PAX WORLD GROWTH FUND INC
N-30D, 1999-08-16
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                                                           PAX WORLD GROWTH FUND
                                                              SEMI-ANNUAL REPORT

                                ----------------
                                      PAX
                                     WORLD
                                     GROWTH
                                      FUND
                                     [Logo]
                                ----------------

                                  SEMI-ANNUAL
                                     REPORT
                                 June 30, 1999

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

 PAX WORLD GROWTH FUND
A LOW-LOAD DIVERSIFIED GROWTH FUND

INVESTMENT ADVISER--
Pax World Management Corp.
222 State Street
Portsmouth, NH 03801-3853

TRANSFER AND DIVIDEND DISBURSING AGENT--
PFPC, Inc.
P.O. Box 8950
Wilmington, DE 19899-8950

GENERAL COUNSEL--
Bresler Goodman & Unterman, LLP
521 Fifth Avenue
New York, NY 10175

INDEPENDENT AUDITORS--
Pannell Kerr Forster PC
125 Summer Street
Boston, MA 02110-2326

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

                                 -------------
                                      PAX
                                     WORLD
                                      FUND
                                     FAMILY
                                     [Logo]
                                 -------------

                                222 State Street
                           Portsmouth, NH 03801-3853
                                WWW.PAXFUND.COM

                   For General Fund Information, please call:
                                 1-800-767-1729

               For Shareholder Account Information, please call:
                                 1-800-372-7827

                       For Broker Services, please call:
                                 1-800-635-1404

                 All Account Inquiries should be addressed to:
                             Pax World Fund Family
                                 P.O. Box 8930
                              Wilmington, DE 19899




                                [Recycling Logo]
                      Printed in the USA on recycled paper


                                       1
<PAGE>



Dear Pax World Growth Fund Shareholders:

     The first half of 1999 saw  reasonably  good results and a nice increase in
our asset base.  As of June 30, 1999,  our  shareholders  had slightly less than
sixteen  million  dollars under  management by the Pax World Growth Fund and our
year-to-date  performance  was a positive 7.91% (5.17% after  deducting the 2.5%
front-end load) versus the S&P 400 MidCap return of 6.22%.

     In the months ahead,  we will continue to seek out quality  companies  that
have solid  earnings  viability and superior  long-term  prospects.  At the same
time, we expect to find some new investment  opportunities in companies that are
currently out of favor, including international companies, technology stocks and
Internet-related issues.

     Over the past six months the Fund has seen an  increase in the level of its
social  activity.  Anita  Green,  our Director of Social  Research,  has been an
active  member of several  groups  that are  working  to  broaden  the impact of
socially responsible  investing.  To cite one example, the Pax World Fund Family
signed on with the Corporate Sunshine Group which lobbies for improved corporate
environmental  reporting.  Our  participation  in  corporate  dialogue  is  also
expected to increase, in keeping with the overall research activities of the Pax
World Fund Family.

     The  managers of the Pax World  Growth Fund are ever  mindful of the Fund's
socially  responsible  roots and will  continue to follow and  improve  upon our
original guidelines.

     Respectfully,






         /s/Laurence A. Shadek              /s/Thomas W. Grant
         ---------------------              ------------------
         Laurence A. Shadek                 Thomas W. Grant
         Chairman                           President


July 30, 1999

                                       2
<PAGE>


ASSET ALLOCATION, JUNE 30, 1999

(PIE CHART)

U.S. Common Stocks - 68%
Cash & Equivalents - 22%
Foreign Common Stocks - 10%



SECURITY DIVERSIFICATION, JUNE 30, 1999

(PIE  CHART)

Technology - 23%
Consumer - 19%
Money Markets - 15%
Telecommunications  -  12%
Health  Care  -  11%
Financial  -  7%
Energy  - 4%
Industrial/Commercial - 2%



PORTFOLIO HIGHLIGHTS
SIX MONTHS ENDED 6/30/99

KEY STATISTICS

Change in NAV ($11.13
to $12.01).....................$0.88

12 Month Total Return*
(6/30/98 - 6/30/99)...........12.66%

6 Month Total Return*
(12/31/98 - 6/30/99)...........5.17%

Net Increase in Net Assets
Resulting from
Operations................$1,090,623

Total Net Assets.........$15,779,944

*Figures  for the Pax World  Growth Fund include the effects of the maximum 2.5%
sales charge.

TEN LARGEST STOCK HOLDINGS

                          PERCENT OF
COMPANY                   NET ASSETS

America Online Inc..............4.6%
Nextel Communications
 Inc............................3.8%
Readers Digest
 Association Inc................3.8%
Sprint Corp. (PCS Group)........3.6%
Sanmina Corp....................3.6%
AVT Corp. ......................3.6%
Telefonos de Mexico
 "L"ADS.........................3.6%
GM Hughes Electronics ..........3.6%
MediaOne Group Inc..............3.5%
Symbol Technologies Inc.........3.5%

Total..........................37.2%


                                       3



<PAGE>






ANNUAL MEETING OF SHAREHOLDERS

     An Annual Meeting of the  Shareholders of the Fund was held at 9:45 a.m. on
Thursday, June 10, 1999 at the State Street Bank and Trust Company, 225 Franklin
Street,  Boston,  MA 02110.  The matters voted upon and the number of votes cast
for,  against  or  withheld,  as well as the  number of  abstentions  and broker
non-votes as to each matter, are as follows:

     (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:

Carl H. Doerge, Jr.
   For:                          670,226.882
   Against:                       14,089.905
   Abstain:                            0.000
   Broker Non-Votes:                   0.000

Thomas W. Grant
   For:                          670,418.959
   Against:                       13,897.828
   Abstain:                            0.000
   Broker Non-Votes:                   0.000

John L.  Kidde
   For:                          666,226.651
   Against:                       18,090.136
   Abstain:                            0.000
   Broker Non-Votes:                   0.000

Joy L. Liechty
   For:                          671,831.841
   Against:                       12,484.946
   Abstain:                            0.000
   Broker Non-Votes:                   0.000

Laurence A. Shadek
   For:                          669,476.114
   Against:                       14,840.673
   Abstain:                            0.000
   Broker Non-Votes:                   0.000

Nancy S. Taylor
   For:                          670,367.828
   Against:                       13,948.959
   Abstain:                            0.000
   Broker Non-Votes:                   0.000

(constituting all of the members of the Board of Directors of the Fund);

     (B) to ratify the  selection  by the Board of  Directors  of  Pannell  Kerr
Forster PC as the independent public accountants of the Fund for the year ending
December 31, 1999:

                   For:                          650,093.724
                   Against:                        2,977.030
                   Abstain:                       31,246.033
                   Broker Non-Votes:                   0.000

     (C) to transact such other business as may properly come before such annual
meeting or any adjournment thereof:

                   For:                          605,002.492
                   Against:                        7,609.489
                   Abstain:                       71,704.806
                   Broker Non-Votes:                   0.000

                                       4

<PAGE>



                           PAX WORLD GROWTH FUND, INC.
                       SCHEDULE OF INVESTMENTS (UNAUDITED)
                                  June 30, 1999
<TABLE>
<CAPTION>

                                                           NUMBER OF                          PERCENT OF
NAME OF ISSUER AND TITLE OF ISSUE                            SHARES             VALUE         NET ASSETS
- ------------------------------------------------------------------------------------------------------------
             COMMON STOCKS
<S>                                                       <C>             <C>                   <C>

BIO-TECHNOLOGY
   Amgen, Inc........................................         7,500        $     456,562
   BioChem Pharmaceuticals, Inc......................        10,000              187,500
                                                                           -------------
                                                                                 644,062        4.1%
                                                                           -------------

CONSUMER PRODUCTS AND SERVICES
   Crestline Capital Corp............................         15,000             252,187
   Host Marriott Corp................................         25,000             296,875
   Koninklijke Philips Electronics, NV...............          4,600             464,025
   MediaOne Group, Inc...............................          7,500             557,813
   Reader's Digest Association, Inc..................         15,000             596,250
   Suiza Foods Corp..................................         10,000             418,750
   Sylvan Learning Systems, Inc......................         15,000             407,812
                                                                           -------------
                                                                               2,993,712       19.0
                                                                           -------------

DATA/NETWORK PRODUCTS AND SERVICES
   America Online, Inc...............................          6,500             720,038
   AVT Corp..........................................         15,000             568,125
   Juniper Networks, Inc.............................            500              74,500
   Network Associates, Inc...........................         10,000             146,875
   Newbridge Networks Corp...........................         10,000             287,500
                                                                           -------------
                                                                               1,797,038       11.4
                                                                           -------------

ELECTRONIC SYSTEMS AND SERVICES
   Robotic Vision Systems, Inc.......................         25,000              93,750
   Sanmina Corp......................................          7,500             569,062
   Symbol Technologies, Inc..........................         15,000             553,125
                                                                           -------------
                                                                               1,215,937        7.7
                                                                           -------------

ENERGY
   Baker Hughes, Inc.................................         15,000             502,500
   EEX Corp..........................................         10,000              69,375
                                                                          --------------
                                                                                 571,875        3.6
                                                                           -------------

FINANCIAL
   H&R Block, Inc....................................        10,000              500,000
   Unum Corp.........................................        10,000              547,500
                                                                           -------------
                                                                               1,047,500        6.6
                                                                           -------------
</TABLE>

                                       5

<PAGE>



PAX WORLD GROWTH FUND, INC.
SCHEDULE OF INVESTMENTS (UNAUDITED), CONTINUED

<TABLE>
<CAPTION>

                                                           NUMBER OF                          PERCENT OF
NAME OF ISSUER AND TITLE OF ISSUE                            SHARES             VALUE         NET ASSETS
- ------------------------------------------------------------------------------------------------------------
     COMMON STOCKS, continued
<S>                                                       <C>             <C>                   <C>

HEALTH CARE
   Sunrise Assisted Living, Inc......................        15,000         $    523,125        3.3%
                                                                            ------------

INDUSTRIAL - COMMERCIAL
   Airborne Freight..................................        15,000              415,313        2.6
                                                                           -------------

MEDICAL DEVICES/PHARMACEUTICALS
   INCYTE Pharmaceuticals, Inc.......................         10,000             264,375
   Steris Corp.......................................         15,000             290,625
                                                                           -------------
                                                                                 555,000        3.5
                                                                           -------------

SATELLITE SYSTEMS
   GM Hughes Electronics.............................        10,000              562,500        3.6
                                                                           -------------

TELECOMMUNICATIONS
   Nextel Communications, Inc........................        12,000              602,250
   Qwest Communications International, Inc..........          7,500              247,969
   Sprint Corp. (PCS Group)..........................        10,000              571,250
   Telefonos de Mexico "L" ADS ......................         7,000              565,688
                                                                           -------------
                                                                               1,987,157       12.6
                                                                           -------------     -------

     TOTAL COMMON STOCKS                                                      12,313,219       78.0
                                                                            ------------     -------

           MONEY MARKET SHARES

Pax World Money Market Fund..........................     2,384,479            2,384,479       15.1
                                                                            ------------      ------

     TOTAL INVESTMENTS...............................                         14,697,698       93.1

Cash, receivables and deferred costs less
   liabilities.......................................                          1,082,246        6.9
                                                                           -------------     -------

     NET ASSETS......................................                        $15,779,944      100.0%
                                                                           -------------     -------
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.


                                       6
<PAGE>



                           PAX WORLD GROWTH FUND, INC.
                 STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
                                  June 30, 1999

<TABLE>
<CAPTION>
                                     ASSETS

Investments, at value - note A
<S>                                                                                              <C>
     Common stocks (cost - $10,396,917).................................................         $12,313,219
     Pax World Money Market Fund (cost - $2,384,479)....................................           2,384,479
                                                                                                 -----------
                                                                                                  14,697,698

Cash....................................................................................           1,519,074

Receivables
     Dividends and interest.............................................................              22,196
     Reimbursement of expenses from Adviser.............................................              28,432

Organization costs - note A.............................................................               3,000
Deferred offering costs - note A........................................................              25,288
Deferred registration fees - note A ....................................................              12,907
                                                                                                 -----------

         Total assets...................................................................          16,308,595
                                                                                                 -----------

                                   LIABILITIES

Payables
     Investment securities purchased....................................................             487,045
     Organization costs, deferred offering costs and deferred registration fees
         payable to Adviser - note A....................................................              41,195

Accrued expenses........................................................................                 411
                                                                                                 -----------

         Total liabilities..............................................................             528,651
                                                                                                 -----------

              Net assets (equivalent to $12.01 per share based on
                  1,314,309 shares of capital stock outstanding) - note E...............         $15,779,944
                                                                                                 -----------

              Net asset value and redemption price per share
                  ($15,779,944 / 1,314,309 shares outstanding)..........................            $12.01
                                                                                                    ------

              Offering price per share..................................................            $12.32
                                                                                                    ------

SEE NOTES TO FINANCIAL STATEMENTS.

</TABLE>

                                       7
<PAGE>



                           PAX WORLD GROWTH FUND, INC.
                       STATEMENT OF OPERATIONS (UNAUDITED)
                         Six Months Ended June 30, 1999
<TABLE>
<CAPTION>

Investment income
<S>                                                                         <C>                  <C>
     Income - note A
         Dividends
              Pax World Money Market Fund..............................     $    34,692
              Other Investments........................................          36,410
                                                                            ------------

                  Total income.........................................                          $    71,102

     Expenses
         Investment advisory fee - note B..............................          65,332
         Distribution expenses - note D ...............................          42,786
         Transfer agent fee............................................          36,996
         Registration fees - note A....................................          29,077
         Legal fees and related expenses - note B......................          28,665
         Audit fees....................................................          25,733
         Custodian fees - note F.......................................          22,781
         Printing and postage..........................................          14,803
         Directors' fees and expenses - note B.........................           9,324
         Amortization of organizational costs, deferred offering
              costs and deferred registration fees - note A............           6,866
         Other.........................................................           4,588
                                                                            -----------

              Total expenses...........................................         286,951

              Less: Fees paid indirectly - note F......................          (4,796)
                     Expenses assumed by Adviser - notes B
                        and G..........................................        (178,458)
                                                                            -----------

                    Net expenses.......................................                              103,697
                                                                                                 -----------

              Investment (loss), net...................................                              (32,595)
                                                                                                 -----------

Realized and unrealized gain on investments - note C
     Net realized gain on investments..................................                              468,662
Unrealized appreciation of investments for the period .................                              654,556
                                                                                                 -----------

              Net gain on investments..................................                            1,123,218
                                                                                                 -----------

              Net increase in net assets resulting from operations.....                          $ 1,090,623
                                                                                                 -----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


                                       8

<PAGE>



                           PAX WORLD GROWTH FUND, INC.
                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                              Six Months          Year Ended
                                                                 Ended           December 31,
                                                             June 30, 1999           1998
                                                             -------------           ----
                                                              (Unaudited)
<S>                                                          <C>                <C>
Increase in net assets
     Operations
         Investment (loss), net ....................         $    (32,595)      $    (49,159)
         Net realized gain on investments ..........              468,662                192
         Change in unrealized appreciation
              of investments for the period ........              654,556          1,481,290
                                                             ------------       ------------
              Net increase in net assets
                  resulting from operations ........            1,090,623          1,432,323
     Capital share transactions - note E ...........            2,317,230          6,334,540
                                                             ------------       ------------
              Net increase in net assets ...........            3,407,853          7,766,863

Net assets
     Beginning of period ...........................           12,372,091          4,605,228
                                                             ------------       ------------
     End of period (including accumulated
         investment loss, net: $88,067 and
         $55,472, respectively) ....................         $ 15,779,944       $ 12,372,091
                                                             ------------       ------------

SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>


                                       9
<PAGE>



                           PAX WORLD GROWTH FUND, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  June 30, 1999

NOTE A - ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES

ORGANIZATION

     Pax World Growth Fund, Inc. ("Fund"), incorporated in Delaware on March 12,
1997, is a diversified,  open-end management investment company registered under
the Investment Company Act of 1940, as amended. The Fund commenced operations on
June 9, 1997 with the  issuance of 10,000  shares of capital  stock to Pax World
Management  Corp.,  the  Fund's  Adviser  ("Adviser").   Investment   operations
commenced July 9, 1997.
     The Fund's policy is to invest in securities of companies  producing  goods
and  services  that improve the quality of life and that are not, to any degree,
engaged in manufacturing  defense or  weapons-related  products.  Its 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.

VALUATION OF INVESTMENTS

     Securities listed on any national, regional or local exchange are valued at
the closing prices on such exchanges.  Securities  listed on the NASDAQ national
market system are valued using  quotations  obtained from the market maker where
the security is traded most extensively. Shares in money market funds are valued
at $1 per share.

INVESTMENT TRANSACTIONS

     Investment  transactions  are recorded as of the date of purchase,  sale or
maturity.  Net realized gains and losses are  determined on the identified  cost
basis, which is also used for Federal income tax purposes.

INVESTMENT INCOME

     Dividend income is recognized on the ex-dividend  date.  Interest income is
recognized on the accrual basis.

ORGANIZATION COSTS

     Costs  incurred in connection  with the  organization  of the Fund ($5,000)
were paid by the Adviser.  These costs were  capitalized and are being amortized
on a  straight-line  basis over 60 months from July 9, 1997, the date investment
operations commenced; a corresponding payable to the Adviser was recorded by the
Fund.  The  costs  will  be  repaid  to  the  Adviser  in  accordance  with  the
amortization  schedule.  Amortization  expense of $500 for the six months  ended
June 30, 1999, is included on the statement of operations.  Reference is made to
note G.


                                       10
<PAGE>



PAX WORLD GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

DEFERRED OFFERING COSTS

     Costs incurred in connection with the initial offering of the Fund's shares
($42,148) were paid by the Adviser. These costs were capitalized by the Fund and
are being amortized on a  straight-line  basis over 60 months from July 9, 1997,
the date investment operations commenced; a corresponding payable to the Adviser
was  recorded  by the  Fund.  These  costs  will be  repaid  to the  Adviser  in
accordance with the amortization  schedule.  Amortization  expense of $4,215 for
the six months ended June 30, 1999, is included on the statement of  operations.
Reference is made to note G.

DEFERRED REGISTRATION FEES

     Initial state  registration  fees were paid by the Adviser.  The portion of
the fees  incurred for the initial  registration  of the Fund with the 50 states
and the Commonwealth of Puerto Rico ($21,511), as distinguished from the portion
which  represents the recurring,  annual fee, was capitalized by the Fund and is
being amortized on a  straight-line  basis over 60 months from July 9, 1997, the
date investment operations commenced; a corresponding payable to the Adviser was
recorded by the Fund.  These  costs will be repaid to the Adviser in  accordance
with the  amortization  schedule.  Amortization  expense  of $2,151  for the six
months  ended  June 30,  1999,  is  included  on the  statement  of  operations.
Reference is made to note G.
     All recurring, annual fees are included on the statement of operations.

REPURCHASE AGREEMENTS

     The Fund may enter  into  repurchase  agreements.  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 be  fully
collateralized  at all  times  by  obligations  issued  or  guaranteed  by  U.S.
Government agencies and  instrumentalities  (other than the U.S. Treasury) 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. The Fund has not experienced any such losses.  There were no
repurchase agreements outstanding at June 30, 1999.

FEDERAL INCOME TAXES

     The  Fund's  policy  is to comply  with the  requirements  of the  Internal
Revenue  Code that are  applicable  to  regulated  investment  companies  and to
distribute substantially all its taxable income to its shareholders.  Therefore,
no Federal income tax provision is required.

DISTRIBUTIONS TO SHAREHOLDERS

     Distributions  to  shareholders,  if any,  are  recorded by the Fund on the
ex-dividend  dates.  There were no distributions  made in 1998 because (1) there
was a net  investment  loss for 1998 and (2) the net  capital  gain for 1998 was
$192.

                                       11

<PAGE>



PAX WORLD GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

ACCOUNTING ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

NOTE B - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Pursuant to an Advisory  Agreement  ("Agreement")  between the Fund and the
Adviser,  the Adviser furnishes  investment advisory services in connection with
the  management of the Fund.  Under the 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,  the  Adviser  will be
compensated  by the Fund for its  services at an annual rate of $25,000;  in the
event  that  average  net  assets  of the Fund  are  equal  to or in  excess  of
$5,000,000,  the annual investment  Advisory fee will be 1% of its average daily
net assets on the first  $25,000,000 and 3/4% of its average daily net assets in
excess of that amount.  Two officers,  who are also  directors of the Fund,  are
also  officers  and  directors  of  the  Adviser  and  H.G.  Wellington  Capital
Management, a division of H.G. Wellington & Co., Inc.  ("Sub-Adviser").  Another
officer of the Fund,  who is not a director of the Fund,  is also an officer and
director of the Adviser.  Two other  officers of the Fund, who are not directors
of the Fund, are also officers of the Adviser.
     The Adviser has 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 1.5% of the  average  daily net
asset value of the Fund per annum.  Such  expenses  include (i)  management  and
distribution fees; (ii) the fees of affiliated and 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) the reimbursement of organization
expenses; and (vi) 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.
The Adviser was required to supply and assume a total of $143,015 and  $286,966,
respectively,  for such  services for the six months ended June 30, 1999 and the
year ended December 31, 1998. Additionally,  the Adviser assumed, on a voluntary
basis, expenses of $35,443 and $41,381,  respectively,  for the six months ended
June 30, 1999 and the year ended December 31, 1998. Reference is made to note G.
     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.  The  Sub-Adviser  is
compensated by the Adviser without reimbursement from the Fund.


                                       12

<PAGE>



PAX WORLD GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

     All Directors are paid by the Fund for attendance at directors' meetings.
     During the six months ended June 30, 1999, the Fund incurred legal fees and
related  expenses  of $28,665  with  Bresler  Goodman & Unterman,  LLP,  general
counsel for the Fund.  Mr. Lee Unterman,  a partner with that firm, is Secretary
of the Fund.
     All of the  Adviser's  capital  stock is currently  owned by four  siblings
whose family has an ownership  interest in the Sub-Adviser,  which is a division
of the brokerage firm which the Fund utilizes to execute security  transactions.
Brokerage  commissions  paid to this firm  during the six months  ended June 30,
1999  and  the  year  ended  December  31,  1998  totaled  $9,367  and  $20,799,
respectively (30.8% and 31.1% of total commissions for the respective periods).
     At the June 11, 1998 Annual Meeting,  shareholders  approved changes to the
Fund's  investment  policies to permit the Fund to invest in the Pax World Money
Market Fund, which is also managed by the Adviser.

NOTE C - INVESTMENT  TRANSACTIONS

     Purchases  and proceeds  from sales of  investments,  excluding  short-term
investments,  aggregated  $6,921,066 and $5,891,591,  respectively,  for the six
months ended June 30, 1999. There were no U.S. Government agency bonds purchased
or sold during the period.
     Net realized  gain or loss on sales of  investments  is  determined  on the
basis of  identified  cost.  If  determined  on an average  cost basis,  the net
realized  gain  for  the six  months  ended  June  30,  1999,  would  have  been
approximately the same.
     For Federal income tax purposes,  the identified cost of investments  owned
at June 30, 1999 was $12,781,396. Gross unrealized appreciation and depreciation
of investments  aggregated  $2,786,186 and $869,884,  respectively,  at June 30,
1999, resulting in net unrealized appreciation of $1,916,302.

NOTE D - DISTRIBUTION EXPENSES

     The Fund maintains a distribution expense plan pursuant to Rule 12b-1 under
the  Investment  Company  Act of 1940,  as  amended,  pursuant to which the Fund
incurs the expenses of distributing  the Fund's shares.  These expenses  include
(but are not limited to) advertising expenses,  the cost of printing and mailing
prospectuses to potential investors, 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,  compensation  to and  expenses
incurred  by  officers,  directors  and/or  employees  of  the  Fund  for  their
distributional services and indirect and overhead costs associated with the sale
of Fund shares (including,  but not limited to, travel and telephone  expenses).
The Plan  provides  that (i) up to  twenty-five  one  hundredths  of one percent
(.25%) of the average  daily net assets of the Fund per annum may be used to pay
for personal  service and/or the  maintenance of shareholder  accounts  (service
fee) and (ii) total  distribution  fees  (including the service fee of .25%) may
not exceed thirty-five one hundredths of one percent (.35%) of the average daily
net  assets  of the Fund per  annum.  The Plan may be  terminated  at any  time,
without  penalty,  by (a) the vote of 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 or
(b) the vote of the holders of a majority of the outstanding shares of the Fund.
If the  Plan is  terminated,  the  payment  of fees to  third  parties  would be
discontinued at that time.

                                       13

<PAGE>




PAX WORLD GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

NOTE E - CAPITAL AND RELATED  TRANSACTIONS

     Transactions in capital stock were as follows:
<TABLE>
<CAPTION>


                                               Six Months Ended                    Year Ended
                                                 June 30, 1999                  December 31, 1998
                                                 -------------                  -----------------
                                            Shares         Dollars            Shares          Dollars
                                            ----------------------            -----------------------
                                                  (Unaudited)

<S>                                         <C>          <C>                  <C>          <C>
Shares sold.........................        290,079      $ 3,313,509          772,823      $  7,699,550

Shares redeemed.....................        (87,541)        (996,279)        (137,836)       (1,365,010)
                                          ---------      -----------        ---------      ------------

Net increase .......................        202,538      $ 2,317,230          634,987      $  6,334,540
                                           --------      -----------        ---------      ------------

</TABLE>
<TABLE>
<CAPTION>
      The components of net assets at June 30, 1999 (unaudited), are as follows:
<S>                                                                                             <C>
         Paid-in capital (25,000,000 shares of $1 par value authorized).................        $13,482,810
         Accumulated net investment (loss)..............................................            (88,067)
         Undistributed capital gains....................................................            468,899
         Net unrealized appreciation of investments.....................................          1,916,302
                                                                                                -----------

                  Net assets............................................................        $15,779,944
                                                                                                -----------
</TABLE>

NOTE F - CUSTODIAN BANK AND CUSTODIAN FEES

     State Street Bank and Trust  Company is the  custodian  bank for the Fund's
assets.  The  custodian  fees  charged by the bank are  reduced,  pursuant to an
expense  offset  arrangement,  by an  earnings  credit  which is based  upon the
average cash  balances  maintained at the bank. If the Fund did not have such an
offset  arrangement,  it could  have  invested  the  amount of the  offset in an
income-producing asset.


                                       14
<PAGE>

PAX WORLD GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

NOTE G - EXPENSES ASSUMED BY ADVISER

     The Adviser  has assumed  certain  expenses  incurred by the Fund,  some in
accordance with the Advisory Agreement (note B) and others on a voluntary basis,
as follows:
<TABLE>
<CAPTION>
<S>                                                                                            <C>
     Expenses assumed by the Adviser in accordance with the Advisory Agreement,
       including amortization of the organization costs for the period ($500).............     $143,015
     Expenses assumed by the Adviser on a voluntary basis
       Recurring registration fees........................................................       29,077
       Amortization of deferred offering costs............................................        4,215
       Amortization of deferred registration fees.........................................        2,151
                                                                                               --------
       Total expenses assumed by Adviser..................................................     $178,458
                                                                                               --------
</TABLE>
     The  expenses  assumed on a voluntary  basis had the effect of reducing the
ratio of net expenses (after  subtracting the expenses assumed by the Adviser in
accordance  with the  Advisory  Agreement)  to average  net assets from 2.02% to
1.50% for the six months  ended June 30, 1999.  (The ratio of total  expenses to
average net assets which is required  disclosure in the financial  highlights is
based upon total expenses for the year after subtracting the expenses assumed by
the Adviser but before the  reduction  of custodian  fees for the income  earned
pursuant  to an  expense  offset  arrangement.  This  ratio is 1.57% for the six
months ended June 30, 1999.)
     Reference is made to notes A and B.

NOTE H - YEAR 2000 (Unaudited)

     State  Street  Bank and Trust  Company  (the  custodian),  PFPC  Inc.  (the
transfer  agent) and the Adviser all  currently  use a wide  variety of computer
programs and devices which represent the calendar year portion of dates by their
last  two  digits.  These  programs  and  devices  are  critical  to the  Fund's
operations. Calculations performed with these truncated date fields may not work
properly with dates from 2000 and beyond.
     These entities are in the process of executing  detailed plans to modify or
replace  significant  applications as necessary to ensure Year 2000  compliance.
All necessary systems  modifications and testing are expected to be completed by
fall 1999. The Fund does not expect to incur any costs relating to the year 2000
conversion.

                                       15

<PAGE>



               PAX WORLD GROWTH FUND, INC. - FINANCIAL HIGHLIGHTS

The following  per share data,  ratios and  supplemental  data have been derived
from information  provided in the financial statements and the Fund's underlying
financial records.

1.   PER SHARE COMPONENTS OF THE NET CHANGE DURING THE PERIOD IN NET ASSET VALUE
     (BASED UPON AVERAGE NUMBER OF SHARES OUTSTANDING).

<TABLE>
<CAPTION>
                                                                                       Period June 9, 1997
                                                                                      (The Date Operations
                                           Six Months Ended          Year Ended           Commenced) to
                                             June 30, 1999        December 31, 1998     December 31, 1997
                                            --------------        -----------------     ------------------
                                              (Unaudited)

<S>                                             <C>                   <C>                   <C>
   Net asset value, beginning
       of period........................         $11.13                $ 9.66                 $10.00
                                                 ------                ------                 ------

    Gain (loss) from investment
     operations
      Investment (loss), net............          (.02)                 (.04)                  (.01)
      Realized and unrealized gain
       (loss) on investments, net.......           .90                   1.51                  (.33)
                                                 -----                   ----                  ----
      Gain (loss) from investment
       operations.......................            .88                  1.47                  (.34)
                                                  -----                  ----                  ----

   Net asset value, end of period.......         $12.01                $11.13                 $ 9.66
                                                 ------                ------                 ------

2.  TOTAL RETURN .......................          7.91%                15.22%                (3.40)%

3.  RATIOS AND SUPPLEMENTAL DATA

    Ratio of total expenses to average
     net assets (A)(B)..................          1.57%                 1.62%                  1.49%

    Ratio of investment (loss), net, to
     average net assets (A).............         (.47)%                (.61)%                 (.56)%

    Portfolio turnover rate.............         56.81%                96.72%                 50.79%

    Net assets, end of period ('000s)...        $15,780               $12,372               $  4,605

    Number of capital shares
     outstanding, end of period ('000s)           1,314                 1,112                    477

</TABLE>

(A)  These  ratios have been  annualized  for the six months ended June 30, 1999
     and the period ended December 31, 1997.
(B)  Total expenses, net of expenses assumed by the Adviser.



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