SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 /X/ Definitive Proxy Statement (as
permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-12
PAX WORLD BALANCED FUND, INC.
(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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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/_/ 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
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(1) Amount previously paid:
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[PAX WORLD LOGO]
PAX WORLD BALANCED FUND, INC.
--------------
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
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THURSDAY, JUNE 10, 20049, 2005
TABLE OF CONTENTS
Page
----
President's Letter....................................................................................... 1
Notice of Annual Meeting................................................................................. 2
Proxy Statement.......................................................................................... 3
Proposal 1 - To Elect a Board of Nine Directors......................................................... 3
Proposal 2 - To Ratify the Selection of Ernst & Young LLP as Independent Public
Accountants of the Fund.................................................................... 8
Other Business........................................................................................... 10
Expenses of Proxy Solicitation........................................................................... 10
Shareholder Proposals.................................................................................... 10
Security Ownership of Certain Beneficial Owners and Management........................................... 10
Householding of Annual Reports...........................................................................Page
President's Letter................................................. 1
Notice of Annual Meeting........................................... 2
Proxy Statement.................................................... 3
Proposal 1 - To Elect a Board of Nine Directors............... 3
Proposal 2 - To Ratify the Selection of Ernst & Young LLP
as Independent Public Accountants of the Fund.... 8
Other Business..................................................... 9
Expenses of Proxy Solicitation..................................... 9
Shareholder Proposals.............................................. 10
Security Ownership of Certain Beneficial and/or Record
Owners and Management............................................ 10
Householding of Annual Reports..................................... 11
Additional Information............................................. 11
Additional Information................................................................................... 11
PAX WORLD BALANCED FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
To the Pax World Balanced Fund Shareholders:
As an investor in the Pax World Balanced 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 10:45 a.m. on Thursday, June 10,
20049,
2005 at the Sheraton Harborside Portsmouth Hotel and Conference Center, 250
Market Street, Portsmouth, NH 03801. The purpose of the Meeting is for the
Shareholders:
(1) to elect a Board of nine 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,qualified;
(2) to ratify the selection of Ernst & Young LLP as the independent
public accountants of the Fund for the year ending December 31,
2004,2005; and
(3) 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,
/s/ Thomas W. Grant
THOMAS W. GRANT
President
April 27, 20042005
Portsmouth, NH
PAX WORLD BALANCED FUND, INC.
222 STATE STREET
PORTSMOUTH, NH 03801-3853
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 10, 20049, 2005
Notice is hereby given that the annual meeting (the "Meeting") of the
shareholders of Pax World Balanced Fund, Inc. (the "Fund") will be held at 10:45
a.m. on Thursday, June 10, 20049, 2005 at the Sheraton Harborside Portsmouth Hotel and
Conference Center, 250 Market Street, Portsmouth, NH 03801 for the following
purposes:
(1) To elect a Board of nine 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 Ernst & Young
LLP as the independent public accountants of the Fund for the year
ending December 31, 2004;2005; and
(3) To transact such other business as may properly come before such
Meeting or any adjournment thereof.
The close of business on April 16, 200418, 2005 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
/s/ Lee D. Unterman
LEE D. UNTERMAN
Secretary
April 27, 20042005
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.
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PAX WORLD BALANCED 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 Balanced Fund, Inc. (the "Fund") of proxies
to be used at the Annual Meeting of Shareholders to be held at 10:45 a.m. on
Thursday, June 10, 20049, 2005 at the Sheraton Harborside Portsmouth Hotel and
Conference Center, 250 Market Street, Portsmouth, NH 03801, 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 16, 2004,18, 2005, the
record date, are entitled to notice of and to vote at the Meeting. As of such
date, there were 60,073,700.41468,621,261.850 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 BOARD OF DIRECTORS 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 IN ORDER TO INSURE A
QUORUM AT THE MEETING.
Representatives of Ernst & Young LLP, the Fund's independent public
accountants, are expected to be present at the 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, if properly executed and
returned and unless revoked, 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 10, 20049, 2005 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.
Votes withheld from any nominee, abstentions, and broker "non-votes" will be
counted as present or represented for purposes of determining the presence or
absence of a quorum for the Meeting. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on one or more proposals
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner.
This Proxy Statement has been mailed on or about the date hereof 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 that ended December 31, 20032004 has
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 www.paxworld.com or visiting the Securities and
Exchange Commission's web site at www.sec.gov for such purpose.
As of the record date no Shareholder,and to the knowledge of the Fund, no Shareholder,
other than (i) Charles Schwab & Co., Inc. Special Custody Account for the
Exclusive Benefit of Customers, (ii) ING Life Insurance & Annuity Co., and (iii)
National Financial Services Corp. FBO Exclusive Benefit of Customers, owned
beneficially and/or of record 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.
PROPOSAL 1 -- TO ELECT A BOARD OF NINE 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 nine. It
is intended that the accompanying proxy will be voted for the election as
Directors of the nine 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 nine 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.
The nominees set forth in the first table below (Interested Nominees) are
considered interested persons under the Investment Company Act of 1940, as
amended, by virtue of their position or affiliation with Pax World Management
Corp., the Fund's investment adviser (the "Adviser"), and/or H. G. Wellington &
Co., Inc., the Fund's distributor and a brokerage firm that the Fund may use to
execute brokerage transactions ("H. G. Wellington"). The nominees in the second
table (Disinterested Nominees) are not considered interested persons and have no
affiliation with the Adviser or H. G. Wellington. None of the directors or
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officers of the Fund are related to one another by blood, marriage or adoption.
If elected, each nominee will serve
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until the next Annual Meeting of
Shareholders of the Fund or until their successor shall have been chosen and
shall have qualified or as otherwise provided in the By-laws of the Fund.
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Interested Nominees
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Number of
Position(s) Held Portfolios in
with the Pax World the Pax World
Funds; Term of Principal Occupation(s) During Past Fund Family
Office(1) and Length 5 Years and Other Directorships Held Overseen by the
Name, Address and Age of Time Served by the Nominee Nominee
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Thomas W. Grant (2) Vice Chairman of the Mr. Grant is the Vice Chairman of 3
14 Wall Street Board of DirectorsDirectors; the Board and President of Pax World
New York, NY 10005; (63) (2) Director and President - Pax Balanced Fund, Inc. (1996-present),
(62) World Balanced Fund,President - Pax the President of Pax World Growth
Inc. (1996-present);World Balanced Fund, Fund, Inc. (1997-present), Pax World
Inc. (since 1996) High Yield Fund, Inc.
(1998-present)(1999-present),
President; Director Pax World Money
Director and Market Fund, Inc. (1998-present),
President - Pax World Growth (1998-present), Pax World Management Corp.
World Growth Fund, Inc. (1997- Corp. (1996-present), and H. G.
present); andH.G. Wellington
Inc. (since 1997) & Co., Inc. (1991-present). Mr.
Grant has been associated with H.G.
President; DirectorPresident - Pax Wellington & Co., Inc. since 1991
- Pax World HighMoney Market and served previously with the firm
Yield Fund, Inc. (since of Fahnestock & Co. for twenty-six
(1999-present).1998) years as a partner, managing
director and senior officer. His
Director and duties encompassed branch office
President - Pax management, corporate finance,
World High Yield syndications and municipal and
Fund, Inc. (since corporate bonds. Mr. Grant is a
1999) graduate of the University of North
Carolina (BA). Mr. Grant also is a
member of the board of directors of
the Securities Investor Protection
Corporation (2003-present).
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Laurence A. Shadek (2) Chairman of the Mr. Shadek is the Chairman of the 3
14 Wall Street Board of Directors; Board of Directors of Pax World
New York, NY 10005; (55) (2) Director - Pax World Balanced Fund, Inc. (1996-present),
(54) Balanced Fund, Inc. Pax World Growth Fund, Inc.
(1996-present);(since 1996) (1997-present), and Pax World High
Yield Fund, Inc. (1999-present), an
Chairman of the Executive Vice President of Pax
Board of Directors; World Money Market Fund, Inc.
Director - Pax World (1998-present), the Chairman of the
Growth Fund, Inc. Board of Pax World Management Corp.
(1997-present); and(since 1997) (1996-present), and an Executive
Vice-President of H. G.H.G. Wellington &
Chairman of theExecutive Vice Co., Inc. (1986-present). Mr.
Board of Directors;President - Pax Shadek, together with members of his
Director - Pax World Money Market family, owns substantially all of
High Yield Fund, Inc. (since the outstanding shares of capital
Inc. (1999-present).1998) stock of Pax World Management Corp.
and a 25.07%25.73% interest in H. G.H.G.
Chairman of the Wellington & Co., Inc. Mr. Shadek
Board of Directors; has been associated with H. G.H.G.
Director - Pax World Wellington & Co., Inc. since March
High Yield Fund, 1986 and was previously associated
Inc. (since 1999) 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,NYU Stern School of
Graduate
Business Administration (MBA). Mr. Shadek is a
member of the Board of Trustees of
Franklin & Marshall College.
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Disinterested Nominees
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Number of
Position(s) Held Portfolios in
with the Pax World the Pax World
Funds; Term of Principal Occupation(s) During Past Fund Family
Office(1)Office1 and Length 5 Years and Other Directorships Held Overseen by the
Name, Address and Age of Time Served by the Nominee Nominee
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Carl H. Doerge, Jr. (3) Director - Pax World Mr. Doerge has been a private 3
867 Remsen Lanec/o Pax World Management Corp. Balanced Fund, Inc. investor since 1995. Prior to that,
Oyster Bay, NY 11771; (65) (1998-present);222 State Street (since 1998) Mr. Doerge was Executive Vice
Portsmouth, NH 03801; (66) (3) President and Managing Director of
Director - Pax World Smith Barney for approximately
Growth Fund, Inc. twenty-four years. Mr. Doerge is a
(1997-present); and Member(since 1997) member of the Board of Trustees, the
Deputy Mayor and the Police
Director - Pax World Commissioner of the Village of Upper
High Yield Fund, Brookville, New York.NY. Mr. Doerge also is a
Inc. (1999-present). is also a Member(since 1999) member of the Board of Directors
(1998-present) and the Chairman of the
Investment Committee (1999-present) of
St. Johnland Nursing Home located in Kings
Park, New York.NY.
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James M. Large, Jr. (3) Director - Pax World Mr. Large isserved as the Chairman Emeritus 3
c/o Dime Bancorp, Inc.Pax World Management Corp. Balanced Fund, Inc. Emeritus of Dime Bancorp, Inc.
(1998-
589 Fifth Avenue (2001-present); present).222 State Street (since 2001) (1998-2002) and was the Chairman
Portsmouth, NH 03801; (73) (3) (1995-1997) and Chief Executive
Director - Pax World Officer (1995-1996) of Dime Bancorp,
Growth Fund, Inc. Inc. Prior to that, Mr. New York, NY 10017; Large was
the Chairman (1995-1997)
(72) Director - Pax World and Chief Executive Officer
Growth Fund, Inc. (1995-1996) of Dime Bancorp, Inc.
(2001-present); and and(since 2001) the Chairman and Chief Executive
Officer of Anchor Savings Bank /
Director - Pax World Anchor Bancorp (1989-1995). Mr.
High Yield Fund, Large is a member of the Board of
Inc. (1999-present).(since 1999) Directors of the Wildlife
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Conservation Society and served as
its Acting President and Chief
Executive Officer (2000-2001). Mr.
Large also is a member of the Boards
of Directors of the Nature
Conservancy of Long Island (where he
served as Acting Director in 1998),
the Nature Conservancy of New York,
North Shore Wildlife Sanctuary,
Matinicock Planning Board, Nassau
Community College and Long Island
Index. Mr. Large also serves on the
Investment Advisory Committee of the
Episcopal Diocese of Long Island.
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Louis F. Laucirica Director - Pax World Mr. Laucirica is an Associate Dean 3
30 Oldchester Roadc/o Pax World Management Corp. Balanced Fund, Inc. theand Director of Undergraduate
Essex Fells, NJ 07021; (2003-present);222 State Street (since 2003) Studies of Stevens Institute of
(62)Portsmouth, NH 03801; (63) (4) Technology, Howe School
Director - Pax World (1999-present). Prior to that, Mr.
Growth Fund, Inc. Laucirica was Executive-in-Residence
(2003-present); and(since 2003) and Executive Director ProfessionalDirector-Professional
and International Programs of Pace
Director - Pax World University, Lubin School
(1998-1999),
High Yield Fund, Inc.(1998-1999), and the President and
Inc. (since 2003) Chief Executive
(2003-present) Officer of Norton
Performance Plastics Corporation
(1989-1998). Mr. Laucirica had been
associated withthe Norton PerformancePlastics Corporationcompany since
1972.
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Joy L. Liechty Director - Pax World Ms. Liechty is a Client and Client/Sales 2
1403 Ashton Courtc/o Pax World Management Corp. Balanced Fund, Inc. Advocate and sales conference
Goshen, IN 46526; (1991-present); and plannerCorporate Conference
222 State Street (since 1991) Planner with the Mennonite Mutual
(50)Portsmouth, NH 03801; (51) (4) Aid (MMA) Association, a faith-based
Director - Pax World socially responsible investing,
Growth Fund, Inc. financial services and insurance
(1997-present).(since 1997) institution located in Goshen,
Indiana.Indiana (1989-present). Ms. Liechty
has been associated with that
organization since 1976, serving as
the Manager of Client Services from
1980 to 1989, and in her current role since
1989.
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Sanford C. Sherman (3) Director - Pax World Mr. Sherman is a Trustee of the 2
91 Hillside Drivec/o Pax World Management Corp. Balanced Fund, Inc. Piscataqua Savings Bank, Portsmouth,
222 State Street (since 1992) NH (1972-present) and the Chairman
Portsmouth, NH 03801; (1992-present); and New Hampshire (1972-present) and the
(67) Chairman(68) (3) of the Piscataqua Savings Bank Trust
Director - Pax World Bank Trust Committee (1997-present)(1999-present). Mr.
Growth Fund, Inc. Mr. Sherman also was the Chief Executive
(1999-present).(since 1999) Officer until December 31, 2000, and
was the President and Chief
Executive Officer until December 31,
1999, of the Piscataqua Savings
Bank, - positions he held since April
1981. For 21 years prior thereto, Mr.
Sherman held various other positions
with the bank, including Vice
President and Treasurer.
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Nancy S. Taylor Director - Pax World Dr. Taylor isserves as the Minister and PresidentSenior 2
600 Salem End Roadc/o Pax World Management Corp. Balanced Fund, Inc. Minister of the Massachusetts Conference of the
Framingham,Old South Church in
222 State Street (since 1997) Boston, MA 01702; (1997-present); and United Church of Christ (2001-present)(2005-present). (48) Dr. TaylorShe
Portsmouth, NH 03801; (49) (4) previously served as the Minister
Director - Pax World and President of the Massachusetts
Growth Fund, Inc. Conference of the United Church of
(since 1997) Christ (2001-2005) and before that
as Senior Minister of the First
Congregational
Growth Fund, Inc. Church in Boise,
Idaho (1992-2001) and
(1997-present). before that served churches in
Connecticut and Maine. Dr. Taylor was a
co-founder and director of the Idaho
Human Rights Education Center
(1995-2002). Currently, Dr. Taylor is a
trusteeTrustee of Andover Newton
Theological School (2002-present),
and a director of Ecclesia
Ministries, which serves the
Bostona ministry to Boston's
homeless population (2003-present), an honorary director of
Boston PFLAG (Parents and Friends of
Lesbians and Gays, 2003-present), and
member of the United Church of Christ
Council of Conference Ministers
(2001-present).
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Esther J. Walls M.L.S. Director - Pax World Ms. Walls was Associate Directoris a director of Pax World 3
Apartment 29-Jc/o Pax World Management Corp. Balanced Fund, Inc. Balanced Fund, Inc. (1981-present),
222 State Street (since 1981) Pax World Growth Fund, Inc.
Portsmouth, NH 03801; (78) (2002-present) and Pax World High
Director - Pax World Yield Fund, Inc. (1999-present). In
Growth Fund, Inc. addition, Ms. Walls was Associate
(since 2002) Director of Libraries, State
University of New 160 West End Avenue (1981-present); York, Stony Brook, Long Island, NY
New York, NY 10023; (1974- 1990). Ms. Walls was also a
(77)
Director - Pax World Long Island, NY (1974-1990). Ms.
High Yield Fund, Walls also was a member of the
Inc. (since 1999) Boards of Directors of Growth Fund, Inc. UNICEF and
the International
(2002-present); and Relations
Committee of the American Library
Association.
Director - Pax World
High Yield Fund,
Inc. (1999-present).
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(1) Directors of the Fund are elected each year at the Fund's Annual Meeting of
Shareholders and hold office until the next Annual Meeting of Shareholders of
the Fund or until a successor shall have been chosen and shall have qualified.
(2) Designates a member of the Investment Committee of the Fund. The Investment
Committee has the responsibility of overseeing the Fund's investments.
(3) Designates a member of the Audit Committee of the Fund. The Audit Committee
has the responsibility of 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.
(4) Designates a member of the Nominating Committee of the Fund. The Nominating
Committee has the responsibility of nominating new members to the Fund's Board
of Directors.
Along with those Directors and Officers mentioned above, the following
are Officers of the Fund.
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Position(s) Held with the Pax Principal Occupation(s) During Past 5
World Funds; Term of Office(1) and Years and Other Directorships Held by
Name, Address and Age Length of Time Served the Officer
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Anita D. Green Co-Treasurer - Pax World Balanced Ms. Green serves as the Vice President
c/o Pax World Management Corp. Fund, Inc. (1998-present); of Social Research (2003-present) and
222 State Street was the Director of Social Research
Portsmouth, NH 03801-3853; Assistant Treasurer - Pax World (1996-2003) and was the Manager -
(39) Growth Fund, Inc. (1997-present); Shareholder Services (1990-2000) for the
and Pax World Funds and Pax World Management
Corp. Ms. Green is also a Co-Treasurer
Assistant Treasurer - Pax World of Pax World Management Corp.
High Yield Fund, Inc. (1998-present). Ms. Green is a member
(1999-present). of the Board of Directors of the Social
Investment Forum (SIF), the steering
committee of the SIF International
Working Group, and the advisory committee
of the Shareholder Action Network.
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Michelle L.Lee Guilmette Assistant Treasurer (1997-present)(since 1997) Ms. Guilmette is the Operations
c/o Pax World Management Corp. and Assistant Secretary (since Specialist for- Broker/Dealer Services
222 State Street (1999-present)1999) - Pax World for the Pax World Funds and Pax World
Portsmouth, NH 03801-3853; Balanced Fund, Inc.; Management Corp. (1999-present) and was (30) a Shareholder
Portsmouth, NH 03801; (31) Inc. Services Representative (1992-1999) for
Pax World Management Corp. Ms. Guilmette
Assistant Secretary - Pax World for thealso is an Assistant Treasurer of Pax
Growth Fund, Inc. (since 1999) World Balanced Fund, Inc.
(1997-present), and an Assistant
Assistant Secretary - Pax World Funds andSecretary of Pax World Balanced Fund,
High Yield Fund, Inc. (since 2000) Inc. (1999-present), Pax World Growth
Fund, Inc. (1999-present); Management Corp. (1992-1999). and
Assistant Secretary - Pax World
High Yield Fund, Inc. (2000-present).
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Janet Lawton Spates Co-TreasurerTreasurer - Pax World Balanced Ms. Spates isserves as the Chief OperatingFinancial
c/o Pax World Management Corp. Fund, Inc. (1998-present);(since 1998) Officer for the Pax World Funds and PaxManagement Corp.
222 State Street World Management Corp. (1992-present). Ms. Spates also is
Portsmouth, NH 03801-3853;03801; (35) Assistant Treasurer - Pax World Ms. Spates is also a Co-TreasurerTreasurer of Pax (34)World Management Corp.
Growth Fund, Inc. (1997-present);(since 1997) (1998-present) and of Pax World Management Corp.Balanced
Fund, Inc. (1998-present). and an
Assistant Treasurer - Pax World Assistant Treasurer of Pax World Growth
High Yield Fund, Inc. (since 1999) Fund, Inc. (1997-present) and Pax World
High Yield Fund, Inc. (1999-present).
- ------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------ ------------------------------------------
Lee D. Unterman Secretary - Pax World Balanced(since 1997) and Chief Mr. Unterman is a Partner withserves as the lawSecretary of
c/o Kurzman Karelsen & Frank, LLP Compliance Officer (since 2004) - Pax World Balanced Fund, Inc.
230 Park Avenue Pax World Balanced Fund, Inc. (1997-present);, Pax World Growth Fund,
New York, NY 10169; (54) Inc. (1997-present) and Pax World High
Secretary (since 1997) and Chief Yield Fund, Inc. (1999-present) and as
Compliance Officer (since 2004) - Chief Compliance Officer for Pax World
Pax World Growth Fund, Inc. Balanced Fund, Inc., Pax World Growth
Fund, Inc. and Pax World High Yield
Secretary (since 1999) and Chief Fund, Inc. and for Pax World Management
Compliance Officer (since 2004) - Corp. (2004-present). Mr. Unterman is a
Pax World High Yield Fund, Inc. Partner with the law firm of Kurzman
Karelsen & Frank, LLP 230 Park Avenue New York, NY (2000-present) and
was a
New York, NY 10169; Secretary - Pax World Growth Fund, Partner with the law firms of
Bresler,
(53) Inc. (1997-present); and Goodman & Unterman, LLP
(1997-2000) and Broudy & Jacobson
New York, NY
Secretary(1988-1997). In addition, Mr. Unterman
serves as the Chief Compliance Officer
(since September 2004) of David J.
Greene and Company, LLC, a registered
broker/dealer and investment adviser,
which is not currently engaged in the
public mutual fund industry.
- Pax World High Yield (1988-1997).
Fund, Inc. (1999-present).
- ------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------ ------------------------------------------
(1) Officers of the Fund are elected each year at the Fund's Annual Meeting of
the Board of Directors and hold office until the next Annual Meeting of the
Board of Directors of the Fund or until a successor shall have been chosen and
shall have qualified.
OWNERSHIP OF SHARES IN THE PAX WORLD FUND FAMILY
The following table shows the amount of equity securities owned by each
member of the Board of Directors of the Fund (i) in the Fund and (ii) in all
registered investment companies in the Pax World Fund Family overseen by such
member as of December 31, 2003:2004:
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
Aggregate Dollar Range of
Equity Securities in All
Funds Overseen or to be
Dollar Range of Equity Overseen by the Nominee in
Securities in the Fund the Pax World Fund Family
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
Interested Directors
- --------------------------------------------------------------------------------------------------
--------------------------------------- -------------------------- -------------------------------
Mr. Thomas W. Grant $10,001-$50,000 $50,001-$100,000$50,001 - --------------------------------------------------------------------------------------------------$100,000 $50,001 - $100,000
- --------------------------------------- -------------------------- -------------------------------
Mr. Laurence A. Shadek $50,001-$100,000 over$50,001 - $100,000 Over $100,000#
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
Disinterested Directors
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
Mr. Carl H. Doerge, Jr. $50,001-$100,000$50,001 - $100,000 over $100,000
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
Mr. James M. Large, Jr. None None
- ----------------------------------------------------------------------------------------------------------------------------------------- -------------------------- -------------------------------
Mr. Louis F. Laucirica $0-$10,000 $10,001-$50,000$0 - --------------------------------------------------------------------------------------------------$10,000 $10,001 - $50,000
- --------------------------------------- -------------------------- -------------------------------
Ms. Joy L. Liechty $10,001-$50,000 $10,001-$50,000$10,001 - --------------------------------------------------------------------------------------------------$50,000 $10,001 - $50,000
- --------------------------------------- -------------------------- -------------------------------
Mr. Sanford C. Sherman $10,001-$50,000 $10,001-$50,000$10,001 - --------------------------------------------------------------------------------------------------$50,000 $50,001 - $100,000
- --------------------------------------- -------------------------- -------------------------------
Dr. Nancy S. Taylor $50,001-$100,000 $50,001-$100,000$50,001 - --------------------------------------------------------------------------------------------------$100,000 $50,001 - $100,000
- --------------------------------------- -------------------------- -------------------------------
Ms. Esther J. Walls $10,001-$50,000 $10,001-$50,000$10,001 - --------------------------------------------------------------------------------------------------$50,000 $10,001 - $50,000
- --------------------------------------- -------------------------- -------------------------------
# Includes shares of the Pax World Growth Fund, Inc. and Pax World High
Yield Fund, Inc. owned of record by the Adviser.
COMPENSATION OF DIRECTORS
Effective January 1, 2005, the Fund pays each of its interested
directors an annual retainer fee of $1,750 and each of its disinterested
directors an annual retainer fee of $3,500. The Fund currentlyalso pays each of its
interested directors a fee of $1,000, and each of its disinterested directors a
fee of $2,000, for attendance at each meeting of the Board of Directors of the
Fund. Members of the Board of Directors of the Fund are also reimbursed for
their travel expenses for attending meetings of the Board of -6-
Directors. In
addition, the Fund pays $1,000 to each member of its Audit Committee for
attendance at each meeting of its Audit Committee, plus reimbursement for travel
expenses
-6-
incurred in connection with attending such meetings. The Fund also pays $300 to
each member of its Nominating Committee for attendance at each meeting of its
Nominating Committee, 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 a member of the Board of Directors of the
Fund.
The following table sets forth certain information relating to all
directors of the Fund and for each of the three highest paid executive officers
of the Fund who received aggregate compensation from the Fund for the most
recently completed fiscal year exceeding $60,000:
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Pension or Total Compensation
Retirement from the Fund and
Aggregate Benefits Accrued Estimated the Pax World Fund
Compensation from as Part of Fund Annual Benefits Family Paid to
Name andof Person and Position the Fund Expenses Upon Retirement Directors*
- ------------------------------------------------------------------------------------------------------------------
Interested Person
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
- -------------------------------------- ------------------- ------------------ ----------------- --------------------
Interested Person
- -------------------------------------- ------------------- ------------------ ----------------- --------------------
Mr. Thomas W. Grant $4,000 0 0 $6,400$6,700 (3)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Mr. Laurence A. Shadek $4,000 0 0 $6,400$6,700 (3)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Disinterested Person
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Mr. Carl H. Doerge, Jr. $13,000$19,000 0 0 $26,000$39,000 (3)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Mr. James M. Large, Jr. $10,000$19,000 0 0 $20,000$39,000 (3)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Mr. Louis F. Laucirica $6,000$16,000 0 0 $12,000$33,000 (3)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Ms. Joy L. Liechty $8,000$16,000 0 0 $12,000$24,000 (2)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Mr. Sanford C. Sherman $13,000$19,000 0 0 $19,500$28,500 (2)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Dr. Nancy S. Taylor $8,000$16,000 0 0 $12,000$24,000 (2)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
Ms. Esther J. Walls $8,000$16,000 0 0 $16,000$33,000 (3)
- -------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------- ------------------ ----------------- --------------------
*The* The total compensation paid to such persons by the Fund and the Pax World Fund
Family for the fiscal year ended December 31, 2003.2004. The parenthetical number
represents the number of investment companies (including the Pax World Money
Market Fund) from which such person receives compensation that are considered
part of the Pax World Fund Family, because, among other things, they have a
common investment adviser or sub-adviser.
Director's fees paid by the Fund, Pax World Growth Fund, Inc., Pax World
High Yield Fund, Inc. and Pax World Money Market Fund, Inc. in 20032004 and travel
expenses reimbursed by the Fund, Pax World Growth Fund, Inc., Pax World High
Yield Fund, Inc. and Pax World Money Market Fund, Inc. in 20032004 to members of the
Board of Directors of the Fund are as follows:
Pax World Balanced Pax World Growth Pax World High Pax World Money
Fund, Inc. Fund, Inc. Yield Fund, Inc. Market Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------
Interested Directors
Mr. Thomas W. Grant $4,269.39 $1,469.39 $1,469.38$5,483.97 $2,358.48 $2,795.90 Not Applicable
Mr. Laurence A. Shadek $4,000.00 $1,200.00 $1,200.00$4,383.86 $1,583.86 $1,723.99 Not Applicable
Disinterested Directors
Mr. Carl H. Doerge, Jr. $13,000.00 $6,500.00 $6,500.00$19,866.63 $10,366.62 $10,906.09 Not Applicable
Mr. James M. Large, Jr. $10,126.66 $5,126.65 $5,126.65$19,000.00 $9,500.00 $10,500.00 Not Applicable
Mr. Louis F. Laucirica $6,089.76 $3,089.76 $3,089.75$16,848.26 $8,848.26 $9,166.66 Not Applicable
Ms. Joy L. Liechty $8,565.28 $4,565.26$16,836.42 $8,836.40 Not Applicable Not Applicable
Mr. Sanford C. Sherman $13,083.43 $6,537.63$19,109.71 $9,609.71 Not Applicable Not Applicable
Dr. Nancy S. Taylor $8,000.00 $4,000.00$16,094.53 $8,094.53 Not Applicable Not Applicable
Ms. Esther J. Walls $8,148.50 $4,146.87 $4,146.89$16,180.77 $8,180.77 $9,180.76 Not Applicable
Substantially all of the issued and outstanding shares of capital stock
of the Adviser are currently owned by Mr. Laurence A. Shadek and his three
siblings, Messrs. Thomas F. Shadek and James M. Shadek and Ms. Katherine Shadek
Boyle. In addition, the Shadek family has a twenty-five and sevenseventy-three one
hundredths percent (25.07%(25.73%) ownership interest in H. G. Wellington. Brokerage
commissions paid by the Fund to H. G. Wellington during 20022003 and 20032004 totaled
$196,212$274,273 and $274,273,$198,778, respectively (32%(28% and 28%21%, respectively, of total 20022003
and 2004 commissions) and 12b-1 distribution expenses under the Fund's
distribution expense plan maintained pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended, paid by the Fund to H. G. Wellington during
2003 commissions).and 2004 totaled $5,239 and $5,855, respectively. Thomas W. Grant, the
President of the Adviser and H. G. Wellington, has less than a 5% ownership
interest in the Adviser and H. G. Wellington.
The Board of Directors of the Fund held a total of four (4) meetings
during the year ended December 31, 2003.2004. In addition, the independent members of
the Board of Directors of the Fund held a total of four (4) meetings during the
year ended December 31, 2004. The Board has an Audit Committee consisting of
Messrs. Carl H.
-7-
Doerge, Jr., James M. Large, Jr. and Sanford C. Sherman, and an Investment Committee
consisting of Messrs. Laurence A. Shadek, Thomas W. Grant and Christopher H.
Brown (Portfolio Manager of the Fund)., and a Nominating Committee consisting of
Mr. Louis F. Laucirica, Ms. Joy L. Liechty and Dr. Nancy S. Taylor. 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 Fund's Board of
-7-
Directors has determined that the Fund has
three "financial experts" (as defined under Regulation S-K of the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended)
serving on its Audit Committee, namely Messrs. Carl H. Doerge, Jr., James M.
Large, Jr. and Sanford C. Sherman. The Investment Committee has responsibility
for overseeing the investments of the Fund. The Nominating Committee has
responsibility for nominating new members to the Fund's Board of Directors. The
Nominating Committee does not have a charter and is in the process of developing
policies and procedures with regard to identifying and evaluating candidates for
nomination to the Fund's Board of Directors. Shareholders of the Fund who desire
to recommend candidates to the Fund's Board of Directors at this time should
follow the procedures for shareholder proposals described below in the section
entitled "Shareholder Proposals". The Fund has no nominating committee or other standing committee. The
Audit Committee held five (5)three (3) meetings during the year and the Investment
Committee held two (2) meetings during the year. The Nominating Committee did
not meet during the year. Each director attended all of the meetings of the
Board of Directors and the committee(s) upon which they served except Mr. James M. Large, Jr.and the 2004
Annual Meeting of the Shareholders of the Fund.
Communications to the Board of Directors of the Fund may be addressed as
follows: Board of Directors, Pax World Balanced Fund, Inc., who was unablec/o Laurence A.
Shadek, Chairman of the Board, Pax World Balanced Fund, Inc., 222 State Street,
Portsmouth, NH 03801-3853; communications to attend the December 11,
2003 meetingsan individual member of the Board
of Directors of the Fund may be addressed to such member c/o Pax World Balanced
Fund, Inc., 222 State Street, Portsmouth, NH 03801-3853. A copy of all
communications addressed to the Board of Directors of the Fund as a whole shall
be provided to each member of the Board of Directors of the Fund. The Fund
reserves the right to amend this policy at any time and Audit Committee.from time to time
without prior notice to the Fund's shareholders.
PROPOSAL 2 -- TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE FUND
The Board of Directors of the Fund, on the recommendation of the Audit
Committee of the Board of Directors, has unanimously approved the selection of
Ernst & Young LLP ("EY") as the independent public accountants of the Fund for
the fiscal year ending December 31, 20042005 and hereby seeks shareholder
ratification of such selection. EY has advised the Fund that neither EY nor any
of its members or employees has, or has had in the past three years, any
financial interest in the Fund or any relation to the Fund other than the
ownership by less than ten EY employees of shares of one or more funds
comprising the Pax World Fund Family, which shares were divested by such
employees, either prior to or immediately upon EY's initial selection as the
independent public accountants of the Fund, in accordance with the rules and
regulations promulgated by the Securities and Exchange Commission.
Representatives of EY 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.(1)
AUDIT FEES. The aggregate fees billed the Fund for each of the last two
fiscal years for professional services rendered by EY and the Fund's former
principal accountant, Pannell Kerr Forster, P.C. ("PKF"), for the audit of the
Fund's annual financial statements and review of the financial statements
included in the Fund's interim reports or services that are normally provided by
the accountants in connection with statutory and regulatory filings or
engagements (including tax fees reported under "Tax Fees", below) were as
follows for fiscal
years 20022003 and 2004 were as follows:
- ------------------------ --------------------- ---------------------
2003 respectively:
2002 2003
---- ----2004
- ------------------------ --------------------- ---------------------
EY $50,500 $64,097
- ------------------------ --------------------- ---------------------
PKF $38,156 $0
$50,500
PKF $65,744 $38,156- ------------------------ --------------------- ---------------------
AUDIT-RELATED FEES. The aggregate fees billed in each of the last two
fiscal years for assurance and related services by EY and PKF that are
reasonably related to the performance of the audit or review of the Fund's
financial statements and are not reported under "Audit Fees", above, of this
Item were $0 and $0 for fiscal years 20022003 and 2003,2004, respectively - none of which
were required to be approved by the Audit Committee of the Fund's Board of
Directors pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. There
were no services rendered by the Fund's principal accountantsaccountant during fiscal years
20022003 and 20032004 under this category.
TAX FEES. The aggregate fees billed in each of the last two fiscal
years for professional services rendered by EY and PKF for tax compliance, tax
advice, and tax planning for fiscal years 20022003 and 2003,2004, respectively - none of
which were required to be approved by the Audit Committee of the Fund's Board of
Directors pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, are as
follows.
2002 2003
---- ----
EY $0 $9,500
PKF $9,500 $0
The nature of the services comprising the fees disclosed under this category
are: review and execution of federal, state and excise tax returns and advice
concerning tax compliance and planning.
ALL OTHER FEES. The aggregate fees billed in each of the last two fiscal
years for products and services provided by EY and PKF, other than the services
reported in "Audit Fees", "Audit-Related Fees", and "Tax Fees", above, of this
Item, are $0 and $0 for fiscal years 2002 and 2003, respectively - none of which
were required to be approved by the Audit Committee of the Fund's Board of
Directors pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. There
were no services rendered by the principal accountants during fiscal years 2002
and 2003 under this category.
The pre-approval policies and procedures of the Audit Committee of the
Fund's Board of Directors described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X are
as follows:
all audit and non-audit services outside the
scope of the engagement letter entered into between the Fund and EY dated
September 30, 2003 are subject to pre-approval by the Audit Committee of the
Board of Directors of the Fund.
The percentage of services described in "Audit-Related Fees", "Tax Fees"
and "All Other Fees", above, that were approved by the Audit Committee of the
Fund's Board of Directors pursuant to paragraph (c)(7)(i)(C) of Rule
- ---------------------------
(1) At a meeting of the Board of Directors of the Fund held on March 13, 2003,
the Board of Directors unanimously voted to terminate the retention of the
Fund's prior independent public accountants, Pannell Kerr Forster, P.C. ("PKF"),
as a result of the Board's concern about the accuracy of certain tax advice
provided by PKF to the Fund and Pax World High Yield Fund, Inc. (the "High Yield
Fund") in prior years. In particular, PKF caused the Fund to pay state income
taxes to the State of New Hampshire for fiscal years 1991 through 2001,
inclusive, and the High Yield Fund to pay such taxes to the State of New
Hampshire for fiscal years 2000 and 2001, even though a statutory exemption was
available. An application for a refund of those taxes has been made to the State
of New Hampshire and the Fund and the High Yield Fund are also seeking
reimbursement from PKF of the amount paid for those taxes. Shareholders should
note that there have been no disagreements between the Fund and PKF on any
matter of accounting principles or practices and PKF has never rendered an
adverse or qualified opinion about the Fund's financials. Under the
circumstances, however, and notwithstanding the fact that the Audit Committee of
the Board of Directors and the Board of Directors of the Fund have been pleased,
in general, with the services rendered by PKF to the Pax World Fund Family for
the past twenty years, the Board of Directors of the Fund, acting upon the recommendation
of the Audit Committee of the Board of Directors, felt it necessary and
appropriate to seek new independent public accountants for the Fund.
-8-
- ------------------------ --------------------- ---------------------
2003 2004
- ------------------------ --------------------- ---------------------
EY $9,500 $10,500
- ------------------------ --------------------- ---------------------
PKF $0 $0
- ------------------------ --------------------- ---------------------
The nature of the services comprising the fees disclosed under this category
are: review and execution of federal, state and excise tax returns and advice
concerning tax compliance and planning.
ALL OTHER FEES. The aggregate fees billed in each of the last two fiscal
years for products and services provided by EY and PKF, other than the services
reported in "Audit Fees", "Audit-Related Fees", and "Tax Fees", above, of this
Item, are $0 and $0 for fiscal years 2003 and 2004, respectively - none of which
were required to be approved by the Audit Committee of the Fund's Board of
Directors pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. There
were no services rendered by the principal accountants during fiscal years 2003
and 2004 under this category.
The pre-approval policies and procedures of the Audit Committee of the
Fund's Board of Directors described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X are as follows: all audit and non-audit services outside the
scope of the engagement letter entered into between the Fund and EY dated
September 30, 2003 are subject to pre-approval by the Audit Committee of the
Board of Directors of the Fund.
The percentage of services described in "Audit-Related Fees", "Tax Fees"
and "All Other Fees", above, that were approved by the Audit Committee of the
Fund's Board of Directors pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X and the percentage of services described in "Audit-Related Fees",
"Tax Fees" and "All Other Fees", above, that were required to be approved by the
Audit Committee of the Fund's Board of Directors pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X were as follows:
Item Approved Required to be
Item Approved
Approved
20022003 Audit-Related Fees Not Applicable 0%
Tax Fees 0% 0%
All Other Fees Not Applicable 0%
20032004 Audit-Related Fees Not Applicable 0%
Tax Fees 0% 0%
All Other Fees Not Applicable 0%
The percentage of hours expended on the principal accountant's engagement
to audit the Fund's financial statements for the most recent fiscal year that
were attributed to work performed by persons other than the principal
accountant's full-time, permanent employees was less than fifty percent.
The aggregate non-audit fees billed by the Fund's accountant for services
rendered to the Fund, and rendered to the Adviser (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser), and any entity controlling, controlled
by, or under common control with the Adviser that provides ongoing services to
the Fund are $0 and $0 for fiscal years 20022003 and 2003,2004, respectively.
The Audit Committee of the Fund's Board of Directors has not considered
whether the provision of non-audit services that were rendered to the Adviser
(not including any sub-adviser whose role is primarily portfolio management and
is subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the Adviser that
provides ongoing services to the Fund that were not pre-approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining the principal accountant's independence because there were no
non-audit services rendered by the Fund's principal accountant to the Adviser or
such other entities.
-9-
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 supplemental solicitations provided by the Fund's shareholder service
representatives and/or officers, if any, would be nominal. The Fund will forward
to any record owners proxy materials for any beneficial owner that such record
owners may request.
-9-
SHAREHOLDER PROPOSALS
If a shareholder of the Fund wants to include a proposal in the Fund's
proxy statement and form of proxy for presentation at the 20052006 Annual Meeting of
Shareholders, the proposal must be received by December 24, 200428, 2005 and must
otherwise comply with the rules of the Securities and Exchange Commission
relating to the submission of shareholder proposals. Proposals must be mailed to
the Fund's principal executive offices at 222 State Street, Portsmouth, NH
03801-3853 Attention: Secretary. A shareholder proposal not included in the
Fund's proxy statement for the 20052006 Annual Meeting of Shareholders will be
ineligible for presentation at that meeting.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL AND/OR RECORD OWNERS AND MANAGEMENT
Name and Address of Amount and Nature of
Title of Class BeneficialBeneficial/Record Owner BeneficialBeneficial/Record Ownership Percent of Class
Interested Directors and Officers
Common Stock Charles Schwab & Co. Inc. 8,910,588.399 shares of 12.990%
Special Custody Account for the the Common Stock of the
Exclusive Benefit of Customers Fund
101 Montgomery Street
San Francisco, CA 94104
Common Stock ING Life Insurance & Annuity Co. 3,686,621.500 shares of 5.370%
151 Farmington Avenue the Common Stock of the
Hartford, CT 06156 Fund
Common Stock National Financial Services Corp. 4,680,077.989 shares of 6.820%
FBO Exclusive Benefit of Customers the Common Stock of the
One World Financial Center Fund
200 Liberty Street
New York, NY 10281
Interested Directors and Officers
Common Stock Mr. Thomas W. Grant 2,402.7821,993.719 shares of the 0.004%0.003%
14 Wall Street Common Stock of the Fund
New York, NY 10005
Common Stock Mr. Laurence A. Shadek 3,180.6713,212.077 shares of the 0.005%
14 Wall Street Common Stock of the Fund
New York, NY 10005
Disinterested Directors and Officers
Common Stock Mr. Carl H. Doerge, Jr. 4,118.1644,158.827 shares of the 0.007%0.006%
c/o Pax World Management Corp. Common Stock of the Fund
222 State Street
Portsmouth, NH 03801
Common Stock Mr. James M. Large, Jr. 00.000 shares of the Common 0.000%
Commonc/o Pax World Management Corp. Stock of the Fund
222 State Street
Portsmouth, NH 03801
Common Stock Mr. Louis F. Laucirica 253.635299.467 shares of the Less than 0.001%
c/o Pax World Management Corp. Common Stock of the Fund
222 State Street
Portsmouth, NH 03801
Common Stock Ms. Joy L. Liechty 1,296.0271,460.022 shares of the 0.002%
c/o Pax World Management Corp. Common Stock of the Fund
222 State Street
Portsmouth, NH 03801
Common Stock Mr. Sanford C. Sherman 1,619.8751,852.227 shares of the 0.003%
c/o Pax World Management Corp. Common Stock of the Fund
222 State Street
Portsmouth, NH 03801
-10-
Common Stock Dr. Nancy S. Taylor 3,500.8233,535.390 shares of the 0.006%0.005%
c/o Pax World Management Corp. Common Stock of the Fund
222 State Street
Portsmouth, NH 03801
Common Stock Ms. Esther J. Walls 1,051.9511,046.703 shares of the 0.002%
c/o Pax World Management Corp. Common Stock of the Fund
222 State Street
Portsmouth, NH 03801
-10-
HOUSEHOLDING OF ANNUAL REPORTS
The Securities and Exchange Commission permits the delivery of a single
set of annual reports to any household at which two or more shareholders reside,
if the shareholders consent. This procedure, referred to as householding,
reduces the volume of duplicate information you receive, as well as the Fund's
expenses.
If you prefer to receive separate copies of the Fund's annual report,
either now or in the future, the Fund will promptly deliver, upon your written
or oral request, a separate copy of the annual report, as requested, to any
shareholder at such shareholder's address to which a single copy was delivered.
Notice should be given by writing to the Fund at 222 State Street, Portsmouth,
NH 03801-3853 or telephoning the Fund at 1-800-767-1729. If you are currently a
shareholder of the Fund sharing an address with another shareholder of the Fund
and wish to have only one annual report delivered to your household in the
future, please contact us at the same address or telephone number.
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
Investment Company Act of 1940, as amended; 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.
-11-
PROXY PROXY
PAX WORLD BALANCED FUND, INC.
C/O PFPC, INC.
760 MOORE ROAD
KING OF PRUSSIA, PA 19406-121219406
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 10, 20049, 2005
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PAX WORLD BALANCED 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 Balanced Fund, Inc. held on record by the undersigned
on April 16, 2004,18, 2005, at the annual meeting of shareholders to be held on Thursday,
June 10, 2004,9, 2005, or at any adjournment or adjournments thereof.
VOTE VIA THE INTERNET: https:HTTPS://vote.proxy-direct.comVOTE.PROXY-DIRECT.COM
VOTE BY TELEPHONE: 1-866-241-6192
CONTROL NUMBER: 999 9999 9999 999
NOTE: Please sign exactly as your name appears on this
proxy 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. PLEASE DO NOT INDICATE
ADDRESS CORRECTIONS OR CHANGES, REGISTRATION CHANGES OR
ANY OTHER INFORMATION ON THIS CARD.
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Signature
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Signature of joint owner, if any
-----------------------------------------, 2004________________________________________, 2005
Date
I plan to attend the Meeting Yes /_/ No /_/
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.
PAX WORLD BALANCED FUND, INC.
ANNUAL SHAREHOLDERS MEETING - JUNE 10, 20049, 2005
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.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [ ]
1. To elect the following nine nominees as Directors of the Fund:
01 Carl H. Doerge, Jr. 02 Thomas W. Grant 03 James M. Large, Jr.
04 Louis F. Laucirica 05 Joy L. Liechty 06 Laurence A. Shadek
07 Sanford C. Sherman 08 Nancy S. Taylor 09 Esther J. Walls
[ ] FOR ALL
[ ] WITHHOLD ALL
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee(s),
mark the "FOR ALL EXCEPT" box and write the number(s)
of such nominee(s) on the line provided below:
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2. To ratify the selection of Ernst & Young LLP 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 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.
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EVERY PROXY VOTE IS IMPORTANT!
VOTE YOUR PROXY ON THE PHONE OR 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 at hand.
2. Call toll-free 1-866-241-6192 or go to website
https://vote.proxy-direct.com.
3. Enter your 14-digit CONTROL NUMBER from your proxy card.
4. Follow the recorded or on-screen directions.
4.5. Do NOT mail your proxy card when you vote by phone or Internet.
I M P O R T A N T
PLEASE SEND IN YOUR PROXY... TODAY!
Please sign and date the enclosed proxy and return it promptly. This will help
save the expense of follow-up letters and telephone calls to shareholders who
have not responded.
COME AND MEET PAX WORLD!
We'd love to meet you! We invite you to join us for the Pax World Annual
Shareholders Meeting on June 10, 20049, 2005 in Portsmouth, NH. Come and hear reports
from the Chairman of the Board, President, Portfolio Managers and Vice President
of Social Research.
(See other side for details.)
PAX WORLD ANNUAL SHAREHOLDERS MEETING
WHERE: Sheraton Harborside Hotel ~ 250 Market Street ~ Portsmouth, NH
WHEN: Thursday, June 10, 20049, 2005 - 9:45am - 1:00pm
WHEN YOU VOTE, PLEASE LET US KNOW IF YOU PLAN TO JOIN US FOR THE
MEETING!
o Check the RSVP box on your Proxy Vote Card, or
o Click on the RSVP box on the Proxy Vote website (details on the
Proxy Vote Card), or
o RSVP when you vote by phone at 1-866-241-6192
IF YOU PLAN TO VOTE YOUR SHARES AT THE
MEETING, YOU MAY RSVP BY CALLING US AT 1-800-767-1729 OR BY
E-MAIL AT info@paxworld.com.
PLEASE RSVP BEFORE JUNE 1ST. Continental Breakfast will be served.
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