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Exhibit 99(m)(vi)
Form of Dist. Agrmt
- Class K
THE PARK AVENUE PORTFOLIO
DISTRIBUTION AGREEMENT
CLASS K SHARES
AGREEMENT made as of the day of , 2001 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 K 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
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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.
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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:__________________________
