PAX WORLD GROWTH FUND INC, N-1A EL, 1997-03-18

PAX WORLD GROWTH FUND INC
N-1A EL, 1997-03-18

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<PAGE> 1
As filed with the Securities and Exchange Commission
on March 18, 1997

Registration No. __-_____

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. [ ]
(Check appropriate box or boxes)

PAX WORLD GROWTH FUND, INC.
(Exact name of registrant as specified in charter)

224 STATE STREET
PORTSMOUTH, NH 03801
(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
800-767-1729

PAX WORLD MANAGEMENT CORP.
222 STATE STREET
PORTSMOUTH, NH 03801
ATTENTION: LAURENCE A. SHADEK
THOMAS W. GRANT
(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE
AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.

Registrant hereby elects, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, to register an indefinite number of shares by this
Registration Statement. In accordance with Rule 24f-2, a registration fee, in
the amount of $500.00, is being paid herewith.

Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

<PAGE> 2
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
------------- --------

PART A

<S> <C>
Item 1. Cover Page....................... Cover Page

Item 2. Synopsis......................... Fund Highlights; Fund Expenses

Item 3. Condensed Financial
Information...................... Fund Expenses; How the Fund
Calculates Performance

Item 4. General Description of
Registrant.................... Cover Page; Fund Highlights;
Management of the Fund; General
Information

Item 5. Management of the Fund........... Fund Highlights; Management of the
Fund

Item 5A. Management's Discussion
of Fund Performance.......... Not Applicable

Item 6. Capital Stock and Other
Securities.................... Fund Highlights; Taxes, Dividends
and Distributions; General
Information; Additional Information

Item 7. Purchase of Securities
Being Offered................. Fund Highlights; How the Fund Values
its Shares; Shareholder Guide;
Shareholder Services

Item 8. Redemption or Repurchase......... Fund Highlights; How the Fund Values
its Shares; Shareholder Guide

Item 9. Pending Legal Proceedings........ Not Applicable

PART B

Item 10. Cover Page...................... Cover Page

Item 11. Table of Contents............... Table of Contents

Item 12. General Information and
History...................... General

Item 13. Investment Objectives
and Policies................. Investment Objectives and Policies;
Investment Restrictions

Item 14. Management of the Fund.......... Management of the Fund; Distribution
</TABLE>

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<PAGE> 3

<TABLE>
<S> <C>
Item 15. Control Persons and
Principal Holders of
Securities...................... Not Applicable

Item 16. Investment Advisory and
Other Services............... Management of the Fund;
Distribution; Custodian, Transfer
and Dividend Disbursing Agent and
Independent Accountants

Item 17. Brokerage Allocation and
Other Practices.............. Portfolio Transactions

Item 18. Capital Stock and Other
Securities................... Not Applicable

Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered................ Purchase, Redemption and Exchange of
Fund Shares; Net Asset Value

Item 20. Tax Status...................... Taxes

Item 21. Underwriters.................... Distribution

Item 22. Calculation of Performance
Data......................... Performance Information

Item 23. Financial Statements............ Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED _______________, 1997

PAX WORLD GROWTH FUND, INC.

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PROSPECTUS DATED _______________, 1997

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PAX WORLD GROWTH FUND, INC.
A Low-Load Growth Fund

224 State Street, Portsmouth, NH 03801
For shareholder account information: 800-372-7827
Portsmouth, NH office: 800-767-1729
603-431-8022

Pax World Growth Fund, Inc. (the "Fund") is an open-end, diversified
management investment company which seeks investments in companies producing
life supportive goods and services and that are not, to any degree, engaged in
manufacturing defense or weapons-related products. The Fund resists investing in
securities of (i) companies engaged in military activities, (ii) companies
appearing on the United States Department of Defense list of 100 largest
contractors (a copy of which may be obtained from the Office of the Secretary,
Department of Defense, Washington, D.C. 20310) if five percent (5%) or more of
the gross sales of such companies are derived from contracts with the United
States Department of Defense, (iii) other companies contracting with the United
States Department of Defense if five percent (5%) or more of the gross sales of
such companies are derived from contracts with the United States Department of
Defense, and (iv) companies of the liquor, tobacco and gambling industries. See
"Fund Highlights--What is the Fund's Investment Philosophy?" at page 1; and "How
the Fund Invests--Investment Objective and Policies" at page 5.

The Fund's investment objective is long-term growth of capital. The
Fund seeks to achieve this objective by investing primarily in equity securities
(common stock, preferred stock and securities convertible into common stock) of
established companies with above-average growth prospects. Current income, if
any, is incidental. Under normal market conditions, the Fund intends to invest
at least seventy-five percent (75%) of its total assets in equity securities of
companies that exceed $200,000,000.00 in market capitalization. The Fund may
also invest in (i) equity securities of other companies including foreign
issuers, (ii) investment grade fixed-income securities and (iii) obligations
issued or guaranteed by U.S. Government agencies and instrumentalities, except
that, consistent with its socially conscious policies, the Fund will not invest
in obligations issued or guaranteed by the U.S. Treasury. In addition, the Fund
may purchase and sell put and call options on equity securities and stock
indices and foreign currency exchange contracts to hedge its portfolio and to
attempt to enhance return. There can be no assurance that the Fund's investment
objective will be achieved. See "Fund Highlights--What is the Fund's Investment
Philosophy?" at page 1; and "How the Fund Invests--Investment Objective and
Policies" at page 5. The Fund's address is 224 State Street, Portsmouth, NH
03801, and its telephone number is 800-767-1729.

This Prospectus sets forth concisely the information about the Fund
that a prospective investor ought to know before investing. Additional
information about the Fund has been filed with the Securities and Exchange
Commission in a Statement of Additional Information, dated _______________,
1997, which information is incorporated herein by reference (is legally
considered a part of this Prospectus) and is available without charge upon
request to the Fund at the address or telephone number noted above.

- --------------------------------------------------------------------------------
Investors are advised to read the Prospectus
and retain it for future reference.
- --------------------------------------------------------------------------------

<PAGE> 5
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Some prospective purchasers of Fund shares may be effecting
transactions through a securities broker-dealer which may result in a
transaction fee by such broker-dealer. Such transaction fee would not be
incurred if such purchase transaction is made directly with the Fund.

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<PAGE> 6
TABLE OF CONTENTS

Page

FUND HIGHLIGHTS................................................. 1
What is Pax World Growth Fund, Inc?.................... 1
What is the Fund's Investment Philosophy?.............. 1
What is the Fund's Investment Objective?............... 1
Investments and Special Considerations; Risk Factors... 1
Who Manages the Fund?.................................. 2
Who Advises the Fund?.................................. 2
Who Distributes the Fund's Shares?..................... 3
What is the Minimum Investment?........................ 3
How Do I Purchase Shares?.............................. 3
How Do I Sell My Shares?............................... 3
How Are Dividends and Distributions Paid?.............. 4
FUND EXPENSES................................................... 4
HOW THE FUND INVESTS............................................ 5
Investment Objective and Policies...................... 5
Investments and Special Considerations; Risk Factors... 7
Corporate and Other Debt-Securities........... 7
Convertible Securities........................ 7
Equity-Related Securities..................... 7
Foreign Securities............................ 7
Illiquid and Restricted Securities............ 8
Portfolio Turnover............................ 8
Repurchase Agreements......................... 9
Short Sales Against-The-Box................... 9
U.S. Government Agency and/or
Instrumentality Securities.................. 9
When-Issued and Delayed Delivery Securities... 10
Hedging and Return Enhancement Strategies.............. 10
Option Transactions........................... 10
Investment Restrictions................................ 11
MANAGEMENT OF THE FUND.......................................... 11
Officers and Directors................................. 11
Adviser; Sub-Adviser................................... 11
Distribution........................................... 13
Custodian and Transfer and Dividend Disbursing Agent... 13
HOW THE FUND VALUES ITS SHARES.................................. 13
HOW THE FUND CALCULATES PERFORMANCE............................. 14
TAXES, DIVIDENDS AND DISTRIBUTIONS.............................. 14
Taxation of the Fund................................... 14
Taxation of Shareholders............................... 15
Withholding Taxes...................................... 15
Dividends and Distributions............................ 15
GENERAL INFORMATION............................................. 16
Incorporation.......................................... 16
Description of Common Stock............................ 16
Shareholder Meetings................................... 16
SHAREHOLDER GUIDE............................................... 16
How to Purchase Shares................................. 16
In General.................................... 16
Investing by Mail............................. 17
Investing by Telephone........................ 17
Investing by Wire Transfer.................... 17
Waiver of Sales Charges....................... 18
How to Sell Your Shares................................ 18
In General.................................... 18
Redemptions by Written Request................ 18
Involuntary Redemptions....................... 19
90-Day Repurchase Privilege................... 19
How to Exchange Your Shares............................ 19
In General.................................... 19

<PAGE> 7

Exchanges By Mail............................. 19
Exchanges by Telephone........................ 20
Shareholder Services................................... 20
Automatic Reinvestment of Dividends and/or
Distributions without a Sales Charge........ 20
Automatic Monthly Investment Plan............. 20
Tax-Deferred Retirement Plans................. 20
Systematic Withdrawal Plans................... 21
Reports to Shareholders....................... 21
Shareholder Inquiries......................... 21
THE PAX WORLD MUTUAL FUND FAMILY................................ 21
ADDITIONAL INFORMATION.......................................... 21

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<PAGE> 8
FUND HIGHLIGHTS

The following summary is intended to highlight certain information
contained in this Prospectus and is qualified in its entirety by the more
detailed information appearing elsewhere herein.

WHAT IS PAX WORLD GROWTH FUND, INC.?

Pax World Growth Fund, Inc. is a mutual fund. A mutual fund pools the
resources of investors by selling its shares to the public and investing the
proceeds of such sale in a portfolio of securities designed to achieve its
investment objective. Technically, the Fund is an open-end, diversified, low-
load management investment company.

WHAT IS THE FUND'S INVESTMENT PHILOSOPHY?

The Fund endeavors through its investment philosophy to make a
contribution to world peace through investment in companies producing
life-supportive goods and services. Thus the Fund has adopted the name Pax World
to denote this endeavor. The Fund's portfolio will consist primarily of
companies located in the United States.

The policy of the Fund is to invest in securities of companies whose
business is essentially directed toward non-military and life-supportive
activities. For example, the Fund seeks to invest in such industries as building
supplies, computer software, education, food, health care, household appliances,
housing, leisure time, pollution control, publishing, retailing, technology and
telecommunications, among others.

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment objective is long-term growth of capital. It
seeks to achieve this objective by investing primarily in equity securities
(common stock, securities convertible into common stock and preferred stock) of
established companies with above-average growth prospects. Current income, if
any, is incidental. See "How the Fund Invests -- Investment Objective and
Policies" at page 5.

INVESTMENTS AND SPECIAL CONSIDERATIONS;
RISK FACTORS

Under normal market conditions, the Fund anticipates that at least
seventy-five percent (75%) of its total assets will consist of equity securities
of companies that exceed $200,000,000.00 in market capitalization. The Fund may
also invest in (i) other equity securities including securities of foreign
issuers, (ii) investment grade fixed-income securities and (iii) obligations
issued or guaranteed by U.S. Government agencies and

<PAGE> 9
instrumentalities, except that it will not invest in obligations issued or
guaranteed by the U.S. Treasury. In addition, the Fund may purchase and sell put
and call options on equity securities and stock indices and foreign currency
exchange contracts to hedge its portfolio and to attempt to enhance return. See
"How the Fund Invests -- Investment Objective and Policies" at page 5. Investing
in securities of foreign companies involves certain risks and considerations not
typically associated with investments in domestic companies. See "How the Fund
Invests -- Investments and Special Considerations; Risk Factors" at page 7.

WHO MANAGES THE FUND?

The officers of the Fund are responsible for the day-to-day operations
of the Fund and the Board of Directors of the Fund is responsible for the
general policy of the Fund. The Board of Directors meets four times per year,
reviews portfolio selections and bonding requirements, declares dividends, if
any, and reviews the activities of the executive officers of the Fund. Such
activities are consistent with their fiduciary obligations as directors under
the General Corporation Law of the State of Delaware. Members of the Board of
Directors of the Fund are reimbursed for their travel expenses for attending
meetings of the Board of Directors plus a fee of Three Hundred Dollars ($300.00)
to affiliated directors and One Thousand Dollars ($1,000.00) to unaffiliated
directors.

WHO ADVISES THE FUND?

Pursuant to an Advisory Agreement entered into between the Fund and Pax
World Management Corp., 222 State Street, Portsmouth, NH 03801 (the "Adviser"),
the Adviser, subject to the supervision of the Board of Directors of the Fund,
is responsible for managing the assets of the Fund in accordance with its
investment objective, investment program and policies. In the event that the
average net assets of the Fund are less than $5,000,000.00, the Adviser will be
compensated by the Fund for its services at an annual rate of $25,000.00; in the
event that average net assets of the Fund are equal to or in excess of
$5,000,000.00, the Adviser will be compensated by the Fund for its services at
an annual rate of one percent (1%) of average net assets up to and including
$25,000,000.00 and three-quarters of one percent (.75%) of average net assets in
excess of $25,000,000.00.

Pursuant to a Sub-Advisory Agreement entered into between the Adviser
and H.G. Wellington Capital Management, a division of H.G. Wellington & Co.,
Inc., 14 Wall Street, New York, NY 10005 (the "Sub-Adviser"), the Sub-Adviser
furnishes investment advisory services in connection with the management of the
Fund and assists in determining what securities and other instruments are
purchased and sold for the Fund and in obtaining and evaluating financial data
relevant to the Fund. In the event that the average net assets of the Fund are
less than $5,000,000.00, the Sub-Adviser will be compensated by the Adviser for
its services at an annual rate of $25,000.00; in the event that average net
assets of the Fund are equal to or in excess of $5,000,000.00, the Sub-Adviser
will be compensated by the Adviser for its services at an annual rate of
one-third of one percent (.33%) of average net assets up to and including
$25,000,000.00 and one-quarter of one percent (.25%) of average net assets in
excess of $25,000,000.00, but in no event to exceed the annual sum of Two
Hundred and Fifty Thousand Dollars ($250,000.00) net of expenses.

-2-

<PAGE> 10
Management, a division of the Sub-Adviser, in 1991 as a Senior Vice President
and Senior Portfolio Manager. Mr. Colin was one of the original founders of
Faulkner, Dawkins & Sullivan in 1959, serving as Director of Research and
Investment Strategy. After Faulkner, Dawkins & Sullivan merged with Shearson
Lehman, and later, American Express, Mr. Colin worked briefly for Merrill Lynch
Asset Management before joining Bessemer Trust Company in 1978 as a Senior
Portfolio Manager and Director of Research. In 1983, Mr. Colin joined General
Electric Investment Corporation as a Senior Vice President of Equity Portfolios
with responsibilities for various funds under General Electric's control,
including its own pension fund.

Mr. Colin, who is a Chartered Financial Analyst, has contributed
numerous articles on investment research to professional journals and has
served as a consultant to a number of publicly-owned corporations.

WHO DISTRIBUTES THE FUND'S SHARES?

The Fund maintains a distribution expense plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended. The plan provides that the
Fund may incur distribution expenses of up to thirty-five one hundredths of one
percent (.35%) per annum of its average daily net assets to finance activity
which is primarily intended to result in the sale of Fund shares. Such expenses
include (but are not limited to) travel and telephone expenses, preparation and
distribution of sales literature and advertising, and compensation to be paid to
and expenses to be incurred by officers, directors and/or employees of the Fund
or of third parties for their distributional services, if sales of the Fund are
made by such third parties during a fiscal year.

WHAT IS THE MINIMUM INVESTMENT?

The minimum initial investment is $500.00; the minimum subsequent
investment is $100.00. There is no minimum investment requirement for certain
retirement and employee savings plans or custodial accounts for the benefit of
minors. See "Shareholder Guide -- How to Purchase Shares" at page 16 and
"Shareholder Guide -- Shareholder Services" at page 20.

HOW DO I PURCHASE SHARES?

You may purchase shares of the Fund directly from the Fund, through its
transfer agent, PFPC, Inc. (the "Transfer Agent"), at the net asset value per
share (NAV) next determined after receipt of your purchase order by the Transfer
Agent, plus a front-end sales charge of up to two and one-half percent (2.5%).
No sales charges are imposed on shares of the Fund purchased upon (i) the
exchange of shares of the Pax World Fund or (ii) the reinvestment of dividends
and distributions. In addition, shares of the Fund may be purchased at NAV,
without payment of a sales charge, by certain investors, including certain
pension, profit-sharing or other employee benefit plans. See "Shareholder Guide
- -- How to Purchase Shares" at page 16; and "How The Fund Values its Shares" at
page 13.

HOW DO I SELL MY SHARES?

You may redeem your shares at any time at the NAV next determined after
the Transfer Agent receives your sell order. See "Shareholder Guide -- How to
Sell Your Shares" at page 18.

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<PAGE> 11
HOW ARE DIVIDENDS AND DISTRIBUTIONS PAID?

The Fund expects to pay dividends of net investment income
semi-annually and distributions of net capital gains at least annually.
Dividends and distributions will be automatically reinvested in additional
shares of the Fund at NAV without a sales charge unless you request that they be
paid to you in cash. See "Taxes, Dividends and Distributions" at page 14.

FUND EXPENSES

Below is a summary of the Fund's estimated operating expenses. A
hypothetical example based on the summary is also shown.

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(1):

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) .................................... 2.5%

Maximum Sales Load Imposed on Reinvested Dividends
and Other Distributions
(as a percentage of offering price) .................................... 0%

Maximum Deferred Sales Load
(as a percentage of original purchase price or
redemption proceeds, as applicable) .................................... 0%

Redemption Fees
(as a percentage of amount redeemed, if applicable) .................... 0%

Exchange Fees
(as a percentage of average net assets) ................................ 0%

ESTIMATED ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS):

Management Fee ......................................................... _____%

12b-1 Fees ............................................................. _____%

Other Expenses ......................................................... _____%

Total Fund Operating Expenses .......................................... _____%
</TABLE>

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(1) Pursuant to the rules of the National Association of Securities
Dealers, Inc., the aggregate initial sales charges, deferred sales
charges and asset-based sales charges on shares of the Fund may not
exceed 6.25% of total gross sales, subject to certain exclusions. This
6.25% limitation is imposed on the Fund rather than on a per
shareholder basis.

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<PAGE> 12
Example:

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

1 Year 3 Years 5 Years 10 Years

$_____ $_____ $_____ $_____

You would pay the following expenses on the same investment, assuming no
redemption:

1 Year 3 Years 5 Years 10 Years

$_____ $_____ $_____ $_____

THE FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that an investor in the Fund will bear, whether
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Management of the Fund" at page 11. "Other Expenses" include
estimated operating expenses of the Fund, such as directors' and professional
fees, registration fees, reports to shareholders, transfer agency and custodian
fees and is based on estimated amounts for the current fiscal year.

HOW THE FUND INVESTS

INVESTMENT OBJECTIVE AND POLICIES

Under normal market conditions, the Fund intends to invest at least
seventy-five percent (75%) of its total assets in equity securities of companies
that exceed $200,000,000.00 in market capitalization. Stocks will be selected on
a company-by-company basis primarily through the use of fundamental analysis.
The Fund's Adviser looks for companies that have demonstrated growth in earnings
and sales, high returns on equity and assets, or other strong financial
characteristics, and, in the judgment of the Adviser, are attractively valued.
These companies tend to have a unique market niche, a strong new product profile
or superior management.

The Fund may also invest in (i) equity securities of other companies
that are undergoing changes in management or product and marketing dynamics that
have not yet been reflected in reported earnings but that are expected to impact
earnings in the intermediate-term -- these securities often lack investor
recognition and are often favorably valued, (ii) other equity-related
securities, (iii) equity securities of foreign issuers, (iv) obligations issued
or guaranteed by U.S. Government agencies and instrumentalities, other than the
U.S. Treasury, and (v) investment grade fixed-income securities.

-5-
<PAGE> 13

In addition, the Fund may purchase and sell put and call options on
equity securities and stock indices and foreign currency exchange contracts to
hedge its portfolio and to attempt to enhance return.

The Fund reserves the right to hold temporarily other types of
securities without limit, including commercial paper, bankers' acceptances,
non-convertible debt securities (corporate) or government securities and high
quality money market securities or cash (foreign currencies or United States
dollars), in such proportions as, in the opinion of the Adviser, prevailing
market, economic or political conditions warrant. The Fund may also temporarily
hold cash and invest in high quality foreign or domestic money market
instruments pending investment of proceeds from new sales of Fund shares or to
meet ordinary daily cash needs.

Consistent with its social criteria, the Fund will seek investments in
companies that produce life supportive goods and services and are not to any
degree engaged in manufacturing defense or weapons-related products. By way of
illustration, the Fund will invest in such industries as building supplies,
computer software, education, food, health care, household appliances, housing,
leisure time, pollution control, publishing, retailing, technology and
telecommunications, among others. The Fund will endeavor (but is not required)
to invest in companies which have adopted and administer fair employment and
pollution control policies to the extent information reflecting such policies
and administrative practices is available to the Fund.

The policy of the Fund is to exclude from its portfolio securities of
(i) companies engaged in military activities, (ii) companies appearing on the
United States Department of Defense list of 100 largest contractors if five
percent (5%) or more of the gross sales of such companies are derived from
contracts with the United States Department of Defense, (iii) other companies
contracting with the United States Department of Defense if five percent (5%) or
more of the gross sales of such companies are derived from contracts with the
United States Department of Defense, and (iv) companies of the liquor, tobacco
and gambling industries.

In order to properly supervise a securities portfolio containing the
limitations described above, care must be exercised to continuously monitor
developments of the companies whose securities are included in the portfolio.
Developments and trends in the economy and financial markets are also
considered, and the screening of many securities is required to implement the
investment philosophy of the Fund.

If after the initial purchase by the Fund it is determined that the
company's activities fall within the exclusion described above (either by
acquisition, merger or otherwise), the securities of such companies will be
promptly eliminated from the portfolio if a gain results from the sale. In no
event, however, will such security be retained longer than six months from the
time the Fund learns of the investment disqualification. This requirement may
cause the Fund to dispose of the security at a time when it may be
disadvantageous to do so.

The Fund's investment objective is a fundamental policy and may not be
changed without the approval of the holders of a majority of the Fund's
outstanding voting securities, as defined in the Investment Company Act.
Investment policies that are not fundamental may be modified by the Board of
Directors.

SHAREHOLDERS SHOULD UNDERSTAND THAT ALL INVESTMENTS INVOLVE RISK AND
THERE CAN BE NO GUARANTEE AGAINST LOSS RESULTING FROM AN INVESTMENT IN THE FUND,
NOR CAN THERE BE ANY ASSURANCE THAT THE FUND'S INVESTMENT OBJECTIVE WILL BE
ATTAINED. See "Investment Objective and Policies" in the Statement of Additional
Information.

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<PAGE> 14
INVESTMENTS AND SPECIAL CONSIDERATIONS;
RISK FACTORS

Corporate and Other Debt Securities

The Fund may invest in investment grade corporate and other debt
obligations of domestic and foreign issuers. Bonds and other debt securities are
used by issuers to borrow money from investors. The issuer pays the investor a
fixed or variable rate of interest and must repay the amount borrowed at
maturity. Investment grade debt securities are rated within the four highest
quality grades as determined by Moody's Investors Service (Moody's) (currently
Aaa, Aa, A and Baa for bonds), or Standard & Poor's Ratings Group (S&P)
(currently AAA, AA, A and BBB for bonds), or by another nationally recognized
statistical rating organization ("NRSRO") or, in unrated securities which are of
equivalent quality in the opinion of the Adviser.

Convertible Securities

A convertible security can be converted at a stated price within a
specified period of time into a certain quantity of the common Stock of the same
or a different issuer. Convertible securities are senior to common stocks in a
corporation's capital structure, but are usually subordinated to similar
nonconvertible securities. While providing a fixed income stream (generally
higher in yield than the income derivable from a common stock but lower than
that afforded by a similar nonconvertible security), a convertible security also
affords an investor the opportunity, through its conversion feature, to
participate in the capital appreciation dependent upon a market price advance in
the convertible security's underlying common stock.

In general, the market value of a convertible security is at least the
higher of its "investment value" (i.e., its value as a fixed-income security) or
its "conversion value" (i.e., its value upon conversion into its underlying
common stock). The price of a convertible security is influenced, in part, by
the market value of the security's underlying stock. The price of a convertible
security tends to increase as the market value of the underlying stock rises,
and it tends to decrease as the market value of the underlying stock declines.
While no securities investment is without some risk, investments in convertible
securities generally entail less risk than investments in the common stock of
the same issuer.

Equity-Related Securities

The Fund may invest in equity-related securities. Equity-related
securities are common stock, preferred stock, rights, warrants and debt
securities or preferred stock which are convertible or exchangeable for common
stock or preferred stock. See "Convertible Securities" above.

Foreign Securities

While the Fund intends to invest primarily in domestic securities, it
may invest in foreign securities. Investors in the Fund should be aware that
foreign securities involve certain risks, including political or economic
instability in the country of the issuer, the difficulty of predicting
international trade patterns, the possibility of imposition of exchange controls
and the risk of currency fluctuations. Such securities may be subject to greater
fluctuations in price than securities issued by U.S. corporations or issued or
guaranteed by U.S. Government instrumentalities or agencies. In addition, there
may be less publicly available information about a foreign company than about a
domestic company. Foreign companies generally

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<PAGE> 15
are not subject to uniform accounting, auditing and financial reporting
standards comparable to those applicable to domestic companies.

Additional costs could be incurred in connection with any international
investment activities engaged in by the Fund. Foreign brokerage commissions are
generally higher than United States brokerage commissions. Increased custodian
costs as well as administrative difficulties may also be involved.

If a security is denominated in a foreign currency, it will be affected
by changes in currency exchange rates and in exchange control regulations, and
costs may be incurred in connection with conversions between currencies. Such
changes also will affect the Fund's income and distributions to shareholders. In
addition, although the Fund may receive income in such currencies, the Fund will
be required to compute and distribute its income in U.S. dollars. Therefore, if
the exchange rate for any such currency declines after the Fund's income has
been accrued and translated into U.S. dollars, the Fund could be required to
liquidate portfolio securities to make such distributions, particularly in
instances in which the amount of income the Fund is required to distribute is
not immediately reduced by the decline in such currency.

Illiquid and Restricted Securities

The Fund may invest up to 10% of its net assets in illiquid securities,
including repurchase agreements which have a maturity of longer than seven days,
securities with legal or contractual restrictions on resale (restricted
securities) and securities that are not readily marketable in securities markets
either within or outside of the United States. Restricted securities eligible
for resale pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act") and privately placed commercial paper that have a readily
available market are not considered illiquid for purposes of this limitation.
The Adviser will monitor the liquidity of such restricted securities under the
supervision of the Board of Directors. Repurchase agreements subject to demand
are deemed to have a maturity equal to the applicable notice period.

The staff of the Securities Exchange Commission (the "SEC") has taken
the position that purchased over-the-counter ("OTC") options and the assets used
to "cover" written OTC options are illiquid securities unless the Fund and the
counterparty have provided for the Fund, at the Fund's election, to unwind the
OTC option. The exercise of such an option would ordinarily involve the payment
by the Fund of an amount designed to reflect the counterparty's economic loss
from an early termination, but does allow the Fund to treat the securities used
to "cover" as liquid. See "Investments and Special Considerations; Risk Factors
- -- Illiquid and Restricted Securities" in the Statement of Additional
Information.

Portfolio Turnover

While as a matter of policy, the Fund will try to limit the turnover of
its portfolio, it is possible that, as a result of the Fund's investment
policies and social criteria, its portfolio turnover rate may exceed
seventy-five percent (75%), although the rate is not expected to exceed one
hundred percent (100%). High portfolio turnover (over one hundred percent
(100%)) may involve correspondingly greater brokerage commissions and other
transaction costs, which will be borne directly by the Fund. See "Portfolio
Transactions and Brokerage" in the Statement of Additional Information. In
addition, high portfolio turnover may result in increased short-term capital
gains, which, when distributed to shareholders, are treated as ordinary income.
See "Taxes, Dividends and Distributions" at page 14.

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<PAGE> 16
Repurchase Agreements

The Fund may enter into repurchase agreements whereby the seller of the
security agrees to repurchase that security from the Fund at a mutually
agreed-upon time and price. The repurchase date is usually within a day or two
of the original purchase, although it may extend over a number of months. The
Fund's repurchase agreements will at all times be fully collateralized in an
amount at least equal to the purchase price of the underlying securities
(including accrued interest earned thereon). In the event of a default or
bankruptcy by a seller, the Fund will promptly seek to liquidate the collateral.
To the extent that the proceeds from any sale of such collateral upon a default
in the obligation to repurchase are less than the repurchase price, the Fund
will suffer a loss. See "Investments and Special Considerations; Risk Factors --
Repurchase Agreements" in the Statement of Additional Information.

Short Sales Against-the-Box

The Fund may make short sales against-the-box for the purpose of
deferring realization of gain or loss for federal income tax purposes. A short
sale "against-the-box" is a short sale in which the Fund owns an equal amount of
the securities sold short or securities convertible into or exchangeable for,
without payment of any further consideration, securities of the same issue as,
and equal in amount to, the securities sold short.

U.S. Government Agency and/or
Instrumentality Securities

The Fund may invest in securities issued or guaranteed by U.S. agencies
or instrumentalities. The Fund will not, however, invest in securities issued
or guaranteed by the U.S. Treasury. Not all U.S. Government securities are
backed by the full faith and credit of the United States. Some are supported
only by the credit of the issuing agency. See "Investments and Special
Considerations; Risk Factors -- U.S. Government Agency and/or Instrumentality
Securities" in the Statement of Additional Information.

In connection with its commitment to assist in the development of
housing, the Fund may invest in mortgage-backed securities and other derivative
mortgage products, including those representing an undivided ownership interest
in a pool of mortgages, e.g., Government National Mortgage Association ("GNMA"),
Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage
Corporation ("FHLMC") certificates. These certificates are in most cases
"pass-through" instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate,
net of certain fees.

Mortgage-backed securities are subject to the risk that the principal
on the underlying mortgage loans may be prepaid at any time. Although the extent
of prepayments on a pool of mortgage loans depends on various economic and other
factors, as a general rule prepayments on fixed rate mortgage loans will
increase during a period of falling interest rates and decrease during a period
of rising interest rates. Accordingly, amounts available for reinvestment by the
Fund are likely to be greater during a period of declining interest rates and,
as a result, likely to be reinvested at lower interest rates than during a
period of rising interest rates. Mortgage-backed securities may decrease in
value as a result of increases in interest rates and may benefit less than other
fixed income securities from declining interest rates because of the risk of
prepayment. See "Investments and

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<PAGE> 17
Special Considerations; Risk Factors - U.S. Government Agency and/or
Instrumentality Securities" in the Statement of Additional Information.

When-Issued and Delayed Delivery Securities

The Fund may purchase or sell securities on a when-issued or delayed
delivery basis. When-issued or delayed delivery transactions arise when
securities are purchased or sold by the Fund with payment and delivery taking
place a month or more in the future in order to secure what is considered to be
an advantageous price and yield to the Fund at the time of entering into the
transaction. While the Fund will only purchase securities on a when-issued or
delayed delivery basis with the intention of acquiring the securities, the Fund
may sell the securities before the settlement date, if it is deemed advisable.
At the time the Fund makes the commitment to purchase securities on a
when-issued or delayed delivery basis, the Fund will record the transaction and
thereafter reflect the value, each day, of such security in determining the net
asset value of the Fund. At the time of delivery of the securities, the value
may be more or less than the purchase price. The Fund's Custodian will maintain,
in a segregated account of the Fund, cash, or other liquid high-grade debt
obligations having a value equal to or greater than the Fund's purchase
commitments; the Custodian will likewise segregate securities sold on a delayed
delivery basis. See "Investment Objective and Policies; Risk Factors --
When-Issued and Delayed Delivery Securities" in the Statement of Additional
Information.

HEDGING AND RETURN ENHANCEMENT STRATEGIES

The Fund may also engage in various portfolio strategies to reduce
certain risks of its investments and to attempt to enhance return. These
strategies currently include the use of options, futures contracts and options
thereon. The Fund's ability to use these strategies may be limited by market
conditions, regulatory limits and tax considerations and there can be no
assurance that any of these strategies will succeed. See "Investment Objective
and Policies," "Investments and Special Considerations; Risk Factors" and
"Taxes" in the Statement of Additional Information. New financial products and
risk management techniques continue to be developed and the Fund may use these
new investments and techniques to the extent consistent with its investment
objective and policies.

Options Transactions

The Fund may purchase and write (i.e., sell) put and call options on
securities, stock indices and currencies that are traded on U.S. or foreign
securities exchanges or in the over-the-counter market to enhance return or to
hedge the Fund's portfolio. These options may be on equity securities, stock
indices (e.g., S&P 500) and foreign currencies. The Fund may write covered put
and call options to generate additional income through the receipt of premiums,
purchase put options in an effort to protect the value of securities (or
currencies) that it owns against a decline in market value and purchase options
in an effort to protect against an increase in the price of securities (or
currencies) it intends to purchase. The Fund may also purchase put and call
options to offset previously written put and call options of the same series.
See "Investments and Special Considerations; Risk Factors -- Options on
Securities" and "Investments and Special Considerations; Risk Factors -- Options
on Securities Indices" in the Statement of Additional Information.

A call option gives the purchaser, in exchange for a premium paid, the
right for a specified period of time to purchase the securities or currency
subject to the option at a specified price (the exercise price or strike

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<PAGE> 18
price). The writer of a call option, in return for the premium, has the
obligation, upon exercise of the option, to deliver, depending upon the terms of
the option contract, the underlying securities or a specified amount of cash to
the purchaser upon receipt of the exercise price. When the Fund writes a call
option, the Fund gives up the potential for gain on the underlying securities or
currency in excess of the exercise price of the option during the period that
the option is open.

A put option gives the purchaser, in return for a premium, the right,
for a specified period of time, to sell the securities or currency subject to
the option to the writer of the put at the specified exercise price. The writer
of the put option, in return for the premium, has the obligation, upon exercise
of the option, to acquire the securities or currency underlying the option at
the exercise price. The Fund might, therefore, be obligated to purchase the
underlying securities or currency for more than their current market price.

The Fund will write only "covered" options. An option is covered if, so
long as the Fund is obligated under the option, it owns an offsetting position
in the underlying security or currency or maintains cash, U.S. Government
securities or other liquid high-grade debt obligations with a value sufficient
at all times to cover its obligations in a segregated account. See Investments
and Special Considerations; Risk Factors -- Options on Securities" and
"Investments and Special Considerations; Risk Factors -- Options on Securities
Indices" in the Statement of Additional Information.

INVESTMENT RESTRICTIONS

The Fund is subject to certain investment restrictions which, like its
investment objective, constitute fundamental policies. Fundamental policies
cannot be changed without the approval of a majority of the Fund's outstanding
voting securities (which is defined as the vote at a special or annual meeting
of the shareholders of the Fund, duly called, (i) of sixty-seven percent (67%)
of the voting securities present at such meetings if the holders of more than
fifty percent (50%) of the outstanding voting securities are present or
represented by proxy, or (B) of more than fifty percent (50%) of the outstanding
voting securities, whichever is less). See "Investment Restrictions" in the
Statement of Additional Information.

MANAGEMENT OF THE FUND

OFFICERS AND DIRECTORS

The Fund's officers conduct and supervise the daily business operations
of the Fund. The Fund's Board of Directors, in addition to overseeing the
Adviser and Sub-Adviser, decides upon matters of general policy. The Fund's
Adviser and Sub-Adviser furnish daily investment advisory services. Members of
the Board of Directors of the Fund are reimbursed for their travel expenses for
attending meetings of the Board of Directors plus Three Hundred Dollars
($300.00) to affiliated directors and One Thousand Dollars ($1,000.00) to
unaffiliated directors. See "Management of the Fund" in the Statement of
Additional Information.

ADVISER; SUB-ADVISER

Pax World Management Corp., 222 State Street, Portsmouth, NH 03801 (the
"Adviser"), is the adviser to the Fund. It was incorporated in 1970 under the
laws of the State of Delaware. Pursuant to the terms of an Advisory Agreement
entered into between the Fund and the Adviser (the "Advisory

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<PAGE> 19
Agreement"), the Adviser, subject to the supervision of the Board of Directors
of the Fund, is responsible for managing the assets of the Fund in accordance
with the Fund's investment objective, investment program and policies. As of
December 31, 1996, the Adviser had over $513,000,000.00 in assets under
management by virtue of serving as the adviser to the Pax World Fund, Inc. (the
"Pax World Fund"). The Adviser has no clients other than the Fund and the Pax
World Fund.

Pursuant to the terms of the Advisory Agreement, the Adviser will be
compensated as follows: in the event that the average net assets of the Fund are
less than $5,000,000.00, the Adviser will be compensated by the Fund for its
services at an annual rate of $25,000.00; in the event that the average net
assets of the Fund are equal to or in excess of $5,000,000.00, the Adviser will
be compensated by the Fund for its services at an annual rate of one percent
(1%) of average net assets up to and including $25,000,000.00 and three-quarters
of one percent (.75%) of average net assets in excess of $25,000,000.00.

The Adviser has, however, agreed to supply and pay for such services as
are deemed by the Board of Directors of the Fund to be necessary or desirable
and proper for the continuous operations of the Fund (excluding all taxes and
charges of governmental agencies and brokerage commissions incurred in
connection with portfolio transactions) which are in excess of one and one-half
percent (1-1/2%) of the average net asset value of the Fund per annum. Such
expenses include (i) management, distribution and sub-advisory fees; (ii) the
fees of Unaffiliated Directors; (iii) the fees of the Fund's Custodian and
Transfer Agent; (iv) the fees of the Fund's legal counsel and independent
accountants; (v) brokerage commissions incurred in connection with portfolio
transactions; (vi) all taxes and charges of governmental agencies; (vii) the
reimbursement of organization expenses; and (viii) expenses related to
shareholder communications including all expenses of shareholders' and Board of
Directors' meetings and of preparing, printing and mailing reports, proxy
statements and prospectuses to shareholders.

H. G. Wellington & Co., Inc., 14 Wall Street, New York, NY 10005 (the
"Sub-Adviser"), is the sub-adviser to the Fund. It was incorporated in 1984
under the laws of the State of Delaware and is also a registered
broker-dealer.

Pursuant to the terms of a Sub-Advisory Agreement between the Adviser
and the Sub-Adviser, the Sub-Adviser furnishes investment advisory services in
connection with the management of the Fund, determines what securities and other
instruments are purchased and sold for the Fund and is responsible for obtaining
and evaluating financial data relevant to the Fund. In the event that the
average net assets of the Fund are less than $5,000,000.00, the Sub-Adviser will
be compensated by the Adviser for its services at an annual rate of $25,000.00;
in the event that average net assets of the Fund are equal to or in excess of
$5,000,000.00, the Sub-Adviser will be compensated by the Adviser for its
services at an annual rate of one-third of one percent (.33%) of average net
assets up to and including $25,000,000.00 and one-quarter of one percent (.25%)
of average net assets in excess of $25,000,000.00, but in no event to exceed the
annual sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) net of
expenses.

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<PAGE> 20
Shadek has been associated with that firm since March 1986. He was previously
associated with Stillman, Maynard & Co., where he was a general partner. Mr.
Shadek's investment experience includes 12 years as a limited partner and
Account Executive with the firm Moore & Schley. Each of Mr. Grant and Mr.
Shadek serve as a member of the Board of Directors of the Fund and the Pax
World Fund.

Mr. Robert P. Colin, an employee of the Sub-Adviser, is the Portfolio
Manager of the Fund. He is the person responsible for the day-to-day
management of the Fund's portfolio. Mr. Colin received his bachelor of arts
degree from Rutgers University and his masters in business administration -
finance from New York University. Mr. Colin joined H.G. Wellington Capital
Management, a division of the Sub-Adviser, in 1991 as a Senior Vice President
and Senior Portfolio Manager. Mr. Colin was one of the original founders of
Faulkner, Dawkins & Sullivan in 1959, serving as Director of Research and
Investment Strategy. After Faulkner, Dawkins & Sullivan merged with Shearson
Lehman, and later, American Express, Mr. Colin worked briefly for Merrill
Lynch Asset Management before joining Bessemer Trust Company in 1978 as a
Senior Portfolio Manager and Director of Research. In 1983, Mr. Colin joined
General Electric Investment Corporation as a Senior Vice President of Equity
Portfolios with responsibilities for various funds under General Electric's
control, including its own pension fund.

DISTRIBUTION

Under a Distribution Plan (the "Plan") adopted by the Fund under Rule
12b-1 under the Investment Company Act, the Fund may incur distribution expenses
of up to thirty-five one hundredths of one percent (.35%) per annum of its
average daily net assets to finance activity which is primarily intended to
result in the sale of Fund shares. Such expenses include (but are not limited
to) travel and telephone expenses, preparation and distribution of sales
literature and advertising, compensation to be paid to and expenses to be
incurred by officers, directors and/or employees of the Fund, or other third
parties for their distributional service if sales of Fund shares are made by
such third parties during a fiscal year. See "Distribution" in the Statement of
Additional Information.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110 (the "Custodian"), will serve as the custodian for the Fund's portfolio
securities and cash and, in that capacity, maintains certain financial and
accounting books and records pursuant to an agreement with the Fund.

PFPC, Inc., 400 Bellevue Parkway, Wilmington, DE 19809 (the "Transfer
Agent"), will serve as the transfer agent and dividend disbursing agent for the
Fund and in those capacities maintains certain books and records for the Fund.
Shareholder inquiries relating to a shareholder account should be directed to
the Transfer Agent at PFPC Inc., Attention: Pax World Growth Fund, Inc., P.O.
Box 8950, Wilmington, DE 19899.

HOW THE FUND VALUES ITS SHARES

The Fund's net asset value per share or NAV is determined by
subtracting its liabilities from the value of its assets and dividing the
remainder by the

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<PAGE> 21
number of outstanding shares. For valuation purposes, quotations of foreign
securities in a foreign currency are converted to U.S. dollar equivalents. The
Board of Directors of the Fund has fixed the specific time of day for the
computation of the Fund's NAV to be as of 4:15 P.M., New York time.

Portfolio securities are valued based on market quotations or, if not
readily available, at fair value as determined in good faith under procedures
established by the Fund's Board of Directors. See "Net Asset Value" in the
Statement of Additional Information.

The Fund will compute its NAV once daily on days that the New York
Stock Exchange is open for trading except on days on which no orders to
purchase, sell or redeem shares have been received by the Fund or days on which
changes in the value of the Fund's portfolio securities do not materially affect
the NAV. The New York Stock Exchange is closed on the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. See "Net Asset Value" in the Statement
of Additional Information.

HOW THE FUND CALCULATES PERFORMANCE

From time to time, the Fund may advertise its total return (including
"average annual" total return and "aggregate" total return) and yield in
advertisements or sales literature. These figures are based on historical
earnings and are not intended to indicate future performance. The "total return"
shows how much an investment in the Fund would have increased (decreased) over a
specified period of time (i.e., one, five, or ten years or since inception of
the Fund) assuming that all distributions and dividends by the Fund were
reinvested on the reinvestment dates during the period and less all recurring
fees. The "aggregate" total return reflects actual performance over a stated
period of time. "Average annual" total return is a hypothetical rate of return
that, if achieved annually, would have produced the same aggregate total return
if performance had been constant over the entire period. "Average annual" total
return smooths out variations in performance and takes into account any
applicable sales charges. Neither "average annual" total return nor "aggregate"
total return takes into account any federal or state income taxes which may be
payable upon redemption. The "yield" refers to the income generated by an
investment in the Fund over a one-month or 30-day period. This income is then
"annualized;" that is, the amount of income generated by the investment during
that 30-day period is assumed to be generated each 30-day period for twelve
periods and is shown as a percentage of the investment. The income earned on the
investment is also assumed to be reinvested at the end of the sixth 30-day
period. The Fund also may include comparative performance information in
advertising or marketing the Fund's shares. Such performance information may
include data from Lipper Analytical Services, Inc., Morningstar Publications,
Inc., and other industry publications, business periodicals and market indices.
See "Performance Information" in the Statement of Additional Information.
Further will be contained in the Fund's annual and semi-annual reports to
shareholders, which will be available without charge. See "Shareholder Guide --
Shareholder Services" at page 20.

TAXES, DIVIDENDS AND DISTRIBUTIONS

TAXATION OF THE FUND

The Fund intends to elect to qualify and intends to remain qualified as
a regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"). Accordingly, the Fund will

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<PAGE> 22
not be subject to federal income taxes on its net investment income and capital
gains, if any, that it distributes to its shareholders.

TAXATION OF SHAREHOLDERS

All dividends out of net investment income, together with distributions
of net short-term capital gains, will be taxable as ordinary income to the
shareholder whether or not reinvested. Any net long-term capital gains
distributed to shareholders will be taxable as such to the shareholder, whether
or not reinvested and regardless of the length of time a shareholder has owned
his or her shares. The maximum long-term capital gains rate for individual
shareholders is currently twenty-eight percent (28%) and the maximum tax rate
for ordinary income is thirty-nine and six-tenths percent (39.6%).

Any gain or loss realized upon a sale or redemption of shares by a
shareholder who is not a dealer in securities will be treated as long-term
capital gain or loss if the shares have been held more than one year and
otherwise as short-term capital gain or loss. Any such loss, however, on shares
that are held for six months or less, will be treated as a long-term capital
loss to the extent of any capital gain distributions received by the
shareholder.

WITHHOLDING TAXES

Under U.S. Treasury Regulations, the Fund is required by federal law to
withhold and remit to the U.S. Treasury thirty-one percent (31%) of dividend,
capital gain income and redemption proceeds, payable on the accounts of those
shareholders who fail to furnish their tax identification numbers on IRS Form
W-9 (or IRS Form W-8 in the case of certain foreign shareholders) with the
required certifications regarding the shareholder's status under the federal
income tax law. In connection with this withholding requirement, therefore, a
purchaser of the Fund's shares will be asked to certify on our application that
the Social Security or tax identification number provided is correct and that
such purchaser is not subject to thirty-one percent (31%) back-up withholding
for previously underreporting to the IRS.

Shareholders are urged to consult their own tax advisers regarding
specific questions as to federal, state or local taxes. See "Taxes" in the
Statement of Additional Information.

DIVIDENDS AND DISTRIBUTIONS

The Fund expects to pay dividends on net investment income, if any,
semi-annually and to make distributions of any capital gains in excess of net
long-term capital losses at least annually.

Dividends and distributions will be paid in additional Fund shares,
based on the NAV at the record date or such other date as the Board of Directors
may determine, unless the shareholder elects in writing not less than five
business days prior to the record date to receive such dividends and
distributions in cash. Such election should be submitted to PFPC, Inc.
Attention: Pax World Growth Fund, Inc., P.O. Box 8950, Wilmington, DE 19899. The
Fund will notify each shareholder after the close of the Fund's taxable year
both of the dollar amount and the taxable status of that year's dividends and
distributions on a per share basis.

When the Fund goes "ex-dividend", its NAV is reduced by the amount of
the dividend or distribution. If you buy shares just prior to the ex-dividend

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<PAGE> 23
date (which generally occurs four business days prior to the record date), the
price you pay will include the dividend or distribution and a portion of your
investment will be returned to you as a taxable distribution. You should,
therefore, consider the timing of dividends when making your purchases.

GENERAL INFORMATION

Incorporation

The Fund was incorporated under the laws of the State of Delaware on
March 12, 1997. The Fund is registered under the Act as an open-end management
investment company commonly known as a mutual fund.

Description of Common Stock

The Fund is currently authorized to issue 25,000,000 shares of Common
Stock, $1.00 par value per share; however, the Board of Directors of the Fund
may increase or decrease the number of authorized shares. In accordance with the
Fund's Articles of Incorporation, the Board of Directors may also authorize the
creation of additional series of common stock and classes within such series,
with such preferences, privileges, limitations and voting and dividend rights as
the Board may determine.

Shares of the Fund, when issued, are fully paid, nonassessable, fully
transferable and redeemable at the option of the holder. Shares are also
redeemable at the option of the Fund under certain circumstances as described
under "Shareholder Guide -- How to Sell Your Shares."

Each share of common stock is equal as to earnings, assets and voting
privileges. There are no conversion, preemptive or other subscription rights. In
the event of liquidation, each share of common stock of the Fund is entitled to
its portion of all of the Fund's assets after all debts and expenses of the Fund
have been paid. The Fund's shares do not have cumulative voting rights for the
election of Directors.

As of March 12, 1997, Pax World Management Corp., 222 State Street,
Portsmouth, NH 03801, was the sole initial shareholder of the Fund's shares.

Shareholder Meetings

The Fund does not intend to hold annual meetings of shareholders unless
otherwise required by law. The Fund will not be required to hold meetings of
shareholders unless, for example, the election of directors is required to be
acted on by shareholders under the Investment Company Act. Shareholders have
certain rights, including the right to call a meeting upon a vote of 10% or more
of the Fund's outstanding shares for the purpose of voting on the removal of one
or more directors or to transact any other business.

SHAREHOLDER GUIDE

HOW TO PURCHASE SHARES

In General

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<PAGE> 24
not subject to an initial sales charge, and the offering price is the NAV.
See "Waiver of Sales Charges" below.

The minimum initial investment is $500.00; the minimum subsequent
investment is $100.00. All minimum investment requirements are waived for
certain retirement and employee savings plans or custodial accounts for the
benefit of minors. For purchases through the Automatic Monthly Investment Plan,
the minimum initial and subsequent investment is $50.00. See "Shareholder
Services" below.

If a stock certificate is desired, it must be requested in writing for
each transaction. Certificates are issued only for full shares.

The Fund reserves the right to reject any purchase order (including an
exchange) or to suspend or modify the continuous offering of its shares. See
"How to Sell Your Shares" below.

Investing by Mail

Prospective shareholders may purchase shares of the Fund by completing
and signing the "Investment Application" enclosed with this Prospectus and
sending the application, together with a check to the Transfer Agent, PFPC,
Inc., Attention: Pax World Growth Fund, Inc., P.O. Box 8950, Wilmington, DE
19899. Purchases without full payment will not be processed until payment is
received. A confirmation of the purchase will be issued showing the account
number and number of shares owned and the ownership of shares shall be recorded
on the books of the Transfer Agent in an account under the shareholder's name.

Investing by Telephone

The Fund may accept telephone orders from broker-dealers which have
been previously approved by the Fund. It is the responsibility of such
broker-dealers to promptly forward purchase orders and payments for such orders
to the Fund. The Fund reserves the right to cancel any purchase order for which
payment has not been received by the third business day following the
investment.

Transactions in Fund shares through your broker-dealer may be subject
to transaction or other fees, including postage and handling charges, imposed by
your broker/dealer which would otherwise not be charged if the shares were
purchased directly from the Fund.

Investing by Wire Transfer

For an initial purchase of shares of the Fund by wire, you must first
telephone the Transfer Agent to receive an account number at 800-372-7827
(toll-free). The following information will be requested: your name, address,
tax identification number, dividend distribution election, amount being wired
and wiring bank. Instructions should then be given by you to your bank to
transfer funds by wire to State Street Bank and Trust Company, 225 Franklin
Street, Boston, MA 02110, Custody and Shareholder Services Division, Attention:
Pax World Growth Fund, Inc. (the "Custodian"), specifying on the wire the
account number assigned by the Transfer Agent and your name.

If you arrange for receipt by the Custodian of federal funds prior to
4:15 P.M., New York time, on a business day, you may purchase shares of the Fund
as of that day.

-17-
<PAGE> 25
In making a subsequent purchase order by wire, you should wire the
Custodian directly and should be sure that the wire specifies Pax World Growth
Fund, Inc. and your name and individual account number. It is not necessary to
call the Transfer Agent to make subsequent purchase orders utilizing federal
funds.

Waiver of Sales Charges

No initial sales charges are imposed on shares of the Fund purchased
for a period of six months from the date of this prospectus or upon the exchange
of shares of the Pax World Fund or the reinvestment of dividends and
distributions. In addition, shares of the Fund may be purchased at NAV, without
payment of an initial sales charge, (a) for a period of one year from the date
of this Prospectus by any investor who owns as of the date of this Prospectus or
has owned at any time during the four year period immediately preceding the date
of this Prospectus shares of the Pax World Fund, and (b) by (i) any investor
provided that the amount invested by such investor in the Fund or other Pax
World Mutual Funds totals at least $1,000,000.00; (ii) any pension,
profit-sharing or other employee benefit plans qualified under Section 401 of
the Internal Revenue Code and deferred compensation and annuity plans under
Sections 457 or 403(b)(7) of the Internal Revenue Code ("Benefit Plans"); (iii)
trustees, officers, directors, employees (including retirees) and sales
representatives of the Fund, the Adviser, the Sub-Adviser or certain affiliated
companies, for themselves, their spouses and their dependent children; and (iv)
registered representatives and employees of broker-dealers having selling group
agreements with the Fund, for themselves, their spouses and their dependent
children.

You must notify the Transfer Agent that you are entitled to the
reduction or waiver of the sales charge. The reduction or waiver will be granted
subject to confirmation of your entitlement. See "Purchase, Redemption and
Exchange of Fund Shares -- Purchase of Shares -- Waiver of Sales Charges" in the
Statement of Additional Information.

HOW TO SELL YOUR SHARES

In General

You can redeem shares of the Fund at any time for cash at the NAV per
share next determined after the redemption request is received in proper form by
the Transfer Agent. See "How the Fund Values its Shares" at page 13.

Redemptions by Written Request

If you hold shares in non-certificate form, a written request for
redemption signed by you exactly as the account is registered is required. If
you hold certificates, the certificates signed in the names(s) shown on the face
of the certificates, must be received by the Transfer Agent in order for the
redemption request to be processed. If redemption is requested by a corporation,
partnership, trust or fiduciary, written evidence of authority acceptable to the
Transfer Agent must be submitted before such request will be accepted. All
correspondence and documents concerning redemptions should be sent to the Fund
in care of its Transfer Agent, PFPC, Inc., Attention: Pax World Growth Fund,
Inc., P.O. Box 8950, Wilmington, DE 19899.

If the proceeds of the redemption (i) exceed $50,000.00, (ii) are to be
paid to a person other than the record owner, (iii) are to be sent to an address
other than the address on the Transfer Agent's records, or (iv) are to be paid
to a corporation, partnership, trust or fiduciary, the signature(s) on

-18-
<PAGE> 26
the redemption request and on the certificates, if any, or stock power must be
guaranteed by an "eligible guarantor institution." An "eligible guarantor
institution" includes any bank, broker/dealer or credit union. The Transfer
Agent reserves the right to request additional information from, and make
reasonable inquiries of, any eligible guarantor institution.

Payment for shares presented for redemption will be made by check
within seven days after receipt by the Transfer Agent of the certificate and/or
written request except as indicated below. Such payment may be postponed or the
right of redemption suspended at times (i) when the New York Stock Exchange is
closed for other than customary weekends and holidays, (ii) when trading on such
Exchange is restricted, (iii) when an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable or
it is not reasonably practicable for the Fund fairly to determine the value of
its net assets, or (iv) during any other period when the SEC, by order, so
permits; provided that applicable rules and regulations of the SEC shall govern
as to whether the conditions prescribed in (ii), (iii) or (iv) exist.

Payment for redemption of recently purchased shares will be delayed
until the Fund or the Transfer Agent has been advised that the purchase check
has been honored, up to ten (10) calendar days from the time of receipt of the
purchase check by the Transfer Agent. Such delay may be avoided by purchasing
shares by wire or by certified or official bank check.

Involuntary Redemption

In order to reduce expenses of the Fund, the Board of Directors may
redeem all of the shares of any shareholder, other than a shareholder which is
an IRA or other tax-deferred retirement plan, whose account has a net asset
value of less than $500.00 due to a redemption. The Fund will give any such
shareholder 60 days' prior written notice in which to purchase sufficient
additional shares to avoid such redemption. No contingent deferred sales charge
will be imposed on any involuntary redemption.

90-Day Repurchase Privilege

If you redeem your shares and have not previously exercised the
repurchase privilege, you may reinvest any portion or all of the proceeds of
such redemption in shares of the Fund at the NAV next determined after the order
is received, which must be within 90 days after the date of redemption.

HOW TO EXCHANGE YOUR SHARES

In General

As a shareholder of the Fund, you have an exchange privilege with the
Pax World Fund, Inc., subject to the minimum investment requirement of such
fund. No sales charge will be imposed at the time of exchange. An exchange will
be treated as a redemption and purchase for tax purposes. See "Purchase,
Redemption and Exchange of Fund Shares -- Exchange of Shares" in the Statement
of Additional Information.

Exchanges by Mail

You may exchange shares by mail by writing to PFPC, Inc., Attention:
Pax World Growth Fund, Inc., P.O. Box 8950, Wilmington, DE 19899.

-19-
<PAGE> 27
If you hold certificates, the certificates, signed in the name(s) shown
on the face of the certificates, must be returned to the Transfer Agent in order
for the shares to be exchanged. See "How to Sell Your Shares" above.

Exchanges By Telephone

In order to exchange shares by telephone, you must authorize telephone
exchanges on your initial application form or by written notice to the Transfer
Agent and hold shares in non-certificate form. Thereafter, you may call the Fund
at 800-372-7827 to execute a telephone exchange of shares, on weekdays, except
holidays, between the hours of 8:00 A.M. and 6:00 P.M., New York time. For your
protection and to prevent fraudulent exchanges, your telephone call may be
recorded and you will be asked to provide your personal identification number. A
written confirmation of the exchange transaction will be sent to you. NEITHER
THE FUND NOR ITS AGENTS WILL BE LIABLE FOR ANY LOSS, LIABILITY OR COST WHICH
RESULTS FROM ACTING UPON INSTRUCTIONS REASONABLY BELIEVED TO BE GENUINE UNDER
THE FOREGOING PROCEDURES. All exchanges will be made on the basis of the
relative NAV of the two funds next determined after the request is received in
good order. The exchange privilege is available only in states where the
exchange may legally be made.

In periods of severe market or economic conditions the telephone
exchange of shares may be difficult to implement and you should make exchanges
by mail by writing to the Transfer Agent at the address noted below.

SHAREHOLDER SERVICES

The Fund offers investors the following special programs:

AUTOMATIC REINVESTMENT OF DIVIDENDS AND/OR DISTRIBUTION WITHOUT A SALES
CHARGE. For your convenience, all dividends and distributions, if any,
will be automatically reinvested in additional full and fractional
shares of the Fund at the NAV prevailing at the close of business on
the ex-dividend date unless and until you notify the Transfer Agent in
writing prior to such record date that you elect to receive either
dividends or both dividends and distributions together in cash. Stock
certificates will not be physically issued on reinvestment of such
dividends and distributions, but a record of the shares purchased will
be added to your account and a confirmation of such reinvestment will
be sent to you by the Transfer Agent.

AUTOMATIC MONTHLY INVESTMENT PLAN. Under the Fund's Automatic Monthly
Investment Plan, you may make regular purchases of the Fund's shares in
amounts as little as $50.00 via an automatic debit to a bank account.
For additional information about this service, you may contact the
Transfer Agent directly.

TAX-DEFERRED RETIREMENT PLANS. Various tax-deferred retirement plans,
including a 401(k) plan, self-directed individual retirement accounts
and "tax-sheltered accounts" under Section 403(b)(7) of the Internal
Revenue Code are available through the Fund. These plans are for use by
both self-employed individuals and corporate employers. These plans
permit either self-direction of accounts by participants, or a pooled
account arrangement. Information regarding the establishment of these
plans, the administration, custodial fees and other details is
available from the Fund or the Transfer Agent. If you are considering
adopting such a plan, you should consult with your own legal or tax
adviser

-20-
<PAGE> 28
with respect to the establishment and maintenance of such a plan.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is
available to shareholders, which provides for monthly or quarterly
checks. See "Shareholder Services -- Systematic Withdrawal Plan"
in the Statement of Additional Information.

REPORTS TO SHAREHOLDERS. The Fund will send you annual and semi-annual
reports. The financial statements appearing in annual reports are
audited by independent accountants. In order to reduce duplicate
mailing and printing expenses, the Fund will provide one annual and
semi-annual shareholder report and annual prospectus per household. You
may request additional copies of such reports by calling 800-372-7827
(toll-free) or by writing to the Fund at PFPC, Inc., Attention: Pax
World Growth Fund, Inc., P.O. Box 8950, Wilmington, DE 19899. In
addition, monthly unaudited financial data are available upon request
from the Fund.

SHAREHOLDER INQUIRIES. Inquiries should be addressed to the Fund
at PFPC, Inc., Attention: Pax World Growth Fund, Inc., P.O. Box
8950, Wilmington, DE 19899, or by telephone, at 800-372-7827
(toll-free) or, from outside the U.S.A. at 603-431-8022 (collect).

For additional information regarding the services and privileges
described above, see "Purchase, Redemption and Exchange of Fund Shares" in the
Statement of Additional Information.

THE PAX WORLD MUTUAL FUND FAMILY

Pax World Management Corp. currently offers two mutual funds designed
to meet your individual needs - Pax World Fund and Pax World Growth Fund. We
welcome you to review the investment options available through our family of
funds. For more information on the Pax World Mutual Funds, including charges and
expenses, contact your financial adviser or telephone the Fund at 800-372-7827
for a free prospectus. Read the prospectus carefully before you invest or send
money.

ADDITIONAL INFORMATION

This Prospectus, including the Statement of Additional Information
which has been incorporated by reference herein, does not contain all the
information set forth in the Registration Statement filed by the Fund with the
SEC under the Securities Act. Copies of the Registration Statement may be
obtained at a reasonable charge from the SEC or may be examined, without charge,
at the office of the SEC in Washington, D.C.

-21-
<PAGE> 29
P R O S P E C T U S

- --------------------------------------------------------------------------------
No dealer, sales representative or any other person has been authorized to give
any information or to make any representations, other than those contained in
this Prospectus, in connection with the offer contained herein, and, if given or
made, such other information or representations must not be relied upon as
having been authorized by the Fund. This Prospectus does not constitute an offer
by the Fund to sell or a solicitation of any offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.
- --------------------------------------------------------------------------------

TABLE OF CONTENTS
Page
----

FUND HIGHLIGHTS................................................. 1
What is Pax World Growth Fund, Inc?.................... 1
What is the Fund's Investment Philosophy?.............. 1
What is the Fund's Investment Objective?............... 1
Investments and Special Considerations; Risk Factors... 1
Who Manages the Fund?.................................. 2
Who Advises the Fund?.................................. 2
Who Distributes the Fund's Shares?..................... 3
What is the Minimum Investment?........................ 3
How Do I Purchase Shares?.............................. 3
How Do I Sell My Shares?............................... 3
How Are Dividends and Distributions Paid?.............. 4
FUND EXPENSES................................................... 4
HOW THE FUND INVESTS............................................ 5
Investment Objective and Policies...................... 5
Investments and Special Considerations; Risk Factors... 7
Corporate and Other Debt-Securities........... 7
Convertible Securities........................ 7
Equity-Related Securities..................... 7
Foreign Securities............................ 7
Illiquid and Restricted Securities............ 8
Portfolio Turnover............................ 8
Repurchase Agreements......................... 9
Short Sales Against-The-Box................... 9
U.S. Government Agency and/or
Instrumentality Securities.................. 9
When-Issued and Delayed Delivery Securities... 10
Hedging and Return Enhancement Strategies.............. 10
Option Transactions........................... 10
Investment Restrictions................................ 11
MANAGEMENT OF THE FUND.......................................... 11
Officers and Directors................................. 11
Adviser; Sub-Adviser................................... 11
Distribution........................................... 13
Custodian and Transfer and Dividend Disbursing Agent... 13
HOW THE FUND VALUES ITS SHARES.................................. 13
HOW THE FUND CALCULATES PERFORMANCE............................. 14
TAXES, DIVIDENDS AND DISTRIBUTIONS.............................. 14
Taxation of the Fund................................... 14
Taxation of Shareholders............................... 15
Withholding Taxes...................................... 15
Dividends and Distributions............................ 15
GENERAL INFORMATION............................................. 16
Incorporation.......................................... 16
Description of Common Stock............................ 16
Shareholder Meetings................................... 16
SHAREHOLDER GUIDE............................................... 16
How to Purchase Shares................................. 16
<PAGE> 30
In General.................................... 16
Investing by Mail............................. 17
Investing by Telephone........................ 17
Investing by Wire Transfer.................... 17
Waiver of Sales Charges....................... 18
How to Sell Your Shares................................ 18
In General.................................... 18
Redemptions by Written Request................ 18
Involuntary Redemptions....................... 19
90-Day Repurchase Privilege................... 19
How to Exchange Your Shares............................ 19
In General.................................... 19
Exchanges By Mail............................. 19
Exchanges by Telephone........................ 20
Shareholder Services................................... 20
Automatic Reinvestment of Dividends and/or
Distributions without a Sales Charge........ 20
Automatic Monthly Investment Plan............. 20
Tax-Deferred Retirement Plans................. 20
Systematic Withdrawal Plans................... 21
Reports to Shareholders....................... 21
Shareholder Inquiries......................... 21
THE PAX WORLD MUTUAL FUND FAMILY................................ 21
ADDITIONAL INFORMATION.......................................... 21

- --------------------------------------------------------------------------------

PAX WORLD GROWTH FUND, INC.

Subject to Completion, dated _______________, 1997

-ii-
<PAGE> 31
PAX WORLD GROWTH FUND, INC.

Statement of Additional Information
dated _______________, 1997

Pax World Growth Fund, Inc. (the "Fund") is an open-end, diversified
management investment company whose investment objective is long-term growth of
capital. The Fund seeks to achieve this objective by investing primarily in
equity securities (common stock, preferred stock and securities convertible into
common stock) of established companies with above-average growth prospects.
Current income, if any, is incidental.

Under normal market conditions, the Fund intends to invest at least
seventy-five percent (75%) of its total assets in equity securities of companies
that exceed $200,000,000.00 in market capitalization. The Fund may also invest
in (i) equity securities of other companies including foreign issuers, (ii)
investment grade fixed-income securities and (iii) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities, except that,
consistent with its socially conscious policies, the Fund will not invest in
obligations issued or guaranteed by the U.S. Treasury. In addition, the Fund may
purchase and sell put and call options on equity securities and stock indices
and foreign currency exchange contracts to hedge its portfolio and to attempt to
enhance return. There can be no assurance that the Fund's investment objective
will be achieved. See "How the Fund Invests -- Investment Objective and
Policies" in the Prospectus. The Fund's address is 224 State Street, Portsmouth,
NH 03801, and its telephone number is 800-767-1729.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus dated _______________, 1997, a
copy of which may be obtained from the Fund upon request.
<PAGE> 32
TABLE OF CONTENTS

Page
----

<TABLE>
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES ........................................ 1
Investment Objective ............................................... 1
Investment Philosophy .............................................. 1
INVESTMENTS AND SPECIAL CONSIDERATIONS; RISK FACTORS ..................... 2
Foreign Securities ................................................. 2
Forward Foreign Currency Exchange Contracts ........................ 2
Illiquid and Restricted Securities ................................. 3
Options on Securities .............................................. 4
Options on Securities Indices ...................................... 5
Portfolio Turnover ................................................. 6
Position Limits .................................................... 6
Repurchase Agreements .............................................. 7
Short-term Investments ............................................. 7
U.S. Government Agency and/or
Instrumentality Securities ...................................... 7
When-issued and Delayed Delivery Securities ........................ 8
INVESTMENT RESTRICTIONS .................................................. 8
MANAGEMENT OF THE FUND ................................................... 10
ADVISER; SUB-ADVISER ..................................................... 13
DISTRIBUTION ............................................................. 15
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
AND INDEPENDENT ACCOUNTANTS ........................................... 15
PORTFOLIO TRANSACTIONS AND BROKERAGE ..................................... 16
PURCHASE, REDEMPTION AND EXCHANGE OF FUND SHARES ......................... 17
Purchase of Shares ................................................. 17
In General ................................................... 17
Waiver of Sales Charges ...................................... 17
Sales of Shares .................................................... 18
In General ................................................... 18
Involuntary Redemption ....................................... 18
90-Day Repurchase Privilege .................................. 18
Exchange of Shares ................................................. 18
NET ASSET VALUE .......................................................... 19
PERFORMANCE INFORMATION .................................................. 19
Average Annual Total Return ........................................ 19
Yield .............................................................. 20
TAXES .................................................................... 20
SHAREHOLDER SERVICES ..................................................... 22
Automatic Reinvestment of Dividends and/or
Distributions without a Sales Charge ............................. 22
Automatic Monthly Investment Plan .................................. 22
Tax-Deferred Retirement Plans ...................................... 22
Tax-Deferred Retirement Accounts ................................... 23
Systematic Withdrawal Plans ........................................ 23
Reports to Shareholders ............................................ 24
Shareholder Inquiries .............................................. 24
</TABLE>
<PAGE> 33
INVESTMENT OBJECTIVE AND POLICIES

Investment Objective

Under normal market conditions, the Fund anticipates that at least
seventy-five percent (75%) of its total assets will consist of equity securities
of companies that exceed $200,000,000.00 in market capitalization. Stocks will
be selected on a company-by-company basis primarily through the use of
fundamental analysis. The Fund's adviser, Pax World Management Corp. (the
"Adviser"), looks for companies that have demonstrated growth in earnings and
sales, high returns on equity and assets, or other strong financial
characteristics, and, in the judgment of the Adviser, are attractively valued.
These companies tend to have a unique market niche, a strong new product profile
or superior management.

The Fund may also invest in (i) equity securities of other companies that
are undergoing changes in management or product and marketing dynamics that have
not yet been reflected in reported earnings but that are expected to impact
earnings in the intermediate-term -- these securities often lack investor
recognition and are often favorably valued, (ii) other equity-related
securities, (iii) equity securities of foreign issuers, (iv) obligations issued
or guaranteed by U.S. Government agencies and instrumentalities, other than the
U.S. Treasury, and (v) investment grade fixed-income securities. Investing in
securities of foreign companies involves certain risks and considerations not
typically associated with investments in domestic companies. See "How the Fund
Invests -- Investments and Special Considerations; Risk Factors" in the
Prospectus.

In addition, the Fund may purchase and sell put and call options on equity
securities and stock indices and foreign currency exchange contracts to hedge
its portfolio and to attempt to enhance return.

The Fund reserves the right to hold temporarily other types of securities
without limit, including commercial paper, bankers' acceptances, non-convertible
debt securities (corporate) or government securities and high quality money
market securities or cash (foreign currencies or United States dollars), in such
proportions as, in the opinion of the Adviser, prevailing market, economic or
political conditions warrant. The Fund may also temporarily hold cash and invest
in high quality foreign or domestic money market instruments pending investment
of proceeds from new sales of Fund shares or to meet ordinary daily cash needs.

Investment Philosophy

The Fund seeks investments in companies producing life supportive goods
and services and that are not, to any degree, engaged in manufacturing defense
or weapons-related products. The policy of the Fund is to exclude from its
portfolio securities of (i) companies engaged in military activities, (ii)
companies appearing on the United States Department of Defense list of 100
largest contractors if five percent (5%) or more of the gross sales of such
companies are derived from contracts with the United States Department of
Defense, (iii) other companies contracting with the United States Department of
Defense if five percent (5%) or more of the gross sales of such companies are
derived from contracts with the United States Defense Department, and (iv)
companies of the liquor, tobacco and gambling industries. By way of
illustration, the Fund will invest in such industries as building supplies,
computer software, education, food, health care, household appliances,
<PAGE> 34
housing, leisure time, pollution control, technology and telecommunications,
among others. The Fund's portfolio will consist primarily of companies located
in the United States. See "Fund Highlights -- What is the Fund's Investment
Philosophy" in the Prospectus.

There can be no assurance that the Fund's investment objective will be
achieved.

INVESTMENTS AND SPECIAL CONSIDERATIONS;
RISK FACTORS

FOREIGN SECURITIES

The Fund is permitted to invest in foreign corporate and government
securities. "Foreign Government securities" include debt securities issued or
guaranteed, as to payment of principal and interest, by governments,
quasi-governmental entities, governmental agencies, supranational entities and
other governmental entities (collectively, "Government Entities") of foreign
countries denominated in the currencies of such countries or in U.S. dollars
(including debt securities of a Government Entity in any such country
denominated in the currency of another such country).

A "supranational entity" is an entity constituted by the national
governments of several countries to promote economic development. Examples of
such supranational entities include, among others, the Asian Development Bank,
the European Investment Bank and the World Bank (International Bank for
Reconstruction and Development). Debt securities of "quasi-governmental
entities" are issued by entities owned by a national, state, or equivalent
government or are obligations of a political unit that are not backed by the
national government's "full faith and credit" and general taxing powers.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The Fund may enter into forward foreign currency exchange contracts in
limited circumstances. When the Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, or when the Fund
anticipates the receipt in a foreign currency of dividends or interest payments
on a security which it holds, the Fund may desire to "lock-in" the U.S. dollar
price of the security or the U.S. dollar equivalent of such dividend or interest
payment, as the case may be. By entering into a forward contract for a fixed
amount of dollars, for the purchase or sale of the amount of foreign currency
involved in the underlying transactions, the Fund may be able to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the foreign currency

-2-
<PAGE> 35
during the period between the date on which the security is purchased or sold,
or on which the dividend or interest payment is declared, and the date on which
such payments are made or received.

Additionally, when the investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, the Fund may enter into a forward contract for a fixed amount of
dollars, to sell the amount of foreign currency approximating the value of some
or all of the Fund's portfolio securities denominated in such foreign currency.
The projection of short-term currency market movement is extremely difficult,
and the successful execution of a short-term hedging strategy is highly
uncertain. The Fund's Custodian will place cash or liquid securities into a
segregated account of the Fund in an amount equal to the value of the Fund's
total assets committed to the consummation of forward foreign currency exchange
contracts. If the value of the securities placed in the segregated account
declines, additional cash or securities will be placed in the account on a daily
basis so that the value of the account will equal the amount of the Fund's
commitments with respect to such contracts.

The Fund generally will not enter into a forward contract with a term of
greater than one year. At the maturity of a forward contract, the Fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate its contractual obligation to deliver
the foreign currency by purchasing an "offsetting" contract with the same
currency trader obligating it to purchase, on the same maturity date, the same
amount of the foreign currency.

If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward contract prices. Should forward contract prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent that the price of the currency it has agreed to sell exceeds the price of
the currency it has agreed to purchase. Should forward contract prices increase,
the Fund will suffer a loss to the extent that the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.

ILLIQUID AND RESTRICTED SECURITIES

The Fund may not invest more than ten percent (10%) of its net assets in
repurchase agreements which have a maturity of longer than seven (7) days or in
other illiquid securities, including securities that are illiquid by virtue of
the absence of a readily available market (either within or outside of the
United States) or legal or contractual restrictions on resale. Historically,
illiquid securities have included securities subject to contractual or legal
restrictions on resale because they have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), securities which are
otherwise not readily marketable and repurchase agreements having a maturity of
longer than seven (7) days. Securities which have not been registered under the
Securities Act are referred to as private placements or restricted securities
and are purchased directly from the issuer or in the secondary market. Mutual
funds do not typically hold a significant amount of these restricted or other
illiquid securities because of the potential for delays on resale and
uncertainty in valuation. Limitations on resale may have an adverse effect on
the marketability of portfolio securities and a mutual fund might be unable to
dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven days. A mutual fund might also have to register such restricted securities
in order to dispose of them resulting in

-3-
<PAGE> 36
additional expense and delay. Adverse market conditions could impede such a
public offering of securities.

Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act and commercial paper for which there is a readily available
market will not be deemed to be illiquid. The investment adviser will monitor
the liquidity of such restricted securities subject to the supervision of the
Board of Directors. In reaching liquidity decisions, the investment adviser will
consider, inter alia, the following factors: (i) the frequency of trades and
quotes for the security; (ii) the number of dealers wishing to purchase or sell
the security and the number of other potential purchasers; (iii) dealer
undertakings to make a market in the security and (iv) the nature of the
security and the nature of the marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
the transfer). In addition, in order for commercial paper that is issued in
reliance on Section 4(2) of the Securities Act to be considered liquid, (i) it
must be rated in one of the at least two nationally recognized statistical
rating organizations ("NRSRO"), or if only one NRSRO rates the securities, by
that NRSRO, or, if unrated, be of comparable quality in the view of the
investment adviser; and (ii) it must not be "traded flat" (i.e., without accrued
interest) or in default as to principal or interest. Repurchase agreements
subject to demand are deemed to have a maturity equal to the notice period.

OPTIONS ON SECURITIES

The Fund may purchase and write (i.e., sell) put and call options on
securities that are traded on U.S. or foreign securities exchanges or that are
traded in the over-the-counter markets.

A call option is a short-term contract pursuant to which the purchaser, in
return for a premium paid, has the right to buy the security underlying the
option at a specified exercise price at any time during the term of the option.
The writer of the call option, who receives the premium, has the obligation,
upon exercise of the option, to deliver the underlying security against payment
of the exercise price.

A put option is a similar contract which gives the purchaser, in return
for a premium, the right to sell the underlying security at a specified price
during the term of the option. The writer of the put option, who receives the
premium, has the obligation to buy the underlying security upon exercise at the
exercise price.

A call option written by the Fund is "covered" if (i) the Fund owns the
security underlying the option or has an absolute and immediate right to acquire
that security without additional cash consideration (or for additional cash
consideration held in a segregated account by its Custodian) or (ii) the Fund
holds on a share-for-share basis a call on the same security as the call written
where the exercise price of the call held is equal to or less than the exercise
price of the call written or greater than the exercise price of the call written
if the difference is maintained by the Fund in cash, U.S. Government securities
or other liquid high-grade debt obligations in a segregated account with its
Custodian.

A put option written by the Fund is "covered" if the Fund maintains cash,
U.S. Government securities or other liquid high-grade debt obligations with a
value equal to the exercise price in a segregated account with its Custodian, or
else holds on a share-for-share basis a put on the same security as the put
written where the exercise price of the put held is equal to or greater than the
exercise price of the put written.

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<PAGE> 37
The Fund may also purchase a "protective put," i.e., a put option acquired
for the purpose of protecting a portfolio security from a decline in market
value. In exchange for the premium paid for the put option, the Fund acquires
the right to sell the underlying security at the exercise price of the put
regardless of the extent to which the underlying security declines in value. The
loss to the Fund is limited to the premium paid for, and transaction costs in
connection with, the put plus the initial excess, if any, of the market price of
the underlying security over the exercise price. However, if the market price of
the security underlying the put rises, the profit the Fund realizes on the sale
of the security will be reduced by the premium paid for the put option less any
amount (net of transaction costs) for which the put may be sold. Similar
principles apply to the purchase of puts on stock indices, as described below.

The Fund may write put and call options on stocks only if they are
covered, and such options must remain covered so long as the Fund is obligated
as a writer. The Fund does not intend to purchase options on equity securities
if the aggregate premiums paid for such outstanding options would exceed ten
percent (10%) of the Fund's total assets.

OPTIONS ON SECURITIES INDICES

In addition to options on securities, the Fund may also purchase and sell
put and call options on securities indices traded on U.S. or foreign securities
exchanges or traded in the over-the-counter markets. Options on securities
indices are similar to options on securities except that, rather than the right
to take or make delivery of a security at a specified price, an option on a
securities index gives the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the securities index upon
which the option is based is greater than, in the case of a call, or less than,
in the case of a put, the exercise price of the option. This amount of cash is
equal to such difference between the closing price of the index and the exercise
price of the option expressed in dollars times a specified multiple (the
multiplier). The writer of the option is obligated, in return for the premium
received, to make delivery of this amount. All settlements on options on indices
are in cash, and gain or loss depends on price movements in the securities
market generally (or in a particular industry or segment of the market) rather
than price movements in individual securities.

The multiplier for an index option performs a function similar to the unit
of trading for a stock option. It determines the total dollar value per contract
of each point in the difference between the exercise price of an option and the
current level of the underlying index. A multiplier of 100 means that a
one-point difference will yield $100. Options on different indices may have
different multipliers. Because exercises of index options are settled in cash, a
call writer cannot determine the amount of its settlement obligations in advance
and, unlike call writing on specific stocks, cannot provide in advance for, or
cover, its potential settlement obligations by acquiring and holding the
underlying securities. In addition, unless the Fund has other liquid assets
which are sufficient to satisfy the exercise of a call, the Fund would be
required to liquidate portfolio securities or borrow in order to satisfy the
exercise.

Because the value of an index option depends upon movements in the level
of the index rather than the price of a particular security, whether the Fund
will realize a gain or loss on the purchase or sale of an option on an index
depends upon movements in the level of security prices in the market generally
or in an industry or market segment rather than movements in the price of a
particular security. Accordingly, successful use by the Fund of options on
indices would be subject to the investment adviser's ability to predict

-5-
<PAGE> 38
correctly movements in the direction of the securities market generally or of a
particular industry. This requires different skills and techniques than
predicting changes in the price of individual stocks.

The distinctive characteristics of options on indices create certain risks
that are not present with stock options.

Index prices may be distorted if trading of certain stocks included in the
index is interrupted. Trading in the index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
stocks included in the index. If this occurred, the Fund would not be able to
close out options which it had purchased or written and, if restrictions on
exercise were imposed, may be unable to exercise an option it holds, which could
result in losses to the Fund. It is the Fund's policy to purchase or write
options only on indices which include a number of stocks sufficient to minimize
the likelihood of a trading halt in the index.

The ability to establish and close out positions on such options will be
subject to the development and maintenance of a liquid secondary market. It is
not certain that this market will develop in all index option contracts. The
Fund will not purchase or sell any index option contract unless and until, in
the investment adviser's opinion, the market for such options has developed
sufficiently that the risk in connection with such transactions is not
substantially greater than the risk in connection with options on securities in
the index.

The Fund will write put options on stock indices and foreign currencies
only if they are covered by segregating with the Fund's Custodian an amount of
cash, U.S. Government securities, or liquid assets equal to the aggregate
exercise price of the puts. The Fund does not intend to purchase options on
securities indices if the aggregate premiums paid for such outstanding options
would exceed ten percent (10%) of the Fund's total assets.

PORTFOLIO TURNOVER

As a result of the investment policies described above, the Fund may
engage in a substantial number of portfolio transactions and its portfolio
turnover rate may exceed seventy-five percent (75%), although the Fund's
portfolio turnover rate is not expected to exceed one hundred percent (100%).
The portfolio turnover rate is generally the percentage computed by dividing the
lesser of portfolio purchases or sales (excluding all securities, including
options, whose maturities or expiration date at acquisition were one year or
less) by the monthly average value of the portfolio. High portfolio turnover
(over one hundred percent (100%)) involves correspondingly greater brokerage
commissions and other transaction costs, which are borne directly by the Fund.
In addition, high portfolio turnover may also mean that a proportionately
greater amount of distributions to shareholders will be taxed as ordinary income
rather than long-term capital gains compared to investment companies with lower
portfolio turnover. See "Portfolio Transactions and Brokerage" and "Taxes" on
pages 16 and 20, respectively.

POSITION LIMITS

Transactions by the Fund in futures contracts and options will be subject
to limitations, if any, established by each of the exchanges, boards of trade or
other trading facilities (including NASDAQ) governing the maximum number of
options in each class which may be written or purchased by a single investor or
group of investors acting in concert, regardless of whether the options are
written on the same or different exchanges, boards of trade or other trading
facilities or are held or written in one or more accounts or

-6-
<PAGE> 39
through one or more brokers. An exchange, board of trade or other trading
facility may order the liquidations of position excess of these limits, and it
may impose certain other sanctions.

REPURCHASE AGREEMENTS

The Fund will enter into repurchase transactions only with parties meeting
creditworthiness standards approved by the Fund's Board of Directors. The Fund's
investment adviser will monitor the creditworthiness of such parties, under the
general supervision of the Board of Directors. In the event of a default or
bankruptcy by a seller, the Fund will promptly seek to liquidate the collateral.
To the extent that the proceeds from any sale of such collateral upon a default
in the obligation to repurchase are less than the repurchase price, the Fund
will suffer a loss.

SHORT-TERM INVESTMENTS

When conditions dictate a defensive strategy, the Fund may temporarily
invest in money market instruments, including commercial paper of corporations,
certificates of deposit, bankers' acceptances and other obligations of domestic
and foreign banks, obligations issued or guaranteed by the U.S. Government, its
agencies or its instrumentalities and repurchase agreements (described more
fully below). Such investments may be subject to certain risks, including future
political and economic developments, the possible imposition of withholding
taxes on interest income, the seizure or nationalization of foreign deposits and
foreign exchange controls or other restrictions.

U.S. GOVERNMENT AGENCY AND/OR
INSTRUMENTALITY SECURITIES

The Fund may invest in securities issued by U.S. Government agencies or
instrumentalities other than the U. S. Treasury. These obligations may or may
not be backed by the full faith and credit of the United States. In the case of
securities not backed by the full faith and credit of the United States, the
Fund must look principally to the agency issuing or guaranteeing the obligation
for ultimate repayment and may not be able to assert a claim against the United
States if the agency or instrumentality issuing or guaranteeing the obligation
does not meet its commitments. Obligations of the Government National Mortgage
Association ("GNMA"), the Farmers Home Administration and the Small Business
Administration are backed by the full faith and credit of the United States.
Securities in which the Fund may invest which are not backed by the full faith
and credit of the United States include obligations such as those issued by the
Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation ("FHLMC"),
the Federal National Mortgage Association, the Student Loan Marketing
Association, Resolution Funding Corporation and the Tennessee Valley Authority,
each of which has the right to borrow from the U.S. Treasury to meet its
obligations, and obligations of the Farm Credit System, the obligations of which
may be satisfied only by the individual credit of the issuing agency. FHLMC
investments may include collateralized mortgage obligations.

In connection with its commitment to assist in the development of housing,
the Fund may invest in mortgage-backed securities, including those which
represent undivided ownership interests in pools of mortgages. The U.S.
Government or the issuing agency or instrumentality guarantees the payment of
interest on and principal of these securities. However, the guarantees do not
extend to the yield or value of the securities nor do the guarantees extend to
the yield or value of the Fund's shares. These securities are in most cases

-7-
<PAGE> 40
"pass-through" instruments, through which the holders receive a share of all
interest and principal payments from the mortgages underlying the securities,
net of certain fees. Because the prepayment characteristics of the underlying
mortgages vary, it is not possible to predict accurately the average life of a
particular issue of pass-through certificates. Mortgage-backed securities are
often subject to more rapid repayment than their maturity date would indicate as
a result of the pass-through of prepayments of principal on the underlying
mortgage obligations. During periods of declining interest rates, prepayment of
mortgages underlying mortgage-backed securities can be expected to accelerate.
The Fund's ability to invest in high-yielding mortgage-backed securities will be
adversely affected to the extent that prepayments of mortgages must be
reinvested in securities which have lower yields than the prepaid mortgages.
Moreover, prepayments of mortgages which underlie securities purchased at a
premium could result in capital losses.

The Fund may invest in both Adjustable Rate Mortgage Securities ("ARMs"),
which are pass-through mortgage securities collateralized by adjustable rate
mortgages, and Fixed-Rate Mortgage Securities ("FRMs"), which are collateralized
by fixed-rate mortgages.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

From time to time, in the ordinary course of business, the Fund may
purchase or sell securities on a when-issued or delayed delivery basis, that is,
delivery and payment can take place a month or more after the date of the
transaction. The Fund will limit such purchases to those in which the date for
delivery and payment falls within 120 days of the date of the commitment. The
Fund will make commitments for such when-issued transactions only with the
intention of actually acquiring the securities. The Fund's Custodian will
maintain, in a separate account of the Fund, cash, U.S. Government securities or
other liquid high-grade debt obligations having a value equal to or greater than
such commitments. If the Fund chooses to dispose of the right to acquire a
when-issued security prior to its acquisition, it could, as with the disposition
of any other portfolio security, incur a gain or loss due to market
fluctuations.

INVESTMENT RESTRICTIONS

The following restrictions are fundamental policies. Fundamental policies
are those which cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities. A "majority of the Fund's
outstanding voting securities," when used in this Statement of Additional
Information, means the lesser of (i) sixty-seven percent (67%) of the shares
represented at a meeting at which more than fifty percent (50%) of the
outstanding voting shares are present in person or represented by proxy or (ii)
more than fifty percent (50%) of the outstanding voting shares.

The Fund may not:

1. Purchase securities on margin (but the Fund may obtain such
short-term credits as may be necessary for the clearance of transactions);
provided that the deposit or payment by the Fund of initial or maintenance
margin in connection with futures or options is not considered the
purchase of a security on margin.

2. Make short sales of securities or maintain a short position if,
when added together, more than twenty-five percent (25%) of the value of
the Fund's net assets would be (i) deposited as collateral for the
obligation to replace securities borrowed to effect short sales and (ii)
allocated to segregated accounts in

-8-
<PAGE> 41
connection with short sales. Short sales "against-the-box" are not subject
to this limitation.

3. Issue senior securities, borrow money or pledge its assets,
except that the Fund may borrow from banks up to twenty percent (20%) of
the value of its total assets (calculated when the loan is made) for
temporary, extraordinary or emergency purposes or for the clearance of
transactions. The Fund may pledge up to twenty percent (20%) of the value
of its total assets to secure such borrowings. For purposes of this
restriction, the purchase or sale of securities on a when-issued or
delayed delivery basis, forward foreign currency exchange contracts and
collateral arrangements relating thereto, and collateral arrangements with
respect to futures contracts and options thereon and with respect to the
writing of options and obligations of the Fund to Directors pursuant to
deferred compensation arrangements are not deemed to be a pledge of assets
or the issuance of a senior security.

4. Purchase any security if as a result: (i) with respect to
seventy-five percent (75%) of the Fund's total assets, more than five
percent (5%) of the Fund's total assets (determined at the time of
investment) would then be invested in securities of a single issuer, (ii)
twenty-five percent (25%) or more of the Fund's total assets (determined
at the time of the investment) would be invested in a single industry, or
(iii) the Fund would own more than ten percent (10%) of the outstanding
voting securities of a single issuer.

5. Purchase any security if as a result the Fund would then have
more than five percent (5%) of its total assets (determined at the time of
investment) invested in securities of companies (including predecessors)
less than three years old, except that the Fund may invest in the
securities of any U.S. Government agency or instrumentality, and in any
security guaranteed by such an agency or instrumentality, other than the
U.S. Treasury.

6. Buy or sell real estate or interests in real estate, except that
the Fund may purchase and sell securities which are secured by real
estate, securities of companies which invest or deal in real estate and
publicly traded securities of real estate investment trusts. The Fund may
not purchase interests in real estate limited partnerships which are not
readily marketable.

7. Buy or sell commodities or commodity contracts. (For purposes of
this restriction, futures contracts on currencies and on securities
indices and forward foreign currency exchange contracts are not deemed to
be commodities or commodity contracts.)

8. Act as underwriter except to the extent that, (i) in connection
with the disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws, and (ii) the Fund may
invest up to five percent of the value of its assets (at time of
investment) in portfolio securities which the Fund might not be free to
sell to the public without registration of such securities under the
Securities Act of 1933. The Fund's position in such restricted securities
may adversely affect the liquidity and marketability of such restricted
securities and the Fund may not be able to dispose of its holdings in
these securities at reasonable price levels. The Fund has not adopted a
fundamental investment policy with respect to

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<PAGE> 42
investments in restricted securities. See "Illiquid and Restricted
Securities" above.

9. Make investments for the purpose of exercising control or
management.

10. Invest in interests in oil, gas or other mineral exploration or
development programs, except that the Fund may invest in the securities of
companies which invest in or sponsor such programs.

11. Make loans.

12. Invest more than ten percent (10%) of the value of its assets in
securities of foreign issuers.

In order to comply with certain "blue sky" restrictions, the Fund will not
as a matter of operating policy:

1. Invest in oil, gas and mineral leases.

2. Invest in securities of any issuer if, to the knowledge of the
Fund, any Officer or Director of the Fund or the Fund's Manager or Adviser
or Sub-Adviser (as defined below) owns more than one-half of one percent
(.5%) of the outstanding securities of such issuer, and such Officers and
Directors who own more than one-half of one percent (.5%) own in the
aggregate more than five percent (5%) of the outstanding securities of
such issuer.

3. Purchase warrants if as a result the Fund would then have more
than five percent (5%) of its assets (determined at the time of
investment) invested in warrants. Warrants will be valued at the lower of
cost or market and investment in warrants which are not listed on the New
York Stock Exchange or American Stock Exchange or a major foreign exchange
will be limited to two percent (2%) of the Fund's net assets (determined
at the time of investment). For purposes of this limitation, warrants
acquired in units or attached to securities are deemed to be without
value.

Whenever any fundamental investment policy or investment restriction
states a maximum percentage of the Fund's assets, it is intended that if the
percentage limitation is met at the time the investment is made, a later change
in percentage resulting from changing total or net asset value will not be
considered a violation of such policy.

MANAGEMENT OF THE FUND

The officers of the Fund are responsible for the day-to-day operations of
the Fund and the Board of Directors of the Fund, in addition to overseeing the
Adviser and Sub-Adviser, is responsible for the general policy of the Fund. The
Board of Directors meets four times per year, reviews portfolio selections and
bonding requirements, declares dividends, if any, and reviews the activities of
the executive officers of the Fund. Such activities are consistent with their
fiduciary obligations as directors under the General Corporation Law of the
State of Delaware. Members of the Board of Directors of the Fund are reimbursed
for their travel expenses for attending meetings of the Board of Directors plus
Three Hundred Dollars ($300.00) for affiliated directors and One Thousand
Dollars ($1,000.00) for unaffiliated directors. The Fund's Adviser and
Sub-Adviser furnish daily investment advisory services.

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<PAGE> 43
The following table reflects the name and address, position held with the
Fund and principal occupation during the past five (5) years for those persons
who are the officers and directors of the Fund.

Name, Address and Position(s) Held Principal Occupation(s) During
Age with the Fund Past Five Years
- --- ------------- ---------------
Carl H. Doerge, Director Executive Vice President and
Jr., c/o Smith Managing Director, Smith
Barney, 388 Barney (1971 - 1995)
Greenwich Street,
New York, NY
10013; (__)

Thomas W. Grant, President; Vice Chairman of the Board,
14 Wall Street, Director Pax World Fund, Incorporated
New York, NY (1996 - present); President,
10005*; (55) Pax World Management Corp.
(1996 - present); President,
H. G. Wellington & Co., Inc.
(1991 - present)

Anita D. Green, Assistant Manager - Shareholder Services
c/o Pax World Treasurer for Pax World Fund,
Management Corp., Incorporated, Pax World
222 State Street, Management Corp. (1990 -
Portsmouth, NH present)
03801; (32)

John L. Kidde, c/o Director President, KDM Development
KDM Development Corporation (1988 - present)
Corporation, 209
Cooper Avenue,
Suite 5-D, Upper
Montclair, NJ
07043; (__)

Joy L. Liechty, Director Client and Sales Advocate,
919 South Seventh Mennonite Mutual Aid
Street, Goshen, IN Association, Goshen, IN 46526
46526; (42) (1989 - present)

James M. Shadek, Treasurer Senior Vice President for
14 Wall Street, Social Research, Pax World
New York, NY Management Corp. (1996 -
10005; (44) present)

Laurence A. Chairman of the Chairman of the Board, Pax
Shadek, 14 Wall Board; Director World Fund, Incorporated (1996
Street, New York, - present); Chairman of the
NY 10005*; (46) Board, Pax World Management
Corp. (1996 - present);
Executive Vice President, H.
G. Wellington & Co., Inc.
(1986 - present)

-11-
<PAGE> 44
Janet Lawton Assistant Operations Manager for Pax
Spates, c/o Pax Treasurer World Fund, Incorporated, Pax
World Management World Management Corp. (1992 -
Corp., 222 State present)
Street,
Portsmouth, NH
03801; (27)

Nancy S. Taylor, Director Senior minister, First
5298 N. Riffle Congregational Church, Boise,
Way, Boise, ID ID (1992 - present); Associate
83703; (__) minister, Immanuel
Congregational Church,
Hartford, CT (1987 - 1992)

Lee D. Unterman, Secretary Partner, Broudy & Jacobson,
c/o Broudy & New York, NY (1988 - present)
Jacobson, 230 Park
Avenue, New York,
NY 10169; (46)

* Designates an "Interested" officer or director, as defined in the
Investment Company Act, by reason of his or her affiliation with the
Adviser.

** Designates a member of the Executive Committee, Investment Committee
and/or Audit Committee. Members of the Executive Committee assist in
making investment decisions and in executing various decisions of the
Board of Directors.

No person on such date owned of record or beneficially five percent (5%)
or more of the outstanding Common Stock of the Fund and all officers and
directors as a group own less than one percent (1%) of the outstanding Common
Stock of the Fund.

Certain directors and officers of the Fund are also directors and officers
of Pax World Fund, Inc., the other investment company managed by the Adviser.
None of the officers or directors are related to one another by blood, marriage
or adoption, except that Laurence A. Shadek and James M. Shadek are brothers.

Members of the Board of Directors of the Fund are reimbursed for their
travel expenses for attending meetings of the Board of Directors plus Three
Hundred Dollars ($300.00) for affiliated directors and One Thousand Dollars
($1,000.00) for unaffiliated directors.

-12-
<PAGE> 45
COMPENSATION TABLE

The following table sets forth estimated aggregate compensation to be paid
by the Fund to all members of the Board of Directors of the Fund, all members of
the advisory board of the Fund, and for each of the three highest paid executive
officers or any affiliated person of the Fund with aggregate compensation from
the Fund for the calendar year ending December 31, 1997.

Name of Person, Aggregate Estimated Total
Position Compensation Annual Benefits Compensation
from Fund Upon Retirement from Fund and
Fund Complex
Paid to
Directors

- --------------- --------------- --------------- ---------------

ADVISER; SUB-ADVISER

Pax World Management Corp., 222 State Street, Portsmouth, NH 03801 (the
"Adviser") is the adviser to the Fund. It was incorporated in 1970 under the
laws of the State of Delaware. Pursuant to the terms of an Advisory Agreement
entered into between the Fund and the Adviser (the "Advisory Agreement"), the
Adviser, subject to the supervision of the Board of Directors of the Fund, is
responsible for managing the assets of the Fund in accordance with the Fund's
investment objective, investment program and policies. The Adviser determines
what securities and other instruments are purchased and sold for the Fund and is
responsible for obtaining and evaluating financial data relevant to the Fund. As
of December 31, 1996, the Adviser had over $513,000,000.00 in assets under
management by virtue of serving as the adviser to the Pax World Fund, Inc. (the
"Pax World Fund"). The Adviser has no clients other than the Fund and the Pax
World Fund.

The Adviser has, however, agreed to supply and pay for such services as
are deemed by the Board of Directors of the Fund to be necessary or desirable
and proper for the continuous operations of the Fund (excluding all taxes and
charges of governmental agencies and brokerage commissions incurred in
connection with portfolio transactions) which are in excess of one and one-half
percent (1.5%) of the average net asset value of the Fund per annum. Such
expenses include (i) management, distribution and sub-advisory fees; (ii) the
fees of Unaffiliated Directors; (iii) the fees of the Fund's Custodian and
Transfer Agent; (iv) the fees of the Fund's legal counsel and independent
accountants; (v) brokerage commissions incurred in connection with portfolio
transactions; (vi) all taxes and charges of governmental agencies; (vii) the
reimbursement of organization expenses; and (viii) expenses related to
shareholder communications including all expenses of shareholders' and Board

-13-
<PAGE> 46
of Directors' meetings and of preparing, printing and mailing reports, proxy
statements and prospectuses to shareholders.

The Advisory Agreement provides that (i) it may be terminated by the Fund
or the Adviser at any time upon not more than sixty (60) days', nor less than
thirty (30) days', written notice, and (ii) will terminate automatically in the
event of its assignment (as defined in the Investment Company Act). In addition,
the Advisory Agreement provides that it may continue in effect for a period of
more than two (2) years from its execution only so long as such continuance is
specifically approved at least annually in accordance with the requirements of
the Investment Company Act.

The Advisory Agreement was approved by the Board of Directors, including a
majority of the Directors who are not parties to the contract or interested
persons of any such party, as defined in the Investment Company Act, on
_______________, 1997, and by the initial shareholder of the Fund on
_______________, 1997.

H. G. Wellington Capital Management, a division of H. G. Wellington & Co.,
Inc., 14 Wall Street, New York, NY 10005 (the "Sub-Adviser") is the sub-adviser
to the Fund. H. G. Wellington & Co., Inc. was incorporated in 1984 under the
laws of the State of Delaware and is also a registered broker-dealer.

Pursuant to the terms of a Sub-Advisory Agreement between the Adviser and
the Sub-Adviser, the Sub-Adviser furnishes investment advisory services in
connection with the management of the Fund, determines what securities and other
instruments are purchased and sold for the Fund and is responsible for obtaining
and evaluating financial data relevant to the Fund. In the event that the
average net assets of the Fund are less than $5,000,000.00, the Sub-Adviser will
be compensated by the Adviser for its services at an annual rate of $25,000.00;
in the event that average net assets of the Fund are equal to or in excess of
$5,000,000.00, the Sub-Adviser will be compensated by the Adviser for its
services at an annual rate of one-third of one percent (.33%) of average net
assets up to and including $25,000,000.00 and one-quarter of one percent (.25%)
of average net assets in excess of $25,000,000.00, but in no event to exceed the
annual sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) net of
expenses.

Thomas W. Grant, the President of the Adviser, is also the President of
the Sub-Adviser and has been associated with that firm since 1991. Mr. Grant
served previously with the firm of Fahnestock & Co. for twenty years as a
partner, managing director and senior officer. His duties encompassed branch
office management, corporate finance, syndications and municipal and corporate
bonds. Mr. Laurence A. Shadek, the Chairman of the Board of Directors of the
Adviser, is also an Executive Vice-President of the Sub-Adviser and, together
with members of his family, own a twenty-six and sixty-seven one hundredths
percent (26.67%) interest in the Sub-Adviser. Mr. Shadek has been associated
with that firm since March 1986. He was previously associated with Stillman,
Maynard & Co., where he was a general partner. Mr. Shadek's investment
experience includes 12 years as a limited partner and Account Executive with the
firm Moore & Schley. Each of Mr. Grant and Mr. Shadek serve as a member of the
Board of Directors of the Fund and the Pax World Fund.

-14-
<PAGE> 47
Investment Strategy. After Faulkner, Dawkins & Sullivan merged with Shearson
Lehman, and later, American Express, Mr. Colin worked briefly for Merrill Lynch
Asset Management before joining Bessemer Trust Company in 1978 as a Senior
Portfolio Manager. In 1983, Mr. Colin joined General Electric Investment
Corporation as a Senior Vice President of Equity Portfolios with
responsibilities for various funds under General Electric's control, including
its own pension fund.

Mr. Colin, who is a Chartered Financial Analyst, has contributed numerous
articles on investment research to professional journals and has served as a
consultant to a number of publicly-owned corporations.

DISTRIBUTION

Pursuant to a Distribution Plan adopted by the Fund under Rule 12b-1 under
the Investment Company Act, the Fund may incur distribution expenses of up to
thirty-five one hundredths of one percent (.35%) per annum of its average daily
net assets to finance activity which is primarily intended to result in the sale
of Fund shares. Such expenses include (but are not limited to) travel and
telephone expenses, preparation and distribution of sales literature and
advertising, compensation to be paid to and expenses to be incurred by officers,
directors and/or employees of the Fund, or other third parties for their
distributional service if sales of Fund shares are made by such third parties
during a fiscal year.

The Plan will continue in effect from year to year, provided that each
such continuance is approved at least annually by a vote of the Board of
Directors, including a majority vote of the Rule 12b-1 Directors, cast in person
at a meeting called for the purpose of voting on such continuance. The Plan may
be terminated at any time, without penalty, by the vote of a majority of the
Rule 12b-1 Directors or by the vote of the holders of a majority of the
outstanding shares of the Fund on not more than 60 days', nor less than 30
days', written notice to any other party to the Plan. The Plan may not be
amended to increase materially the amounts to be spent for the services
described therein without approval by the shareholders of the Fund, and all
material amendments are required to be approved by the Board of Directors in the
manner described above. The Plan will automatically terminate in the event of
its assignment. The Fund will not be obligated to pay expenses incurred under
the Plan if it is terminated or not continued.

Pursuant to the Plan, the Board of Directors will review at least
quarterly a written report of the distribution expenses incurred on behalf of
the Fund. The report will include an itemization of the distribution expenses
and the purposes of such expenditures.

The Plan was adopted on _______________, 1997 by the Board of Directors of
the Fund, including a majority of the Directors who are not interested persons
of the Fund and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan, at a meeting
called for the purpose of voting on such Plan.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
AND INDEPENDENT ACCOUNTANTS

State Street Bank and Trust Company, 225 Franklin Street, Boston MA 02110
(the "Custodian"), will serve as custodian for the Fund's portfolio securities
and cash and, in that capacity, maintains certain financial and accounting books
and records pursuant to an agreement with the Fund. See "How the Fund is Managed
- -- Custodian and Transfer and Dividend Disbursing Agent" in the Prospectus.

-15-
<PAGE> 48
PFPC, Inc., 400 Bellevue Parkway, Wilmington, DE 19888 (the "Transfer
Agent"), will serve as the transfer and dividend disbursing agent for the Fund.
The Transfer Agent provides customary transfer agency services to the Fund,
including the handling of shareholder communications, the processing of
shareholder transactions, the maintenance of shareholder account records,
payment of dividends and distributions and related functions. For these
services, the Transfer Agent receives an annual fee per shareholder account of
Ten Dollars ($10.00), a new account set-up fee for each manually established
account of Five Dollars ($5.00) and a monthly inactive zero balance account fee
per shareholder account of Thirty Cents ($0.30). The Transfer Agent is also
reimbursed for its out-of-pocket expenses, including but not limited to postage,
stationery, printing, allocable communication expenses and other costs.
Shareholder inquiries relating to a shareholder account should be directed to
the Transfer Agent at PFPC Inc., Attention: Pax World Growth Fund, Inc., P.O.
Box 8950, Wilmington, DE 19899.

Holderbaum, Huber & Associates, 200 Sheffield Street, Mountainside, NJ
07092 serves as the Fund's independent accountants, and in that capacity audits
the Fund's annual reports.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Adviser and Sub-Adviser are responsible for decisions to buy and sell
securities and options on securities for the Fund, the selection of brokers and
dealers to effect the transactions and the negotiation of brokerage commissions,
if any. Broker-dealers may receive negotiated brokerage commissions on Fund
portfolio transactions, including options and the purchase and sale of
underlying securities upon the exercise of options. Orders may be directed to
any broker including, to the extent and in the manner permitted by applicable
law, the Sub-Adviser and its affiliates.

Equity securities traded in the over-the-counter market and bonds,
including convertible bonds, are generally traded on a "net" basis with dealers
acting as principal for their own accounts without a stated commission, although
the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation payable to the underwriter, generally referred to as
the underwriter's concession or discount. On occasion, certain money market
instruments and U.S. Government agency securities may be purchased directly from
the issuer, in which case no commissions or discounts are paid.

In placing orders for portfolio securities of the Fund, the Fund is
required to give primary consideration to obtaining the most favorable price and
efficient execution. Within the framework of this policy, the Fund will consider
the research and investment services provided by brokers and dealers who effect
or are parties to portfolio transactions of the Fund. Such research and
investment services are those which brokerage houses customarily provide to
institutional investors and include statistical and economic data and research
reports on particular companies and industries. Such services are used by the
Fund in its investment activities. Commission rates are established pursuant to
negotiations with the broker or dealer based on the quality and quantity of
execution services provided by the broker in the light of generally prevailing
rates. The Fund's policy is to pay higher commissions to brokers, other than the
Sub-Adviser, for particular transactions than might be charged if a different
broker had been selected, on occasions when, in the Fund's opinion, this policy
furthers the objective of obtaining best price and execution. In addition, the
Fund is authorized to pay higher commissions on brokerage transactions for the
Fund to brokers other than the Sub-Adviser (or any affiliate) in order to secure
research and investment services described

-16-
<PAGE> 49
above, subject to review by the Fund's Board of Directors from time to time as
to the extent and continuation of this practice. The allocation or orders among
brokers and the commission rates paid are reviewed periodically by the Fund's
Board of Directors.

Subject to the above considerations, the Sub-Adviser (or any affiliate)
may act as a securities broker for the Fund. In order for the Sub-Adviser (or
any affiliate) to effect any portfolio transactions for the Fund, the
commissions, fees or other remuneration received by the Sub-Adviser (or any
affiliate) must be reasonable and fair compared to the commissions, fees or
other remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on an exchange
during a comparable period of time. This standard would allow the Sub-Adviser
(or any affiliate) to receive no more than the remuneration which would be
expected to be received by an unaffiliated broker in a commensurate arm's-length
transaction. Furthermore, the Board of Directors of the Fund, including a
majority of the Directors who are not "interested" persons, has adopted
procedures which are reasonably designed to provide that any commissions, fees
or other remuneration paid to the Sub-Adviser (or any affiliate) are consistent
with the foregoing standard. In accordance with Section 11(a) of the Securities
Exchange Act of 1934, the Sub-Adviser may not retain compensation for effecting
transactions on a national securities exchange for the Fund unless the Fund has
expressly authorized the retention of such compensation. The Sub-Adviser must
furnish to the Fund at least annually a statement setting forth the total amount
of all compensation retained by the Sub-Adviser from transactions effected for
the Fund during the applicable period. Brokerage with the Sub-Adviser is also
subject to such fiduciary standards as may be imposed by applicable law.

PURCHASE, REDEMPTION AND EXCHANGE
OF FUND SHARES

PURCHASE OF SHARES

In General

Shares of the Fund are offered for sale by the Fund on a continuous basis
at the NAV next determined following receipt of an order by the Transfer Agent,
plus an initial sales charge. In some cases, however, purchases are not subject
to an initial sales charge, and the offering price is the NAV. See "Waiver of
Sales Charges" below.

If a stock certificate is desired, it must be requested in writing for
each transaction. Certificates are issued only for full shares. There is no
charge to the investor for issuance of a certificate.

The Fund reserves the right to reject any purchase order (including an
exchange) or to suspend or modify the continuous offering of its shares.

Waiver of Sales Charges

No initial sales charges are imposed on shares of the Fund purchased for a
period of six months from the date of this prospectus or upon the exchange

-17-
<PAGE> 50
of shares of the Pax World Fund or the reinvestment of dividends and
distributions. In addition, shares of the Fund may be purchased at NAV, without
payment of an initial sales charge, (a) for a period of one year from the date
of this Prospectus by any investor who owns as of the date of this Prospectus or
has owned at any time during the four year period immediately preceding the date
of this Prospectus shares of the Pax World Fund, and (b) by (i) any investor
provided that the amount invested by such investor in the Fund or other Pax
World Mutual Funds totals at least $1,000,000.00; (ii) any pension,
profit-sharing or other employee benefit plans qualified under Section 401 of
the Internal Revenue Code and deferred compensation and annuity plans under
Sections 457 or 403(b)(7) of the Internal Revenue Code ("Benefit Plans"); (iii)
trustees, officers, directors, employees (including retirees) and sales
representatives of the Fund, the Adviser, the Sub-Adviser or certain affiliated
companies, for themselves, their spouses and their dependent children; and (iv)
registered representatives and employees of broker-dealers having selling group
agreements with the Fund, for themselves, their spouses and their dependent
children.

Prospective investors must notify the Transfer Agent that they are
entitled to the reduction or waiver of the sales charge. The reduction or waiver
will be granted subject to confirmation of your entitlement.

SALE OF SHARES

In General

Shares of the Fund can be redeemed at any time for cash at the NAV per
share next determined after the redemption request is received in proper form by
the Transfer Agent. See "How the Fund Values its Shares" in the Prospectus; and
"Net Asset Value" at page 19.

Involuntary Redemption

In order to reduce expenses of the Fund, the Board of Directors may redeem
all of the shares of any shareholder, other than a shareholder which is an IRA
or other tax-deferred retirement plan, whose account has a net asset value of
less than $500.00 due to a redemption. The Fund will give any such shareholder
60 days' prior written notice in which to purchase sufficient additional shares
to avoid such redemption. No contingent deferred sales charge will be imposed on
any involuntary redemption.

90-Day Repurchase Privilege

If you redeem your shares and have not previously exercised the repurchase
privilege, you may reinvest any portion or all of the proceeds of such
redemption in shares of the Fund at the NAV next determined after the order is
received, which must be within 90 days after the date of redemption.

EXCHANGE OF SHARES

The Fund makes available to its shareholders the privilege of exchanging
their shares of the Fund for shares of the Pax World Fund, Inc., subject in each
case to the minimum investment requirements of such funds. Shares of such other
Pax World Mutual Funds may also be exchanged for shares of the Fund. All
exchanges are made on the basis of relative net asset value next determined
after receipt of an order in proper form. An exchange will be treated as a
redemption and purchase for tax purposes. Shares may be exchanged for shares of
another fund only if shares of such fund may legally

-18-
<PAGE> 51
be sold under applicable state laws. It is contemplated that this Exchange
Privilege will be applicable to any new Pax World Mutual Funds.

Additional details about the Exchange Privilege and prospectuses for each
of the Pax World Mutual Funds are available from the Fund or the Fund's Transfer
Agent. The Exchange Privilege may be modified, terminated or suspended on sixty
(60) days' notice.

NET ASSET VALUE

Under the Investment Company Act, the Board of Directors is responsible
for determining in good faith the fair value of securities of the Fund. In
accordance with procedures adopted by the Board of Directors, the value of
investments listed on a securities exchange and NASDAQ National Market System
securities (other than options on stock and stock indices) are valued at the
last sales price on the day of valuation, or, if there was no sale on such day,
the mean between the last bid and asked prices on such day, as provided by a
pricing service. Corporate bonds (other than convertible debt securities) and
U.S. Government securities that are actively traded in the over-the-counter
market, including listed securities for which the primary market is believed to
be over-the-counter, are valued on the basis of valuations provided by a pricing
service which uses information with respect to transactions in bonds, quotations
from bond dealers, agency ratings, market transactions in comparable securities
and various relationships between securities in determining value. Convertible
debt securities that are actively traded in the over-the-counter market,
including listed securities for which the primary market is believed to be
over-the-counter, are valued at the mean between the last reported bid and asked
prices provided by principal market makers or independent pricing agents.
Options traded on an exchange are valued at the mean between the most recently
quoted bid and asked prices on the respective exchange. Should an extraordinary
event, which is likely to affect the value of the security, occur after the
close of an exchange on which a portfolio security is traded, such security will
be valued at fair value considering factors determined in good faith by the
investment adviser under procedures established by and under the general
supervision of the Fund's Board of Directors.

Securities or other assets for which market quotations are not readily
available are valued at their fair value as determined in good faith by the
Board of Directors. Short-term debt securities are valued at cost, with interest
accrued or discount amortized to the date of maturity, if their original
maturity was sixty (60) days or less, unless this is determined by the Board of
Directors not to represent fair value. Short-term securities with remaining
maturities of sixty (60) days or more, for which market quotations are readily
available, are valued at their current market quotations as supplied by an
independent pricing agent or principal market maker. The Fund will compute its
net asset value at 4:15 P.M., New York time, on each day the New York Stock
Exchange is open for trading except on days on which no orders to purchase, sell
or redeem Fund shares have been received or days on which changes in the value
of the Fund's portfolio securities do not affect net asset value. In the event
the New York Stock Exchange closes early on any business day, the net asset
value of the Fund's shares shall be determined at a time between such closing
and 4:15 P.M., New York time.

PERFORMANCE INFORMATION

Average Annual Total Return.

The Fund may from time to time advertise its average annual total return.
See "How the Fund Calculates Performance" in the Prospectus.

-19-
<PAGE> 52
Average annual total return is computed according to the following
formula:

P (1+T)(n) = ERV

Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10
year periods at the end of the 1, 5 or 10 year
periods (or fractional portion thereof).

Average annual total return takes into account any applicable initial or
deferred sales charges but does not take into account any federal or state
income taxes that may be payable upon redemption.

Yield.

The Fund may also advertise its yield. See "How the Fund Calculates
Performance" in the Prospectus.

Yield is computed according to the following formula:

a - b
2[--------------- + 1)(6) - 1]
cd

Where: a = Dividends and interest earned during the period
b = Expenses accrued for the period (net of
reimbursements)
c = The average daily number of shares outstanding during
the period that were entitled to receive dividends
d = The maximum offering price per share on the last day
of the period.

Yield does not take into account any federal or state income taxes that
may be payable upon redemption or any applicable initial or contingent deferred
sales charges.

TAXES

The Fund intends to elect to qualify and remain qualified as a regulated
investment company under the Internal Revenue Code. This relieves the Fund (but
not its shareholders) from paying federal income tax on income which is
distributed to shareholders and permits net long-term capital gains of the Fund
(i.e., the excess of net long-term capital gains over net short-term capital
losses) to be treated as long-term capital gains of the shareholders, regardless
of how long shareholders have held their shares in the Fund.

Qualification as a regulated investment company requires, among other
things, that (a) at least ninety percent (90%) of the Fund's annual gross income
(without reduction for losses from the sale or other disposition of securities)
be derived from interest, dividends, and gains from the sale or other
disposition of securities or options thereon or foreign currencies, or other
income (including but not limited to gains from options, futures or forward
contracts) derived with respect to its business of investing in such securities
or currencies; (b) the Fund derive less than thirty percent (30%) of its gross
income from gains (without reduction for losses) from the sale or

-20-
<PAGE> 53
other disposition of securities, options thereon, forward contracts and foreign
currencies held for less than three (3) months (except for foreign currencies
directly related to the Fund's business of investing in foreign securities) (the
short-short rule); (c) the Fund diversify its holdings so that, at the end of
each quarter of the taxable year (i) at least fifty percent (50%) of the market
value of the Fund's assets is represented by cash, U.S. Government securities
and other securities limited in respect of any one issuer to an amount not
greater than five percent (5%) of the market value of the Fund's assets and ten
percent (10%) of the outstanding voting securities of such issuer, and (ii) not
more than twenty-five percent (25%) of the value of its assets is invested in
the securities of any one issuer (other than U.S. Government securities); and
(d) the Fund distribute to its shareholders at least ninety percent (90%) of its
net investment income (including short-term capital gains) other than long-term
capital gains in each year.

Gains or losses on sales of securities by the Fund will be treated as
long-term capital gains or losses if the securities have been held by it for
more than one year except in certain cases where the Fund acquires a put or
writes a call thereon or makes a short sale against-the-box. Other gains or
losses on the sale of securities will be short-term capital gains or losses.
Gains and losses on the sale, lapse or other termination of options on
securities will generally be treated as gains and losses from the sale of
securities (assuming they do not qualify as Section 1256 contracts). If an
option written by the Fund on securities lapses or is terminated through a
closing transaction, such as a repurchase by the Fund of the option from its
holder, the Fund will generally realize short-term capital gain or loss. If
securities are sold by the Fund pursuant to the exercise of a call option
written by it, the Fund will include the premium received in the sale proceeds
of the securities delivered in determining the amount of gain or loss on the
sale. Certain of the Fund's transactions may be subject to wash sale, short
sale, conversion transaction and straddle provisions of the Internal Revenue
Code. In addition, debt securities acquired by the Fund may be subject to
original issue discount and market discount rules.

Gain or loss on the sale, lapse or other termination of options on stock
will be capital gain or loss and will be long-term or short-term depending upon
the holding period of the option. In addition, positions which are part of a
straddle will be subject to certain wash sale and short sale provisions of the
Internal Revenue Code. In the case of a straddle, the Fund may be required to
defer the recognition of losses on positions it holds to the extent of any
unrecognized gain on offsetting positions held by the Fund. The conversion
transaction rules may apply to certain transactions to treat all or a portion of
the gain thereon as ordinary income rather than as capital gain.

The Fund is required to distribute ninety-eight percent (98%) of its
ordinary income in the same calendar year in which it is earned. The Fund is
also required to distribute during the calendar year ninety-eight percent (98%)
of the capital gain net income it earned during the twelve (12) months ending on
October 31 of such calendar year, as well as all undistributed ordinary income
and undistributed capital gain net income from the prior year or the
twelve-month period ending on October 31 of such prior year, respectively. To
the extent it does not meet these distribution requirements, the Fund will be
subject to a nondeductible four percent (4%) excise tax on the undistributed
amount. For purposes of this excise tax, income on which the Fund pays income
tax is treated as distributed.

Any dividends paid shortly after a purchase by an investor may have the
effect of reducing the per share net asset value of the investor's shares by the
per share amount of the dividends. Furthermore, such dividends, although in
effect a return of capital, are subject to federal income taxes. Therefore,
prior to purchasing shares of the Fund, the investor should

-21-
<PAGE> 54
carefully consider the impact of dividends, including capital gains
distributions, which are expected to be or have been announced.

The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund.

SHAREHOLDER SERVICES

The Fund makes available to its shareholders the following privileges and
plans:

Automatic Reinvestment of Dividends and/or
Distributions Without a Sales Charge

For the convenience of investors, all dividends and distributions, if any,
will be automatically reinvested in additional full and fractional shares of the
Fund. An investor may direct the Transfer Agent in writing not less than five
(5) full business days prior to the record date to have subsequent dividends or
distributions sent in cash rather than reinvested. Any shareholder who receives
a cash payment representing a dividend or distribution may reinvest such
dividend or distribution at net asset value by returning the check or the
proceeds to the Transfer Agent within thirty (30) days after the payment date.
Such investment will be made at the net asset value per share next determined
after receipt of the check or proceeds by the Transfer Agent. Such shareholder
will receive credit for any contingent deferred sales charge paid in connection
with the amount of proceeds being reinvested.

Automatic Monthly Investment Plan

Under the Fund's Automatic Monthly Investment Plan, an investor may
arrange to have a fixed amount automatically invested in shares of the Fund
monthly by authorizing his or her bank account to be debited to invest specified
dollar amounts in shares of the Fund. The investor's bank must be a member of
the Automatic Clearing House System. Stock certificates are not issued to
Automatic Monthly Investment Plan participants.

Further information about this plan and an application form can be
obtained from the Fund or the Transfer Agent.

Tax-Deferred Retirement Plans

Various qualified retirement plans, including 401(k) plans, self-directed
individual retirement accounts and "tax-deferred accounts" under Section
403(b)(7) of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code") are available through the Transfer Agent. These plans are for use
by both self-employed individuals and corporate employers. These plans permit
either self-direction of accounts by participants, or a pooled account
arrangement. Information regarding the establishment of these plans, and the
administration, custodial fees and other details are available from the Transfer
Agent.

Investors who are considering the adoption of such a plan should consult
with their own legal counsel or tax adviser the establishment and maintenance of
any such plan.

-22-
<PAGE> 55
Tax-Deferred Retirement Accounts

An individual retirement account (IRA) permits the deferral of federal
income tax on income earned in the account until the earnings are withdrawn. The
following chart represents a comparison of the earnings in a personal savings
account with those in an IRA, assuming a $2,000 annual contribution, an eight
percent (8%) rate of return and a thirty-nine and six-tenths of one percent
(39.6%) federal income tax bracket and shows how much more retirement income can
accumulate within an IRA as opposed to a taxable individual savings account.

TAX-DEFERRED COMPOUNDING(1)

<TABLE>
<CAPTION>
Contributions Personal
Made Over: Savings IRA
----------------------------------------- -------- --------
<S> <C> <C>
10 years $ 26,165 $ 31,291
15 years 44,676 58,649
20 years 68,109 98,846
25 years 97,780 157,909
30 years 135,346 244,692
</TABLE>

Systematic Withdrawal Plan

A systematic withdrawal plan is available to shareholders through the
Transfer Agent. Such withdrawal plan provides for monthly or quarterly checks in
any amount, except as provided below, up to the value of the shares in the
shareholder's account.

In the case of shares held through the Transfer Agent (i) a $10,000.00
minimum account value applies, (ii) withdrawals may not be for less than $100.00
and (iii) the shareholder must elect to have all dividends and/or distributions
automatically reinvested in additional full and fractional shares at net asset
value on shares held under this plan.

The Transfer Agent acts as agent for the shareholder in redeeming
sufficient full and fractional shares to provide the amount of the periodic
withdrawal payment. The systematic withdrawal plan may be terminated at any
time, and the Fund reserves the right to initiate a fee of up to Five Dollars
($5.00) per withdrawal, upon thirty (30) days' written notice to the
shareholder. Withdrawal payments should not be considered as dividends, yield or
income. If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

Furthermore, each withdrawal constitutes a redemption of shares, and any
gain or loss realized must be recognized for federal income tax purposes.
Each shareholder should consult his or her own tax adviser with regard to the
tax consequences of the plan, particularly if used in connection with a
retirement plan.

- ----------

(1) This chart is for illustrative purposes only and does not represent the
performance of the Fund or any specific investment. It shows taxable
versus tax-deferred compounding for the periods and on the terms
indicated. Earnings in the IRA account will be subject to tax when
withdrawn from the account.

-23-
<PAGE> 56
Reports to Shareholders

The Fund will send annual and semi-annual reports. The financial
statements appearing in annual reports are audited by independent accountants.
In order to reduce duplicate mailing and printing expenses, the Fund will
provide one annual and semi-annual shareholder report and annual prospectus per
household. You may request additional copies of such reports by calling
800-372-7827 (toll-free) or by writing to the Fund at PFPC, Inc., Attention: Pax
World Growth Fund, Inc., P.O. Box 8950, Wilmington, DE 19899. In addition,
monthly unaudited financial data are available upon request from the Fund.

Shareholder Inquiries

Inquiries should be addressed to the Fund at PFPC, Inc., Attention: Pax
World Growth Fund, Inc., P.O. Box 8950, Wilmington, DE 19899, or by telephone,
at 800-372-7827 (toll-free) or, from outside the U.S.A. at 603-431-8022
(collect).

-24-
<PAGE> 57
INDEPENDENT AUDITORS' REPORT

The Shareholder and Board of Directors of
Pax World Growth Fund, Inc.

We have audited the accompanying statement of assets and liabilities of
Pax World Growth Fund, Inc. as of _______________, 1997. This financial
statement is the responsibility of the Fund's management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Pax World Growth Fund, Inc.
as of _______________, 1997, in conformity with generally accepted accounting
principles.

HOLDERBAUM, HUBER & ASSOCIATES

Mountainside, NJ
_______________, 1997

-25-
<PAGE> 58
PAX WORLD GROWTH FUND, INC.

Statement of Assets and Liabilities

_______________, 1997

<TABLE>
<S> <C>
ASSETS

Cash............................................................ $_______

Deferred organization costs (Note 1)............................ _______

Total assets.................................................... _______

LIABILITIES

Deferred organization costs payable (Note 1).................... $_______

Net Assets (Note 1)
Applicable to _____ shares of common stock...................... $_______

Calculation of Offering Price

Net asset value price per....................................... $_______

Maximum sales charge
(_____% of offering price)...................................... _______

Offering price to public........................................ $_______
</TABLE>

See Notes to Financial Statement.

-26-
<PAGE> 59
PAX WORLD GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENT

NOTE 1. Pax World Growth Fund, Inc. (the "Fund"), which was incorporated in
Delaware on March 12, 1997, is an open-end, diversified management
investment company. The Fund has had no significant operations other
than the issuance of shares of common stock for $_______________ on
_______________, 1997, to Pax World Management Corp. There are
25,000,000 shares of $1.00 par value common stock authorized.

Costs incurred and expected to be incurred in connection with the
organization and initial registration of the Fund will be paid
initially by Pax World Management Corp. and will be repaid to Pax
World Management Corp. upon commencement of investment operations.
These costs will be deferred and amortized over the period of
benefit not to exceed 60 months from the date the Fund commences
investment operations. If any of the initial shares of the Fund are
redeemed by any holder thereof during the period of amortization of
organization expenses, the redemption proceeds will be reduced by
the pro-rata amount of unamortized organization expenses based on
the number of initial shares being redeemed to the number of the
initial shares outstanding.

NOTE 2. Pursuant to an Advisory Agreement between the Fund and Pax World
Management Corp. (the "Adviser"), the Adviser furnishes investment
advisory services in connection with the management of the Fund.
Under the Advisory Agreement, the "Adviser", subject to the
supervision of the Board of Directors of the Fund is responsible for
managing the assets of the Fund in accordance with its investment
objectives, investment program and policies. The Adviser determines
what securities and other instruments are purchased and sold for the
Fund and is responsible for obtaining and evaluating financial data
relevant to the Fund. In the event that the average net assets of
the Fund are less than $5,000,000.00, the Adviser will be
compensated by the Fund for its services at an annual rate of
$25,000.00; in the event that average net assets of the Fund are
equal to or in excess of $5,000,000.00, the Adviser will be
compensated by the Fund for its services at an annual rate of one
percent (1%) of average net assets up to and including
$25,000,000.00 and three-quarters of one percent (.75%) of average
net assets in excess of $25,000,000.00.

The Adviser has, however, agreed to supply and pay for such services
as are deemed by the Board of Directors of the Fund to be necessary
or desirable and proper for the continuous operations of the Fund
(excluding all taxes and charges of governmental agencies and
brokerage commissions incurred in connection with portfolio
transactions) which are in excess of one and one-half percent (1.5%)
of the average net asset value of the Fund per annum. Such expenses
include (i) management, distribution and sub-advisory fees; (ii) the
fees of Unaffiliated Directors; (iii) the fees of the Fund's
Custodian and Transfer Agent; (iv) the fees of the Fund's legal
counsel and independent accountants; (v) brokerage commissions
incurred in connection with portfolio transactions; (vi) all taxes
and charges of governmental agencies; (vii) the reimbursement of
organization expenses; and (viii) expenses related to shareholder
communications including all expenses of shareholders' and Board of
Directors' meetings and of preparing,

-27-
<PAGE> 60
printing and mailing reports, proxy statements and prospectuses to
shareholders.

Pursuant to the terms of a Sub-Advisory Agreement between the
Adviser and H. G. Wellington Capital Management, a division of H. G.
Wellington & Co., Inc., 14 Wall Street, New York, NY 10005 (the
"Sub-Adviser"), the Sub-Adviser furnishes investment advisory
services in connection with the management of the Fund, determines
what securities and other instruments are purchased and sold for the
Fund and is responsible for obtaining and evaluating financial data
relevant to the Fund. In the event that the average net assets of
the Fund are less than $5,000,000.00, the Sub-Adviser will be
compensated by the Adviser for its services at an annual rate of
$25,000.00; in the event that average net assets of the Fund are
equal to or in excess of $5,000,000.00, the Sub-Adviser will be
compensated by the Adviser for its services at an annual rate of
one-third of one percent (.33%) of average net assets up to and
including $25,000,000.00 and one-quarter of one percent (.25%) of
average net assets in excess of $25,000,000.00, but in no event to
exceed the annual sum of Two Hundred and Fifty Thousand Dollars
($250,000.00) net of expenses.

Pursuant to a plan of distribution (the "Plan") adopted by the Fund
under Rule 12b-1 of the Investment Company Act of 1940, the Fund
incurs the expenses of distributing the Fund's shares. These
expenses include commissions and account servicing fees paid to, or
on account of, broker-dealers or certain financial institutions
which have entered into agreements with the Fund, advertising
expenses, the cost of printing and mailing prospectuses to potential
investors and indirect and overhead costs associated with the sale
of Fund shares, including lease, utility, communications and sales
promotion expenses.

-28-
<PAGE> 61
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

(i) Financial Statements included in the Prospectus
constituting Parts A and B of this Registration
Statement:

None.

(b) Exhibits:

1. Articles of Incorporation.**

2. By-Laws.**

3. Not Applicable.

4. Instruments defining rights of shareholders.**

5. Form of Advisory Agreement between the Registrant and Pax
World Management Corp.**

Form of Sub-Advisory Agreement between Pax World Management
Corp. and H. G. Wellington & Co., Inc.**

6. Not Applicable.

7. Not Applicable.

8. Form of Custodian Contract between the Registrant and State
Street Bank and Trust Company.*

9. Form of Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc.*

10. Opinion of Broudy & Jacobson.*

11. Consent of Independent Accountants.*

12. Not Applicable.

13. Form of Purchase Agreement.*

14. Not Applicable.

15. Form of Distribution and Service Plan.*

16. Schedule of Computation of Performance Quotations.*

17. Copies of Powers of Attorney for Directors.*

- ----------
* To be filed by Amendment.
** Filed herewith.
<PAGE> 62
Item 25. Persons Controlled by or under Common Control with Registrant.

None.

Item 26. Number of Holders of Securities.

Not Applicable.

Item 27. Indemnification.

As permitted by Section 17(h) and (i) of the Investment Company Act of
1940 (the "1940 Act") and pursuant to Section 8.04 of the Fund's By-Laws
(Exhibit 2 to the Registration Statement), officers, directors, employees and
agents of the Registrant will not be liable to the Registrant, any shareholder,
officer, director, employee, agent or other person for any action or failure to
act, except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of directors who acted in good faith and reasonably believed
that the conduct was in the best interests of the Registrant.

The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.

Section 8 of the Advisory Agreement (Exhibit 5 to the Registration
Statement) and Section 7 of the Sub-Advisory Agreement (Exhibit 5 to the
Registration Statement) limit the liability of the Adviser and the Sub-Adviser,
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their obligations and duties under the Advisory and
Sub-Advisory Agreement.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws in a manner consistent with Release No. 11330 of the
Securities and Exchange Commission under the 1940 Act so long as the
interpretation of Section 17(h) and 17(i) of such Act remain in effect and are
consistently applied.

Under Section 17(h) of the 1940 Act, it is the position of the staff of
the Securities and Exchange Commission that if there is neither a court
determination on the merits that the defendant is not liable nor a court
determination that the defendant was not guilty of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of one's office, no indemnification will be permitted unless an
independent legal counsel (not including a counsel who does work for either the
Registrant, its investment adviser, its principal underwriter or persons
affiliated with these persons) determines, based upon a review of the facts,
that the person in question was not guilty of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

-2-
<PAGE> 63
Under its Articles of Incorporation, the Registrant may advance funds to
provide for indemnification. Pursuant to the Securities and Exchange Commission
staff's position on Section 17(h) advances will be limited in the following
respect:

(i) Any advances must be limited to amounts used, or to be used,
for the preparation and/or presentation of a defense to the
action (including cost connected with preparation of a
settlement);

(ii) Any advances must be accompanied by a written promise by, or
on behalf of, the recipient to repay that amount of the
advance which exceeds the amount to which it is ultimately
determined that he is entitled to receive from the Registrant
by reason of indemnification;

(iii) Such promise must be secured by a surety bond or other
suitable insurance; and

(iv) Such surety bond or other insurance must be paid for by the
recipient of such advance.

Item 28. Business and Other Connections of the Investment Adviser.

See "Fund Highlights -- Who Advises the Fund?" and "Adviser; Sub-Adviser"
in the Prospectus constituting Part A of this Registration Statement and
"Adviser; Sub-Adviser" in the Statement of Additional Information constituting
Part B of this Registration Statement.

The business and other connections of the Adviser's directors and
executive officers are as set forth below. Except as otherwise indicated, the
address of each person is 222 State Street, Portsmouth, NH 03801.

Name Position(s) Held Principal Occupation(s)
- ---- with the Adviser -----------------------
----------------
Katherine Shadek Senior Vice Senior Vice President, Pax
Boyle President; World Management Corp.
Director

Anthony S. Brown Executive Vice Executive Vice President and
Treasurer Treasurer, Pax World
Management Corp.; Executive
Vice President, Treasurer and
Portfolio Manager, Pax World
Fund Incorporated

Thomas W. Grant President; President, Pax World
Director Management Corp.; Vice
Chairman of the Board, Pax
World Fund, Incorporated;
President, Pax World Growth
Fund, Inc.; President, H. G.
Wellington & Co., Inc.

-3-
<PAGE> 64
James M. Shadek Senior Vice Senior Vice President for
President for Social Research, Pax World
Social Research; Management Corp.; Treasurer,
Director Pax World Growth Fund, Inc.

Laurence A. Shadek Chairman of the Chairman of the Board, Pax
Board; Director World Management Corp.;
Chairman of the Board, Pax
World Fund, Incorporated;
Chairman of the Board, Pax
World Growth Fund, Inc.;
Executive Vice President,
H. G. Wellington & Co., Inc.

Thomas F. Shadek Senior Vice Senior Vice President -
President - Marketing, Pax World
Marketing; Management Corp.
Director

Luther E. Tyson Executive Vice Executive Vice President, Pax
President World Management Corp.;
President, Pax World Fund,
Incorporated

Item 29. Principal Underwriters

Not Applicable.

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of (i) State Street Bank and Trust Company, 225 Franklin Street, Boston
MA 02110, (ii) Pax World Management Corp., 222 State Street, Portsmouth, NH
03801, (iii) the Registrant, 224 State Street, Portsmouth, NH 03801, and (iv)
PFPC, Inc., 400 Bellevue Parkway, Wilmington, DE 19809.

Item 31. Management Services

Other than as set forth under the captions "Fund Highlights--Who Manages
the Fund?" and "Management of the Fund" in the Prospectus and the captions
"Management of the Fund" in the Statement of Additional Information,
constituting Parts A and B, respectively, of this Registration Statement, the
Registrant is not a party to any management-related service contract.

Item 32. Undertakings

Registrant makes the following undertaking:

To file a post-effective amendment, using financial statements which may
not be certified, within four (4) to six (6) months from the effective date of
this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this

-4-
<PAGE> 65
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York, on the 12th day
of March, 1997.

PAX WORLD GROWTH FUND, INC.

By:/s/ Thomas W. Grant
Thomas W. Grant
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Laurence A. Shadek Chairman of the Board, 3/12/97
Laurence A. Shadek Director

/s/ Thomas W. Grant President, Director 3/12/97
Thomas W. Grant

/s/ James M. Shadek Treasurer 3/12/97
James M. Shadek

/s/ Carl H. Doerge, Jr. Director 3/12/97
Carl H. Doerge, Jr.

/s/ John L. Kidde Director 3/12/97
John L. Kidde

/s/ Joy L. Liechty Director 3/12/97
Joy L. Liechty

/s/ Nancy S. Taylor Director 3/12/97
Nancy S. Taylor
</TABLE>

-5-
<PAGE> 66
PAX WORLD GROWTH FUND, INC.

Exhibit Index

Description

1. Articles of Incorporation.

2. By-Laws.

4. Instruments defining rights of shareholders.

5(a). Form of Advisory Agreement between the Registrant
and Pax World Management Corp.

5(b). Form of Sub-Advisory Agreement between Pax World
Management Corp. and H.G. Wellington Capital
Management, a division of H.G. Wellington & Co.,
Inc.

<PAGE> 1
Exhibit 1
---------

CERTIFICATE OF INCORPORATION

PAX WORLD GROWTH FUND, INC.

The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The name of the corporation (which is hereinafter referred to
as the "Corporation") is

PAX WORLD GROWTH FUND, INC.

SECOND: The registered office of the Corporation is to be located at
9 East Loockerman Street, City of Dover, County of Kent, State of Delaware
19901. The name of its registered agent at that address is National Corporate
Research, Ltd.

THIRD: The purpose of the Corporation is to subscribe for, invest
in, purchase or otherwise acquire, to own, hold, sell, exchange, pledge or
otherwise dispose of, securities of every nature and kind, more particularly the
securities of companies and entities engaged in the furnishing of services or
production or distribution of products essentially of a non-military nature,
including without limitation, stocks, options, indices, bonds, debentures, or
obligations or evidences of indebtedness or ownership issued or created by
associations, trusts or corporations, public or private, whether created,
established or organized under the laws of the United States, any of the States,
or any territory or district or colony or possession thereof, or under the laws
of any foreign country, and also foreign and domestic government and municipal
obligations, currencies, bank acceptances, commercial paper and secured call
loans; to pay for the same in cash or by the issue of stock, bonds or notes of
the Corporation or otherwise; and while owning and holding any such securities,
to exercise all the rights, powers and privileges of a stockholder or owner,
including the right to transfer and convey the said stock or other securities to
one or more persons, firms, associations or corporations subject to voting
trusts or other agreements placing in such persons voting or other powers in
respect of said stocks or other securities; to borrow money or otherwise obtain
credit and to secure the same by mortgaging, pledging or otherwise subjecting as
security the assets of the Corporation; and to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware. In these provisions, purposes shall also be construed as
powers, and
<PAGE> 2
powers shall also be construed as purposes, and the enumeration of specific
purposes or powers shall not be construed to limit other statements of purposes
or powers which the Corporation may otherwise have under applicable law, all of
the same being separate and cumulative, and all of the same may be carried on,
promoted and pursued, transacted or exercised in any place whatsoever.

FOURTH: (1) The total number of shares of stock which the
Corporation shall have authority to issue is seventy-five million (75,000,000)
shares of Common Stock, par value $1.00 per share.

(2) The holders of shares of Common Stock shall be entitled to
receive, to the extent permitted by law, such dividends as may be declared from
time to time by the Board of Directors of the Corporation and shall participate
in any and all dividend distributions on an equal per share basis. Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation or any reduction of the capital stock of the Corporation resulting
in the distribution of any of its assets to its stockholders, the holders of
shares of Common Stock shall be entitled to receive the net assets of the
Corporation, after the Corporation shall have satisfied or made provision for
its debts and obligations, and shall participate in any and all such
distributions on an equal per share basis.

(3) The holders of shares of Common Stock shall have the exclusive
right to vote for (or to consent with respect to) the election of directors and,
except as otherwise may be required by law, on all other matters requiring
action by the stockholders or submitted to the stockholders for action. Each
holder of a share of the Common Stock shall be entitled to one vote for each
share of the Common Stock standing in his name on the books of the Corporation.

FIFTH: Election of directors need not be by ballot, unless the
by-laws of the Corporation shall so provide. In furtherance and not in
limitation of the powers conferred by the laws of the State of Delaware, the
Board of Directors is expressly authorized and empowered, without the assent or
vote of the stockholders, to make, alter, amend and repeal the by-laws of the
Corporation, in any manner not inconsistent with the laws of the State of
Delaware or the Certificate of Incorporation of the Corporation.

SIXTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the

-2-
<PAGE> 3
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.

SEVENTH: Except as otherwise provided by statute, any action which
might have been taken by a vote of the stockholders at a meeting thereof may be
taken with the written consent of such of the holders of stock who would have
been entitled to vote upon the action if a meeting were held as have not less
than the minimum percentage of the total vote required for the proposed
corporate action by statute, this Certificate of Incorporation or the by-laws of
the Corporation, as may be applicable, but in the case of the election of a
director or directors, not less than a majority of the stock of the Corporation
entitled to vote thereon; provided that prompt notice shall be given to all
stockholders of the taking of such corporate action without a meeting if less
than unanimous consent is obtained.

EIGHTH: The following additional provisions not inconsistent with
law are hereby established for the management, conduct and regulation of the
business and affairs of the Corporation, and for creating, limiting, defining,
and regulating the powers of the Corporation and of its directors and
stockholders:

The Board of Directors may, at any time and from time to
time, contract for management services with PAX WORLD MANAGEMENT
CORP., a Delaware corporation, or with such other association,
corporation or firm as the Board of Directors may deem desirable,
every such contract to comply with such requirements and
restrictions as may be set forth in the By-Laws of the Corporation
as from time to time amended; and any such contract may contain such
other terms

-3-
<PAGE> 4
interpretative of or in addition to said requirements and
restrictions as the Board of Directors may determine. The Board of
Directors may also, at any time and from time to time, contract with
PAX WORLD MANAGEMENT CORP., or with any other corporation, firm or
association, appointing it distributor for the capital stock of the
Corporation, every such contract to comply with such requirements
and restrictions as may be set forth in the By-Laws of the
Corporation as from time to time amended; and any such contract may
contain such other terms interpretative of or in addition to said
requirements and restrictions as the Board of Directors may
determine. The fact that any or all of the directors and officers of
the Corporation are also shareholders, directors or officers of PAX
WORLD MANAGEMENT CORP., or may be shareholders, trustees, directors
or officers of some other corporation, firm or association with
which such a management contract or distributor's contract may
hereafter be made, shall not affect the validity of any such
contract or disqualify any officer of director of the Corporation
from voting upon or executing the same or create any liability or
accountability based on adverse interest, except as may be provided
by law.

Assets of the Corporation may be held by or deposited with a
bank or trust company or other organization as custodian, pursuant
to such requirements as may be prescribed from time to time by the
By-Laws of the Corporation and by the Board of Directors pursuant to
said By-Laws.

Any authorized but unissued stock, as well as any treasury
stock, may be sold for cash or for securities from time to time, by
authority of the Board of Directors, without first being offered to
the existing stockholders, at a price to net the company not less
than its net asset value determined as hereinafter provided and not
less than its par value. Anything herein to the contrary
notwithstanding, any part of the shares from time to time authorized
may (subject to any votes of the stockholders determining the terms
and manner of disposition of any such

-4-
<PAGE> 5
additional shares) from time to time to be issued to and among the
stockholders by way of a stock dividend for such cash or property in
the possession of the Corporation as surplus as the Board of
Directors may determine, or may from time to time be issued and
disposed of through an offering to stockholders in proportion to
their holdings for cash at not less than the net asset value;
provided that no shares shall be so issued to stockholders for cash
in an amount less than the par value of such shares, and no shares
shall be issued as a stock dividend except to the extent of cash or
property in the possession of the Corporation as surplus not less in
value than the par value of the shares so to be issued.

The Board of Directors or any officer or officers or agent or
agents of the Corporation designated from time to time for this
purpose by the Board shall determine the value of all the assets of
the Corporation at the close of trading on the New York Stock
Exchange on any day upon which such Exchange is open for
unrestricted trading or at such other times as the Board of
Directors shall designate, and the value of such assets so
determined, less total liabilities of the Corporation (exclusive of
capital stock and surplus) divided by the number of shares
outstanding shall be the net asset value of a share until a new net
asset value is determined by the Board or such officers or agents.
In determinations of net asset value all securities for which market
quotations are available shall be appraised at last sale or bid
prices (as nearly as can conveniently be determined) and other
securities and assets at fair value as determined in good faith by
or under authority of the Board in accordance with accounting
principles generally accepted at the time. In determinations of net
asset value, treasury stock shall be treated as if it were unissued.
When net asset value is determined as of a time other than the close
of unrestricted trading on the New York Stock Exchange, the Board or
such officers or agents may, but need not, determine such net assets
value by adjusting the net asset value determined as of the
preceding close of such

-5-
<PAGE> 6
Exchange in such manner (based upon changes in the market prices of
selected securities or changes in market averages or on other
standard and readily ascertainable market data since such close) as
the Board or such officers or agents deem adequate to reflect a fair
approximate estimate of the probable change in net asset value which
has occurred since such close. In determining the net asset value
the Board or such officers or agents may include in liabilities such
reserves for taxes, estimated accrued expenses and contingencies in
accordance with accounting principles generally accepted at the time
as the Board or such officers or agent may in its or their best
judgment deem fair and reasonable under the circumstances.

The By-Laws of the Corporation, as from time to time amended,
may prescribe limitations upon the borrowing of money and pledging
of assets by the Corporation.

Any holder of shares of Common Stock, $1.00 par value, of the
Corporation may by presentation of a written request, together with
his certificates, if any, for such shares, duly endorsed, at the
office of the Corporation or at the principal office of a custodian
appointed by the Corporation, redeem his shares for the net asset
value thereof as provided in the By-Laws. Redemptions as aforesaid,
or voluntary purchases by the Corporation of its own stock, shall be
made as provided in the By-Laws, and in accordance with and subject
to the requirements of applicable laws and regulations.

The Corporation may issue, sell redeem, repurchase, and
otherwise deal in and with shares of its capital stock in fractional
denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of capital stock having
proportionately to the respective fractions represented thereby all
the rights of whole shares, including, without limitation, the right
to vote, the right to receive dividends and distributions, and the
right to participate upon liquidation of the Corporation; provided
that the issue

-6-
<PAGE> 7
of shares in fractional denominations shall be limited to such
transactions and be made upon such terms as may be fixed by or under
authority of the By-Laws or the Board of Directors.

PAX WORLD MANAGEMENT CORP. and any other association,
corporation, person, firm or other entity with which the Corporation
may have any such contract for management services or for the
distribution of its capital stock may perform management services
for or distribute the capital stock of any other person,
association, corporation, firm or other entity pursuant to any
contract or otherwise, and take any action or do any thing in
connection therewith or related thereto, and no such performance of
management services or distributions of capital stock or taking of
any such action or doing of any such thing shall be in any manner
restricted or otherwise affected by any aspect of any relationship
of PAX WORLD MANAGEMENT CORP., or any other association,
corporation, person, firm or other entity to or with the Corporation
or deemed to violate or give rise to any duty or obligation of such
corporation or any other association, corporation, person, firm or
other entity to the Corporation.

Meetings of stockholders may be held outside the State of
Delaware, if the By-Laws so provide. The books of the Corporation
may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the
By-Laws of the Corporation. Elections of directors need not be by
ballot unless the By-Laws of the Corporation shall so provide.
Whenever the vote of stockholders at a meeting thereof is required
or permitted to be taken for or in connection with any corporate
action (except for the sale, lease or exchange of all or
substantially all of the property and assets of the Corporation)
such vote and meeting may be dispensed with and such corporate
action may be taken with the written consent of the holders having
not less than such percentage of the total number of votes as would
have

-7-
<PAGE> 8
been required to authorize and approve such action had a meeting
been held and had all votes so entitled been cast at such meeting;
provided that in no case shall the written consent be by the holders
of stock having less than the minimum percentage of the total vote
required by a statute of Delaware or of the United States for the
proposed corporate action, and provided further that prompt notice
must be given to all stockholders of the taking of corporate action
without a meeting and by less than unanimous written consent.

NINTH: From time to time any of the provisions of this Certificate
of Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at that time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of said laws.

TENTH: The Corporation shall, to the full extent permitted by the
General Corporation Law of the State of Delaware, as amended from time to time,
indemnify all persons whom it has the power to indemnify pursuant thereto.

ELEVENTH: No director of the Corporation shall have personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director; provided, however, that the foregoing shall not
eliminate or limit the liability of any director (i) for any breach of such
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which such director
derived an improper personal benefit.

TWELFTH: The name and address of the incorporator is Frances J.N.
Mahoney, Suite 2400, 230 Park Avenue, New York, New York 10169.

IN WITNESS WHEREOF, I have signed this Certificate this 12th day of
March, 1997.

/s/ Frances J.N. Mahoney
Frances J.N. Mahoney
Sole Incorporator

-8-

<PAGE> 1
Exhibit 2
---------

BY-LAWS

PAX WORLD GROWTH FUND, INC.

A DELAWARE CORPORATION

As adopted on March 12, 1997
<PAGE> 2
TABLE OF CONTENTS

Page No.
--------

<TABLE>
<S> <C>
ARTICLE I - Offices .................................................... 1

SECTION 1.01. General ........................................... 1

ARTICLE II - Stockholders .............................................. 1

SECTION 2.01. Annual Meetings ................................... 1
SECTION 2.02. Special Meetings .................................. 1
SECTION 2.03. Notice of Meetings ................................ 1
SECTION 2.04. Quorum ............................................ 2
SECTION 2.05. Adjournment ....................................... 2
SECTION 2.06. Organization ...................................... 2
SECTION 2.07. Voting ............................................ 2
SECTION 2.08. Stockholders List ................................. 3
SECTION 2.09. Addresses of Stockholders ......................... 3
SECTION 2.10. Inspectors of Election ............................ 3
SECTION 2.11. Action by Consent ................................. 3

ARTICLE III - Board of Directors ....................................... 4

SECTION 3.01. General Powers .................................... 4
SECTION 3.02. Number, Qualification and
Term of Office .................................. 4
SECTION 3.03. Quorum and Manner of Action ....................... 4
SECTION 3.04. Place of Meeting, Etc ............................. 4
SECTION 3.05. Regular Meetings .................................. 4
SECTION 3.06. Special Meetings .................................. 5
SECTION 3.07. Action by Consent ................................. 5
SECTION 3.08. Organization ...................................... 5
SECTION 3.09. Resignations ...................................... 5
SECTION 3.10. Removal of Directors .............................. 5
SECTION 3.11. Vacancies ......................................... 6
SECTION 3.12. Compensation of Directors ......................... 6
SECTION 3.13. Committees ........................................ 6
SECTION 3.14. Contracts ......................................... 7
SECTION 3.15. Participation in Meetings ......................... 7
SECTION 3.16. Reliance Upon Records,
Information, Opinions, Reports
and Statements .................................. 7

ARTICLE IV - Officers .................................................. 8

SECTION 4.01. Number ............................................ 8
SECTION 4.02. Election, Term of Office
and Qualifications .............................. 8
SECTION 4.03. Subordinate Officers .............................. 8
SECTION 4.04. Removal ........................................... 9
SECTION 4.05. Resignations ...................................... 9
SECTION 4.06. Vacancies ......................................... 9
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
SECTION 4.07. Chairman of the Board ............................. 9
SECTION 4.08. President ......................................... 9
SECTION 4.09. Executive Vice President .......................... 10
SECTION 4.10. Vice Presidents ................................... 10
SECTION 4.11. Secretary ......................................... 10
SECTION 4.12. Assistant Secretaries ............................. 11
SECTION 4.13. Treasurer ......................................... 11
SECTION 4.14. Assistant Treasurers .............................. 11
SECTION 4.15. Salaries .......................................... 12

ARTICLE V - Contracts, Checks, Drafts,
Bank Accounts, Etc ....................................... 12

SECTION 5.01. Contracts, Etc., How
Executed ........................................ 12
SECTION 5.02. Checks, Drafts, Etc ............................... 12
SECTION 5.03. Deposits .......................................... 12
SECTION 5.04. General and Special
Bank Accounts ................................... 12
SECTION 5.05. Proxies ........................................... 13

ARTICLE VI - Shares and Their Transfer ................................. 13

SECTION 6.01. Certificates of Stock ............................. 13
SECTION 6.02. Transfer of Stock ................................. 13
SECTION 6.03. Lost, Destroyed and
Mutilated Certificates .......................... 14
SECTION 6.04. Transfer Agent and
Registrar; Regulations .......................... 14
SECTION 6.05. Fixing Date for Determination
of Stockholders of Record ....................... 15

ARTICLE VII - Seal ..................................................... 15

SECTION 7.01. General ........................................... 15

ARTICLE VIII - Miscellaneous Provisions ................................ 15

SECTION 8.01. Fiscal Year ....................................... 15
SECTION 8.02. Waivers of Notice ................................. 15
SECTION 8.03. Qualifying in Foreign
Jurisdictions ................................... 16
SECTION 8.04. Indemnification ................................... 16

ARTICLE IX - Amendments ................................................ 16

SECTION 9.01. General ........................................... 16
</TABLE>

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<PAGE> 4
BY-LAWS

PAX WORLD GROWTH FUND, INC.

ARTICLE I

Offices

SECTION 1.01. Registered Office. The registered office of the
Corporation shall be established and maintained at 9 East Loockerman Street,
Dover, Delaware 19901 and National Corporate Research, Ltd. shall be the
registered agent of the Corporation in charge thereof.

SECTION 1.02. Other Offices. The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
Corporation may require.

ARTICLE II

Stockholders

SECTION 2.01. Annual Meetings. Subject to change by resolution of
the Board of Directors, the annual meeting of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other business as may be brought before the meeting shall be held on the
fourth Tuesday in April of each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday. The meeting may be
held at such time and such place within or without the State of Delaware as
shall be fixed by the Board of Directors and stated in the notice of the
meeting.

SECTION 2.02. Special Meetings. Special meetings of the stockholders
may be called at any time by the Board of Directors, the Chairman of the Board,
if any, or the President. Special meetings shall be held on the date and at the
time and place either within or without the State of Delaware as specified in
the notice thereof.

SECTION 2.03. Notice of Meetings. Except as otherwise expressly
required by law or the Certificate of Incorporation of the Corporation, written
notice stating the place and time of the meeting and, in the case of a special
meeting, the purpose or purposes of such meeting, shall be given by the
Secretary to each stockholder entitled to vote thereat at his address as it
appears on the records of the Corporation not less than ten nor more than sixty
days prior to the meeting. Notice of any meeting of
<PAGE> 5
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy; and if any stockholder shall, in
person or by attorney thereunto duly authorized, waive notice of any meeting, in
writing or by telegraph, cable or wireless, whether before or after such meeting
be held, the notice thereof need not be given to him. The attendance of any
stockholder at a meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall constitute a
waiver of notice by him. Notice of any adjourned meeting of stockholders need
not be given except as provided in SECTION 2.05 of this ARTICLE II.

SECTION 2.04. Quorum. Subject to the provisions of law in respect of
the vote that shall be required for a specific action, the number of shares the
holders of which shall be present or represented by proxy at any meeting of
stockholders in order to constitute a quorum for the transaction of any business
shall be a majority of all the shares issued and outstanding and entitled to
vote at such meeting.

SECTION 2.05. Adjournment. At any meeting of stockholders, whether
or not there shall be a quorum present, the holders of a majority of shares
voting at the meeting, whether present in person at the meeting or represented
by proxy at the meeting, may adjourn the meeting from time to time. Except as
provided by law, notice of such adjourned meeting need not be given otherwise
than by announcement of the time and place of such adjourned meeting at the
meeting at which the adjournment is taken. At any adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.

SECTION 2.06. Organization. The Chairman of the Board, if any, or in
his absence, the President or, in the absence of both the foregoing officers,
the Executive Vice President, if any, or in the absence of all of the foregoing
officers, a Vice President shall call meetings of the stockholders to order and
shall act as chairman of such meetings. In the absence of the Chairman of the
Board, if any, the President, the Executive Vice President, if any, and a Vice
President, the holders of a majority in number of the shares of the capital
stock of the Corporation present in person or represented by proxy and entitled
to vote at such meeting shall elect a chairman, who may be the Secretary of the
Corporation. The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders; but in the absence of the Secretary, the chairman
may appoint any person to act as secretary of the meeting.

SECTION 2.07. Voting. Each stockholder shall, except as otherwise
provided by law or by the Certificate of

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<PAGE> 6
Incorporation, at every meeting of the stockholders be entitled to one vote in
person or by proxy for each share of capital stock entitled to vote held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless said proxy provides for a longer period. Upon the demand of any
stockholder, the vote for directors and the vote upon any matter before the
meeting shall be by ballot. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, all elections for directors shall be decided
by plurality vote; all other matters shall be decided by a majority of the votes
cast thereon.

SECTION 2.08. Stockholders List. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order
with the address of each and the number of shares held by each, shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole thereof
and may be inspected by any stockholder who is present.

SECTION 2.09. Addresses of Stockholders. Each stockholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served upon or mailed to him,
and if any stockholder shall fail to designate such address, corporate notices
may be served upon him by mail directed to him at his last known post office
address.

SECTION 2.10. Inspectors of Election. The Board of Directors may at
any time appoint one or more persons to serve as Inspectors of Election at the
next succeeding annual meeting of stockholders or at any other meeting or
meetings and the Board of Directors may at any time fill any vacancy in the
office of Inspector. If the Board of Directors fails to appoint Inspectors, or
if any Inspector appointed be absent or refuse to act, or if his office becomes
vacant and be not filled by the Board of Directors, the Chairman of any meeting
of the stockholders may appoint one or more temporary Inspectors for such
meeting. All proxies shall be filed with the Inspectors of Election of the
meeting before being voted upon.

SECTION 2.11. Action by Consent. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any meeting of
stockholders, or any action which may be taken at any meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote if a consent in writing, setting forth the action so taken, shall be

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<PAGE> 7
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

ARTICLE III

Board of Directors

SECTION 3.01. General Powers. The property, affairs and business of
the Corporation shall be managed by or under the direction of the Board of
Directors.

SECTION 3.02. Number, Qualification and Term of Office. The number
of directors shall be such as the Board of Directors may by resolution direct.
Directors need not be stockholders. Each director shall hold office for the term
for which he is appointed or elected and until his successor shall have been
elected and shall qualify, or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. Directors need not be
elected by ballot, except upon demand of any stockholder. The Chairman of the
Board, if any, shall be chosen from among the directors.

SECTION 3.03. Quorum and Manner of Action. Except as otherwise
provided by law or these By-laws, a majority of the Board of Directors shall be
required to constitute a quorum for the transaction of business at any meeting,
and the act of a majority of the directors present and voting at any meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present may adjourn any meeting
from time to time until a quorum be had. Notice of any adjourned meeting need
not be given. The directors shall act only as a board and individual directors
shall have no power as such.

SECTION 3.04. Place of Meeting, etc. The Board of Directors may hold
its meetings, have one or more offices and keep the books and records of the
Corporation at such place or places within or without the State of Delaware as
the Board of Directors may from time to time determine or as shall be specified
or fixed in the respective notices or waivers of notice thereof.

SECTION 3.05. Regular Meetings. A regular meeting of the Board of
Directors shall be held for the election of officers and the transaction of
other business as soon as practicable after each annual meeting of stockholders,
and other regular

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<PAGE> 8
meetings of said Board of Directors shall be held at such times and places as
said Board of Directors shall direct. No notice shall be required for any
regular meeting of the Board of Directors but a copy of every resolution fixing
or changing the time or place of regular meetings shall be mailed to every
director at least three days before the first meeting held in pursuance thereof.

SECTION 3.06. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if any, or any three
directors. The Secretary or any Assistant Secretary shall give notice of the
time and place of each special meeting by mailing a written notice of the same
to each director at his last known post office address at least two days before
the meeting or by causing the same to be delivered personally or to be
transmitted by telegraph, cable, wireless, telephone or orally at least
twenty-four hours before the meeting to each director.

SECTION 3.07. Action by Consent. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or committee.

SECTION 3.08. Organization. At each meeting of the Board of
Directors, the Chairman of the Board, if any, or in his absence, a director
chosen by a majority of the directors present shall act as Chairman. The
Secretary or, in his absence, an Assistant Secretary or, in the absence of both
the Secretary and an Assistant Secretary, any person appointed by the chairman
of the meeting shall act as secretary of the meeting.

SECTION 3.09. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board of Directors, the
Chairman of the Board, if any, the President or the Secretary of the
Corporation. The resignation of any director shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

SECTION 3.10. Removal of Directors. Except as otherwise provided by
law or the Certificate of Incorporation, any director may be removed, either
with or without cause, at any time by the affirmative vote of a majority in
interest of the holders of record of the stock having voting power at an annual
meeting or at a special meeting of the stockholders called for the purpose; and
the vacancy in the Board of Directors caused by any such removal may be filled
by the stockholders at such

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<PAGE> 9
meeting or by the Board of Directors in the manner provided in SECTION 3.11 of
this ARTICLE III.

SECTION 3.11. Vacancies. Any vacancy in the Board of Directors
caused by death, resignation, removal (whether or not for cause),
disqualification, an increase in the number of directors or any other cause may
be filled by the majority vote of the remaining directors of the Corporation at
the next annual meeting, any regular meeting or any special meeting called for
the purpose. Each director so elected shall hold office for the unexpired term
or for such lesser term as may be designated and until his successor shall be
duly elected and qualified, or until his death or until he shall resign or shall
have been removed in the manner herein provided. In case all the directors shall
die or resign or be removed or disqualified, any stockholder having voting
powers may call a special meeting of the stockholders, upon notice given as
herein provided for meetings of the stockholders, at which directors may be
elected for the unexpired term.

SECTION 3.12. Compensation of Directors. Directors may receive such
sums for their services and expenses as may be directed by resolution of the
Board of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for their services and expenses.

SECTION 3.13. Committees. By resolution or resolutions passed by a
majority of the whole Board of Directors at any meeting of the Board of
Directors, the directors may designate one or more committees, each committee to
consist of one or more directors. To the extent provided in said resolution or
resolutions, unless otherwise provided by law, such committee or committees
shall have and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, including the power
and authority to authorize the seal of the Corporation to be affixed to all
papers which may require it, to declare dividends and to authorize the issuance
of shares of capital stock of the Corporation. Further, the Board of Directors
may designate one or more directors as alternate members of a committee who may
replace an absent or disqualified member at any meeting. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. A committee may make such rules for the conduct of its business and may
appoint such committees and assistants as it shall from time to time deem
necessary.

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<PAGE> 10
One-third of the members of a committee shall constitute a quorum for the
transaction of business of such committee. Regular meetings of a committee shall
be held at such times as such committee shall from time to time by resolution
determine. No notice shall be required for any regular meeting of a committee
but a copy of every resolution fixing or changing the time or place of regular
meetings shall be mailed to every member of such committee at least three days
before the first meeting held in pursuance thereof. Special meetings of a
committee may be called by the chairman of such committee or the secretary of
such committee, or any two members thereof. The Secretary of the Corporation or
the secretary of such committee shall give notice of the time and place of each
Special Meeting by mail at least two days before such meeting or by telegraph,
cable, wireless, telephone or orally at least twenty-four hours before the
meeting to each member of such committee.

SECTION 3.14. Contracts. (a) No contract or other transaction
between this Corporation and any other corporation shall be impaired, affected
or invalidated, nor shall any director be liable in any way by reason of the
fact that any one or more of the directors of this Corporation is or are
interested in, or is a director or officer, or are directors or officers, of
such other corporation, provided that such facts are disclosed or made known to
the Board of Directors.

(b) Any director, personally and individually, may be a party to or
may be interested in any contract or transaction of this Corporation, and no
director shall be liable in any way be reason of such interest, provided that
the fact of such interest be disclosed or made known to the Board of Directors,
and provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such director)
of a majority of a quorum, notwithstanding the presence of any such director at
the meeting at which such action is taken. Such director or directors may be
counted in determining the presence of a quorum at such meeting. This Section
3.14 shall not be construed to impair or invalidate or in any way affect any
contract or other transaction which would otherwise be valid under the law
(common, statutory or otherwise) applicable thereto.

SECTION 3.15. Participation in Meetings. Members of the Board of
Directors or of any committee may participate in any meeting of the Board of
Directors or committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.

SECTION 3.16. Reliance Upon Records, Information, Opinions, Reports
and Statements. A member of the Board of

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<PAGE> 11
Directors, or a member of any committee designated by the Board of Directors,
shall, in the performance of his duties, be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or committees of the Board of Directors, or by any other
person as to matters such member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

ARTICLE IV

Officers

SECTION 4.01. Number. The officers of the Corporation shall be a
President, a Secretary and a Treasurer. In addition, the Board of Directors may
elect a Chairman of the Board, an Executive Vice President, one or more Vice
Presidents and such other subordinate officers as may be appointed in accordance
with the provisions of SECTION 4.03 of this ARTICLE IV. Any number of offices
may be held by the same person, except that if there is more than one
stockholder the offices of President and Secretary may not be held by the same
person; provided, however, that when all of the issued and outstanding stock of
the Corporation is owned by one person, such person may hold all or any
combination of offices.

SECTION 4.02. Election, Term of Office and Qualification. The
officers shall be elected annually by the Board of Directors at their first
meeting after each annual meeting of the stockholders of the Corporation. Each
officer, except such officers as may be appointed in accordance with the
provisions of SECTION 4.03 of this ARTICLE IV, shall hold office until his
successor shall have been duly elected and qualified, or until his death or
until he shall have resigned or shall have become disqualified or shall have
been removed in the manner hereinafter provided.

SECTION 4.03. Subordinate Officers. The Board of Directors or the
President may from time to time appoint such other officers, including one or
more Assistant Treasurers and one or more Assistant Secretaries, and such agents
and employees of the Corporation as may be deemed necessary or desirable. Such
officers, agents and employees shall hold office for such period and upon such
terms and conditions, have such authority and perform such duties as in these
By-laws provided or as the Board of Directors, the Chairman of the Board or the
President may from time to time prescribe. The Board of Directors, the Chairman
of the Board, if any, or the President may from time to time

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<PAGE> 12
authorize any officer to appoint and remove agents and employees and to
prescribe the powers and duties thereof.

SECTION 4.04. Removal. Any officer may be removed, either with or
without cause, by the vote of a majority of the whole Board of Directors or,
except in case of any officer elected by the Board of Directors, by any
committee or superior officer upon whom the power of removal may be conferred by
the Board of Directors or by these By-laws.

SECTION 4.05. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary. Any such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 4.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-laws for
regular election or appointment to such office.

SECTION 4.07. Chairman of the Board. The Chairman of the Board, if
any, shall preside, if present, at all meetings of the stockholders and at all
meetings of the Board of Directors and he shall perform such other duties and
have such other powers as from time to time may be assigned to him by the Board
of Directors or prescribed by these By-laws.

SECTION 4.08. President. The President shall be the chief executive
officer of the Corporation and shall have general direction of the affairs of
the Corporation and general supervision over its several officers, subject,
however, to the control of the Board of Directors and the Chairman of the Board,
if any. The President shall at each annual meeting and from time to time report
to the stockholders and the Board of Directors all matters within his knowledge
which the interest of the Corporation may require to be brought to their notice,
may sign with the Treasurer or an Assistant Treasurer, if any, or the Secretary
or an Assistant Secretary, if any, any or all certificates of stock of the
Corporation, shall preside, in the absence of the Chairman of the Board, at all
meetings of the stockholders and at all meetings of the Board of Directors, may
sign and execute in the name of the Corporation all contracts or other
instruments authorized by the Board of Directors, except in cases where the
signing and execution thereof shall be expressly delegated or permitted by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, and in general shall perform such duties and, subject the other
provisions of these By-laws and to the control of the Board of

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Directors and the Chairman of the Board, if any, have such powers incident to
the office of President and perform such other duties and have such other powers
as from time to time may be assigned to him by the Board of Directors, the
Chairman of the Board, if any, or prescribed by these By-laws.

SECTION 4.09. Executive Vice President. Except as otherwise provided
herein, the Executive Vice President, if any, shall, at the request of the
President or in his absence or disability, perform the duties of the President,
and when so acting shall have all the powers of, and be subject to all of the
restrictions upon, the President, shall preside, in the absence of the Chairman
of the Board, if any, and the President, at all meetings of the stockholders,
may sign with the Treasurer or an Assistant Treasurer, if any, or the Secretary
or an Assistant Secretary, if any, any or all certificates of stock of the
Corporation and shall perform such other duties and have such other powers as
from time to time may be assigned to him by the Board of Directors, the Chairman
of the Board, if any, or the President or prescribed by these By-laws.

SECTION 4.10. Vice Presidents. Each Vice President, if any, may sign
with the Treasurer or an Assistant Treasurer, if any, or the Secretary or an
Assistant Secretary, if any, certificates of stock of the Corporation and shall
have such other powers and shall perform such other duties as from time to time
may be assigned to him by the Board of Directors, the Chairman of the Board, if
any, or the President or prescribed by these By-laws. In the absence or
disability of the President, the Vice President (if there is no Executive Vice
President, or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President and when so acting, shall have all the powers and be
subject to all the restrictions upon the President.

SECTION 4.11. Secretary. The Secretary shall keep or cause to be
kept, in books provided for the purpose, the minutes of the meetings of the
stockholders, the Board of Directors and any committee when so required, shall
see that all notices are duly given in accordance with the provisions of these
By-laws and as required by law, shall be custodian of the records and the seal
of the Corporation and see that the seal is affixed to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these By-laws, shall keep or
cause to be kept a register of the post office address of each stockholder, may
sign with the Chairman of the Board, if any, the President, the Executive Vice
President, if any, or any Vice President certificates of stock of the
Corporation, and in general shall perform such duties and have such powers
incident to the office

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<PAGE> 14
of Secretary and shall perform such other duties and have such other powers as
from time to time may be assigned to him by the Board of Directors, the Chairman
of the Board, if any, or the President or prescribed by these By-laws.

SECTION 4.12. Assistant Secretaries. Any Assistant Secretary shall,
at the request of the Secretary or in his absence or disability, perform the
duties of the Secretary and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Secretary and shall perform such other
duties and have such other powers as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board, if any, the President or the
Secretary or prescribed by these By-laws.

SECTION 4.13. Treasurer. The Treasurer shall have charge and custody
of, and be responsible for, all funds and securities of the Corporation, and
deposit all such funds in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of these By-laws, shall at all reasonable times exhibit his books of
account and records, and cause to be exhibited the books of account and records
of any corporation controlled by the Corporation, to any of the directors of the
Corporation upon application during business hours at the office of the
Corporation, or such other corporation, where such books and records are kept,
shall render a statement of the condition of the finances of the Corporation at
all regular meetings of the Board of Directors and a full financial report at
the annual meeting of the stockholders, shall, if called upon to do so, receive
and give receipts for moneys due and payable to the Corporation from any source
whatsoever, may sign with the Chairman of the Board, if any, the President, the
Executive Vice President or any Vice President certificates of stock of the
Corporation, and in general shall perform such duties and have such powers
incident to the office of Treasurer and such other duties and have such other
powers as from time to time may be assigned to him by the Board of Directors,
the Chairman of the Board, if any, or the President or prescribed by these
By-laws.

SECTION 4.14. Assistant Treasurers. Any Assistant Treasurer shall,
at the request of the Treasurer or in his absence or disability, perform the
duties of the Treasurer and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Treasurer and shall perform such
duties and have such other powers as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board, if any, the President or the
Treasurer or prescribed by these By-laws.

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<PAGE> 15
SECTION 4.15. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

SECTION 5.01. Contracts, etc., How Executed. Except as otherwise
provided in these By-laws, the Board of Directors may authorize any officer or
officers, employee or employees or agent or agents of the Corporation to enter
into any contract or execute and deliver any instrument, on behalf and in the
name of the Corporation, and such authority may be general or confined to
specific instances; and, unless so authorized by the Board of Directors or by a
committee appointed in accordance with the provisions of these By-laws or
otherwise by these By-laws, no officer, employee or agent shall have any power
or authority to bind the Corporation by any contract or engagement or to pledge
its credit or render it liable pecuniarily for any purpose or amount.

SECTION 5.02. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or officers,
employee or employees or agent or agents of the Corporation as shall from time
to time be determined by resolution of the Board of Directors.

SECTION 5.03. Deposits. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the Board of Directors or committee
appointed by the Board of Directors may designate from time to time or as may be
designated from time to time by any officer or officers, employee or employees
or agent or agents of the Corporation to whom such power may be delegated by the
Board of Directors; and for the purpose of such deposit, any officer or
officers, employee or employees or agent or agents of the Corporation as from
time to time shall be determined by resolution of the Board of Directors or
committee appointed by the Board of Directors may endorse, assign and deliver
checks, drafts and other orders for the payment of money which are payable to
the order of the Corporation.

SECTION 5.04. General and Special Bank Accounts. The Board of
Directors or committee appointed by the Board of Directors may authorize from
time to time the opening and keeping with such banks, trust companies or other
depositaries as it may

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<PAGE> 16
designate of general and special bank accounts and may make such special rules
and regulations with respect thereto, not inconsistent with the provisions of
these By-laws, as it may deem expedient.

SECTION 5.05. Proxies. Except as otherwise provided in these By-laws
or in the Certificate of Incorporation of the Corporation, and unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board, if
any, or the President may appoint from time to time an attorney or attorneys, or
agent or agents, of the Corporation, on behalf and in the name of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
a stockholder or otherwise in any other corporation any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing to
any action by such other corporation, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may
execute or cause to be executed on behalf and in the name of the Corporation and
under its corporate seal, or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.

ARTICLE VI

Shares and Their Transfer

SECTION 6.01. Certificates of Stock. Certificates for shares of the
capital stock of the Corporation shall be in such form not inconsistent with law
as shall be approved by the Board of Directors. They shall be numbered in order
of their issue and shall be signed by the Chairman of the Board, if any, the
President, the Executive Vice President, if any, or any Vice President and the
Treasurer or any Assistant Treasurer, if any, or the Secretary or any Assistant
Secretary, if any, of the Corporation, and the seal of the Corporation shall be
affixed thereto. Any of or all the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who shall have
signed or whose facsimile signature shall have been placed upon any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature shall have been used
thereon had not ceased to be such officer or officers of the Corporation.

SECTION 6.02. Transfer of Stock. Transfer of shares of the capital
stock of the Corporation shall be made only on the

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<PAGE> 17
books of the Corporation by the holder thereof, or by his attorney thereunto
authorized by a power of attorney duly executed and filed with the Secretary of
the Corporation, or a transfer agent of the Corporation, if any, on surrender of
the certificate or certificates for such shares properly endorsed. A person in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner thereof as regards the Corporation, and the Corporation shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, if known to the Secretary or
to said transfer agent, shall be so expressed in the entry of transfer.

SECTION 6.03. Lost, Destroyed and Mutilated Certificates. The holder
of any stock issued by the Corporation shall immediately notify the Corporation
of any loss, destruction or mutilation of the certificate therefor or the
failure to receive a certificate of stock issued by the Corporation, and the
Board of Directors, the Chairman of the Board, if any, the President or the
Secretary of the Corporation may, in its or his discretion, cause to be issued
to such holder a new certificate or certificates of stock, upon compliance with
such rules, regulations and/or procedures as may be prescribed or have been
prescribed by the Board of Directors with respect to the issuance of new
certificates in lieu of such lost, destroyed or mutilated certificate or
certificates of stock issued by the Corporation which are not received,
including the posting with the Corporation of a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

SECTION 6.04. Transfer Agent and Registrar; Regulations. The
Corporation shall, if and whenever the Board of Directors shall so determine,
maintain one or more transfer offices or agencies, each in the charge of a
transfer agent designated by the Board of Directors, where the shares of the
capital stock of the Corporation shall be directly transferable, and also one or
more registry offices, each in the charge of a registrar designated by the Board
of Directors, where such shares of stock shall be registered, and no certificate
for shares of the capital stock of the Corporation, in respect of which a
Registrar and/or Transfer Agent shall have been designated, shall be valid
unless countersigned by such Transfer Agent and registered by such Registrar, if
any. The Board of Directors shall also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the Corporation.

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<PAGE> 18
SECTION 6.05. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
to express consent to corporate action in writing without a meeting, to receive
payment of any dividend or other distribution or allotment of any rights, to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date which shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action, and only such stockholders as shall be stockholders of record on the
date so fixed shall be entitled to such notice of and to vote at such meeting
and any adjournment thereof, to express consent to any such corporate action, to
receive payment of such dividend or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid. If the stock transfer books are to be closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting in the
case of a merger or consolidation, the books shall be closed at least twenty
(20) days before such meeting.

ARTICLE VII

Seal

SECTION 7.01. General. The Board of Directors shall provide a
suitable seal containing the name of the Corporation, which seal shall be in the
charge of the Secretary and which may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise. If and when so
directed by the Board of Directors, a duplicate of the seal may be kept and be
used by an officer of the Corporation designated by the Board of Directors.

ARTICLE VIII

Miscellaneous Provisions

SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall
end on such date of each year as shall be determined by the Board of Directors
of the Corporation.

Section 8.02. Waivers of Notice. Whenever any notice of any nature
is required by law, the provisions of the Certificate of Incorporation or these
By-laws to be given, a waiver thereof in writing, signed by the person or
persons

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<PAGE> 19
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

SECTION 8.03. Qualifying in Foreign Jurisdiction. The Board of
Directors shall have the power at any time and from time to time to take or
cause to be taken any and all measures which they may deem necessary for
qualification to do business as a foreign corporation in any one or more foreign
jurisdictions and for withdrawal therefrom.

SECTION 8.04. Indemnification. Directors, officers, employees and
agents of the Corporation shall not be liable to the Corporation, any
stockholder, officer, director, employee or other person for any action or
failure to act except for willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their office. The
Corporation shall indemnify directors, officers, employees and agents of the
corporation against judgments, fines, settlements and expenses to the fullest
extent authorized and in the manner permitted by applicable federal and state
law. The Corporation may purchase insurance to protect itself and its directors,
officers, employees and agents against judgments, fines settlements and expenses
to the fullest extent authorized and in the manner permitted by applicable
federal and state law. Nothing contained in this Section 8.04 shall be construed
to indemnify directors, officers, employees and agents of the Corporation
against, nor to permit the corporation to purchase insurance that purports to
protect against, any liability to the Corporation or any stockholder, officer,
director, employee, agent or other person to whom he or she would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.

ARTICLE IX

Amendments

SECTION 9.01. General. These By-laws shall be subject to amendment,
alteration or repeal, and new By-laws not inconsistent with any provision of the
Certificate of Incorporation of the Corporation or any provision of law, may be
made, either by (i) the affirmative vote of the holders of record of a majority
of the outstanding shares of the Common Stock of the Corporation entitled to
vote in respect thereof, given at an annual meeting or at any special meeting,
provided that notice of the proposed amendment, alteration or repeal or of the
proposed new By-laws be included in the notice of such meeting, or (ii) the
affirmative vote of two-thirds of the members of the Board of Directors at any
regular or special meeting.

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<PAGE> 1
Exhibit 4
---------

PAX WORLD GROWTH FUND, INC.

INSTRUMENTS DEFINING RIGHTS OF SHAREHOLDERS

The following is a list of the provisions of the Articles of
Incorporation and By-Laws of Pax World Growth Fund, Inc. setting forth the
rights of shareholders.

I. Relevant Provisions of Articles of Incorporation:

ARTICLE FOURTH - Common Stock
ARTICLE FIFTH - Election of Directors
ARTICLE SIXTH - Receivership
ARTICLE SEVENTH - Meetings of Stockholders
ARTICLE EIGHTH - Miscellaneous
ARTICLE NINTH - Amendments
ARTICLE TENTH - Indemnification
ARTICLE ELEVENTH - Personal Liability of Directors

II. Relevant Provisions of By-Laws:

ARTICLE II - Stockholders
ARTICLE VI - Shares and Their Transfer
ARTICLE VIII - Indemnification
ARTICLE IX - Amendment of By-Laws

<PAGE> 1
Exhibit 5(a)

PAX WORLD GROWTH FUND, INC.
224 STATE STREET
PORTSMOUTH, NH 03801

_______________, 1997

Pax World Management Corp.
222 State Street
Portsmouth, NH 03801

Investment Advisory Agreement

Ladies and Gentlemen:

The undersigned, Pax World Growth Fund, Inc. (the "Fund"), is an
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Fund is an open-end diversified
management investment company, as defined in the Investment Company Act, and
invests and reinvests its assets in a portfolio of investments. The Fund hereby
engages you, Pax World Management Corp. (the "Adviser"), to act as its
investment adviser and financial agent, subject to the terms and conditions
herein set forth.

SECTION 1. MANAGEMENT SERVICES

The Fund will, from time to time, furnish to you detailed statements
of the investments and resources of the Fund and information as to its
investment needs, and will make available to you such financial reports, proxy
statements, legal and other information relating to its investment as may be in
the possession of the Fund or available to it.

You shall, at your expense, use your experience, staff and other
facilities to conduct and maintain a continuous review of the Fund's
investments, resources and needs, and shall from time to time furnish to the
Directors of the Fund (the "Directors") or such others as the Directors shall
direct, your advice and recommendations with respect to the purchase and sale of
investments by the Fund and the making of commitments thereto. In conducting
such review and furnishing such advice and recommendations, you shall be guided
by the Fund's investment policy and restrictions as delineated and limited by
the statements contained in the various documents and amendments thereto filed
with the Securities and Exchange Commission (the "SEC").

You shall place at the disposal of the Fund such statistical
research, analytical and technical services and information and reports as may
be reasonably required by the Fund, shall furnish the Fund with, and pay the
salaries of, the executive, administrative and clerical personnel of the Fund,
and in general shall supervise the affairs of the Fund, subject to the control
of the Directors. Your advice and recommendations with respect to the purchase
and sale of investments and the making of investment commitments shall be
submitted at the principal offices of the Fund to the Directors of the Fund, to
an investment committee thereof, or to such other person or persons as the
Directors or such investment committee shall designate for that purpose. The
Directors, such investment committee, or such designated person or persons shall
have full authority to act upon such advice and recommendations and to place
orders on behalf of the Fund for the purchase and sale of investments. Reports
of portfolio recommendations shall be made
<PAGE> 2
quarterly to the Directors or more frequently as the Directors may from time to
time determine.

SECTION 2. DUTIES AS FINANCIAL AGENT OF THE FUND

You shall keep the books and financial records of the Fund, and on
behalf of the Fund, shall compare the value of the principal and income of the
Fund and of its shares (in accordance with the instructions of the Directors) at
such times as the Directors may direct, and shall perform such other services as
are reasonably related to the foregoing duties. You shall furnish to the Fund
and the Directors statements with respect to the valuation of the Fund and its
shares, at such times, and in such forms, as the Directors may prescribe.

SECTION 3. BROKERAGE SERVICES

When and if the Directors so request, you shall furnish brokerage
services in connection with the Fund's investments, and may make such charges
for those services as are permitted by law or by the applicable rules of the
National Association of Securities Dealers, Inc., or any stock exchange, but
only if and to the extent that any such charges are permitted by the Articles of
Incorporation and/or By-Laws of the Fund as then in effect.

At any time when you shall have been requested to act in your
capacity as broker in connection with any of the Fund's investments, you shall
deposit with or obtain from the Fund's custodian any and all of such securities
and investments only in accordance with the requirements and provisions of the
custodial agreement entered into between the Fund and the Fund's custodian. It
is the intent hereof that the Fund's custodian shall obtain and maintain the
exclusive possession of, and be responsible for the security and safekeeping of,
the Fund's investments, and that you shall have possession of such investments
only as shall be required to implement transactions normally requiring the
services of a broker, and which have been directed by the Directors or such
other person or persons as the Directors shall designate for that purpose.

SECTION 4. ADDITIONAL SERVICES, EXPENSES, ETC.

You shall furnish to the Fund, and pay for, such office space and
facilities, including, without being limited to, stenographic, telephone,
telegraph, mailing, and other facilities as the Directors shall request in
connection with the operations of the Fund. It is the intent of this contract
that, through your staff, you shall supply and pay for such services as are
deemed by the Directors to be necessary or desirable and proper for the
continuous operation of the Fund (excluding all taxes and charges of
governmental agencies and brokerage commissions incurred in connection with
portfolio transactions) which are in excess of one and one-half percent (1-1/2%)
of the average net asset value of the Fund per annum. Such expenses include (i)
the reimbursement of organizational expenses, (ii) fees paid to unaffiliated
directors of the Fund; (iii) the commissions and/or fees of the Fund's
custodian, distributor, registrar, transfer and dividend disbursing agent,
independent accountants and legal counsel; (iv) taxes, brokerage commissions and
all other expenses incurred in connection with portfolio transactions; and (v)
expenses related to shareholder communications including all expenses of
shareholders' and Board of Directors' meetings and of preparing, printing and
mailing Fund share certificates, reports, notices, proxy statements and
prospectuses to Fund shareholders and Directors.

SECTION 5. INDEPENDENT CONTRACTOR

You shall, for all purposes, be deemed to be an independent
contractor and shall have no authority to act for or represent the Fund unless

-2-
<PAGE> 3
otherwise provided. No agreement, bid, offer, commitment, contract or other
engagement entered into by you, whether on your behalf or purported to have been
on behalf of the Fund, shall be binding upon the Fund, and all acts authorized
to be done by you under this contract shall be done by you as an independent
contractor and not as agent.

SECTION 6. MULTIPLE CAPACITIES, TRANSACTIONS

Nothing contained in this contract shall be deemed to prohibit you
from acting, and being separately compensated for so acting, in one or more
capacities on behalf of the Fund, including but not limited to, the capacities
of investment adviser, broker, and distributor. Whenever you shall be required
to act in multiple capacities, either under this contract or by virtue of this
or any other contract between you and the Fund, you shall maintain appropriate
separate accounts and records for each such capacity.

Except to the extent necessary for the performance of your
obligations hereunder, nothing in this contract shall restrict your right or the
right of any of your directors, officers or employees (whether or not they are
directors, officers or employees of the Fund) to engage in any other business or
to devote time and attention to the management or other aspects of any other
business whether of a similar or dissimilar nature or to render services of any
kind to any other corporation, firm, individual or association or to participate
or to be otherwise interested, as principal, agent or otherwise, in sales,
purchases or other transactions with the Fund or its directors, officers,
agents, attorney, servants, independent contractors, brokers, custodian,
underwriters, distributors and other persons, except as may be prohibited by the
Investment Company Act.

It is understood and agreed that officers, directors, shareholders,
employees and agents of the Fund may be interested in the Adviser as officers,
directors, shareholders, employees and agents and vice versa. Specifically, it
is understood and agreed that the officers, directors, shareholders, employees
and agents of the Adviser may be simultaneously officers and/or directors of the
Fund, but that they are to receive no remuneration solely for acting in those
capacities.

SECTION 7. COMPENSATION FOR SERVICES

Except as provided below, you shall receive such compensation for
your services as is provided in this Section, and such payments shall be the
only compensation to which you shall be entitled under this contract. The
compensation referred to herein shall not be deemed to include, and shall be in
addition to (i) any charges you may make to the Fund in your capacity as broker
for purchases or sales of securities and investments pursuant to Section 3
hereof, and (ii) any payments which you may receive in connection with your
services as distributor of the Fund's shares, if such is provided.

Subject to the foregoing exceptions and limitations, the Fund will
pay to you a fee per annum computed at the following rates: in the event that
the average net assets of the Fund are less than $5,000,000.00, you will be
compensated by the Fund for your services hereunder at an annual rate of
$25,000.00; in the event that the average net assets of the Fund are equal to or
in excess of $5,000,000.00, you will be compensated by the Fund for your
services hereunder at an annual rate of one percent (1%) of average net assets
up to and including $25,000,000.00 and three-quarters of one percent (.75%) of
average net assets in excess of $25,000,000.00. The fee shall be paid to you in
monthly installments on the last business day of each month and the amount of
each such payment shall be computed and accrued on the basis of the net asset
value of the Fund at the end of each business day during each calendar month.

-3-
<PAGE> 4
SECTION 8. LIABILITY

You shall give the Fund the benefit of your best judgment and
efforts in rendering the services set forth herein, and the Fund agrees as an
inducement to the undertaking of these services by you that you shall not be
liable for any loss suffered by the Fund resulting from any error of judgment or
any mistake of law or fact in connection with any matters as to which this
contact relates, except that nothing herein contained shall be construed to
protect you against any liability by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties or by reckless disregard of
your obligations or duties under this contract.

SECTION 9. APPROVAL OF CONTRACT TERMINATION

As promptly as practicable after its execution, this contract will
be submitted to the Fund's shareholders for approval at a meeting thereof duly
convened for such purpose. If approved at such meeting by the vote of the
holders of a majority of the Fund's outstanding voting shares, the contract
shall be effective _______________, 1997 for an initial term expiring June 30,
1997. Thereafter, the contract will continue in effect for successive yearly
terms ending June 30, following the conclusion of each annual meeting of
shareholders, unless earlier terminated by either party as set forth below,
provided that the renewal of this contract and its terms are specifically
approved annually by the vote of the holders of a majority of the Fund's
outstanding shares or annually by the majority vote of the disinterested
Directors. Notwithstanding the foregoing, this contract is terminable by either
party on sixty (60) days written notice, with or without cause and without
payment of any penalty, and will terminate automatically in the event of any
assignment, unless an order is issued by the SEC conditionally or
unconditionally exempting such assignment from the provision of Section 15(a) of
the Investment Company Act, in which event this contract shall continue in full
force and effect.

This contract may not be amended, transferred or assigned, or in any
manner hypothecated or pledged, nor may any new contract become effective,
without the affirmative vote or written consent of the holders of a majority of
the outstanding voting shares of the Fund; provided, however, that this
limitation shall not prevent any non-material amendments to the contract or such
amendments as may be required by federal or state regulatory bodies.

SECTION 10. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.

This contract shall be subject to all applicable provisions of law,
including without being limited to, the applicable provisions of the Investment
Company Act and the Investment Advisers Act of 1940, as amended, and to the
extent that any provisions herein contained conflict with any such applicable
provisions of law, the latter shall control.

This contract is executed and delivered in the State of New
Hampshire and the laws of the State of New Hampshire shall, except to the extent
that any applicable provisions of some other laws shall be controlling, govern
the construction, validity and effect of this contract.

The headings preceding the text of the several Sections herein are
inserted solely for convenience of reference and shall not affect the meaning,
construction or effect of this contract.

If the foregoing correctly sets forth our understanding, please sign
the enclosed copy of this letter where indicated and return it to the

-4-
<PAGE> 5
undersigned, whereupon this letter shall constitute a binding contract between
the parties hereto.

Very truly yours,

PAX WORLD GROWTH FUND, INC.

By:______________________________
[Name]
[Title]

Accepted and agreed to as of
the date first above written:

PAX WORLD MANAGEMENT CORP.

By:______________________________
[Name]
President

By:______________________________
[Name]
Secretary

-5-

<PAGE> 1
Exhibit 5(b)

PAX WORLD MANAGEMENT CORP.
222 STATE STREET
PORTSMOUTH, NH 03801

_______________, 1997

H. G. Wellington & Co., Inc.
14 Wall Street
New York, NY 10005

Investment Sub-Advisory Agreement

Ladies and Gentlemen:

The undersigned, Pax World Management Corp. (the "Adviser"), is an
investment adviser registered under the Investment Advisers Act of 1940, as
amended (the "Investment Advisers Act"). Pax World Growth Fund, Inc. (the
"Fund") is an open-end diversified management investment company, registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"), which invests and reinvests its assets in a portfolio of investments. The
Fund has engaged the Adviser to act as its investment adviser and financial
agent, subject to the terms and conditions set forth in the Investment Advisory
Agreement dated the date hereof between the Fund and the Adviser; the Adviser
hereby engages H. G. Wellington Capital Management, a division of H. G.
Wellington & Co., Inc. (the "Sub-Adviser") to act as its investment sub-adviser
and financial agent, subject to the terms and conditions set forth herein.

SECTION 1. MANAGEMENT SERVICES

The Adviser will, from time to time, furnish to you detailed
statements of the investments and resources of the Fund and information as to
its investment needs, and will make available to you such financial reports,
proxy statements, legal and other information relating to the investment of the
Fund as may be in the possession of the Adviser or available to it.

You shall, at your expense, use your experience, staff and other
facilities to conduct and maintain a continuous review of the Fund's
investments, resources and needs, and shall from time to time furnish to the
Adviser or such others as the Adviser shall direct, your advice and
recommendations with respect to the purchase and sale of investments by the Fund
and the making of commitments thereto. In conducting such review and furnishing
such advice and recommendations, you shall be guided by the Fund's investment
policy and restrictions as delineated and limited by the statements contained in
the various documents and amendments thereto filed with the Securities and
Exchange Commission (the "SEC").

You shall place at the disposal of the Adviser such statistical
research, analytical and technical services and information and reports as may
be reasonably required by the Adviser, shall furnish the Adviser with, and pay
the salaries of, the executive, administrative and clerical personnel of the
Fund, and in general shall supervise the affairs of the Fund, subject to the
control of the Adviser. Your advice and recommendations with respect to the
purchase and sale of investments and the making of investment commitments shall
be submitted to the Adviser at its principal offices or to such other person or
persons as the Adviser shall designate for that purpose. The Adviser or such
designated person or persons shall have full authority to act upon such advice
and recommendations and to recommend that the Fund place orders on behalf of the
Fund for the purchase and sale of investments.
<PAGE> 2
Reports of portfolio recommendations shall be made quarterly to the Adviser or
more frequently as the Adviser may from time to time determine.

SECTION 2. DUTIES AS FINANCIAL AGENT OF THE FUND

If so requested by the Adviser, you shall keep the books and
financial records of the Fund, and on behalf of the Adviser, shall compare the
value of the principal and income of the Fund and of its shares (in accordance
with the instructions of the Adviser) at such times as the Adviser may direct,
and shall perform such other services as are reasonably related to the foregoing
duties. You shall furnish to the Adviser statements with respect to the
valuation of the Fund and its shares, at such times, and in such forms, as the
Adviser may prescribe.

SECTION 3. BROKERAGE SERVICES

When and if the Adviser and/or the Fund so request, you shall
furnish brokerage services in connection with the Fund's investments, and may
make such charges for those services as are permitted by law or by the
applicable rules of the National Association of Securities Dealers, Inc., or any
stock exchange, but only if and to the extent that any such charges are
permitted by the Articles of Incorporation and/or By-Laws of the Fund as then in
effect.

At any time when you shall have been requested to act in your
capacity as broker in connection with any of the Fund's investments, you shall
deposit with or obtain from the Fund's custodian any and all of such securities
and investments only in accordance with the requirements and provisions of the
custodial agreement entered into between the Fund and the Fund's custodian. It
is the intent hereof that the Fund's custodian shall obtain and maintain the
exclusive possession of, and be responsible for the security and safekeeping of,
the Fund's investments, and that you shall have possession of such investments
only as shall be required to implement transactions normally requiring the
services of a broker, and which have been directed by the Board of Directors of
the Fund (the "Directors") or such other person or persons as the Directors
shall designate for that purpose.

SECTION 4. INDEPENDENT CONTRACTOR

You shall, for all purposes, be deemed to be an independent
contractor and shall have no authority to act for or represent the Adviser
unless otherwise provided. No agreement, bid, offer, commitment, contract or
other engagement entered into by you, whether on your behalf or purported to
have been on behalf of the Adviser, shall be binding upon the Adviser, and all
acts authorized to be done by you under this contract shall be done by you as an
independent contractor and not as agent.

SECTION 5. MULTIPLE CAPACITIES, TRANSACTIONS

-2-
<PAGE> 3
any other business whether of a similar or dissimilar nature or to render
services of any kind to any other corporation, firm, individual or association
or to participate or to be otherwise interested, as principal, agent or
otherwise, in sales, purchases or other transactions with the Fund or its
directors, officers, agents, attorney, servants, independent contractors,
brokers, custodian, underwriters, distributors and other persons, except as may
be prohibited by the Investment Company Act.

It is understood and agreed that officers, directors, shareholders,
employees and agents of the Fund may be interested in the Sub-Adviser as
officers, directors, shareholders, employees and agents and vice versa.
Specifically, it is understood and agreed that the officers, directors,
shareholders, employees and agents of the Sub-Adviser may be simultaneously
officers and/or directors of the Fund, but that they are to receive no
remuneration solely for acting in those capacities.

SECTION 6. COMPENSATION FOR SERVICES

Subject to the foregoing exceptions and limitations, the Adviser
will pay to you a fee per annum computed at the following rates: in the event
that the average net assets of the Fund are less than $5,000,000.00, you will be
compensated by the Adviser for your services at an annual rate of $25,000.00; in
the event that average net assets of the Fund are equal to or in excess of
$5,000,000.00, you will be compensated by the Adviser for your services at an
annual rate of one-third of one percent (.33%) of average net assets up to and
including $25,000,000.00 and one-quarter of one percent (.25%) of average net
assets in excess of $25,000,000.00, but in no event to exceed the annual sum of
Two Hundred and Fifty Thousand Dollars ($250,000.00) net of expenses. The fee
shall be paid to you in monthly installments on the last business day of each
month and the amount of each such payment shall be computed and accrued on the
basis of the net asset value of the Fund at the end of each business day during
each calendar month.

SECTION 7. LIABILITY

You shall give the Adviser the benefit of your best judgment and
efforts in rendering the services set forth herein, and the Adviser agrees as an
inducement to the undertaking of these services by you that you shall not be
liable for any loss suffered by the Adviser resulting from any error of judgment
or any mistake of law or fact in connection with any matters as to which this
contact relates, except that nothing herein contained shall be construed to
protect you against any liability by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties or by reckless disregard of
your obligations or duties under this contract.

SECTION 8. APPROVAL OF CONTRACT TERMINATION

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terms ending June 30, following the conclusion of each annual meeting of
shareholders, unless earlier terminated by either party as set forth below,
provided that the renewal of this contract and its terms are specifically
approved annually by the vote of the holders of a majority of the Fund's
outstanding shares or annually by the majority vote of the disinterested
Directors. Notwithstanding the foregoing, this contract is terminable by either
party on sixty (60) days written notice, with or without cause and without
payment of any penalty, and will terminate automatically in the event of any
assignment, unless an order is issued by the SEC conditionally or
unconditionally exempting such assignment from the provision of Section 15(a) of
the Investment Company Act, in which event this contract shall continue in full
force and effect.

SECTION 9. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.

This contract shall be subject to all applicable provisions of law,
including without being limited to, the applicable provisions of the Investment
Company Act and the Investment Advisers Act, and to the extent that any
provisions herein contained conflict with any such applicable provisions of law,
the latter shall control.

This contract is executed and delivered in the State of New York and
the laws of the State of New York shall, except to the extent that any
applicable provisions of some other laws shall be controlling, govern the
construction, validity and effect of this contract.

The headings preceding the text of the several Sections herein are
inserted solely for convenience of reference and shall not affect the meaning,
construction or effect of this contract.

If the foregoing correctly sets forth our understanding, please sign
the enclosed copy of this letter where indicated and return it to the
undersigned, whereupon this letter shall constitute a binding contract between
the parties hereto.

Very truly yours,

PAX WORLD MANAGEMENT CORP.

By:______________________________
[Name]
[Title]

Accepted and agreed to as of
the date first above written:

H. G. WELLINGTON & CO., INC.

By:______________________________
[Name]
President

By:______________________________
[Name]
Secretary

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