Exhibit 8(c)
___________, 1999
PAX WORLD HIGH YIELD FUND, INC.
Re: Transfer Agency Services Fee Waiver
Dear Sir/Madam:
PFPC Inc. ("PFPC") agrees to waive certain fees under a Transfer Agency
Services Agreement dated _________, 1999 between PFPC and Pax World High Yield
Fund, Inc. (the "Fund") as follows: for the first two months of the Fund's
operations PFPC shall waive 100% of its monthly minimum fee (excluding account
charges, transaction charges, internet access service charges, miscellaneous
fees and out-of-pocket costs) to the extent the minimum monthly fee is
applicable; thereafter, PFPC's minimum monthly fee shall be charged in
increments of 10% per month. Thus, during the third calendar month of
operations, the Fund will pay 10% of the minimum fee rates; 20% during the
fourth month; 30% during the fifth month; etc.; and 100% during the twelfth
month and thereafter.
Very truly yours,
PFPC INC.
By:
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Title:____________________________
Acknowledged:
PAX WORLD HIGH YIELD FUND, INC.
By:
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Title:____________________________
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