Registration No. 2-38679
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
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Post-Effective Amendment No. 37 [X]
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REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 37 [X]
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Pax World Fund, Incorporated
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(Exact Name of Registrant as Specified in Charter)
224 State Street, Portsmouth, N.H. 03801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (603) 431-8022
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Luther E. Tyson, President, 224 State Street, Portsmouth, N.H. 03801
- --------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate date of proposed public offering:
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It is proposed that this Filing will become effective:
[X] Immediately upon filing pursuant to paragraph (b)(1)(VII) of Rule 485; or
[ ] 60 days after filing pursuant to paragraph (a); or
[ ] On ______________, pursuant to paragraph (b); or
[ ] On______________, pursuant to paragraph (a) of Rule 485.
Registrant, pursuant to Investment Company Act Rule 24f-2, has elected to
register under the Securities Act of 1933, an indefinite number of shares of its
$1 par value Common Stock.
TABLE OF CONTENTS
N-1A
Part B ..................................... Statement of Additional Information
Part C ..................................... Other Information
Signature Page
PAX WORLD FUND
INCORPORATED
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PART B
STATEMENT OF ADDITIONAL INFORMATION
Pax World Fund, Incorporated
AMENDMENT DATED OCTOBER 21, 1996
At the special meeting of shareholders held on September 27, 1996, a new
Investment Advisory Agreement between the Fund and the new owners of Pax World
Management Corp. was approved. The Advisory Agreement as approved contains the
same provisions as the prior agreement.
A special meeting of the Board of Directors followed the shareholders meeting
and the following occurred: Luther E. Tyson, J. Elliott Corbett and Anthony S.
Brown resigned as Directors and Laurence A. Shadek and Thomas W. Grant were
elected to fill two of the three vacancies to hold office until the next
shareholders meeting or until their successors are elected; Mr. Laurence Shadek
and his siblings own 100% of the voting stock of the investment advisor. The
officers of the Fund remained unchanged except that Laurence A. Shadek was
elected Chairman of the Board of Directors and Thomas W. Grant was elected
Vice-Chairman. J. Elliott Corbett resigned as Vice-President of the Fund and of
the Adviser as well as resigning his Directorships with the Fund and the
Adviser.
As of September 27, 1996 control of the Fund may be acknowledged to rest with
the following persons: Laurence A. Shadek, Thomas F. Shadek, James M. Shadek and
Katherine Shadek Boyle each of whom own a 25% voting stock interest in the
Adviser, Pax World Management Corp.
The corporate officers of the Adviser are:
Chairman - Laurence A. Shadek
President - Thomas W. Grant
Senior Vice President Marketing - Thomas F. Shadek
Senior Vice President for Social Research - James M. Shadek
Senior Vice President - Katherine Shadek Boyle
Executive Vice President - Luther E. Tyson
Executive Vice President and Treasurer - Anthony S. Brown
Amendment dated October 21, 1996 to Statement of Additional Information dated
April 22, 1996.
PAX WORLD FUND
INCORPORATED
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PART C
OTHER INFORMATION
PART C.
OTHER INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
(a) No financial statements are included in the Amended Registration Statement.
(b) Exhibits
*1.) Articles of Organization
*2.) By Laws
*3.) Not applicable
*4.) Specimen copy of certificate of common stock
5.) Investment Advisory Contract
6.) Not applicable
7.) Not applicable
*8a.) Custodial and Depository Agreements with State Street Bank and
Trust Company
*8b.) Transfer and Disbursing agreements with PFPC, Inc
9.) Not applicable
*10.) Opinion and consent of counsel
*11.) Consent of Pannell Kerr Forster, P.C., independent auditors
*12.) Financial statements omitted under item 23 (Financial Statements)
13.) Not applicable
14.) Not applicable
*15.) Rule 12b- 1 Plan
* Previously filed pursuant to 1933 Act Registration Statement and Investment
Company Act #811-2064-B and Rule 12b-1 Plan by amendment #24 to Form N-1A;
Transfer Agent Agreement filed supplementally with a Supplement Prospectus,
dated November 11, 1991; and Opinion of Counsel, Consent of Accountant and
Financial Statements filed April 22, 1996, in Amendment #36 and which are all
incorporated herein by reference.
NUMBER OF HOLDERS OF SECURITIES
As of March 1,1996 there were the following record owners of Common Stock:
approximately 48,000.
INDEMNIFICATION
Statement concerning the general effect by statute and the by laws by
which any director and officer is indemnified has been stated in the
registration of the Fund #2-38679 and is incorporated herein by reference.
LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other financial records are maintained by the State
Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110 and by the
Fund at 224 State Street, Portsmouth, NH 03801. Transfer Agent records of
shareholder accounts and activity are at PFPC, Inc. 400 Bellevue Parkway,
Wilmington, DE 19809
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the
registrant has duly caused this amended registration to be signed on its behalf
by the undersigned, thereto duly authorized, on the 21st day of October 1996.
PAX WORLD FUND, INCORPORATED
by /s/ Luther E. Tyson
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Luther E. Tyson, President
Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons in the
capacities indicated:
/s/ Luther E. Tyson President and
- ------------------------------------ Principal Executive Officer
Luther E. Tyson, President
/s/ Anthony S. Brown Vice-President, Treasurer,
- ------------------------------------ Financial and Accounting Officer
Anthony S. Brown
/s/ C. Lloyd Bailey
- ------------------------------------ Director /s/ Laurence A. Shadek
C. Lloyd Bailey ----------------------
Laurence A. Shadek
Chairman
/s/ Ralph M. Hayward
- ------------------------------------ Director /s/ Thomas W. Grant
Ralph M. Hayward ----------------------
Thomas W. Grant
Vice-Chairman
/s/ Raymond L. Mannix
- ------------------------------------ Director
Raymond L. Mannix
/s/ Esther J. Walls
- ------------------------------------ Director
Esther J. Walls
/s/ Joy L. Liechty Director
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Joy L. Liechty
/s/ Sanford C. Sherman
- ------------------------------------ Director
Sanford C. Sherman
EXHIBIT 5
INVESTMENT ADVISORY CONTRACT
Ladies and Gentlemen:
The undersigned Pax World Fund, Incorporated (the "Fund"), is an investment
company registered under the Investment Company Act of 1940 (the "Investment
Company Act"). The Fund is an open-end diversified management investment
company, as defined in the Investment Company Act, and invests and reinvests its
assets in a portfolio of investments. The Fund hereby engages Pax World
Management Corporation ("You" or the "Company") to act as its investment adviser
and financial agent, subject to the terms and conditions herein set forth.
SECTION 1. MANAGEMENT SERVICES
The Fund will, from time to time, furnish to you detailed statements of the
investments and resources of the Fund and information as to its investment
needs, and will make available to you such financial reports, proxy statements,
legal and other information relating to its investments as may be in the
possession of the Fund or available to it.
You shall, at your expense, use your experience, staff and other facilities to
conduct and maintain a continuous review of the Fund's investments, resources,
and needs, and shall from time to time furnish to the Directors of the Fund (the
"Directors") or others, as the Directors shall direct, your advice and
recommendations with respect to the purchase and sale of investments by the Fund
and the making of commitments thereto. In conducting such review and furnishing
such advice and recommendations, you shall be guided by the Fund's investment
policy and restrictions as delineated and limited by the statements contained in
the various documents and amendments therein filed with the Securities and
Exchange Commission.
You shall place at the disposal of the Fund such statistical research,
analytical and technical services, information and reports as may reasonably be
required, shall furnish the Fund with, and pay the salaries of, executive,
administrative, and clerical personnel of the Fund, and in general shall
supervise the affairs of the Fund, subject to the control of the Directors. Your
advice and recommendations with respect to the purchase and sale of investments
and the making of investment commitments shall be submitted at the principal
offices of the Fund to the Directors of the Fund, to an investment committee
thereof, or to such other person or persons as the Directors or such investment
committee shall designate for that purpose. The Directors, such investment
committee, or such designated person or persons shall have full authority to act
upon such advice and recommendations and to place orders on behalf of the Fund
for the purchase and sale of investments. Reports of portfolio recommendations
shall be made quarterly to the Directors or more frequently as the Directors may
from time to time determine.
SECTION 2. DUTIES AS FINANCIAL AGENT OF THE FUND.
You shall keep the books and financial records of the Fund, and on behalf of the
Fund shall compare the value of the principal and income of the Fund and of its
shares (in accordance with the instructions of the Directors) at such times as
the Directors may direct, and shall perform such other services as are
reasonably related to the foregoing duties. You shall furnish to the Fund and
the Directors statements with respect to the valuation of the Fund and its
shares, at such times, and in such forms, as the Directors may prescribe.
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SECTION 3. BROKERAGE SERVICES
When and if the Directors so request, you shall furnish brokerage services in
connection with the Fund's investments, and may make such charges for those
services as are permitted by law or by the applicable rules of the National
Association of Securities Dealers, Inc., or any stock exchange, but only if and
to the extent that any such charges are permitted by the By-Laws and/or Articles
of Incorporation of the Fund as then in effect.
At any time when you shall have been requested to act in your capacity as broker
in connection with any of the Fund's investments, you shall deposit with or
obtain from the Fund's Custodian any and all of such securities and investments
only in accordance with the requirements and provisions of the Custodial
Contract. It is the intent hereof that the Fund's Custodian shall obtain and
maintain the exclusive possession of, and be responsible for, the security and
safekeeping of the Fund's investments, and that you shall have possession of
such investments only as shall be required to implement transactions normally
requiring the services of a broker, and which have been directed by the
Directors or persons appointed by them.
SECTION 4. ADDITIONAL SERVICES, EXPENSES, ETC.
You shall furnish to the Fund, and pay for, such office space and facilities,
including, without being limited to, stenographic, telephone, telegraphic,
mailing, and other facilities as the Directors shall request in connection with
the operations of the Fund. It is the intent of this contract that through your
staff you shall supply and pay for such services as are deemed by the Directors
to be necessary or desirable and proper for the continuous operations of the
Fund. However, you shall not be required to pay for the commissions or fees of
the Fund's Custodian, distributor, registrar, transfer agent and dividend
disbursing agent, independent accountants, and legal counsel; not to pay for any
expenses in connection with the Fund's administrative activities performed by
you under this contract which are not directly connected with or required by
virtue of the act of selling the Fund's shares, including without limitation the
printing and mailing costs of Fund share certificates, reports and notices to
Fund shareholders, and proxy materials; and taxes, commissions, and other
expenses in connection with the purchase and sale of Fund investments; provided,
however, that you shall pay any Fund expenses, excluding taxes and brokerage
commissions, in excess of one and one-half per cent (1 1/2 %) of the average net
asset value of the Fund per annum.
SECTION 5. INDEPENDENT CONTRACTOR
You shall, for all purposes, be deemed to be an independent contractor and shall
have no authority to act for or represent the Fund unless otherwise provided. No
agreement, bid, offer, commitment, contract or other engagement entered into by
you, whether on your behalf or purported to have been entered into on behalf of
the Fund, shall be binding upon the Fund, and all acts authorized to be done by
you under this contract shall be done by you as an independent contractor and
not as agent.
SECTION 6. MULTIPLE CAPACITIES, TRANSACTIONS
Nothing contained in this contract shall be deemed to prohibit you from acting,
and being separately compensated for so acting, in one or more capacities on
behalf of the Fund, including but not limited to, the capacities of investment
adviser, broker, and distributor. Whenever you shall be
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required to act in multiple capacities, either under this contract or by virtue
of this and any other contract between you and the Fund, you shall maintain the
appropriate separate accounts and records for each such capacity.
Except to the extent necessary for performance of your obligations hereunder,
nothing in this contract shall restrict your right or the right of any of your
directors, officers or employees (whether or not they are directors, officers or
employees of the Fund) to engage in any other business or to devote time and
attention to the management or other aspects of any other business whether of a
similar or dissimilar nature or to render services of any kind to any other
corporation, firm, individual or association or to participate or to be
otherwise interested, as principal, agent or otherwise, in sales, purchases or
other transactions with the Fund or its directors, officers, agents, attorneys,
servants, independent contractors, brokers, custodian, underwriters,
distributors and other persons, except as may be prohibited by the Investment
Company Act of 1940.
It is understood and agreed that the directors, officers, agents, employees and
Shareholders of the Fund may be interested in the Company as directors,
officers, agents, employees and shareholders and may be interested in the Fund
as a shareholder or otherwise. Specifically, it is understood and agreed that
the officers, directors, shareholders and employees of the Company may
simultaneously be directors and/or officers of the Fund, but that they are to
receive no remuneration solely for acting in those capacities.
SECTION 7. COMPENSATION FOR SERVICES.
Except as provided below, you shall receive such compensation for your services
as is provided in this Section, and such payments shall be the only compensation
to which you shall be entitled under this contract. The compensation referred to
herein shall not be deemed to include, and shall be in addition to (i) any
charges you may make to the Fund in your capacity as broker for purchases or
sales of securities and investments pursuant to Section 3 hereof, and (ii) any
payments which you may receive in connection with your services as Distributor
of the Fund's shares if such is provided.
Subject to the foregoing exceptions and limitations, the Fund will pay to you a
fee per annum computed at the following rates: 3/4 of 1% on the first $25
million dollars of the average net asset value of the Fund, and 1/2 of 1% in
excess of $25 million dollars for the fiscal year. The fee shall be paid to you
in monthly installments on the last business day of each month and the amount of
each such payment shall be computed and accrued on the basis of the net asset
value of the Fund at the end of each business day during each calendar month.
SECTION 8. LIABILITY
You shall give the Fund the benefit of your best judgment and efforts in
rendering the services set forth herein, and the Fund agrees as an inducement to
the undertaking of these services by you that you shall not be liable for any
loss suffered by the Fund resulting from any error of judgment or any mistake of
law or fact in connection with any matters as to which this contract relates,
except that nothing herein contained shall be construed to protect you against
any liability by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties or by reckless disregard of your obligations or
duties under this contract.
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SECTION 9. APPROVAL OF CONTRACT TERMINATION.
As promptly as practicable after its execution, this contract will be submitted
to the Fund's shareholders for approval at a meeting thereof duly convened for
such purpose. If approved at such meeting by the vote of the holders of a
majority of the Fund's outstanding voting shares, the contract shall be
effective September 27, 1996 for an initial term expiring June 30, 1997.
Thereafter the contract will continue in effect for successive yearly terms
ending June 30, following the conclusion of each annual meeting of shareholders,
unless earlier terminated by either party as set forth below, provided that the
renewal of the contract and its terms are specifically approved annually by the
vote of the holders of a majority of the Fund's outstanding shares or annually
by the majority vote of the disinterested directors. The contract is terminable
by either party on sixty (60) days written notice, with or without cause and
without payment of any penalty, and will terminate automatically in the event of
any assignment, unless an order is issued by the Securities and Exchange
Commission conditionally or unconditionally exempting such assignment from the
provisions of Section 15(a) of the Investment Company Act of 1940, in which
event this contract shall continue in full force and effect.
This contract may not be amended, transferred or assigned, or in any manner
hypothecated or pledged, nor may any new contract become effective, without the
affirmative vote or written consent of the holders of a majority of the
outstanding voting shares of the Fund; provided, that this limitation shall not
prevent any non-material amendments to the contract or such amendments as may be
required by federal or state regulatory bodies.
SECTION 10. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.
This contract shall be subject to all applicable provisions of law, including
without being limited to, the applicable provisions of the Investment Company
Act of 1940, and to the extent that any provisions herein contained conflict
with any such applicable provisions of law, the latter shall control.
This contract is executed and delivered in Portsmouth, N.H. and the laws of the
State of New Hampshire shall except to the extent that any applicable provisions
of some other laws shall be controlling, govern the construction, validity and
effect of this contract.
The headings preceding the text of the several Sections herein are inserted
solely for convenience of reference and shall not affect the meaning,
construction, or effect of this contract.
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If the contract set forth herein is acceptable to you, please so indicate by
executing the enclosed copy of this letter and returning the same to the
undersigned, whereupon this letter shall constitute a binding contract between
the parties herein.
Very truly yours
PAX WORLD FUND, INCORPORATED
By /s/ Luther E. Tyson
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(corporate seal)
Accepted by
Pax World Management Corp.
By /s/ Thomas W. Grant
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President
By /s/ Thomas W. Grant
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Secretary
Date: September 27, 1996
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