PAX WORLD FUND, INCORPORATED
224 STATE STREET
PORTSMOUTH, NEW HAMPSHIRE 03801
TELEPHONE (603) 431-8022
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 1996
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To The Stockholders of
PAX WORLD FUND, INCORPORATED:
The 1996 Annual Meeting of Stockholders of Pax World Fund, Incorpo- rated,
will be held on Wednesday, June 12, 1996, at 10:00 a.m., at the Sheraton Hotel,
Portsmouth, N.H. The purposes of the meeting are:
1. To elect a Board of nine Directors, each to hold office for one year
or until a successor is chosen and qualified.
2. To approve or disapprove the selection by the Board of Directors of
Pannell Kerr Forster as the independent auditors of the Fund for the
year ending December 31, 1996.
3. To transact such other business as may properly come before the
Meeting.
Stockholders of record at the close of business on April 12, 1996, are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
LUTHER E. TYSON, President
Portsmouth, New Hampshire
April 22, 1996
IF YOU CANNOT ATTEND THE MEETING, PLEASE MARK, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
PAX WORLD FUND, INCORPORATED
224 STATE STREET
PORTSMOUTH, NEW HAMPSHIRE 03801
TELEPHONE (603) 431-8022
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
management of Pax World Fund, Incorporated (the "Fund"), of proxies to be used
at the Annual Meeting of Stockholders to be held at the Sheraton Hotel,
Portsmouth, N.H. on June 12, 1996, at 10:00 a.m., and at any ad- journment or
adjournments thereof, for the purposes set forth in the ac- companying Notice.
As of April 12, 1996, the record date, there were 29,143,829 shares 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 Stockholder 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 EXECUTE THE
ENCLOSED PROXY FOR THIS PURPOSE IN ORDER TO INSURE A QUORUM AT THE MEETING.
Stockholders who execute proxies may re- voke them at any time either by another
later dated proxy or by attendance in person at the Meeting.
The persons named in the accompanying proxy, if executed and returned, will
vote the same for all the Director Nominees and the selection of the Accountant
as indicated herein, unless the proxy contains contrary direc- tions, in which
case the proxy will be voted as directed. Stockholders may vote for the election
of the entire slate of nominees or may withhold their vote by marking the proper
box on the form of proxy and may withhold their vote from any one or more
individual nominees by striking the names of such nominees on the form of the
proxy.
The Annual Report for the fiscal year which ended December 31, 1995, has
already been mailed to stockholders. Those that desire an additional copy may
obtain it without charge by writing or telephoning the Fund for such purpose.
No person on April 12, 1996, owned of record or beneficially more than 5%
of the outstanding shares of Common Stock of the Fund.
April 22, 1996
2
I.
MANAGEMENT OF THE FUND
The following nominees for directors (who have consented to serve) are the
present officers and directors, each of such directors, having been elected by
the Stockholders of the Fund at the Annual Meeting held in June 1995 and to
serve until the next annual meeting or until their successor is chosen and
qualified:
<TABLE>
<CAPTION>
APPROXIMATE FUND
SHARES OWNED OF
RECORD OR BENEFICIALLY
DIRECTOR DIRECTLY OR INDIRECTLY
NAME, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 12, 1996
<S> <C> <C>
LUTHER E. TYSON, Ph.D, age 73, President and Director of the Fund, 69 Wentworth 1970 22,448
Lane, P.O. Box 351448, Palm Coast, Florida 32135, is a sociologist, ethicist, *
and clergyman. From 1966-85 he served as Director of a Department of the Board **
of Church and Society of the United Methodist Church, Washington, D.C. Dr.
Tyson is the owner of approximately 29% of the outstanding common stock of
the investment adviser. He is President and a Director of the investment adviser.
J. ELLIOTT CORBETT, Ph.D, age 74, Vice President, and Director of the Fund, 1970 9,995
6006 Milo Drive, Bethesda, Maryland, 20816, is a social ethicist and clergyman. *
From 1981-1983, he served on the staff of the Council on Ministries, Baltimore **
Annual Conference of the United Methodist Church and served as President of
Pax World Foundation from 1970 to 1990. From 1961 to December, 1980 he was
a member of the staff of the United Methodist Board of Church and Society.
He is author of five books. He owns approximately 29% of the outstanding common
stock of the investment adviser. He is Vice-President and a Director of the
investment adviser.
ANTHONY S. BROWN, age 61, Vice President, Treasurer and Director of the Fund, 1970 11,844
209 Lafayette Road, Portsmouth, New Hampshire 03801. From 1971 to the present *
employed by Pax World Management Corp. as treasurer and in addition acts as **
portfolio manager for the Fund. From July 1982 to December 1990, associated
with Fahnestock & Co., members of the New York Stock Exchange, as a registered
representative and from August 1987 to December 1990 a vice-president and office
manager. Trustee of Piscataqua Savings Bank since July 1990 and Chairman of
the Board since August 1992. He owns approximately 29% of the outstanding common
stock of the investment adviser. He is Treasurer and a Director of the investment
adviser.
</TABLE>
(Continued on next page)
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*Interested persons as defined by the Investment Company Act of 1940.
**Controlling person of the investment adviser.
3
(continued from previous page)
<TABLE>
<CAPTION>
APPROXIMATE FUND
SHARES OWNED OF
RECORD OR BENEFICIALLY
DIRECTOR DIRECTLY OR INDIRECTLY
NAME, ADDRESS AND PRINCIPAL OCCUPATION SINCE ON APRIL 12, 1996
<S> <C> <C>
RAYMOND L. MANNIX, age 94, a Director, 71 Richmond Road, Belmont, Massachusetts 1970 1,197
02178, is a certified public accountant and Professor Emeritus in 1967 at Boston
University where he served as a Professor in the College of Business Administration
for over forty years. He is a trustee of several private trusts.
C. LLOYD BAILEY, age 78, a Director, 1216 Foulkeways, Gwynedd, Pennsylvania 1970 1,845
19436, is an attorney and from 1959-1979 he served as Executive Director of
the United States Committee for UNICEF, and from 1980-81 as President of that
Committee. 1981 to 1984, he served as a consultant to that Committee, and is
presently retired.
RALPH M. HAYWARD, age 78, a Director, 57 Barrell Lane, York Harbor, Maine 1978 2,096
03911; Chemical Engineer and retired executive in 1971 after 31 years of employment
with Merck and Co., Rahway, New Jersey, where he held various positions including:
Business Manager, Research Division; Assistant Plant Manager; and, Director
of Purchasing and Traffic. He is currently President and principal stockholder
of Fisher-James Company, Inc. of Biddeford, Maine, an office supply and equipment
dealer since 1980.
ESTHER J. WALLS, M.L.S., age 65, a Director, 160 West End Avenue, Apt. 29J, 1981 753
New York, New York 10023, was Associate Director of Libraries, State University
of New York, Stony Brook, L.I., New York, which position she held 1974-1990.
JOY L. LIECHTY, age 42, a Director, 1403 Ashton Court, Goshen, Indiana 46526; 1991 750
1989 to present, Client and Sales Advocate of Mennonite Mutual Aid Association;
from 1980-89 Manager of Client Services of Mennonite Mutual Aid Association.
SANFORD C. SHERMAN, age 60, a Director, 91 Hillside Drive, Portsmouth, New 1992 843
Hampshire 03801, President of the Piscataqua Savings Bank, Portsmouth, New
Hampshire, a position he has held since April 1981. For 21 years prior thereto
he held various other positions with the Bank including Treasurer and Vice
President. He has also served the Bank as a Trustee for 20 years.
</TABLE>
None of the officers or directors of the Fund receive compensation for the
services they perform except for reimbursement for travel expenses and the
payment of a director's fee of $1,000 for non-officer directors and $200 for
officer directors, for attendance at each director's meeting and $1,000 paid to
the Audit Committee. Directors as a group received in the aggregate $26,400
during 1995 for directors attendance fees. Travel ex- penses aggregated $10,298
during 1995.
4
The Board of Directors held a total of four meetings during the year ended
December 31, 1995. The Board has an Audit Committee consisting of Messrs. Mannix
and Hayward. The Audit Committee has responsibility for overseeing the
establishment and maintenance of an effective financial control environment, for
overseeing the procedures for evaluating the sys- tem of internal accounting
control and for evaluating audit performance. The Fund has no nominating
committee or other standing committee. The Audit Committee held two meetings
during the year. Each director attended 75% of the meetings of the Board of
Directors and the committee upon which they served.
II.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has unanimously approved the selection of Pan- nell
Kerr Forster as the independent auditors and stockholder ratification is hereby
sought. Neither Pannell Kerr Forster nor any of its members has, or has had in
the past three years, any financial interest in the Fund or any relation to the
Fund other than their duties as auditors and accoun- tants. No member of the
firm will be present at the annual meeting to re- spond to questions.
Management of the Fund recommends a vote FOR the ratification of the
auditor. All proxies solicited by management will be voted in accordance with
the specifications on the form of proxy and where no specification is made,
proxies will be voted "FOR" the ratification of the selection of the auditor.
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GENERAL INFORMATION PERTAINING TO THE
INVESTMENT ADVISER AND THE FUND
Pax World Management Corp. (the "Adviser"), 224 State Street, Ports- mouth,
New Hampshire, serves as Investment Adviser to the Fund and has so served since
August 5, 1971. Luther E. Tyson, J. Elliott Corbett and An- thony S. Brown each
own approximately 29% of the voting common stock of the Adviser and have not
during 1995 made any purchases or sales of voting common stock of the adviser.
Luther E. Tyson is president and a director of the Adviser, J. Elliott Corbett
is vice president and a director of the Adviser; and Anthony S. Brown is
treasurer and assistant secretary of the Adviser. The foregoing persons have
held these positions since 1971.
The Adviser advises and makes recommendations with respect to the in-
vestment portfolio of the Fund, provides office facilities for the Fund and
reimburses the Fund if Fund expenses other than costs and expenses for interest,
brokerage commissions or fees and taxes exceed 1 1/2 % of aver- age total net
assets. As compensation for its services, the Fund pays the Adviser an annual
fee of 3/4 of 1% of the Fund's average net assets on the first $25,000,000 and
which fee adjusts to 1/2 of 1% of the average net assets in excess of that
figure. This fee is computed on a daily basis and paid monthly. For the calendar
year 1995 the advisory fee was $2,192,000. As previously noted, none of the
above persons receive compensation di- rectly from the Fund for the services
they perform as officers.
5
III.
OTHER MATTERS
The management knows of no other matters which are to be brought be- fore
the Meeting other than as set forth below. However, if any other mat- ters
properly come before the meeting, it is understood that the persons named in the
proxy intend to vote said proxy in accordance with their best judgment.
METHOD AND EXPENSE OF SOLICITATION
The cost of preparing, assembling and mailing the proxy material will be
borne by the Fund. In addition to the solicitation of proxies by use of the
mails, proxies may be solicited personally by officers of the Fund.
6
PAX WORLD FUND, INCORPORATED
C/O PFPC, INC
P.O. BOX 9426
WILMINGTON, DE 19899
The undersigned hereby appoints William M. Prifti and/or Anthony S. Brown as
Proxies, each with full powers to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side, all the shares
of common stock of Pax World Fund held on record by the undersigned on April 12,
1996, at the annual meeting of shareholders to be held on June 12, 1996 or at
any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NINE NOMINEES FOR DIRECTOR, AND FOR
ADOPTION OF PROPOSALS 2 AND 3, AS SAID PROXIES, AND EACH OF THEM, MAY DETERMINE.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears on card. 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.
Dated _____________________________________________________ , 1996
__________________________________________________________________
Signature
__________________________________________________________________
Signature if held jointly
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PAX WORLD
FUND, INCORPORATED.
1. Election of TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
nine Directors. STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
FOR all nominees Vote withheld for all FOR all nominees listed
listed below. [ ] nominees listed below. [ ] below (except as marked to
the contrary below) [ ]
L.E. Tyson, J.E. Corbett, A.S. Brown, R.L. Mannix, C.L. Bailey, R.M. Hayward,
Ester J. Walls, Joy L. Liechty, S.C. Sherman
2. To approve the appointment of Pannell Kerr Forster FOR AGAINST ABSTAIN
as the independent public accountants of the Fund. [ ] [ ] [ ]
3. In their discretion, on all other business that may
properly come before the Meeting and any adjournment
or adjournments thereof. [ ] [ ] [ ]
PLEASE SIGN AND DATE THE
REVERSE SIDE OF THIS CARD.
