 BONDS-14.4% Principal Amount Cost Market $ 500,000 Albee Homes, Inc. cony, sub. deb. 5%, 1982 $ :326,908 $ 170,000 1460,000 American Airlines, Inc. cony, sub. deb. 44%, 1992 1,476,262 1,554,900 129,000 Automatic Retailers of America, Inc. sub. deb. 474%, 1983 (with warrants) 129,000 132,870 150,000 Barton Distilling Co. prom. notes 1970 150,000 150,000* 50,000 Barton Distilling Co. prom. notes 634%, 1972 50,000 50,000* 50,000 Barton Distilling Co. prom. notes 63/a%, 1974 50,000 50,000* 1,500,000 Beneficial Finance Co. deb. 64%, 1970 1,493,550 1,503,750 1,000,000 Beneficial Finance Co. deb. 5.60%, 1971 981,250 982,500 500,000 Berkey Photo, Inc. cv. deb. 534%, 1986 .500,000 775,000 441,000 Billups Western Petroleum Corp. deb. 6%, 1984 392,311 442,103 2,000,000 Boise Cascade Corp. 6%, 1970. 2,000,000 2,000,000* 1,500,000 Consumers Power Co. let mtge 57A%, 1996 1,126,655 1,500,000 339,000 The Dorsey Corp. sub. s.f. deb 63/2%, 1975 339,000 322,050 900,000 Eastern Air Lines, Inc. cony. jr. sub. deb. 534%, 1983 400,000 1,792,000 5,000,000 Eastern Air Lines, Inc. prom notes, 6%, 1986 5,000,000 5,000,000* Approved For Release 2002/03/20: BONDS-Continued Principal Amount $ 850,000 FWD Corp. deb. 1979 4 5,000,000 Federal National Mortgage Assoc 5.75%, 6/23/68 2,000,000 Federal National Mortgage Assoc 5%%, 9/10/68 1,405,000 Ferro Corp. s.f. deb. 5%%, 1992 3,000,000 Fruehauf Corp. s.f. deb. 6%, 1987 3,000,000 Georgia Power Co. lot mtge. 534%, 1996 450,000 Global Marine, Inc. sub. deb. 5%, 1984 100,000 Great Lakes Bowling Corp. cony. deb. 6%, 1976 2,000,000 Gulf Power Co. 1st mtge. 6%, 1996 3,000,000 IIarsco Corp. s.f. deb. 5.50%, 1992 1,000,000 II. P. Hood & Sons, Inc. inc. deb 6%, 1999 2,600,000 Household Finance Corp. or. notes 6%, 1969 476,000 Imperial Investment Corp., Ltd. coll. trust 6%%, 1980 2,000,000 Indian Head Mills, Inc. sub. deb. 1990 (with warrants) 300,000 Japan (Empire) ext. s.f. 5]A%, 1980 460,000 Japan Development Bank gtd. ext. loan bonds 6%, 1977 255,000 Japan Development Bank gtd. ext loan bonds 6%, 1978 2,000,000 Jersey Central Power & Light 1st mtge. 61A%, 1996 800,000 Keyes Fibre Co. sub. deb. 54%, 1985 ($480,000 with warrants) 1,000,000 Kidde (Walter) & Co., Inc. deb. 5%, 1991 2,000,000 Ling-Temco-Vought, Inc. prom. notes 634%, 1970 (with warrants) 485,000 Lockheed Aircraft Corp. sub. deb. 44%, 1992 389,000 Mansfield Tire & Rubber Co. cony. deb. 5%, 1974 885,000 McDonnell Douglas Co. ?v. sub. deb. 434%, 1991 600,000 Metromedia, Inc. cony. sub. notes 5%, 1979 (with 9,500 warrants) 900,000 Metromedia, Inc. Sr. notes 534%, 1984 Cost Market 848,587 $ 697,000 5,000,000 5,000,000 1,998,750 2,010,000 1,397,950 1,320,700 3,000,000 2,925,000 3,000,000 2,910,000 360,801 333,000 100,000 75,000* 2,042,180 1,980,000 2,986,250 2,850,000 1,000,000 930,000* 2,582,840 2,600,000 476,000 418,880 2,048,245 2,200,000 267,000 274,500 441,600 443,900 246,075 242,250 2,034,580 2,000,000 791,603 905,600 1,000,000 1,448,454* 2,000,000 3,220,000* 485,000 552,900 357,507 322,870 930,636 1,205,813 600,000 1,114,625* 900,000 828,000* CIA-RDP78-03089R000100030002-0 14 Approved For matte A200210312aulciA7RMICC-Aa043611C1900100030002-0 BONDS-Continued Principal Amount $ 3,000,000 Michigan Consolidated Gas Co 57A%, 1991 671,000 Minneapolis & St. Louis Rwy. Co lot mtge. 6%, 1985 Cost $ 3,029,490 584,001 Market $ 2,910,000 613,965 1,000,000 Missouri Pacific R.R. Co. 1st mtge. Series C 43/4%, 2005 768,701 690,000 550,000 Modern Homes Construction Co. deb. 6%, 1981 402,602 319,000 750,000 Nippon Express Co. Ltd. cony. deb. 63/4%, 1978 750,000 750,000* 400,000 Philadelphia Electric Co. 1st & re- funding mtge. 6%, 1968 400,000 400,000* 400,000 Philadelphia Electric Co. 1st & re- funding mtge. 6%, 1969 400,000 400,000* 400,000 Philadelphia Electric Co. 1st & re- funding mtge. 6%, 1970 400,000 400,000* 400,000 Philadelphia Electric Co. let & re- funding mtge. 6%, 1971 400,000 400,000* 400,000 Philadelphia Electric Co. 1st & re- funding mtge. 6%, 1972 400,000 400,000* 380,000 Pittston Co. sub. notes 614%, 1976 381,900 364,800* 319,000 Seaboard Finance Corp. cap. notes 6/1%, 1980 319,000 319,000* 900,000 Sheraton Corp. of America inc. sub. deb. 63/4%, 1981 854,691 841,500 269,000 Sheraton Corp. of America cap. inc. s.f. deb. 7IA%, 1989 264,514 271,018 500,000 Southern Airways Co. deb. 53/47c, 1981 500,000 595,000 1,000,000 State Loan & Finance s.f. deb. 6.80%, 1987 995,000 995,000 2,500,000 Tampa Electric Co. deb. 51A%, 1996 2,500,000 2,400,000 560,000 Texas Consumer Finance Corp. notes 634%, 1973 551,937 560,000* 5,300,000 Trans World Airlines, Inc. deb. 63/4%, 1978 5,182,735 5,035,000 200,000 Trans World Airlines, Inc. sub. deb. 4%, 1992 200,000 192,000 1,000,000 United Aircraft Corp. 5/%, 1991 1,018,375 1,305,000 2,335,000 U. S. Smelting Refining & Mining Co. sub. deb. 5/%, 1995 2,119,013 1,943,888 5,000,000 U.S. Treasury notes 5%, 11/15/70 5,009,672 4,992,200 BONDS-Continued Principal Amount $ 610,300 Uris Building Corp. s.f. deb. 61/2%, Cost Market 1975 $ 541,622 $ 591,991 350,000 Vulcan Mold & Iron Co. sub. deb. 6%, 1981 350,000 334,250 1,250,000 Walter (Jim) Corp. sub. deb. 9%, 2000 1,399,875 1,375,000 1,000,000 Wisconsin Electric Power Co. 1st mtge. 538%, 1996 1,001,250 975,000 Total Bonds $ 82,434,918 $ 85,607,277 Total Investments $457,582,706 $592,037,289 TOTAL COST FOR FEDERAL INCOME TAX PURPOSES $456,755,502 Won-income producing. Securities are valued at last sales price reported July 31, 1967, on national securities exchanges or, in the absence of reported sales, at closing bid prices on such exchangeg or at over-the-counter bid prices. Securities indicated by the* above are valued at fair value determined by Board of Directors. CERTIFICATE OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Shareholders and Directors of Puritan Fund, Inc.: We have examined the accompanying statement. of assets and liabilities, including the schedule of investments, of Puritan Fund, Inc. as at July 31, 1967, the related statement of income for the year then ended and the statement of changes in net assets for the years ended July 31, 1967, 1966, and 1965. Our examination was made in accordance with generally accepted auditing standards, and accordingly included confirmation from the custo- dian of the securities held for the Fund and such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, said statements present fairly the financial position of Puritan Fund, Inc. at July 31, 1967, the results of its operations for the year then ended and the changes in its net assets for the years ended July 31, 1967, 1966 and 1965, in conformity with generally accepted accounting principles applied on a consistent basis. LYBRAND, ROSS BROS. & MONTGOMERY Boston, Massachusetts August 16, 1967 Approved For Release 2002/03/20 i5CIA-RDP78-03089R000100030002-0 Ap roil! fieliaii2002/03/20 : CIA-RDP78-03 FUND INC. 35 Congress Street, Boston, Massachusetts 02109 Board of Directors EDWARD C. JOHNSON 2D, 35 Congress St., Boston, Mass. C. RODGERS BURGIN, 138 Central Ave., Milton, Mass. ALFRED B. CORNELL, 1 Wall Street, New York, N. Y. GEORGE R. HARDING, 131 State St., Boston, Mass. RONALD JONES, 250 Commonwealth Ave., Boston, Mass. GEORGE K. MCKENZIE, 300 West 55th St., N. Y., N. Y. HORACE SCHERMERHORN, 58 Cliff Rd., Wellesley, Mass. Officers EDWARD C. JOHNSON 2D, President D. GEORGE SULLIVAN, Executive Vice President FRANK D. MILLS, Vice President GEORGE S. MCEWAN, Vice President EDWARD C. JOHNSON 3D, Vice President CALEB LORING, JR., Vice President and Clerk WILLIAM L. BYRNES, Assistant Vice President EDWARD D. WINDSOR, Assistant Vice President CHESTER HAMILTON, Treasurer ALFRED D. RUSSELL, Assistant Treasurer ERNEST V. KLEIN, Assistant Clerk General Distributor THE CROSBY CORPORATION 225 Franklin Street 134 South LaSalle Street Boston, Mass. Chicago, Illinois Investment Adviser FIDELITY MANAGEMENT & RESEARCH COMPANY 35 Congress Street Boston, Mass. Custodian and Transfer Agent THE NATIONAL SHAWMITT BANK OF BOSTON Boston, Mass. Auditors Legal Counsel LYBRAND, ROSS BROS. GASTON, SNOW, & MONTGOMERY MOTLEY & HOLT Boston, Mass. Boston, Mass. PROSPECTUS OCTOBER 10, 1967 PURITAN FUND INC. A MUTUAL FUND WITH PRIMARY EMPHASIS ON INCOME Approved For Release 2002/03/20 : cbejAbV7TP-b5180614caRobal0V2I5 OF MUTUAL