Exhibit 99.6(b)
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Guardian Investor
The Park Avenue Portfolio(R) Selling Group Agreement Service Corporation
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Dear Broker/Dealer:
Guardian Investor Services Corporation ("GISC") invites you to become a member
of the selling group which distributes of the shares of the series funds
comprising The Park Avenue Portfolio and any other funds introduced from time to
time for which GISC is the principal underwriter (collectively referred to as
the "Funds") in those states or jurisdictions where shares of the Funds may
legally be offered for sale. Our Agreement shall be on the following terms:
1 You are to offer and sell shares of the Funds to your customers only at their
respective public offering prices as determined in the manner described in the
currently effective Prospectus for the Fund(s), copies of which will be provided
to you by GISC. Within this Agreement, references to a "Prospectus" shall mean
the prospectus and statement of additional information for the applicable Fund
or Funds as in effect from time to time.
2 You agree to purchase shares of the Funds solely through GISC and only for the
purpose of covering purchase orders either already received from customers or
for your own bona fide investment. You agree not to purchase shares of the Funds
on behalf of any other securities dealer or broker and you further agree not to
withhold placing any customer's order for your own profit.
3 All purchase orders are subject to acceptance by the Fund which issues the
shares being purchased and to GISC's receipt of the shares from the issuing
Fund. GISC and the Funds reserve the right, each in its sole discretion and
without notice to you (although GISC will make reasonable efforts to give such
notice), to reject a purchase order or suspend sales or withdraw the offering of
shares entirely.
4 Any sales load charged with respect to a Fund and dealer concessions paid or
allowed to you for Fund purchase orders are detailed in the current Prospectus
for the Fund(s). You are advised that sales loads, dealer concessions,
discounts, commissions and all other forms of compensation described in this
Agreement are subject to change at any time by the Funds or GISC. No dealer
concession or commission is applicable to purchase orders for shares purchased
at net asset value or to shares which are acquired by exchange or dividend
reinvestment at net asset value unless otherwise provided by the Prospectus for
the Fund(s).
5 GISC is authorized to pay you continuing compensation in accordance with the
provisions and terms of the effective Distribution Plan and Agreement Pursuant
to Rule 12b-1 under the investment Company Act of 1940 ("Distribution Plan")
applicable to the Fund(s). The provisions and terms of the Distribution Plan are
described in the Prospectus for the Fund(s).
6 All dealer concessions, discounts, commissions or other forms of compensation
described in this Agreement shall be payable to you only to the extent that
funds to pay them are received by and in the possession of GISC. No interest
will accrue on amounts represented by uncashed checks relating to any such
payments.
7 Payment for shares ordered by you shall be in the amount of the applicable
public offering price, and shall be received by the transfer agent for the
issuing Fund within five (5) business days after your order has been accepted.
If such payment is not received by the transfer agent in a timely manner, GISC
reserves the right, without notice, either to cancel the sale immediately, or,
at GISC's option, to sell the shares ordered back to the applicable Fund
immediately. In either case, GISC may hold you responsible for any loss,
including loss of profit, suffered by GISC or by the applicable Fund, as a
result of your failure to make payment as set forth above. If any shares sold to
you under the terms of this Agreement are repurchased by the issuing Fund (or by
GISC as its agent) or are tendered for redemption within seven (7) business days
after the date of the confirmation of the original purchase order from you, it
is agreed that you shall forfeit your right to any dealer concession paid or
allowed to you on such shares.
8 Orders received by GISC prior to the close of GISC's business day or received
by the transfer agent prior to the earlier of 4:00 p.m. Eastern time or the
close of trading on the New York Stock Exchange ("NYSE"), are transacted at the
public offering price(s) of the applicable Fund(s) computed as of such time on
that day.
9 It is recommended that purchases be made through the use of book-entry
accounts maintained by the transfer agent, but certificates will be issued to
owners on request. Such certificates will only be issued after payment has been
received and will be forwarded to you for delivery to your customer.
Certificates will not be issued for shares of The Guardian Cash Management Fund
or any other "money market" fund to which this Agreement may apply.
10 The Funds will redeem their shares from shareholders and brokers on demand
only in accordance with the procedures described in the current Prospectus for
the Fund(s).
11 It is agreed and understood that GISC is the exclusive agent for the Funds
and that you act as principal for your own account. You shall have no authority
to act as agent for either the Funds or for GISC, and nothing in this Agreement
shall constitute a designation of the Funds or GISC as your agent.
12 Shares are offered pursuant to the current Prospectus for the Fund(s). No
person is authorized to make any representations concerning the Funds or their
shares, except those contained in: (a) the current Prospectus for the Fund(s);
and (b) such printed or machine readable information as may be authorized and
released by GISC or the Funds as supplemental to the Prospectus. Any
supplemental information regarding a hypothetical investment in any Fund which
is released in a machine readable format is authorized for use only in
one-on-one presentations to a customer. Additional copies of the current
Prospectus for the Fund(s) and any information supplementing the Prospectus will
be supplied to you in reasonable quantities upon request; provided, however,
that a fee may be charged for information which is released in a machine
readable format. All other materials relating to the Funds must be approved by
GISC in writing before distribution or display to the public.
13 Either party shall have the right to cancel this Agreement at any time upon
written or telegraphic notice given to the other party. GISC reserves the right
to amend this Agreement at any time, and you agree that a purchase order placed
by you after notice of any such amendment has been sent to you shall constitute
your acceptance of such amendment.
14 You and GISC agree to abide by all rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD"), including its Rules of Fair
Practice, all federal and state securities statutes, rules and regulations and
all other applicable laws, rules or regulations.
15 You certify that you are a member in good standing of the NASD.
Notwithstanding paragraph 13 above, you agree that this Agreement shall
terminate without notice upon your: (a) expulsion from the NASD; (b) filing of a
petition in bankruptcy or a petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
applicable law; or (c) seeking the appointment of any trustee, conservator,
receiver, custodian or liquidator for you or for all or substantially all of
your properties. Likewise, notwithstanding paragraph 13, you agree that this
Agreement shall terminate without notice: (a) if a proceeding is commenced
against you seeking relief or an appointment of a type described in the
immediately preceding sentence; or (b) if an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970 shall
have been filed against you; or (c) if you are a registered broker-dealer and
(i) the Securities and Exchange Commission ("SEC") shall revoke or suspend your
registration as a broker-dealer, (ii) any national securities exchange or
national
securities association shall revoke or suspend your membership, or (iii) under
any applicable net capital rule of the SEC or of any national securities
exchange to which you are subject, your aggregate indebtedness shall exceed
1,000% of your net capital. You agree that you will immediately advise GISC of
any such proceeding, appointment, application, revocation, suspension or
indebtedness level.
16 The parties agree that all disputes between them, whether existing on the
date hereof or arising hereafter, shall be submitted to arbitration in
accordance with the Code of Arbitration Procedure of the NASD, or any similar
rules or code which is in effect when such dispute is submitted.
17 All communications to GISC or the Funds should be sent to the address set
forth below. This Agreement is not assignable and supersedes all previous
agreements and amendments between the parties concerning the distribution of
shares of any of the Funds for which GISC is the principal underwriter, except
any selling agreement in effect between you and GISC which provides for the
offering of variable contracts issued by The Guardian Insurance & Annuity
Company, Inc.
18 You agree that you shall indemnify and hold harmless GISC and the Funds, and
their affiliates, officers, trustees, directors, employees, shareholders and
agents against any claims, losses, costs or liabilities, including attorneys'
fees, that may be assessed against, or suffered or incurred by any of them,
howsoever they arise and as they are incurred, which relate in any way to: (a)
any use of supplemental hypothetical information authorized and released by GISC
in a machine readable format other than in one-on-one presentations, or any
misuse of or alteration to any form of supplemental information authorized and
released by GISC; provided, however, that the addition of the name of a customer
or other identifying or variable information within such supplemental
information is permitted if such supplemental information calls for such
addition; (b) any transactions or other activity processed through National
Securities Clearing Corporation programs, including the automated mutual fund
order entry, settlement and registration verification system known as Fund/Serv;
(c) the loss of favorable tax status by an IRA Plan or of an IRA contribution,
any revocation of an IRA by an individual, any failed trades for IRA Plans
hereunder, or any contribution accepted in violation of Internal Revenue Code
provisions regarding IRAs (the indemnification provided under this subparagraph
(c) also extends to the IRA Custodian or IRA Trustee); (d) improper compliance
with federal, state or local reporting or backup withholding requirements,
including losses resulting from omitted, incorrect or uncertified Tax
Identification Numbers; and (e) any breach of your representations or
warranties, or failure to comply with your obligations, all as set forth in this
Agreement.
You agree to notify us within a reasonable time of any claim against you or any
person controlling, controlled by or under common control with you within the
meaning of the Securities Act of 1933 with respect to this Agreement or
securities offered or sold pursuant to this Agreement.
Nothing in this paragraph 18 shall be deemed to preclude an indemnified party
from seeking monetary damages and/or injunctive relief in connection with such
claims, losses and liabilities.
19 The trustees and shareholders of any Fund which may be organized as (or
comprise a series of) a business trust under the laws of the Commonwealth of
Massachusetts shall not be liable for any obligations of such Fund or related
trust under this Agreement, and any person who asserts any rights or claims
against such Fund or related trust hereunder shall look only to the assets and
property thereof in settlement of such right or claim, and not to the trustees
or shareholders.
20 This Agreement shall be construed in accordance with applicable federal law
and the laws of the State of New York (except as to paragraph 19 which shall be
construed in accordance with the laws of the Commonwealth of Massachusetts).
Your signature below will signify your acceptance of all of the above terms of
this Agreement. Accepted and agreed to by:
Name of Firm (print or type) ___________________________________________________
Street Address _________________________________________________________________
City __________________________ State _______________ Zip ______________________
Date _____________________________ By: _________________________________________
Authorized Signature
_________________________________________
Full Name and Title
In order to service you efficiently, please provide the following information
about your Mutual Fund Operations Department:
Operations Manager: _________________________________ Phone: ___________________
Order Room Manager: _________________________________ Phone: ___________________
Operations Mailing Address: ____________________________________________________
Operations Fax: _____________________________________
Remember: Please return one signed copy of this Agreement to GISC and retain the
other copy.
Accepted on behalf of Guardian Investor Services Corporation:
Date By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, President
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Guardian Investor Services Corporation (R)
Member, National Association of Securities Dealers, Inc./Securities Investor
Protection Corporation
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