THE PARK AVENUE PORTFOLIO
DISTRIBUTION AGREEMENT
CLASS C SHARES
AGREEMENT made as of the ___ day of July, 2000 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 C 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 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. 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
Fund will be payable by such Fund.
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.
10. The Trustees of the Trust and the shareholders of each Fund 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:______________________________
GUARDIAN INVESTOR SERVICES
CORPORATION
Attest:___________________________ By:______________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July ___, 2000 (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 to the
Class C 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 attributable to Class C shares. 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 July ___, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of The Class C Shares of
The Guardian Park Avenue Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of The Class C Shares of
The Guardian Asset Allocation Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C shares of The Guardian Xxxxxxx Xxxxxxx 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of
The Class C Shares of The Guardian Xxxxxxx Xxxxxxx International Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of The Class C Shares of
The Guardian Cash Management Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C shares of The Guardian S&P 500 Index 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of The Class C Shares of The
Guardian S&P 500 Index Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C shares of The Guardian High Yield Bond 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of The Class C Shares of The
Guardian High Yield Bond Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C shares of The Guardian Park Avenue Small Cap 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of
The Class C Shares of The Guardian Park Avenue Small Cap Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C shares of The Guardian Xxxxxxx Xxxxxxx Emerging Markets 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 attributable to Class C
shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of The Class
C Shares of The Guardian Xxxxxxx Xxxxxxx
Emerging Markets Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C shares of The Guardian Investment Quality Bond 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of
The Class C Shares of The Guardian
Investment Quality Bond Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
FEE APPENDIX
Fee Appendix to the Distribution Agreement dated July __, 2000 (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 to the
Class C shares of The Guardian Tax-Exempt 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 attributable to Class C shares. 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 July __, 2000.
THE PARK AVENUE PORTFOLIO, on behalf of The Class C
Shares of The Guardian Tax-Exempt Fund
By:__________________________________________
GUARDIAN INVESTOR SERVICES CORPORATION
By:___________________________________________
