DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of May, 1996 between THE PARK AVENUE
PORTFOLIO (the "Trust") and GUARDIAN INVESTOR SERVICES CORPORATION ("GISC").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company which
offers for public sale separate series of shares of beneficial interest, each
corresponding to a distinct portfolio which may be further divided into separate
classes of shares (the "Shares"); and
WHEREAS, the Trust has adopted a Distribution Plan pursuant to Rule 12b-1
under the 1940 Act (the "Plan") on behalf of each of its series which issues a
class of shares currently designated as Class B shares (the "Funds"); and
WHEREAS, the Trust desires to enter into this Distribution Agreement (the
"Agreement") with GISC pursuant to which GISC agrees to provide
distribution-related services to the Funds;
NOW, THEREFORE, the parties agrees as follows:
1. A. Each Fund that is named in an appendix which is attached hereto and
made a part hereof is authorized to pay to GISC, as compensation for
distribution-related services that are primarily intended to result in the sale
of Funds, the distribution fees which are specified in such appendix (a "Fee
Appendix," and collectively the "Fee Appendices"). The fees set forth in a Fee
Appendix are to be paid by the Funds named in such Fee Appendix monthly, or at
such other intervals as the Trust's Board of Trustees (the "Board") shall
determine. Such fees shall be based upon the applicable Funds' average daily net
assets during the preceding month, and shall be calculated and accrued daily.
B. Any Fund may pay distribution fees to GISC at a lesser rate than the
fees specified in the Fee Appendix which covers such Fund as agreed upon by the
Board and GISC and as approved in the manner specified in subsections (a) and
(b) of paragraph 2 of this Agreement.
2. As distributor of the Funds, GISC may spend such amounts as it deems
appropriate on any activities or expenses primarily intended to result in the
sale of the Funds, including but not limited to: compensation to employees or
independent contractors of GISC; compensation to and expenses of GISC and other
selected dealers who engage in or support the distribution
of the Funds, including overhead and telephone and other
communication expenses; the printing of prospectuses, statements of
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additional information and reports for other than existing shareholders; the
preparation, printing and distribution of sales literature and advertising
materials, and other direct and indirect distribution-related expenses. GISC may
also spend such amounts as it deems appropriate for the servicing and
maintenance of shareholder accounts, to the extent such amounts are in addition
to amounts paid for such purposes under an Administrative Services Agreement
between the Trust and GISC.
3. This Agreement shall not take effect with respect to any Fund unless it
has been approved, together with any related agreements, by a majority vote,
cast in person at a meeting (or meetings) called for the purpose of voting on
such approval, of: (a) the Board; and (b) those Trustees of the Trust who are
not "interested persons" of the Trust and have no direct or indirect financial
interest in the operation of this Agreement or any agreements related thereto
(the "Independent Trustees").
4. GISC shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended with respect to each Fund
under this Agreement and the purposes for which such expenditures were made.
5. The Trust or any Fund may terminate this Agreement at any time, without
the payment of any penalty, by vote of the Board, by vote of a majority of the
Independent Trustees, or by vote of a majority of the outstanding voting
securities of the affected Fund.
6. A. This Agreement may not be amended to increase materially the amount
of distribution fees to be paid by a Fund unless amendment of the Plan is
approved by a vote of a majority of the outstanding voting securities of the
affected Fund, and no material amendment to the other provisions of the
Agreement shall be made unless approved in the manner provided for approval in
subsections (a) and (b) of paragraph 2 and paragraph 4 hereof.
7. The amount of the distribution fees payable by any Fund under this
Agreement and any distribution agreement may be greater or lesser than the
distribution-related expenses actually incurred on behalf of such Fund. The
distribution fees set forth in the applicable Fee Appendix with respect to a
Series will be payable by such Series until the Agreement is terminated or not
renewed with respect to the Shares of that Series.
8. As used in this Agreement, the terms "majority of the outstanding voting
securities," "assignment" and "interested person" shall have the same meaning as
those terms have in the 1940 Act.
9. The Trust shall preserve copies of this Agreement (including any
amendments thereto) and any related agreements and all reports made pursuant to
paragraph 4 hereof for a period of not less than six years from the date
thereof, the first two years in an easily accessible place.
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10. The Trustees of the Trust and the shareholders of each Series shall
not be liable for any obligations of the Trust or any Fund under this Agreement,
or any other person, in asserting any rights or claims under this Agreement,
shall look only to the assets and property of the Trust or such Fund in
settlement of any such right or claim, and not to such Trustees or shareholders.
THE PARK AVENUE PORTFOLIO
Attest:___________________________ By:___________________________
Secretary
GUARDIAN INVESTOR SERVICES
CORPORATION
Attest:___________________________ By:___________________________
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FEE APPENDIX
Fee Appendix to the Distribution Agreement dated May 1, 1996 (the "Agreement")
between THE PARK AVENUE PORTFOLIO (the "Trust") and GUARDIAN INVESTOR SERVICES
CORPORATION ("GISC").
1. For services provided pursuant to the Agreement, with respect the the
Class B shares of The Guardian Park Avenue Fund (the "Fund"), the Fund is
authorized to pay a fee, calculated daily and paid monthly (or at such other
intervals as shall be determined by the Trust, at an annual rate of 0.75% of the
Fund's average daily net assets. For this purpose, the value of the Fund's
average daily net assets shall be computed in the manner specified in the
Trust's Amended and Restated Declaration of Trust.
2. The Agreement, as supplemented by this Fee Appendix, shall not take
effect with respect to the Fund unless it has first been approved by votes of
the majority of (i) the Trustees of the Trust; and (ii) those Trustees of the
Trust who are Independent Trustees , as that term is defined in the Agreement.
3. This Fee Appendix shall be attached to and made a part of the Agreement
and be subject to all terms and conditions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of May 1, 1996.
THE PARK AVENUE PORTFOLIO, on behalf of The Class B
Shares of The Guardian Park Avenue Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
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FEE APPENDIX
Fee Appendix to the Distribution Agreement dated May 1, 1996 (the "Agreement")
between THE PARK AVENUE PORTFOLIO (the "Trust") and GUARDIAN INVESTOR SERVICES
CORPORATION ("GISC").
1. For services provided pursuant to the Agreement, with respect the the
Class B shares of The Guardian Asset Allocation Fund (the "Fund"), the Fund is
authorized to pay a fee, calculated daily and paid monthly (or at such other
intervals as shall be determined by the Trust, at an annual rate of 0.75% of the
Fund's average daily net assets. For this purpose, the value of the Fund's
average daily net assets shall be computed in the manner specified in the
Trust's Amended and Restated Declaration of Trust.
2. The Agreement, as supplemented by this Fee Appendix, shall not take
effect with respect to the Fund unless it has first been approved by votes of
the majority of (i) the Trustees of the Trust; and (ii) those Trustees of the
Trust who are Independent Trustees , as that term is defined in the Agreement.
3. This Fee Appendix shall be attached to and made a part of the Agreement
and be subject to all terms and conditions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of May 1, 1996.
THE PARK AVENUE PORTFOLIO, on behalf of The Class B
Shares of The Guardian Asset Allocation Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
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FEE APPENDIX
Fee Appendix to the Distribution Agreement dated May 1, 1996 (the "Agreement")
between THE PARK AVENUE PORTFOLIO (the "Trust") and GUARDIAN INVESTOR SERVICES
CORPORATION ("GISC").
1. For services provided pursuant to the Agreement, with respect the the
Class B shares of The Guardian ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Fund (the "Fund"),
the Fund is authorized to pay a fee, calculated daily and paid monthly (or at
such other intervals as shall be determined by the Trust, at an annual rate of
0.75% of the Fund's average daily net assets. For this purpose, the value of the
Fund's average daily net assets shall be computed in the manner specified in the
Trust's Amended and Restated Declaration of Trust.
2. The Agreement, as supplemented by this Fee Appendix, shall not take
effect with respect to the Fund unless it has first been approved by votes of
the majority of (i) the Trustees of the Trust; and (ii) those Trustees of the
Trust who are Independent Trustees , as that term is defined in the Agreement.
3. This Fee Appendix shall be attached to and made a part of the Agreement
and be subject to all terms and conditions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to
be executed by their designated officers as of May 1, 1996.
THE PARK AVENUE PORTFOLIO, on behalf of
The Class B Shares of The Guardian ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
International Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
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FEE APPENDIX
Fee Appendix to the Distribution Agreement dated May 1, 1996 (the "Agreement")
between THE PARK AVENUE PORTFOLIO (the "Trust") and GUARDIAN INVESTOR SERVICES
CORPORATION ("GISC").
1. For services provided pursuant to the Agreement, with respect the the
Class B shares of The Guardian Cash Management Fund (the "Fund"), the Fund is
authorized to pay a fee, calculated daily and paid monthly (or at such other
intervals as shall be determined by the Trust, at an annual rate of 0.75% of the
Fund's average daily net assets. For this purpose, the value of the Fund's
average daily net assets shall be computed in the manner specified in the
Trust's Amended and Restated Declaration of Trust.
2. The Agreement, as supplemented by this Fee Appendix, shall not take
effect with respect to the Fund unless it has first been approved by votes of
the majority of (i) the Trustees of the Trust; and (ii) those Trustees of the
Trust who are Independent Trustees , as that term is defined in the Agreement.
3. This Fee Appendix shall be attached to and made a part of the Agreement
and be subject to all terms and conditions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of May 1, 1996.
THE PARK AVENUE PORTFOLIO, on behalf of The Class B
Shares of The Guardian Cash Management Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
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