DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of May, 1998 between THE GUARDIAN STOCK
FUND, INC. (the "Fund") and GUARDIAN INVESTOR SERVICES CORPORATION ("GISC").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company which
offers shares of common stock divided into separate classes of shares; and
WHEREAS, the Fund has adopted a Distribution Plan pursuant to Rule 12b-1
under the 1940 Act (the "Plan") on behalf of its class of shares currently
designated as Class II shares (the "Class II Shares"); and
WHEREAS, the Fund desires to enter into this Distribution Agreement (the
"Agreement") with GISC pursuant to which GISC agrees to provide, or to agree
with a third party to provide, distribution-related services to the Class II
Shares of the Fund;
NOW, THEREFORE, the parties agrees as follows:
1. (a) The Fund, on behalf of its Class II Shares, is authorized to pay to
GISC, as compensation for distribution-related services that are primarily
intended to result in the sale of Class II Shares, a distribution fee at an
annual rate of 0.25% of the average daily net assets of the Class II Shares. The
fee is to be paid by the Class II Shares monthly, or at such other intervals as
the Fund's Board of Directors (the "Board") shall determine. Such fee shall be
based upon the Class II Shares' average daily net assets during the preceding
month, and shall be calculated and accrued daily.
(b) The Fund may pay the distribution fee to GISC at a lesser rate
than the fee specified herein 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 Class II Shares, GISC may spend, either directly
or indirectly through agreements with third parties, such amounts as it deems
appropriate on any activities or expenses primarily intended to result in the
sale of the Class II Shares, including but not limited to: compensation to
employees and independent contractors; compensation to and expenses of persons
or entities that engage in or support the distribution of the Class II Shares,
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.
3. This Agreement shall not take effect 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 Directors of the Fund who are not "interested persons"
of the Fund and have no direct or indirect financial interest in the operation
of this Agreement or any agreements related thereto (the "Independent
Directors").
4. GISC shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended under this Agreement and the
purposes for which such expenditures were made.
5. The 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
Directors, or by vote of a majority of the outstanding voting securities (Class
II only) of the Fund.
6. This Agreement may not be amended to increase materially the amount of
distribution fees to be paid by the Fund unless amendment of the Plan is
approved by a vote of a majority of the outstanding voting securities (Class II
only) of the 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 3 hereof.
7. The amount of the distribution fee payable by the Fund under this
Agreement and any related agreement may be greater or lesser than the
distribution-related expenses actually incurred on behalf of the Class II
Shares. The distribution fee will be payable until the Agreement is terminated
or not renewed.
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 Fund 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 Directors of the Fund and the shareholders of Class II Shares
shall not be liable for any obligations of the 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 Class II Shares of the Fund in settlement
of any such right or claim, and not to such Directors or shareholders.
THE GUARDIAN STOCK FUND, INC.
Attest: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
President
GUARDIAN INVESTOR SERVICES
CORPORATION
Attest: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Vice President
