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Registration No. 333-43587
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-
6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Pax World Money Market Fund, Inc.
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(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)(4) 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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Pax World Money Market Fund, Inc.
(the "Fund")
600 Fifth Avenue
New York, New York 10020
August 21, 2000
Dear Shareholder:
As we announced to you in July, the parent company of the Fund's sub-adviser
has entered into an agreement to be acquired by CDC Asset Management, a
leading French financial institution, as more fully described in the enclosed
proxy statement. As a result, we are soliciting your vote for approval of
certain items as described in the enclosed proxy statement. Reading this
letter completely may make your review of the proxy statement easier. We ask
that you review the proxy statement and vote your shares promptly. You can
vote by returning the enclosed card or following the instructions located on
your proxy card to vote via the Internet or touch-tone phone.
Q. What are the Proposals about?
Two proposals are described in the enclosed proxy statement.
The first proposal relates to the sub-advisory agreement for the Fund. The
laws governing mutual funds generally require that when a sub-adviser
undergoes a change in ownership, the sub-advisory agreement with the fund will
terminate. In order for the Fund to continue with Reich & Tang Asset
Management L.P. as the sub-adviser, shareholders must approve the new form of
agreement. The proposed new agreement is substantially the same as the current
agreement. Fees will not change and no changes are planned to the portfolio
managers of your Fund.
The second proposal relates to the ratification of PricewaterhouseCoopers
LLP as the Fund's independent accountants.
Q. How will the CDC transaction affect the Fund?
The transaction is not expected to affect the daily operations of the Fund
or the sub-advisory activities of Reich & Tang Asset Management L.P. Reich &
Tang Asset Management L.P. and the Fund will continue to operate autonomously,
but will be part of a larger organization with the resources of CDC Asset
Management. We will continue to work to meet your expectations for competitive
performance and high quality customer service. The Fund's investment
objectives, strategies and portfolio managers are not expected to change as a
result of the transaction.
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Remember--Your Vote Counts!
Your vote is extremely important, even if you only own a few Fund shares.
Voting promptly is also important. If we do not receive enough votes, we will
have to resolicit shareholders, which can be time consuming and may delay the
meeting. You may receive a reminder call to return your proxy from D.F. King &
Company, a proxy solicitation firm.
Now you can use the Internet or your telephone, if you want to vote
electronically. Please see your proxy card for more information and the
instructions. If you do vote electronically, you do not need to mail your
proxy card. However, if you want to change your vote you may do so using the
proxy card, telephone or Internet.
Thank you for your cooperation in voting on these important proposals. If
you have questions, please call your financial representative. Or, if your
questions relate specifically to the proxy matters, please call our service
center representatives toll-free at 1-800-221-3079.
Sincerely,
/s/ Thomas W. Grant
Thomas W. Grant
President
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Pax World Money Market Fund, Inc.
(the "Fund")
600 Fifth Avenue
New York, New York 10020
(212) 830-5220
Notice of Special Meeting of Shareholders
October 10, 2000
A Special Meeting of the shareholders of the Fund will be held at 9:30 a.m.
at the offices of the Fund, 600 Fifth Avenue, New York, New York for these
purposes:
1. To approve a new Sub-Advisory Agreement between Reich & Tang Asset
Management L.P. and Pax World Management Corp. for the Fund.
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for its fiscal year ending January 31, 2001.
3. To consider and act upon any other matters that properly come before
the meeting and any adjourned session of the meeting.
Shareholders of record at the close of business on August 15, 2000 are
entitled to notice of and to vote at the meeting and any adjourned session.
By order of the Board of
Directors
Bernadette N. Finn
Secretary of the Fund
August 21, 2000
Please respond. Your vote is important. Please complete, sign, date and
return the enclosed proxy card, whether or not you plan to attend the
meeting.
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PROXY STATEMENT
Pax World Money Market Fund, Inc.
(the "Fund")
600 Fifth Avenue
New York, New York 10020
(212) 830-5220
The Directors of Pax World Money Market Fund, Inc. are soliciting proxies
from the shareholders of the Fund in connection with a Special Meeting of
Shareholders of the Fund (the "Meeting"). The Meeting has been called to be
held on October 10, 2000 at 9:30 a.m. at the offices of the Fund, 600 Fifth
Avenue, New York, New York. The meeting notice, this Proxy Statement and proxy
cards are being sent to shareholders of record on August 15, 2000 (the "Record
Date") beginning on or about August 21, 2000.
The only items of business that the Directors expect will come before the
Meeting are approval of a new Sub-Advisory Agreement for the Fund (the "New
Sub-Advisory Agreement") between Reich & Tang Asset Management L.P. (the "Sub-
Adviser") and Pax World Management Corp. (the "Adviser") and ratification of
PricewaterhouseCoopers LLP as independent accountants for the Fund for its
fiscal year ending January 31, 2001. As explained below, the proposed New Sub-
Advisory Agreement for the Fund is identical (except for its date) to the Sub-
Advisory Agreement currently in effect for the Fund (the "Current Sub-Advisory
Agreement").
PROPOSAL 1 APPROVAL OF NEW SUB-ADVISORY AGREEMENT
Pax World Management Corp. is the investment adviser to the Fund. Reich &
Tang Asset Management L.P. is the sub-adviser to the Fund.
The reason the Directors are proposing the New Sub-Advisory Agreement for
the Fund is that the Current Sub-Advisory Agreement will terminate when the
Sub-Adviser's parent company, Nvest Companies, L.P. ("Nvest"), is acquired by
a new parent company, CDC Asset Management ("CDC AM"). (A federal law, the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
provides generally that the advisory agreements of mutual funds automatically
terminate when the investment adviser or its parent company undergo a
significant change of ownership.) Pax World Management Corp. is not affiliated
with Nvest, and therefore the advisory agreement between Pax World Management
Corp. and the Fund is not effected by this change. The Directors have
carefully considered the matter, and have concluded that it is appropriate to
enter into the New Sub-Advisory Agreement for the Fund, so that the Sub-
Adviser can continue to manage the Fund on the same terms as are now in
effect, following the acquisition of Nvest by CDC AM.
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The acquisition of Nvest by CDC AM will occur only if various conditions are
satisfied (or waived by the parties, if permitted by law). These conditions
include, among others, certain government approvals of the acquisition and
approval of the acquisition by vote of the unitholders of Nvest and Nvest,
L.P. ("Nvest, L.P."), Nvest's advising general partner. Nvest currently
expects that the acquisition will occur during the fourth calendar quarter of
2000, but the acquisition could be delayed. If the acquisition does not occur,
the New Sub-Advisory Agreement would not be needed because the automatic
termination of the Current Sub-Advisory Agreement would not occur.
Under the Investment Company Act, the Fund cannot enter into a New Sub-
Advisory Agreement unless the shareholders vote to approve the New Sub-
Advisory Agreement. The Meeting is being held to seek shareholder approval of
the New Sub-Advisory Agreement. No change in advisory fee rate is being
proposed.
Each share is entitled to cast one vote, and fractional shares are entitled
to a proportionate fractional vote.
The Directors recommend that the shareholders of the Fund vote to approve
the New Sub-Advisory Agreement.
Description of the New Sub-Advisory Agreement
The New Sub-Advisory Agreement for the Fund is identical to the Current Sub-
Advisory Agreement for the Fund, except that the date of the New Sub-Advisory
Agreement will be the date that CDC AM acquires Nvest. Appendix A to this
Proxy Statement sets forth information about the Current Sub-Advisory
Agreement, including the date of the Current Sub-Advisory Agreement and the
advisory fee rate under both the New Sub-Advisory Agreement and the Current
Sub-Advisory Agreement. Appendix B to this Proxy Statement contains the form
of the New Sub-Advisory Agreement. The Current Sub-Advisory Agreement and the
New Sub-Advisory Agreement match the form in Appendix B, except for the date
of the agreements. The next several paragraphs briefly summarize some
important provisions of the New Sub-Advisory Agreement, but for a complete
understanding of the agreements you should read Appendices A and B.
The New Sub-Advisory Agreement essentially provides that the Sub-Adviser,
subject to the Directors' general control and the supervision of the
investment adviser, will manage the Fund's portfolio of securities and make
decisions with respect to the purchase and sale of investments.
The New Sub-Advisory Agreement provides that it will continue in effect for
an initial period of two years (beginning on the date CDC AM acquires Nvest).
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After that, it will continue in effect from year to year as long as the
continuation is approved at least annually (i) by the Directors or by vote of
a majority of the outstanding voting securities of the Fund, and (ii) by vote
of a majority of the Directors who are not "interested persons," as that term
is defined in the Investment Company Act, of the Fund or the Sub-Adviser
(these Directors who are not "interested persons" are referred to below as the
"Independent Directors").
The New Sub-Advisory Agreement may be terminated without penalty by vote of
the Directors or by vote of a majority of the outstanding voting securities of
the Fund, on sixty days' written notice to the Sub-Adviser, or by the Sub-
Adviser upon sixty days' written notice to the Fund, and terminates
automatically in the event of its "assignment" as defined in the Investment
Company Act. The Investment Company Act defines "assignment" to include, in
general, transactions in which a significant change in the ownership of an
investment adviser or its parent company occur (such as the acquisition of
Nvest by CDC AM).
The New Sub-Advisory Agreement provides that the Sub-Adviser will not be
liable to the Fund or its shareholders, except for liability arising from the
Sub-Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.
Pursuant to an Administrative Services Contract with the Fund, the Sub-
Adviser also performs clerical, accounting supervision, office service and
related functions for the Fund and provides the Fund with personnel to (i)
supervise the performance of accounting related services by State Street
Kansas City, bookkeeping or recordkeeping agent for the Fund, (ii) prepare
reports to and filings with regulatory authorities, and (iii) perform such
other services as the Fund may from time to time request of the Sub-Adviser.
The personnel rendering such services may be employees of the Sub-Adviser, of
its affiliates or of other organizations.
The Sub-Adviser at its discretion voluntarily may waive its rights to any
portion of the management fee or the administrative services fee.
Distribution and Service Plan. Pursuant to Rule 12b-1 under the Investment
Company Act, the Securities and Exchange Commission has required that an
investment company which bears any direct or indirect expense of distributing
its shares must do so only in accordance with a plan permitted by the Rule.
The Fund's Board has adopted a distribution and service plan (the "Plan") and,
pursuant to the Plan, the Fund has entered into a Distribution Agreement and a
Shareholder Servicing Agreement (with respect to Individual Investor Class,
Broker Services Class and the MMA Praxis Class) with Reich & Tang
Distributors, Inc. (the "Distributor") as distributor of the Fund's shares.
Because the acquisition of Nvest by CDC AM will be considered to result in the
assignment of the Fund's
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Distribution and Shareholder Servicing Agreements with the Distributor,
causing those agreements to terminate upon the acquisition, the Board of the
Fund approved a new Distribution Agreement and a new Shareholder Servicing
Agreement with Reich & Tang Distributors, Inc. for the Fund to take effect if
a New Sub-Advisory Agreement is approved by shareholders of the Fund and upon
consummation of the acquisition. The new agreements would replace the current
agreements with the Distributor and would be identical to those agreements,
except for the dates of execution and effectiveness. These new agreements do
not require the approval of the Fund's shareholders.
Basis for the Directors' Recommendation
The Directors determined, at a meeting held on July 25, 2000, to recommend
that the Fund's shareholders vote to approve the New Sub-Advisory Agreement
for the Fund.
In coming to this recommendation, the Directors considered a wide range of
information of the type they regularly consider when determining whether to
continue a Fund's sub-advisory agreement in effect from year to year. The
Directors considered information about, among other things:
. the Sub-Adviser and its personnel (including particularly those
personnel with responsibilities for providing services to the Fund),
resources and investment process;
. the terms of the Sub-Advisory Agreement (in this case, the New Sub-
Advisory Agreement);
. the scope and quality of the services that the Sub-Adviser has been
providing to the Fund;
. the investment performance of the Fund and of similar funds managed by
other advisers;
. the advisory fee rates payable to the Sub-Adviser by the Fund and by
other funds and client accounts managed by the Sub-Adviser, and
payable by similar funds managed by other advisers (Appendix C to this
Proxy Statement contains information comparing the Fund's advisory fee
schedule to the fee schedule for other funds advised by the Sub-
Adviser that have investment objectives similar to the Fund's);
. the total expense ratios of the Fund and of similar funds managed by
other advisers;
. the Sub-Adviser's practices regarding the selection and compensation
of brokers and dealers that execute portfolio transactions for the
Fund, and the brokers' and dealers' provision of brokerage and
research services to
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the Sub-Adviser (see "Certain Brokerage Matters" below for more
information about these matters); and
. compensation payable by the Fund to affiliates of the Sub-Adviser for
other services (see Appendix D to this Proxy Statement for more
information about this compensation).
In addition to reviewing these kinds of information, which the Directors
regularly consider on an annual or more frequent basis, the Directors gave
particular consideration to matters relating to the possible effects on the
Sub-Adviser and the Fund of the acquisition of Nvest by CDC AM. Among other
things, the Directors considered:
. the stated intention of Nvest and CDC AM that the Sub-Adviser will
continue to have a high degree of sub-advisory autonomy from its
parent organizations and from other subsidiaries of Nvest;
. the stated intention of Nvest, CDC AM and the Sub-Adviser that the
acquisition not change the investment approach or process used by the
Sub-Adviser in managing the Fund;
. representations of senior executives of the Sub-Adviser and the
portfolio managers of the Fund that they have no intention of
terminating their employment with the Sub-Adviser as a result of CDC
AM's acquisition of Nvest, and representations of the Sub-Adviser,
Nvest and CDC AM that they have no intention of terminating the
employment of these executives or portfolio managers as a result of
the acquisition;
. certain actions taken by CDC AM, Nvest and the Sub-Adviser to help
retain and incent key personnel of Nvest and the Sub-Adviser;
. assurances from the Sub-Adviser that it has no plans, as a result of
or in connection with CDC AM's acquisition of Nvest, to change or
discontinue existing arrangements under which it waives fees or bears
expenses of the Fund;
. the general reputation and the financial resources of CDC AM and its
parent organizations; and
. the fact that affiliates of the Sub-Adviser who currently provide
transfer agency, distribution and shareholder services to the Fund are
willing to continue to do so following the acquisition, and that the
compensation rates payable by the Fund for these services are not
expected to change as a result of the acquisition.
In addition, the Directors considered that the agreement relating to the
acquisition of Nvest by CDC AM provides that CDC AM and its immediate parent
company will (subject to certain qualifications) use their reasonable best
efforts to
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assure compliance with Section 15(f) of the Investment Company Act. Section
15(f) provides that a mutual fund investment adviser or its affiliates can
receive benefit or compensation in connection with a change of control of the
investment adviser (such as CDC AM's acquisition of the Sub-Adviser's parent,
Nvest) if two conditions are satisfied. First, for three years after the
change of control, at least 75% of the members of the board of any registered
investment company advised by the adviser must consist of persons who are not
"interested persons," as defined in the Investment Company Act, of the
adviser. (No changes in the current composition of the Directors are required
to satisfy this condition.) Second, no "unfair burden" may be imposed on any
such registered investment company as a result of the change of control
transaction or any express or implied terms, conditions or understandings
applicable to the transaction. "Unfair burden" means any arrangement, during
the two years after the transaction, by which the investment adviser or any
"interested person" of the adviser receives or is entitled to receive any
compensation, directly or indirectly, from such investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any other person in connection with the purchase or sale of
securities or other property to, from or on behalf of such investment company.
After carefully considering the information summarized above, the Directors,
including the Independent Directors, unanimously voted to approve the New Sub-
Advisory Agreement for the Fund and to recommend that the Fund's shareholders
vote to approve the New Sub-Advisory Agreement for the Fund.
Information About the Ownership of the Sub-Adviser and the CDC AM/Nvest
Transaction
The Sub-Adviser is a limited partnership which has one general partner,
Reich & Tang Asset Management, Inc. (the "Sub-Adviser General Partner"). Mr.
Steven W. Duff is principal executive officer of the Sub-Adviser's Mutual
Funds Division. His principal occupation is his position with the Sub-
Adviser's Mutual Funds Division. The address of the Sub-Adviser, the Sub-
Adviser General Partner and Mr. Duff is 600 Fifth Avenue, New York, New York
10020. The Sub-Adviser also advises pension trusts, profit-sharing trusts and
endowments. The Sub-Adviser General Partner is a direct wholly-owned
subsidiary of Nvest Holdings, Inc. ("Nvest Holdings"), which in turn is a
direct wholly-owned subsidiary of Nvest. Nvest's managing general partner,
Nvest Corporation, is a direct wholly-owned subsidiary of MetLife New England
Holdings, Inc. MetLife New England Holdings, Inc. is a direct wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"). Nvest
Corporation is also the sole general partner of Nvest, L.P. Nvest, L.P.,
Nvest's advising general partner, is a publicly traded company listed on the
New York Stock Exchange. In addition to owning Nvest Corporation, MetLife
owns, directly or indirectly, approximately a 48% limited partnership interest
in Nvest. Nvest, L.P. owns approximately 15% of Nvest. (These
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percentages, which are as of June 30, 2000, do not reflect the vesting and
exercise, described below, of various options held by personnel of Nvest and
of its affiliates, including the Sub-Adviser, to acquire limited partnership
units of Nvest, L.P.) If the proposed acquisition is completed, Nvest
Corporation will cease to be the managing general partner of Nvest and the
general partner of Nvest, L.P., and MetLife will cease to own any partnership
interest in Nvest. MetLife is a wholly-owned subsidiary of MetLife, Inc., a
publicly traded company listed on the New York Stock Exchange. The address of
Nvest, Nvest Corporation, Nvest Holdings and Nvest, L.P. is 399 Boylston
Street, Boston, Massachusetts 02116. The address of MetLife New England
Holdings, Inc., MetLife and MetLife, Inc. is One Madison Avenue, New York, New
York 10010.
On June 16, 2000, Nvest and CDC AM announced that they and certain of their
respective affiliated companies had entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Under the Merger Agreement, CDC AM would
acquire all of the outstanding units of partnership interest in both Nvest and
Nvest, L.P., at a price of $40 per unit. This price is subject to reduction
(but not below $34 per unit) based in part on a formula that takes into
account the investment advisory fees payable to the Sub-Adviser and other
Nvest affiliates by their mutual fund and other investment advisory clients
that have consented to the transaction. Under this formula, the price per unit
that CDC AM will pay to acquire Nvest, including the price it will pay to
those Fund directors and officers who hold or have been granted options to
acquire units (see below), could be reduced if the Fund's shareholders do not
approve the New Sub-Advisory Agreement. Assuming a transaction price of $40
per unit, and the number of units and options outstanding as of June 30, 2000,
the aggregate price payable by CDC AM to acquire all of the units of Nvest
will be approximately $1.5 billion, and the aggregate price payable by CDC AM
to acquire all of the units of Nvest, L.P. (including payments with respect to
units subject to options) will be approximately $375 million.
The transaction will not occur unless various conditions are satisfied (or
waived by the parties, if permitted by law). One of these conditions is
obtaining approval or consent from investment advisory clients of the Sub-
Adviser and other Nvest affiliates (including mutual fund clients) whose
advisory fees represent a specified percentage of the total advisory fee
revenues of the Nvest organization. Because of this condition, approval or
disapproval by the Fund's shareholders of a New Sub-Advisory Agreement, taken
together with other clients' consents or approvals, could affect whether or
not the transaction occurs. As described below, certain directors and officers
of the Fund will receive certain material payments or benefits if the
transaction occurs. The transaction will result in the automatic termination
of the Current Sub-Advisory Agreement. If for some reason the transaction does
not occur, the automatic termination of the Current Sub-Advisory Agreement
will not occur, and the New Sub-Advisory Agreement will not be entered into,
even if it has been approved by the Funds' shareholders.
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As a result of the acquisition, Nvest and Nvest, L.P. would become indirect
wholly-owned subsidiaries of CDC AM, which in turn is 60% owned by CDC
Finance, a wholly-owned subsidiary of Caisse des depots et Consignations
("CDC"). Founded in 1816, CDC is a major diversified financial institution
with a strong global presence in the banking, insurance, investment banking,
asset management and global custody industries. In addition to its 60%
ownership of CDC AM through CDC Finance, CDC owns 40% of CNP Assurances, the
leading French insurance company, which itself owns 20% of CDC AM. CDC also
owns 35% of Caisse National des Caisses d'Epargne, which also owns 20% of CDC
AM. CDC is 100% owned by the French state. The main place of business of CDC
AM is 7, place des Cinq Martyrs du Lycee Buffon, 75015 Paris, France. The
registered address of CDC Finance is 56, rue de Lille, 75007 Paris, France.
The registered address of CDC is 56, rue de Lille, 75007 Paris, France. The
registered address of CNP Assurances is 4, place Raoul Dautry, 75015 Paris,
France. The registered address of Caisse National des Caisses d'Epargne is 5,
rue Masseran, 75007 Paris, France. Following the acquisition, it is expected
that Nvest will be renamed CDC Asset Management-North America.
Various personnel of Nvest and of its affiliates, including the Sub-Adviser,
have previously been granted options to purchase limited partnership units of
Nvest, L.P. ("Nvest L.P. Units"). The Merger Agreement provides that these
options will vest and become fully exercisable immediately before CDC AM's
acquisition of Nvest and Nvest, L.P., even though some of these options would
not otherwise have vested or been exercisable at that time. Each option will
be converted into the right to receive cash from Nvest in an amount equal to
the difference between the option's exercise price and the transaction price
of $40 per unit (subject to reduction, but not below $34 per unit, as
explained above).
Certain Relationships and Interests of Fund Directors and Officers
Steven W. Duff, a Director of the Fund, and the following persons who are
officers of the Fund are also officers or employees of the Sub-Adviser or
directors of the Sub-Adviser General Partner: Richard De Sanctis, Molly
Flewharty, Bernadette N. Finn and Roseanne Holtzer (collectively, the "Sub-
Adviser Affiliates"). Some of the Sub-Adviser Affiliates, including Mr. Duff,
own partnership units in Nvest or Nvest, L.P. or have the right to acquire
partnership units under options and, upon completion of CDC AM's acquisition
of Nvest, will receive the consideration provided in the Merger Agreement for
the partnership units they own or have the right to acquire under options.
Depending on the number of units a Sub-Adviser Affiliate owns or has the right
to acquire, the amount of consideration he or she receives could be
substantial. Also, in connection with CDC AM's acquisition of Nvest, CDC AM
will establish a retention program under which certain Sub-Adviser Affiliates,
including Mr. Duff, may receive cash retention awards payable over one to
three years. To receive these awards, which
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are in addition to regular salary and bonus payments and in some cases may be
substantial in amount, an eligible Sub-Adviser Affiliate must remain employed
by the Sub-Adviser and must agree to refrain from competing with the Sub-
Adviser and soliciting clients of the Sub-Adviser.
Certain Brokerage Matters
In their consideration of the New Sub-Advisory Agreement, the Directors took
account of the Sub-Adviser's practices regarding the selection and
compensation of brokers and dealers that execute portfolio transactions for
the Fund, and the brokers' and dealers' provision of brokerage and research
services to the Sub-Adviser. The Sub-Adviser has informed the Directors that
it does not expect to change these practices as a result of CDC AM's
acquisition of Nvest. The following is a summary of these practices:
The Fund's purchases and sales of portfolio securities are usually principal
transactions. Portfolio securities are normally purchased directly from the
issuer, from banks and financial institutions or from an underwriter or market
maker for the securities. There are usually no brokerage commissions paid for
such purchase. The Fund has paid no brokerage commissions since its formation.
Any transaction for which the Fund pays a brokerage commission will be
effected at the best price and execution available. Purchases from
underwriters of portfolio securities include a commission or concession paid
by the issuer to the underwriter, and purchases from dealers serving as market
makers include the spread between the bid and asked price.
Allocation of transactions, including their frequency, to various dealers is
determined by the Sub-Adviser in its best judgment and in a manner deemed in
the best interest of shareholders of the Fund rather than by any formula. The
primary consideration is prompt execution of orders in an effective manner at
the most favorable price. No preference in purchasing portfolio securities
will be given to banks or dealers which have entered into Shareholder
Servicing Agreements with the Distributor.
Investment decisions for the Fund will be made independently from those for
any other accounts or investment companies that may be or become managed by
the Sub-Adviser or its affiliates. If, however, the Fund and other investment
companies or accounts managed by the Sub-Adviser are simultaneously engaged in
the purchase or sale of the same security, the transactions may be averaged as
to price and allocated equitably to each account. In some cases, this policy
might adversely affect the price paid or received by the Fund or the size of
the position obtainable for the Fund. In addition, when purchases or sales of
the same security for the Fund and for other investment companies managed by
the Sub-Adviser occur contemporaneously, the purchase or sale orders may be
aggregated in order
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to obtain any price advantages available to large denomination purchasers or
sellers.
No portfolio transactions are executed with the Sub-Adviser or its
affiliates acting as principal. In addition, the Fund will not buy bankers'
acceptances, certificates of deposit or commercial paper from the Sub-Adviser
or its affiliates.
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Directors recommend that the shareholders ratify the selection of
PricewaterhouseCoopers LLP, independent public accountants, to audit the
accounts of the Fund for the fiscal year ending January 31, 2001.
PricewaterhouseCoopers LLP performed the audit for the Fund's fiscal year
ended January 31, 2000. The accounting firm of McGladrey & Pullen LLP had
audited the accounts of the Fund since inception. Effective August 13, 1999,
McGladrey & Pullen LLP resigned as the Fund's independent accountants because
its Investment Company Group had joined PricewaterhouseCoopers LLP. At that
time, PricewaterhouseCoopers LLP was recommended to the Board by the Audit
Committee and appointed as independent accountants by the Board of Directors.
PricewaterhouseCoopers LLP does not have any direct financial interest or any
material indirect financial interest in the Fund.
A representative of PricewaterhouseCoopers LLP is not expected to be present
at the shareholders' meeting. If the shareholders do not ratify the Directors'
recommendation, the Directors will submit another proposal to the shareholders
with a recommendation for independent public accountants.
Other Information
Principal Distributor's Address. The address of the Fund's principal
distributor, Reich & Tang Distributors, Inc., is 600 Fifth Avenue, New York,
New York, 10020.
Fund Annual Report. The Fund has previously sent its Annual Report to its
shareholders for the period ended January 31, 2000. You can obtain a copy of
this Report without charge by writing to the Fund at 600 Fifth Avenue, New
York, New York 10020 or by calling 1-800-221-3079.
Certain Purchases and Sales of Securities of the Sub-Adviser, Nvest, Nvest,
L.P. and MetLife, Inc. No Board Member had any purchases or sales of any
securities of the Sub-Adviser, Nvest, Nvest, L.P. or MetLife, Inc. since the
beginning of the Fund's most recently completed fiscal years except purchases
or sales that represented one percent or less of the outstanding securities of
any class of those companies.
Outstanding Shares and Significant Shareholders. Appendix E to this Proxy
Statement lists for the Fund the total number of shares outstanding as of July
31, 2000. It also identifies holders of more than 5% of the Fund, and contains
10
<PAGE>
information about the shareholdings in the Fund of the Directors and the
executive officers of the Fund. Only shareholders of record at the close of
business on August 15, 2000 are entitled to vote at the Meeting.
Information About Proxies and the Conduct of the Meeting
Solicitation of Proxies. Proxies will be solicited primarily by mailing this
Proxy Statement and its enclosures, but proxies may also be solicited through
further mailings, telephone calls, personal interviews or e-mail by officers
of the Fund or by employees or agents of the Sub-Adviser or of Nvest and its
affiliated companies. In addition, D. F. King & Co., Inc. has been engaged to
assist in the solicitation of proxies, at an estimated cost of $1,500.
Costs of Solicitation. All of the costs of the Meeting, including the costs
of soliciting proxies, will be paid by the Sub-Adviser, Nvest and/or CDC AM.
None of these costs will be borne by the Fund.
Voting and Tabulation of Proxies. Shares represented by duly executed
proxies will be voted as instructed on the proxy. If no instructions are
given, the proxy will be voted in favor of the proposals. You may vote by any
one of the three following methods: (1) by mailing the enclosed proxy card,
(2) through use of the internet or (3) by telephone. If you mail the enclosed
proxy and no choice is indicated for a proposal listed in the attached Notice
of Meeting, your proxy will be voted in favor of that proposal. Votes made
through use of the internet or by telephone must have an indicated choice in
order to be accepted. At any time before it has been voted, your proxy may be
revoked in one of the following ways: (i) by sending a signed, written letter
of revocation to the Secretary of the Fund, (ii) by properly executing a
later-dated proxy (by the methods of voting described above), or (iii) by
attending the Meeting and voting in person.
Votes cast in person or by proxy at the Meeting will be counted by persons
appointed by the Fund as tellers for the Meeting (the "Tellers"). One-third of
the shares of the Fund outstanding on the record date, present in person or
represented by proxy, constitutes a quorum for the transaction of business by
the shareholders of the Fund at the Meeting. In determining whether a quorum
is present, the Tellers will count shares represented by proxies that reflect
abstentions, and "broker non-votes," as shares that are present and entitled
to vote. Since these shares will be counted as present, but not as voting in
favor of any proposal, these shares will have the same effect as if they cast
votes against the proposal. "Broker non-votes" are shares held by brokers or
nominees as to which (i) the broker or nominee does not have discretionary
voting power and (ii) the broker or nominee has not received instructions from
the beneficial owner or other person who is entitled to instruct how the
shares will be voted.
Required Vote. The vote required to approve the New Sub-Advisory Agreement
is the lesser of (1) 67% of the shares of the Fund that are present at the
Meeting, if the holders of more than 50% of the shares of the Fund outstanding
as of the record date are present or represented by proxy at the Meeting, or
(2) more than 50% of the shares of the Fund outstanding on the record date. If
the required
11
<PAGE>
vote is not obtained, the Directors will consider what other actions to take
in the best interests of the Fund. The vote required to ratify the selection
of PricewaterhouseCoopers LLP as independent accountants is a majority of the
shares of the Fund present at the Meeting in person or by proxy.
Adjournments; Other Business. If a quorum is not present at the Meeting, or
if a quorum is present but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: The nature of the proposals that are the subject of the Meeting,
the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation and the information to
be provided to shareholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. A shareholder vote
may be taken on one or more of the proposals in this proxy statement prior to
any adjournment if sufficient votes have been received for approval.
The Meeting has been called to transact any business that properly comes
before it. The only business that management of the Fund intends to present or
knows that others will present is the approval of the New Sub-Advisory
Agreement and the ratification of PricewaterhouseCoopers LLP as independent
accountants of the Fund. If any other matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, the
persons named as proxies intend to vote the proxies in accordance with their
judgment, unless the Secretary of the Fund has previously received written
contrary instructions from the shareholder entitled to vote the shares.
Shareholder Proposals at Future Meetings. The Fund does not hold annual or
other regular meetings of shareholders. Shareholder proposals to be presented
at any future meeting of shareholders of the Fund must be received by the Fund
in writing a reasonable amount of time before the Fund solicits proxies for
that meeting, in order to be considered for inclusion in the proxy materials
for that meeting.
12
<PAGE>
Appendix A
<TABLE>
<CAPTION>
Description
of Director
Action Date of Last
Regarding Submission
Current of Current
Sub-Advisory Sub-Advisory
Agreement Agreement for
Date of Since Shareholder
Advisory Current Beginning of Approval and
Fee Rate Sub-Advisory Fund's Last Reason for
Name of Fund Schedule Agreement Fiscal Year Submission
------------ ------------- ------------- --------------- -----------------
<S> <C> <C> <C> <C>
Pax World The Fund pays April 9, 1998 Continuance March 18, 1998
Money the Adviser a approved July (approved by sole
Market Fund, fee equal to 25, 2000 shareholder)
Inc. .15% per
annum of
average daily
net assets of
the Fund. The
Adviser, not
the Fund,
pays the Sub-
Adviser a fee
equal to
.075% per
annum of
average daily
net assets of
the Fund.
</TABLE>
A-1
<PAGE>
Appendix B
FORM OF SUB-ADVISORY AGREEMENT
PAX WORLD MANAGEMENT CORP.
(the "Advisor")
222 State Street
Portsmouth, New Hampshire 03801
, 2000
Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10022
Gentlemen:
WHEREAS, we have entered into an Advisory Agreement with Pax World Money
Market Fund, Inc., (the "Fund"), dated , 2000 (the "Advisory Agreement")
pursuant to which we have been employed to manage the investment and
reinvestment of the Fund, subject to the general control of the Fund's Board
of Directors; and
WHEREAS, pursuant to Section 2(d) of the Advisory Agreement we are permitted
from time to time to employ, subcontract with or otherwise associate with,
entirely at our expense, such persons as we believe to be particularly fitted
to assist us in the execution of the duties set forth under the Advisory
Agreement.
We herewith confirm our agreement with you as follows:
1. The Fund, as provided in the Advisory Agreement, proposes to engage in
the business of investing and reinvesting its assets in securities of the
type, and in accordance with the limitations, specified in its Articles of
Incorporation, By-Laws and Registration Statement filed with the Securities
and Exchange Commission under the Investment Company Act of 1940 (the "1940
Act") and the Securities Act of 1933, including the Prospectuses forming a
part thereof (the "Registration Statement"), all as from time to time in
effect, and in such manner and to such extent as may from time to time be
authorized by the Fund's Board of Directors. We enclose copies of the
documents listed above and will furnish you such amendments thereto as may be
made from time to time.
2. (a) We have been employed to manage the investment and reinvestment of
the Fund's assets as above specified, and, without limiting the generality of
the foregoing, to provide the investment management services specified in the
Advisory Agreement.
B-1
<PAGE>
(b) Subject to the general control of the Board of Directors of the
Fund, our general supervision, and our determination that contemplated
investments satisfy the social criteria applied to the Fund (as described
in the Prospectuses) (the "Social Criteria"), we hereby subcontract with
you to make decisions with respect to all purchases and sales of the
portfolio securities. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact to place orders for the
investment and reinvestment of the Fund's assets. In all purchases, sales
and other transactions in the Fund's portfolio securities you are
authorized to exercise full discretion and act for us in the same manner
and with the same force and effect as the Fund itself might or could do
with respect to such purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.
Notwithstanding anything herein, you will have no obligation for
determining whether potential investments satisfy the Social Criteria nor
will you be responsible or liable for any decision we make regarding same.
(c) You will report to the Fund's Board of Directors at each meeting
thereof all changes in the Fund's portfolio since your prior report, and
will also keep us in touch with important developments affecting the
Fund's portfolio and, on your initiative, will furnish us from time to
time with such information as you may believe appropriate for this
purpose, whether concerning the individual entities whose securities are
included in the Fund's portfolio, the activities in which such entities
engage, Federal income tax policies applicable to our investments, or the
conditions prevailing in the money market or the economy generally. You
will also furnish us with such statistical and analytical information with
respect to the Fund's portfolio securities as you may believe appropriate
or as we may reasonably request. In making such purchases and sales of the
Fund's portfolio securities, you will comply with the policies set from
time to time by the Fund's Board of Directors as well as the limitations
imposed by our Articles of Incorporation and by the provisions of the
Internal Revenue Code and the 1940 Act relating to regulated investment
companies and the limitations contained in the Registration Statement.
(d) It is understood that you will from time to time employ, subcontract
with or otherwise associate with yourself, entirely at your expense, such
persons as you believe to be particularly fitted to assist you in the
execution of your duties hereunder.
(e) You or your affiliates will also furnish us, at your own expense,
such investment advisory supervision and assistance as you may believe
appropriate or as we may reasonably request subject to the requirements of
any regulatory authority to which you may be subject. You and your
affiliates
B-2
<PAGE>
will also pay the expenses of promoting the sale of our shares (other than
the costs of preparing, printing and filing our registration statement,
printing copies of the prospectus contained therein and complying with
other applicable regulatory requirements), except to the extent that the
Fund is permitted to bear such expenses under a plan adopted pursuant to
Rule 12b-1 under the 1940 Act or a similar rule.
(f) It is understood that nothing in this section shall limit the
Advisor's obligation as set forth in the Advisory Agreement to screen all
contemplated investments to ensure that they satisfy the Social Criteria
reflective of the investment philosophy of the Fund (as described in the
Prospectuses).
3. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us and the Fund, and we
agree as an inducement to your undertaking these services that you will not be
liable hereunder for any mistake of judgment or for any other cause, provided
that nothing herein shall protect you against any liability to us or to our
security holders by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
4. In consideration of the foregoing we will pay you one-half of the fee
paid to us pursuant to the Advisory Agreement between us and the Fund, which
is at the annual rate of .15% of the Fund's average daily net assets. Your fee
will be accrued daily, and will be payable on the last day of each calendar
month for services performed hereunder during that month or on such other
schedule as you shall request of us in writing. You may use any portion of
this fee for distribution of the Fund's shares, or for making servicing
payments to organizations whose customers or clients are the Fund's
shareholders. You may waive your right to any fee to which you are entitled
hereunder, provided such waiver is delivered to us in writing. Any
reimbursement of our expenses, to which we may become entitled pursuant to
paragraph 3 hereof, will be paid to us at the same time as we pay you.
5. This Agreement will become effective on the date hereof and shall
continue in effect until , and thereafter for successive twelve-month
periods (computed from each ), provided that such continuation is
specifically approved at least annually by the Fund's Board of Directors or by
a majority vote of the holders of the Fund's outstanding voting securities, as
defined in the 1940 Act and the rules thereunder, and, in either case, by a
majority of those of the Fund's directors who are neither party to this
Agreement nor, other than by their service as directors of the trust,
interested persons, as defined in the 1940 Act and the rules thereunder, of
any such person who is party to this Agreement. Upon the effectiveness of this
Agreement, it shall supersede all previous Agreements
B-3
<PAGE>
between us covering the subject matter hereof. This Agreement may be
terminated at any time, without the payment of any penalty, (i) by vote of a
majority of the Fund's outstanding voting securities, as defined in the 1940
Act and the rules thereunder, (ii) by a vote of a majority of the Fund's
entire Board of Directors, on sixty days' written notice to you, (iii) by us
on sixty days' written notice to you, (iv) by you on sixty days' written
notice to us, or (v) upon the termination of the Advisory Agreement.
6. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge by you. The terms "transfer", "assignment" and "sale"
as used in this paragraph shall have the meanings ascribed thereto by
governing law and in applicable rules or regulations of the Securities and
Exchange Commission.
7. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right
of any of your employees, who may also be a director, officer or employee of
the Fund, or of a person affiliated with the Fund, as defined in the 1940 Act,
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.
B-4
<PAGE>
If the foregoing is in accordance with your understanding, will you kindly so
indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
PAX WORLD MANAGEMENT CORP.
By: _____________________________________
Name:
Title:
ACCEPTED: , 2000
REICH & TANG ASSET MANAGEMENT L.P.
By: REICH & TANG ASSET MANAGEMENT,
INC., as General Partner
By: _________________________________
Name:
Title:
PAX WORLD MONEY MARKET FUNDS, INC.
By: _________________________________
Name:
Title:
B-5
<PAGE>
Appendix C
CERTAIN OTHER MUTUAL FUNDS ADVISED BY THE SUB-ADVISER
The Sub-Adviser acts as investment adviser or sub-adviser to the following
other mutual funds that have investment objectives similar to the Fund, for
compensation at the annual percentage rates of the corresponding average net
asset levels of those funds set forth below.
Pax World Money Market Fund, Inc.
<TABLE>
<CAPTION>
Sub-Adviser's
Net Assets of Relationship
Other Funds to Fund
Other Fund(s) with at June 30, (Manager or
Similar Objectives 2000 Fee Rate(1) Sub-Adviser)
------------------ -------------- ----------- -------------
<S> <C> <C> <C>
Burnahm Investors Trust $ 211,859,545 .15% per annum of Sub-Adviser
faverage daily net
assets
California Daily Tax 385,720,218 .30% per annum of Manager
Free Income Fund, Inc. average daily net assets
Connecticut Daily Tax 189,697,692 .30% per annum of Manager
Free Income Fund, Inc. average daily net assets
Cortland Trust, Inc. 2,307,202,110 0.80% of the first $500 Manager
million of the Trust's
average daily net
assets, 0.775% of the
average daily net assets
of the Trust in excess
of $500 million but less
than $1 billion, 0.75%
of the average daily net
assetsof the Trust in
excess of $1 billion but
less than $1.5 billion,
plus 0.725% of the
Trust's average daily
net assets in excess of
$1.5 billion.
Daily Tax Free Income 725,922,546 .325% average daily net Manager
Fund, Inc. assets not in excess of
$750 million, plus .30%
of average daily net
assets in excess of $750
million
Florida Daily Municipal 79,950,196 .40% per annum of Manager
Income Fund average daily net assets
Georgia Daily Municipal 12,093,579 .40% per annum of Manager
Income Fund, Inc. average daily net assets
Institutional Daily 1,356,847,939 .12% per annum of Manager
Income Fund average daily net assets
</TABLE>
-----------
(1) .02% Investment Management fee waived for Florida; .40% waived for
Georgia.
C-1
<PAGE>
<TABLE>
<CAPTION>
Sub-Adviser's
Net Assets of Relationship
Other Funds to Fund
Other Fund(s) with at June 30, (Manager or
Similar Objectives 2000 Fee Rate(2) Sub-Adviser)
------------------ -------------- ----------- -------------
<S> <C> <C> <C>
Michigan Daily Tax Free $ 14,788,365 .30% per annum of Manager
Income Fund, Inc. average daily net assets
New Jersey Daily 147,469,750 .30% per annum of Manager
Municipal Income Fund, average daily net assets
Inc.
New York Daily Tax Free 428,583,548 .30% per annum of Manager
Income Fund, Inc. average daily net assets
North Carolina Daily 250,604,096 .40% per annum of Manager
Municipal Income Fund, average daily net assets
Inc.
Pennsylvania Daily 7,722,720 .40% per annum of Manager
Municipal Income Fund average daily net assets
Short Term Income Fund, 1,259,022,443 .30% of average daily Manager
Inc. net assets not in excess
Money Market Portfolio of $750 million, plus
.29% of average daily
net assets in excess of
$750 million but not in
excess of $1 billion,
plus .28% of such assets
in excess of $1 billion
but not in excess of
$1.5 billion, plus .27%
of such assets in excess
of $1.5 billion
Short Term Income Fund, 615,730,987 .275% of average daily Manager
Inc. net assets not in excess
U.S. Government of $250 million, plus
Portfolio .25% of such assets in
excess of $250 million
Tax Exempt Proceeds 208,002,982 .40% per annum of Manager
Fund, Inc. average daily net assets
up to $250 million; .35%
per annum of average
daily net assets between
$250 million and $500
million; and .30% per
annum of average daily
net assets over $500
million.
The Valiant Fund 1,004,730,241 .06% of the first $500 Sub-Adviser
million of the Fund's
average daily net
assets, plus .05% of
average daily net
assets, in excess of
$500 million but less
than $1 billion, plus
.04% of such assets in
excess of $1 billion but
less than $1.5 billion,
plus .035% of such
assets in excess of $2
billion.
Virginia Daily Municipal 3,964,767 .40% per annum of Manager
Income Fund, Inc. average daily net assets
</TABLE>
-----------
(2) .30% Investment Management fee waived for Michigan, .40% waived for
Pennsylvania, .40% waived for Virginia.
C-2
<PAGE>
Appendix D
<TABLE>
<CAPTION>
Distribution and
Shareholder
Servicing (12b-1)
Management Management Administrative Administrative Fees Paid to
Fee Paid to Fee Waived by Fees Paid to Fees Waived by Sub-Adviser's
Name of Fund Sub-Adviser* Sub-Adviser Sub-Adviser Sub-Adviser Affiliates
------------ ------------ ------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Pax World Money Market
Fund, Inc. $93,538 0 $124,717 $76,210 $28,743
</TABLE>
----
* The Adviser, not the Fund, pays the Sub-Adviser
D-1
<PAGE>
Appendix E
Shares Outstanding
The number of shares of the Fund outstanding as of July 31, 2000 was as
follows:
<TABLE>
<CAPTION>
Number
Name of Fund of Shares
------------ -----------
<S> <C>
Pax World Money Market Fund, Inc. .................................. 147,886,206
</TABLE>
Ownership of Shares
As of July 31, 2000, the Fund believes that the Directors and officers of
the Fund, as a group, owned less than one percent of the shares of the Fund.
As of July 31, 2000, the following persons owned beneficially 5% more of the
shares of the Fund:
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Name and Address Owned Shares Owned
---------------- ------------ -------------
<S> <C> <C>
Fifth Third Bank
Fifth Third Center
MD# 1090F2
Cincinnati, OH 45263 19,967,355 13.50%
</TABLE>
E-1
<PAGE>
PAXPX00
<PAGE>
600 FIFTH AVENUE
NEW YORK, NEW YORK 10020
PLEASE VOTE YOUR PROXY TODAY
Prompt response will save the expense of additional solicitations
CHOOSE THE VOTING METHOD THAT IS MOST CONVENIENT FOR YOU.
1. VOTE BY MAIL: Sign and date your proxy card and return it in the enclosed
------------
postage paid envelope. NOTE: Your proxy is not valid unless it is signed.
-------------------------------------------
2. VOTE BY TOUCH-TONE PHONE: Dial 1-800-690-6903, enter the CONTROL NUMBER
------------------------
printed in the right-hand column and follow the simple instructions.
Telephone voting is available 24 hours a day, 7 days a week. THE CALL IS
-----------
TOLL-FREE. If you received more than one proxy card, you can vote each card
---------
during the call. Each card has a different control number.
3. VOTE VIA THE INTERNET: Log on to www.proxyvote.com, enter the CONTROL
---------------------
NUMBER printed in the right-hand column and follow the instructions on the
screen. If you received more than one proxy card, you may vote them all
during the same session. Each card has a different control number.
IF YOU VOTE BY PHONE OR INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-800-690-6903
OR LOG ON TO www.proxyvote.com
PAX WORLD MONEY MARKET FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS--OCTOBER 10, 2000
THE UNDERSIGNED SHAREHOLDER OF PAX WORLD MONEY MARKET FUND, INC. (THE "FUND")
HEREBY APPOINTS RICHARD DE SANCTIS AND BERNADETTE N. FINN, AND EACH OF THEM, AS
ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
ALL OF THE SHARES OF COMMON STOCK OF THE FUND STANDING IN THE NAME OF THE
UNDERSIGNED AT THE CLOSE OF BUSINESS ON AUGUST 15, 2000 AT THE SPECIAL MEETING
OF SHAREHOLDERS OF THE FUND TO BE HELD AT THE OFFICES OF THE FUND AT 600 FIFTH
AVENUE, NEW YORK, NY 10020 AT 9:40 ON OCTOBER 10, 2000, AND AT ALL ADJOURNMENTS
THEREOF, WITH ALL OF THE POWERS THE UNDERSIGNED WOULD POSSESS IF THEN AND THERE
PERSONALLY PRESENT AND ESPECIALLY (BUT WITHOUT LIMITING THE GENERAL
AUTHORIZATION AND POWER THEREBY GIVEN) TO VOTE AS INDICATED ON THE PROPOSALS, AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING AND VOTE AND ACT ON
ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED "FOR"
THE PROPOSALS LISTED BELOW UNLESS OTHERWISE INDICATED.
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR, IF NOT MARKED TO VOTE, "FOR" EACH
PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X] PAXWOR KEEP THIS PORTION FOR YOUR RECORDS
---------------------------------------------------------------------------------------------------------------------------
DETACH HERE AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
---------------------------------------------------------------------------------------------------------------------------
PAX WORLD MONEY MARKET FUND, INC.
<S> <C>
Vote On Proposals For Against Abstain
1. TO APPROVE A NEW SUB-ADVISORY AGREEMENT [_] [_] [_]
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS
OF THE FUND FOR ITS FISCAL YEAR ENDING JANUARY 31, 2001 [_] [_] [_]
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL
JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE.
---------------------------------------------- --------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) DATE Signature (Joint Owners) Date
</TABLE>
