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:
/_/ 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
PAX WORLD HIGH YIELD 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:
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<PAGE>
(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):*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/_/ 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:
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(2) Form, Schedule or Registration no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
PAX WORLD HIGH YIELD FUND, INC.
--------------
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
--------------
THURSDAY, JUNE 8, 2000
<PAGE>
TABLE OF CONTENTS
Page
------
President's Letter......................................................... 1
Notice of Annual Meeting................................................... 2
Proxy Statement............................................................ 3
Proposal 1 - To Elect a Board of Six Directors............................ 5
Proposal 2 - To Ratify the Selection of Pannell Kerr Forster PC
as Independent Public Accountants of the Fund................ 8
Other Business............................................................. 8
Expenses of Proxy Solicitation............................................. 8
Security Ownership of Certain Beneficial Owners and Management ............ 9
Additional Information..................................................... 9
<PAGE>
PAX WORLD HIGH YIELD FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
To the Pax World High Yield Fund Shareholders:
As an investor in the Pax World High Yield 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 12:00 p.m. on
Thursday, June 8, 2000 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 PC as the independent public accountants of the Fund for
the year ending December 31, 2000 and (iii) to transact such other business as
may properly come before the Meeting.
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 in the enclosed postage-paid envelope or vote by telephone or
on the internet as described in the enclosed pamphlet as soon as possible. These
proposals are important and your vote is greatly appreciated.
Sincerely,
THOMAS W. GRANT
President
Pax World High Yield Fund, Inc.
April 24, 2000
1
<PAGE>
PAX WORLD HIGH YIELD FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 8, 2000
--------------
Notice is hereby given that the annual meeting (the "Meeting") of the
shareholders of Pax World High Yield Fund, Inc. (the "Fund") will be held at
12:00 p.m. on Thursday, June 8, 2000 at the State Street Bank and Trust Company,
225 Franklin Street, Boston, MA 02110 for the following purposes:
(1) 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;
(2) 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, 2000;
(3) To transact such other business as may properly come before
such annual meeting or any adjournment thereof.
The close of business on April 20, 2000 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 24, 2000
Portsmouth, NH
IF YOU CANNOT ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR
ON THE INTERNET AS DESCRIBED IN THE
ENCLOSED PAMPHLET.
2
<PAGE>
PAX WORLD HIGH YIELD 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 High Yield Fund, Inc. (the "Fund") of
proxies to be used at the Annual Meeting of Shareholders to be held at 12:00
p.m. on Thursday, June 8, 2000 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 20, 2000, the
record date, are entitled to notice of and to vote at the Meeting. As of such
date, there were 684,936.421 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 OR VOTE BY TELEPHONE OR ON THE INTERNET
AS DESCRIBED IN THE ENCLOSED PAMPHLET FOR THIS PURPOSE IN ORDER TO INSURE A
QUORUM AT THE MEETING.
Representatives of Pannell Kerr Forster PC, the Company's independent
public accountants, are expected to be present at the Annual Meeting. They will
have the opportunity to make a statement at the meeting if they desire to do so
and are expected to be available to respond to appropriate questions.
The persons named in the accompanying proxy will vote the same FOR
Proposals 1, 2 and 3 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 1, 2 and 3. 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 8, 2000 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 in 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, 1999 has
3
<PAGE>
already been mailed to Shareholders. Shareholders who 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,
except for (i) H. G. Wellington & Co., Inc., the Fund's distributor and a
brokerage firm the Fund may utilize to execute security transactions,
(ii) Lutheran World Relief Inc., and (iii) Pax World Management Corp., the
Fund's adviser, owned 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 OR VOTE BY TELEPHONE OR ON THE INTERNET
AS DESCRIBED IN THE ENCLOSED PAMPHLET
AS PROMPTLY AS POSSIBLE.
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<PAGE>
PROPOSAL 1 -- 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.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Approximate Fund
Shares Owned
Name, Age, Address and Principal Occupation Director Since Beneficially and/or
of Record on April
20, 2000
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Carl H. Doerge, Jr., age 61, 867 Remsen Lane, Oyster Bay, NY 11771, has 1999 0.000
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. Mr. Doerge is also a member of the
Board of Directors of Pax World Fund, Incorporated and Pax World Growth
Fund, Inc..
- --------------------------------------------------------------------------------------------------------------------
*Thomas W. Grant, age 58, 14 Wall Street, New York, NY 10005, the 1999 0.000
President of the Fund, is also the Vice Chairman of the Board and
President of Pax World Fund, Incorporated, the President of Pax World
Growth Fund, Inc., 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. Mr. Grant
has been associated with H. G. Wellington & Co., Inc. 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). Mr. Grant is also a member of the Board of
Directors of Pax World Fund, Incorporated and Pax World Growth Fund, Inc.
- --------------------------------------------------------------------------------------------------------------------
John L. Kidde, age 65, c/o KDM Development Corporation, Suite 5-D, 209 1999 1,016.043
Cooper Avenue, Upper Montclair, NJ 07043, is the President of KDM
Development Corporation and has been associated with that company since
1988. Mr. Kidde is also a member of the Board of Directors of Pax World
Growth Fund, Inc.
- --------------------------------------------------------------------------------------------------------------------
James M. Large, Jr., age 68, c/o Dime Bancorp, Inc., 589 Fifth Avenue, 1999 0.000
New
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
York, NY 10017, is the Chairman Emeritus, Dime Bancorp, Inc. Mr.
Large was the Chairman of Dime Bancorp, Inc. from 1997 to 1998, the
Chairman and Chief Executive Officer of Dime Bancorp, Inc. from 1995 to
1996, and the Chairman and Chief Executive Officer of Anchor Savings Bank /
Anchor Bancorp from 1989 to 1995.
- --------------------------------------------------------------------------------
*+Laurence A. Shadek, age 50, 14 Wall Street, New York, NY 10005, the 1999 425,044.39#
Chairman of the Board of Directors of the Fund, is also the Chairman of
the Board of Pax World Fund, Incorporated, the Chairman of the Board of
Pax World Growth Fund, Inc., an Executive Vice President of Pax World
Money Market Fund, Inc., the Chairman of the Board of the Adviser, and
an Executive Vice-President of H. G. Wellington & Co., Inc. 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 H. G. Wellington
& Co., Inc. Mr. Shadek has been associated with H. G. Wellington & Co.,
Inc. 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). Mr. Shadek is also a member of
the Board of Directors of Pax World Fund, Incorporated and Pax World
Growth Fund, Inc.
- --------------------------------------------------------------------------------
Esther J. Walls, M.L.S., age 73, Apartment 29-J, 160 West End Avenue, New 1999 0.000
York, NY 10023, was Associate Director of Libraries, State University of
New York, Stoney Brook, Long Island, NY, which position she held from
1974 to 1990. Ms. Walls is also a member of the Board of Directors of
Pax World Fund, Incorporated.
- --------------------------------------------------------------------------------
</TABLE>
* "Interested person", as defined by the Investment Company Act of 1940
as amended.
+ "Controlling person" of the Adviser.
# Includes shares of the Fund owned of record by the Adviser and
H. G. Wellington & Co., Inc.
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 Pax World Fund, Incorporated, Pax
World Growth Fund, Inc., the Fund and Pax World Money Market Fund, Inc. in 1999
and travel expenses reimbursed by Pax World Fund, Incorporated, Pax World Growth
Fund, Inc., the Fund and Pax World Money Market Fund, Inc. in 1999 to members of
the Board of Directors are as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Pax World Fund, Pax World Growth Pax World High Pax World Money
Incorporated Fund, Inc. Yield Fund, Inc. Market Fund, Inc.
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mr. Carl H. Doerge, Jr. $5,327.00 $4,380.00 $0.00 Not Applicable
- ----------------------------------------------------------------------------------------------------------
Mr. Thomas W. Grant $2,136.00 $1,278.00 $0.00 Not Applicable
- ----------------------------------------------------------------------------------------------------------
Mr. John L. Kidde Not Applicable $4,378.00 $0.00 Not Applicable
- ----------------------------------------------------------------------------------------------------------
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Mr. James. M. Large, Jr. Not Applicable Not Applicable $0.00 Not Applicable
- ----------------------------------------------------------------------------------------------------------
Mr. Laurence A. Shadek $2,136.00 $1,278.00 $0.00 Not Applicable
- ----------------------------------------------------------------------------------------------------------
Ms. Esther J. Walls $4,310.00 Not Applicable $0.00 Not Applicable
- ----------------------------------------------------------------------------------------------------------
</TABLE>
All of the issued and outstanding shares of capital stock of Pax World
Management Corp., the Fund's adviser (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
H. G. Wellington & Co., Inc., a brokerage firm that the Fund may utilize to
execute security transactions ("H. G. Wellington"). Brokerage commissions paid
by the Fund to H. G. Wellington during the period October 13, 1999 (the date
investment operations commenced) to December 31, 1999 totaled $1,044 (11.1% of
total commissions for the period). Thomas W. Grant, the President of H. G.
Wellington, has less than a 5% ownership interest in H. G. Wellington.
The Board of Directors of the Fund held a total of two (2) meetings
during the period June 15, 1999 (the date of incorporation of the Fund) and
December 31, 1999. The Board has an Audit Committee consisting of Carl H.
Doerge, Jr. and an Investment Committee consisting of Messrs. Laurence A. Shadek
and Thomas W. Grant and Ms. Diane Keefe (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 1999, the
functions of the Audit Committee and the Investment Committee during the period
June 15, 1999 (the date of incorporation of the Fund) to December 31, 1999 were
performed by the management and officers of the Fund.
Along with those Directors and Officers mentioned above, the following
are Officers of the Fund.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Name, Age, Address and Principal Occupation Position
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Anita D. Green, age 35, c/o Pax World Management Corp. 222 State Street, Portsmouth, NH Assistant
03801-3853, serves as Manager-Shareholder Services for the Pax World Fund Family and Pax Treasurer (since
World Management Corp. (1990-present). Ms. Green is also Co-Treasurer of Pax World 1999)
Management Corp. (1998-present) and Pax World Fund, Incorporated (1998-present) and Assistant
Treasurer of Pax World Growth Fund, Inc. (1997-present) and the Fund (1999-present).
- ------------------------------------------------------------------------------------------------------------------
*James M. Shadek, age 47, 14 Wall Street, New York, NY 10005; serves as an Account Executive Treasurer (since
at H.G. Wellington & Co., Inc. (1986-present) and Senior Vice President for Social Research 1999)
at Pax World Management Corp. (1996-present). Mr. Shadek is also Treasurer of Pax World
Growth Fund, Inc. (1997-present) and the Fund (1999-present).
- ------------------------------------------------------------------------------------------------------------------
Janet Lawton Spates, age 30, c/o Pax World Management Corp., 222 State Street, Portsmouth, Assistant
NH 03801-3853, serves as Operations Manager for the Pax World Fund Family and Pax World Treasurer (since
1999)
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------
Management Corp. (1992-present). Ms. Spates is also Co-Treasurer of Pax World Management
1999) Corp. (1998-present) and Pax World Fund, Incorporated (1998-present) and Assistant
Treasurer of Pax World Growth Fund, Inc. (1997-present) and the Fund (1999-present).
- ------------------------------------------------------------------------------------------------------------------
Lee D. Unterman, age 49, c/o Bresler, Goodman & Unterman, LLP, 521 Fifth Avenue, New York, NY Secretary
Secretary (since 10175, serves as Secretary to the Pax World Fund, Incorporated (1997-present), (since 1999)
Pax World 1999) Growth Fund, Inc. (1997-present) and the Fund (1999-present). Mr. Unterman
is a Partner at the law firm of Bresler Goodman & Unterman, LLP, New York, NY (1997-present)
and was a Partner at the law firm of Broudy & Jacobson, New York, NY (1988-1997).
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
*Designates an "Interested" officer or director, as defined in the Investment
Company Act, by reason of his or her affiliation with the Adviser.
PROPOSAL 2 -- TO RATIFY THE SELECTION OF PANNELL KERR FORSTER PC
AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE FUND
---------------
The Board of Directors has unanimously approved the selection of
Pannell Kerr Forster PC ("PKF") as the independent public accountants of the
Fund for the fiscal year ending December 31, 2000 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.
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
shareholder service representatives and/or 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
-8-
<PAGE>
will forward to any record owners proxy materials for any beneficial owner that
such record owners may request.
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
<S> <C> <C> <C>
Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Class
Common Stock H. G. Wellington & Co., Inc. 53,257.292 7.776%
14 Wall Street shares of the Common
New York, NY 10005 Stock of the Fund
Common Stock Lutheran World Relief Inc. 37,313.433 5.448%
700 Light Street shares of the Common
Baltimore, MD 21230 Stock of the Fund
Common Stock Pax World Management Corp. 371,787.100 54.281%
222 State Street shares of the Common
Portsmouth, NH 03601 Stock of the Fund
</TABLE>
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; the Fund's shares are
distributed through a distribution expense plan maintained by the Fund pursuant
to Rule 12b-1 of the Act; and H.G. Wellington & Co., Inc., 14 Wall Street, New
York, NY 10005, serves as distributor of the Fund's shares and, for nominal
consideration and as agent for the Fund, solicits orders for the purchase of
Fund shares, provided, however, that orders are not binding on the Fund until
accepted by the Fund as principal.
-9-
<PAGE>
PAX WORLD HIGH YIELD 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 8, 2000
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF PAX WORLD HIGH YIELD 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 High Yield Fund, Inc. held on record by the
undersigned on April 20, 2000, at the annual meeting of shareholders to be held
on Thursday, June 8, 2000 or at any adjournment or adjournments thereof.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: Please sign exactly as name
appears above. 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. PLEASE DO NOT INDICATE
ADDRESS CORRECTIONS OR CHANGES,
REGISTRATION CHANGES OR ANY OTHER
INFORMATION ON THIS CARD.
------------------------------------
Signature
------------------------------------
Signature of joint owner, if any
, 2000
------------------------------
Date
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE
OR VOTE BY TELEPHONE OR ON THE INTERNET AS
DESCRIBED IN THE ENCLOSED PAMPHLET.
<PAGE>
PAX WORLD HIGH YIELD FUND, INC.
ANNUAL SHAREHOLDERS MEETING - JUNE 8, 2000
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ADOPTION OF PROPOSALS 1, 2 AND 3 AS SAID PROXIES, AND EACH
OF THEM, MAY DETERMINE.
PROPOSALS:
1. To elect the following six nominees as Directors of the Fund:
01 Carl H. Doerge, Jr. 02 Thomas W. Grant 03 John L. Kidde
04 James M. Large, Jr. 04 Laurence A. Shadek 05 Esther J. Walls
[ ] FOR ALL
[ ] WITHHELD ALL
[ ] FOR ALL EXCEPT
To withhold authority to vote for any individual
nominee(s), mark the "For All Except" box and write
the nominee(s) number on the line below:
----------------------------------------------
2. To ratify the selection of Pannell Kerr Forster PC as the independent
public accountants of the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. 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
<PAGE>
Your Proxy vote is important!
And now you can vote your Proxy by TELEPHONE or on the INTERNET.
It saves Money! Telephone and internet voting saves postage costs,
which can help minimize Fund expenses.
It saves Time! Telephone and internet voting is instantaneous - 24
hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it, and your Proxy card, on
hand;
2. Call 1-800-597-7836 (toll free) or go to the following website:
https://vote.proxy-direct.com;
3. Enter the 14 digit Control Number that appears on your
Proxy card;
4. Follow the recorded or on-screen instructions; and
5. DO NOT mail your Proxy when you vote by telephone or on the
internet.
[PAX WORLD LOGO]
