<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
PAX WORLD GROWTH FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):*
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration no.:
------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE> 2
PAX WORLD GROWTH FUND, INC.
------------------------
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
------------------------
THURSDAY, JUNE 11, 1998
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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President's Letter.......................................... 1
Notice of Annual Meeting.................................... 2
Proxy Statement............................................. 3
Proposal A -- To Elect a Board of Six Directors............. 4
Proposal B -- To Ratify the Selection of Pannell Kerr
Forster, P.C. as Independent Public
Accountants of the Fund....................... 6
Proposal C -- To Approve Certain Changes to the Fund's
Fundamental Investment Policies so as to
Permit the Fund to Invest in the Pax World
Money Market Fund............................. 6
Other Business.............................................. 8
Expenses of Proxy Solicitation.............................. 8
Additional Information...................................... 8
</TABLE>
<PAGE> 4
PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
To the Pax World Growth Fund Shareholders:
As an investor in the Pax World Growth Fund, Inc. (the "Fund"), you are
cordially invited to attend the annual meeting (the "Meeting") of shareholders
of the Fund (the "Shareholders") to be held at 9:45 a.m. on Thursday, June 11,
1998 at the State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110. The purpose of the Meeting is for the Shareholders (i) to elect a Board
of six Directors, each to hold office until the next Annual Meeting of
Shareholders of the Fund or until a successor shall have been chosen and shall
have qualified, (ii) to ratify the selection by the Board of Directors of
Pannell Kerr Forster, P.C. as the independent public accountants of the Fund for
the year ending December 31, 1998, (iii) to vote on certain proposed changes to
the Fund's fundamental investment policies so as to permit the Fund to invest in
the Pax World Money Market Fund, a socially responsible money market fund, and
(iv) to transact such other business as may properly come before the Meeting.
In connection with the foregoing and the proposed changes to the Fund's
fundamental investment policies, it is important to stress that, as a result of
these changes, nothing will be changed in the social and economic criteria of
the Fund. The Pax World Fund Family will continue to be a leader in socially
responsible investing. In fact, the Board of Directors of the Fund believes that
the proposed changes to the Fund's fundamental investment policies will enhance
the financial services provided by the Pax World Fund Family and provide to the
Fund and its shareholders an alternative investment which adheres to the
socially responsible philosophy of the Pax World Fund Family. Accordingly, the
Board of Directors of the Fund has approved these changes to the Fund's
fundamental investment policies so as to permit the Fund to invest in the Pax
World Money Market Fund and recommends that the Shareholders similarly vote in
favor.
In this regard, enclosed are (1) a Notice of Meeting, (2) a Proxy Statement
that describes the proposals that will be submitted to shareholders for approval
at the Meeting, and (3) a Proxy.
Although we look forward to seeing you at the Meeting, if you cannot attend
the Meeting, we ask that you complete, sign, date and return the accompanying
Proxy as soon as possible in the enclosed postage-paid envelope. These proposals
are important and your vote is greatly appreciated.
Sincerely,
THOMAS W. GRANT, President
Pax World Growth Fund, Inc.
April 22, 1998
<PAGE> 5
PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 11, 1998
------------------------
Notice is hereby given that the annual meeting (the "Meeting") of the
shareholders of Pax World Growth Fund, Inc. (the "Fund") will be held at 9:45
a.m. on Thursday, June 11, 1998 at the State Street Bank and Trust Company, 225
Franklin Street, Boston, MA 02110 for the following purposes:
(A) To elect a Board of six Directors, each to hold office until the next
Annual Meeting of the Shareholders of the Fund or until a successor
shall have been chosen and shall have qualified;
(B) To ratify the selection by the Board of Directors of Pannell Kerr
Forster, P.C. as the independent public accountants of the Fund for the
year ending December 31, 1998;
(C) To approve certain changes to the Fund's fundamental investment
policies so as to permit the Fund to invest in the Pax World Money
Market Fund; and
(D) To transact such other business as may properly come before such annual
meeting or any adjournment thereof.
The close of business on April 14, 1998 has been fixed as the record date
for the determination of shareholders of the Fund entitled to notice of and to
vote at the Meeting and any adjournment or adjournments thereof. Only
shareholders of record at the close of business on such date are entitled to
notice of, and to vote at, the Meeting and any adjournment or adjournments
thereof.
By Order of the Board of Directors
LEE D. UNTERMAN, Secretary
April 22, 1998
Portsmouth, NH
IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
2
<PAGE> 6
PAX WORLD GROWTH FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Pax World Growth Fund, Inc. (the "Fund") of proxies to
be used at the Annual Meeting of Shareholders to be held at 9:45 a.m. on
Thursday, June 11, 1998 at the State Street Bank and Trust Company, 225 Franklin
Street, Boston, MA 02110, and at any adjournment or adjournments thereof (the
"Meeting"), for the purposes set forth in the accompanying notice.
Shareholders of record at the close of business on April 14, 1998, the
record date, are entitled to notice of and to vote at the Meeting. As of such
date, there were 657,312.298 shares of Common Stock of the Fund issued and
outstanding, the holders of which are entitled to one vote per share on all
matters brought before the Meeting. If you were a Shareholder as of said date,
you will be entitled to vote at the Meeting and your presence is desired. IF,
HOWEVER, YOU CANNOT BE PRESENT, THE MANAGEMENT REQUESTS THAT YOU COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY FOR THIS PURPOSE IN ORDER TO INSURE A
QUORUM AT THE MEETING.
The persons named in the accompanying proxy, if properly executed and
returned and unless revoked, will vote the same for Proposals A, B, C and D as
indicated herein, unless the proxy contains contrary directions, in which case
the proxy will be voted as directed. If a proxy is executed and returned without
indicating any voting instructions, the shares of the Fund represented by the
proxy will be voted FOR Proposals A, B, C and D. Any shareholder of the Fund
giving a proxy prior to the Meeting may revoke it either by attending the
Meeting and voting his or her shares in person or by delivering to the Fund at
the above address prior to the date of the Meeting a letter of revocation or a
later dated proxy. In the event that the number of shares of the Fund
represented at the meeting of Shareholders on June 11, 1998 in person or by
proxy is less than a majority of the number of shares of the Fund issued and
outstanding on the record date, the persons named in the accompanying proxy will
vote FOR an adjournment of such meeting if a majority of the number of shares of
the Fund represented in person or by proxy at such meeting voted FOR any of the
Proposals, and otherwise, will vote AGAINST an adjournment of such meeting.
This Proxy Statement has been mailed pursuant to instructions from the
executive offices of the Fund located at Portsmouth, New Hampshire and has been
sent through its transfer agent, PFPC, Inc. The Fund's Annual Report for the
fiscal year which ended December 31, 1997 has already been mailed to
Shareholders. Shareholders that desire an additional copy of the Annual Report
may obtain it without charge by writing to the Fund at 222 State Street,
Portsmouth, NH 03801-3853, telephoning the Fund at 1-800-767-1729, visiting the
Fund's web site at http://www.paxfund.com or visiting the Securities and
Exchange Commission's web site at http://www.sec.gov for such purpose.
As of the record date, no Shareholder, to the knowledge of the Fund, owned
of record or beneficially more than 5% of the outstanding shares of Common Stock
of the Fund.
IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS PROMPTLY AS
POSSIBLE.
3
<PAGE> 7
PROPOSAL A -- TO ELECT A BOARD OF SIX DIRECTORS
------------------------
The purpose of this proposal is to elect a Board of Directors of the Fund.
Pursuant to the provisions of the By-laws of the Fund, the Board of Directors
has determined that the number of Directors shall be fixed at six. It is
intended that the accompanying proxy will be voted for the election as Directors
of the six nominees listed below, unless such authority has been withheld in the
proxy, in which case the proxy will be voted as indicated thereon. In the
election of Directors, those six nominees receiving the highest number of votes
cast at the Meeting, providing a quorum is present, shall be elected.
All of the nominees named below are currently Directors of the Fund and
have served in that capacity continuously since originally elected or appointed.
If elected, each nominee will serve until the next Annual Meeting of
Shareholders of the Fund or until their successor shall have been chosen and
shall have qualified or as otherwise provided in the By-laws of the Fund.
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APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY
DIRECTOR AND/OR OF RECORD
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 14, 1998
------------------------------------------- -------- -----------------
<S> <C> <C>
CARL H. DOERGE, JR., age 59, 867 Remsen Lane, Oyster Bay, 1997 2,356
NY 11771, has been a private investor since 1995. Prior to
that, Mr. Doerge was an Executive Vice President and
Managing Director of Smith Barney for approximately
twenty-four years.
*THOMAS W. GRANT, age 56, 14 Wall Street, New York, NY 1997 184
10005, is the President of the Fund, as well as the Vice
Chairman of the Board and President of Pax World Fund,
Incorporated, the President of Pax World Money Market Fund,
Inc., the President of Pax World Management Corp., the
Fund's adviser (the "Adviser"), and the President of H.G.
Wellington & Co., Inc., the Fund's Sub-Adviser (the
"Sub-Adviser"). Mr. Grant has been associated with
Sub-Adviser since 1991 and served previously with the firm
of Fahnestock & Co. for twenty-six years as a partner,
managing director and senior officer. His duties encompassed
branch office management, corporate finance, syndications
and municipal and corporate bonds. Mr. Grant is a graduate
of the University of North Carolina (BA).
JOHN L. KIDDE, age 63, c/o KDM Development Corporation, 1997 1,709
Suite 5-D, 209 Cooper Avenue, Upper Montclair, NJ 07043, is
the President of KDM Development Corporation and has been
associated with that company since 1988.
JOY L. LIECHTY, age 44, 1403 Ashton Court, Goshen, IN 1997 185
46526, is a Client and Sales Advocate with the Mennonite
Mutual Aid Association in Goshen, Indiana. Ms. Liechty has
been associated with that organization since 1980, serving
as the Manager of Client Services from 1980 to 1989. Ms.
Liechty is also a member of the Board of Directors of Pax
World Fund, Incorporated.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
APPROXIMATE FUND
SHARES OWNED
BENEFICIALLY
DIRECTOR AND/OR OF RECORD
NAME, AGE, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 14, 1998
------------------------------------------- -------- -----------------
<S> <C> <C>
*+LAURENCE A. SHADEK, age 48, 14 Wall Street, New York, NY 1997 1,000
10005, the Chairman of the Board of Directors of the Fund,
is also the Chairman of the Board of the Pax World Fund,
Incorporated, an Executive Vice President of Pax World Money
Market Fund, Inc., the Chairman of the Board of Pax World
Management Corp., the Fund's adviser (the "Adviser"), and an
Executive Vice-President of H. G. Wellington & Co., Inc.,
the Fund's Sub-Adviser (the "Sub-Adviser"). Mr. Shadek,
together with members of his family, owns all of the
outstanding shares of capital stock of the Adviser and a
26.67% interest in the Sub-Adviser. Mr. Shadek has been
associated with the Sub- Adviser since March 1986 and was
previously associated with Stillman, Maynard & Co., where he
was a general partner. Mr. Shadek's investment experience
includes twelve years as a limited partner and Account
Executive with the firm Moore & Schley. Mr. Shadek is a
graduate of Franklin & Marshall College (BA) and New York
University, School of Graduate Business Administration
(MBA).
NANCY S. TAYLOR, age 42, 5298 N. Riffle Way, Boise, ID 1997 1,442
83703, is a Senior Minister with the First Congregational
Church in Boise, Idaho and has been associated with that
organization since 1992. Prior to that, Ms. Taylor was an
Associate Minister with the Immanuel Congregational Church
in Hartford, Connecticut for approximately five years. Ms.
Taylor is also a member of the Board of Directors of Pax
World Fund, Inc.
</TABLE>
- ------------------------
* "Interested person", as defined by the Investment Company Act of 1940, as
amended.
+ "Controlling person" of the Adviser.
The Fund currently pays each non-officer Director a fee of $1,000.00, and
each officer Director a fee of $300.00, for attendance at each meeting of the
Board of Directors of the Fund, plus reimbursement for travel expenses incurred
in connection with attending such meetings. Other than the foregoing amounts,
none of the members of the Board of Directors of the Fund receives compensation
from the Fund for services performed as members of the Board of Directors of the
Fund. Director's fees paid by the Fund in 1997 and travel expenses reimbursed by
the Fund to members of the Board of Directors in 1997 aggregated approximately
$6,600.00 and $815.00, respectively, for the period from March 12, 1997 (the
date of incorporation of the Fund) through December 31, 1997. In addition, Mr.
Thomas W. Grant, Ms. Joy L. Liechty, Mr. Laurence A. Shadek and Ms. Nancy S.
Taylor received from Pax World Fund, Incorporated approximately $6,600.00 and
$6,823.00, in the aggregate, for attendance at meetings of the Board of
Directors of Pax World Fund, Incorporated and reimbursement for travel expenses
incurred in connection with attending such meetings, respectively.
All of the issued and outstanding shares of capital stock of the Adviser
are currently owned by Mr. Laurence A. Shadek and his three siblings, Messrs.
Thomas F. Shadek and James M. Shadek and Ms. Katherine Shadek Boyle. In
addition, the Shadek family has a twenty-six and sixty-seven one hundredths
percent (26.67%) ownership interest in the Sub-Adviser, which is a brokerage
firm which the Fund may utilize to execute security transactions. Brokerage
commissions paid by the Fund to the Sub-Adviser during the period July 9, 1997
(the date investment operations commenced) to December 31, 1997
5
<PAGE> 9
totaled $7,700 (30.9% of total commissions for the period). Thomas W. Grant, the
President of the Sub-Adviser, has less than a 5% ownership interest in the
Sub-Adviser.
The Board of Directors of the Fund held a total of three (3) meetings
during the year ended December 31, 1997. The Board has an Audit Committee
consisting of Mr. Carl H. Doerge, Jr. and Ms. Nancy S. Taylor and an Investment
Committee consisting of Messrs. Laurence A. Shadek, Thomas W. Grant and Robert
P. Colin (Portfolio Manager of the Fund). The Audit Committee has responsibility
for overseeing the establishment and maintenance of an effective financial
control environment, for overseeing the procedures for evaluating the system of
internal accounting control and for evaluating audit performance. The Investment
Committee has the responsibility of overseeing the investments of the Fund. The
Fund has no nominating committee or other standing committee. Since the Fund was
newly created in 1997, the functions of the Audit Committee were performed by
the entire Board of Directors of the Fund, which met three (3) times during the
year. Each director attended all of the meetings of the Board of Directors and
the committee upon which they served.
PROPOSAL B -- TO RATIFY THE SELECTION OF PANNELL KERR FORSTER, P.C.
AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE FUND
------------------------
The Board of Directors has unanimously approved the selection of Pannell
Kerr Forster, P.C. ("PKF") as the independent public accountants of the Fund for
the fiscal year ending December 31, 1998 and hereby seeks shareholder
ratification of such selection. PKF has advised the Fund that neither PKF nor
any of its members has, or has had since the inception of the Fund, any
financial interest in the Fund or any relation to the Fund other than their
duties as auditors and accountants. Representatives of PKF are expected to be
present at the Meeting, will be given the opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate
questions.
PROPOSAL C -- TO APPROVE CERTAIN CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT
POLICIES SO AS TO PERMIT THE FUND TO INVEST IN THE
PAX WORLD MONEY MARKET FUND
------------------------
PROPOSAL
The Investment Company Act of 1940, as amended, requires a registered
investment company, including the Fund, to have certain specific investment
policies that cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities. Investment companies may
also elect to designate other policies that may be changed only by a shareholder
vote. Both types of policies are often referred to as "fundamental" policies.
Item Number 4 of the Fund's fundamental investment policies, as set forth
in the Fund's Statement of Additional Information, currently prohibits the Fund
from purchasing 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.
In addition, Item Number 5 of the Fund's fundamental investment policies,
as set forth in the Fund's Statement of Additional Information, currently
prohibits the Fund, with certain exceptions, from purchasing
6
<PAGE> 10
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 (3) years old.
Currently, the Fund invests its excess cash in repurchase agreements. This
proposal seeks shareholder approval of changes to the Fund's fundamental
investment policies so as to permit the Fund to invest all or a portion of those
cash assets in the Pax World Money Market Fund, a socially responsible money
market fund which is being advised by the Adviser for the specific purpose of
assuring that the social responsibility screens used by the Pax World Money
Market Fund are the same as those used by the Fund.
In particular, this proposal would amend Item Number 4 of the Fund's
fundamental investment policies, as set forth in the Fund's Statement of
Additional Information under the heading "Investment Restrictions", to provide
as follows:
The Fund may not ... 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, other than the Pax World Money Market
Fund, (ii) more than twenty-five percent (25%) 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, other
than the Pax World Money Market Fund.
In addition, this proposal would amend Item Number 5 of the Fund's
fundamental investment policies, as set forth in the Fund's Statement of
Additional Information under the heading "Investment Restrictions", to provide
as follows:
The Fund may not... 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 (3) years old,
except that the Fund may invest in securities issued by the Pax World
Money Market Fund, in the securities of any U.S. Government agency or
instrumentality (other than the U.S. Treasury), and in any security
guaranteed by such an agency or instrumentality, the proceeds of which
are earmarked for a specific purpose which complies with the
investment objectives and policies of the Fund, such as the Federal
Farm Credit Bank, the Federal Home Loan Bank and the Federal National
Mortgage Association.
REQUIRED VOTE; REASONS FOR THE DIRECTORS' APPROVAL
The Board of Directors of the Fund considered the proposed changes to the
Fund's fundamental investment policies so as to permit the Fund to invest in the
Pax World Money Market Fund at meetings held on December 10, 1997 and March 31,
1998. The Directors requested and received relevant information from the Adviser
and counsel regarding such changes. Among other things, they considered (1) the
higher yield that could be achieved by the Fund for its shareholders if the Fund
were allowed to invest its cash in a money market fund instead of in repurchase
agreements, and (2) that the Pax World Money Market Fund is a socially
responsible fund that will have the same social screens applied to its
investments that are currently applied to the Fund. The Directors were further
advised that the Adviser would become the adviser to the Pax World Money Market
Fund for the specific purpose of assuring that the social responsibility screens
used by the Pax World Money Market Fund are the same as those applied to the
Fund. In addition, the Shareholders will not be subject to the imposition of
double management fees because the Adviser and the investment sub-adviser for
Pax World Money Market Fund will waive their advisory fee for the Fund in an
amount that offsets the amount of the advisory fees of Pax World Money Market
Fund incurred by the Fund.
7
<PAGE> 11
After review of the information and representations provided them, the
Directors determined that the proposed changes to the Fund's fundamental
investment policies would be in the best interest of the Fund and its
shareholders. The Board of Directors of the Fund believes that the proposed
changes to the Fund's fundamental investment policies will enhance the financial
services provided by the Pax World Fund Family and provide to the Fund and its
shareholders an alternative investment which adheres to the socially responsible
philosophy of the Pax World Fund Family. Accordingly, the Directors present at
the meetings of the Board of Directors held on December 10, 1997 and March 31,
1998 voted unanimously to approve, subject to approval by a "majority of the
Fund's outstanding voting securities", the proposed changes to the Fund's
fundamental investment policies and recommends that the Shareholders similarly
vote in favor. For the purposes of this proposal, the phrase "a majority of the
Fund's outstanding voting securities" 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.
RECOMMENDATION
THE DIRECTORS OF THE FUND BELIEVE THAT THE PROPOSED CHANGES TO THE FUND'S
FUNDAMENTAL POLICIES ARE IN THE BEST INTEREST OF THE FUND AND ITS SHAREHOLDERS
AND, ACCORDINGLY, RECOMMEND THAT SHAREHOLDERS VOTE FOR THE CHANGES TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES AS DISCUSSED ABOVE.
OTHER BUSINESS
The Directors of the Fund are not aware of any other business to be acted
upon at the Meeting other than described herein. It is not anticipated that
other matters will be brought before the Meeting. If, however, other matters are
duly brought before the Meeting, or any adjournments thereof, the persons
appointed as proxies will have discretion to vote or act thereon according to
their best judgment.
EXPENSES OF PROXY SOLICITATION
The cost of the Meeting, including the solicitation of proxies, will be
borne by the Fund. The proposed solicitation of proxies will be made by mail but
supplemental solicitations may be by mail, telephone, or telegraph personally by
officers of the Fund who will not be additionally compensated for providing such
services. It is anticipated that the cost for such supplemental solicitations,
if any, would be nominal. The Fund will forward to any record owners proxy
materials for any beneficial owner that such record owners may request.
ADDITIONAL INFORMATION
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; Pax World Management Corp., 222 State Street, Portsmouth, NH
03801-3853 is the adviser to the Fund; and the Fund's shares are distributed
through a distribution expense plan maintained by the Fund pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended.
8
<PAGE> 12
PAX WORLD GROWTH FUND, INC.
C/O PFPC, INC.
P.O. BOX 9426
WILMINGTON, DE 19899
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 11, 1998
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF PAX WORLD GROWTH FUND, INC.
The undersigned hereby appoints Laurence A. Shadek and/or Lee D.
Unterman as Proxies, each with full powers to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
common stock of Pax World Growth Fund, Inc. held on record by the undersigned on
April 14, 1998, at the annual meeting of shareholders to be held on Thursday,
June 11, 1998 or at any adjournment or adjournments thereof.
PROPOSAL(S)
A) To elect the following six nominees as Directors of the Fund:
Carl H. Doerge, Jr.; Thomas W. Grant; John L. Kidde; Joy L.
Liechty; Laurence A. Shadek; and Nancy S. Taylor
[ ] FOR ALL
[ ] WITHHOLD ALL
[ ] FOR ALL, EXCEPT (As marked below)
-------------------------------------------
Instructions: To withhold authority to vote
for any individual nominee(s), write the
name(s) of such nominee(s) on the line above
B) To ratify the selection of Pannell Kerr Forster, P.C. as the
independent public accountants of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 13
C) To approve certain changes to the Fund's fundamental
investment policies to permit the Fund to invest in the Pax
World Money Market Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
D) In their discretion, on all other business that may properly
come before the Meeting and any adjournment or adjournments
thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please sign on the reverse side
THIS PROXY WILL BE VOTED AS SPECIFIED.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ADOPTION OF PROPOSALS A, B, C AND D AS
SAID PROXIES, AND EACH OF THEM, MAY DETERMINE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE [X]
<PAGE> 14
JUNE 11, 1998 ANNUAL SHAREHOLDERS MEETING
PAX WORLD GROWTH FUND, INC.
Please sign exactly as name appears. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
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Signature(s) of Shareholder(s)
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Signature(s) of Shareholder(s)
Dated: ____________________
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
