Exhibit 99.5(a)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of January, 1993 by and between THE PARK
AVENUE PORTFOLIO, a Massachusetts business trust (the "Trust"), and GUARDIAN
INVESTOR SERVICES CORPORATION (the "Adviser"), a New York corporation and wholly
owned subsidiary of The Guardian Insurance & Annuity Company, Inc., which is, in
turn, a wholly owned subsidiary of The Guardian Life Insurance Company of
America ("Guardian Life").
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered as such under the investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Trust offers for public sale separate series of shares of
beneficial interest which correspond to distinct portfolios of investments; and
WHEREAS, the Adviser is engaged, among other things, in the business of
providing investment advice to investment companies and is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory and management services to the Trust and those of its series which are
named in the appendices to this Investment Advisory Agreement, as described
herein (the "Series) in the manner and pursuant to the terms and conditions
hereinafter set forth; and
WHEREAS, the Adviser desires to be retained to perform services on said
terms and conditions.
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby employs the Adviser to furnish investment research and
advice to the Trust and to manage the investment and reinvestment of the assets
of each Series, and to perform the other services set forth herein subject to
the supervision of the Board of Trustees of the Trust for the period and on the
terms set forth herein. The Adviser hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume the
obligations set forth herein for the compensation set forth in the appendices
which are attached hereto and made a part of this Investment Advisory Agreement
(the "Fee Appendices").
2. Any investment program undertaken by the Adviser pursuant to this
Agreement and any other activities undertaken by the Adviser on behalf of the
Trust and each Series shall at all times be subject to the directives of the
Board of Trustees of the Trust, and any duly constituted committee thereof or
any officer of the Trust acting pursuant to like authority.
3. In carrying out its obligations to manage the investment and
reinvestment of the assets of each Series, the Adviser shall:
a. Obtain and evaluate pertinent economic, statistical and financial
data and other information relevant to the investment polices of each
Series, including information about the economy generally and individual
companies or industries, as the Adviser deems necessary or useful to
discharge its duties hereunder.
b. Manage the assets of each Series in a manner consistent with the
investment objectives, policies and restrictions of such Series;
c. Regularly furnish to the Board of Trustees of the Trust
recommendations with respect to an overall investment program for each
Series which may be approved, modified or rejected by the Board; take such
steps as necessary to implement the investment programs approved by the
Board; and regularly report to the Board on the implementation of said
investment programs and the Adviser's activities in connection with the
administration of the Trust and each Series, including preparing
statistical and other reports as the Board may request from time to time;
d. Determine the securities to be purchased, sold or otherwise
disposed of by each Series and the timing of such purchases, sales and
dispositions; and take such further action, including the placing of
purchase and sale orders on behalf of each Series, as the Adviser shall
deem necessary or appropriate; and
e. Maintain the records and books of account with respect to
transactions relating to the Trust and each Series (other than those
maintained by the Trust's transfer agent, registrar, custodian or other
agents); preserve such records and books as required by the Investment
Company Act and the Investment Advisers Act of 1940; and supervise the
furnishing of services to the Trust and each Series.
4. The Adviser shall advance the costs of organizing each Series, and bear
the costs of rendering the investment management and supervisory services to be
performed by it under this Agreement.
5. The Adviser shall, at its own expense, maintain such staff and employ
or retain such personnel and consult with such other persons as it shall from
time to time determine to be necessary or useful to the performance of its
obligations under this Agreement. The Adviser may delegate some or all of its
responsibilities hereunder to sub-advisers as permitted and in the manner
prescribed by the Trust's Amended and Restated Declaration of Trust. The Adviser
shall, at its own expense pay the fees and expenses, if any, of the Trustees of
the Trust who are deemed to be interested persons of the Trust but not those of
the Trustees who are also officers or employees of Guardian Life or any of its
subsidiaries.
6. The Adviser shall furnish, at its own expenses, such office space,
facilities and equipment and such clerical help, administrative and bookkeeping
services as the Trust and each Series shall reasonably require in the conduct of
its business.
7. For the services to be rendered, the facilities furnished and the
expenses assumed by the Adviser with respect to each Series, the Trust shall pay
to the Adviser from the assets of each such Series a fee in an amount stated in
the Fee Appendix which names such Series. Each Fee Appendix is made a part of
this investment Advisory Agreement.
Compensation under this Agreement, as stated in the Fee Appendices for all
Series, shall be calculated and accrued daily and the amounts of the daily
accruals shall be paid quarterly, or at such other intervals agreed to by the
parties. If this Agreement becomes effective with respect to a Series subsequent
to the first day of a quarter or shall terminate before the last day of a
quarter, compensation for that part of the quarter during which this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fees as set forth in the Fee Appendix for such Series. Payment of the
Advisers compensation for services to a Series shall be made as promptly as
possible after completion of the computations contemplated by Paragraph 9
hereof.
8. Each Series shall pay all expenses not expressly assumed by the Adviser
which may be incurred in connection with such Series' operations and the
offering of its shares. Such expenses will include, but are not limited to, the
following (or each Series' proportionate share of the following):
a. Charges and expenses of any custodian, sub-custodian, or
depository appointed by the Trust for the safekeeping of the cash,
portfolio securities and other property of the Trust and each Series and
for keeping any books of account;
b. Charges and expenses of any shareholder servicing agent, transfer
or dividend disbursing agent, any registrar or any agent appointed by the
Trust for its Series, and any outside service used for the pricing of any
assets held by any Series or the calculation of net asset value of the
shares of any Series;
c. Brokerage commissions and dealer markups and other costs in
connection with the purchase or sale of securities;
d. Taxes, including securities issuance and transfer taxes, and any
other fees payable to federal, state or other governmental agencies;
e. Insurance premiums on property and personnel (including officers
and Trustees) of the Trust which Inure to its benefit;
f. Compensation and expenses of Trustees or members of any advisory
board or committee of the Board of Trustees who are not deemed to be
interested persons of the Trust;
g. Legal fees, disbursements and filing fees in connection with the
registration or qualification of the Trust and of the shares of beneficial
interest issued by the Trust with respect to each Series under federal and
state securities laws;
h. All expenses associated with preparing registration statements
and preparing, printing and mailing prospectuses, shareholder reports,
proxy statements and other shareholder communications to current
shareholders;
i. All expenses of meetings of shareholders of the Trust or any
Series called by the Board of Trustees;
j. All expenses of regular or special meetings of the Board of
Trustees or of any advisory board or committee of the Board of Trustees;
k. Interest payable on borrowings by any Series;
l. All expenses incident to the payment of any dividend,
distribution, withdrawal or redemption in connection with the Trust or any
Series;
m. Fees and expenses of independent accountants to the Trust;
n. Charges and expenses of legal counsel, including counsel, if any,
to the Trustees of the Trust who are not interested persons of the Trust;
o. All expenses attributable to underwriting and distributing shares
of beneficial interest issued by the Trust with respect to each Series;
p. Dues or other fees in connection with membership in the
investment Company institute or other similar organizations;
q. Any extraordinary expenses (including, but not limited to, legal
claims and liabilities and litigation costs and any indemnification
related thereto); and
r. All other charges and expenses relating to the operation of the
Trust or any of its Series unless otherwise explicitly provided herein.
9. In the event the operating expenses of the Trust or any Series
(including amounts payable to the Adviser pursuant to Paragraph 7 hereof), for
any fiscal year ending on a date on which this Investment Advisory Agreement is
in effect, exceed the expense limitations imposed by state securities laws or
regulations thereunder, the Adviser shall reduce the management fee payable by
such Series to the extent of such excess, and, if required pursuant to any such
laws or regulations, also reimburse such Series or the Trust for annual
operating expenses which are paid or payable and which exceed any expense
limitation that may be applicable. Excluded from such annual operating expenses
shall be the amount of any interest, taxes, brokerage commissions, distribution
fees, extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto) and
any other expenses which may be excluded under the applicable state securities
law. Such reduction, if any, shall be computed and accrued daily, shall be
settled on a quarterly basis, and shall be based upon the expense limitations
applicable as of the end of the last business day of the quarter. Should two or
more expense limitations be applicable as of the end of the last business day of
the quarter, the expense limitation which results in the largest reduction in
the Advisers fee shall be considered operative for purposes of this Paragraph 9.
10. The Adviser will use its best efforts in the supervision and
management of the investment activities of each Series, and shall not be liable
to the Trust, any Series, or any investor: for any error of judgment or mistake
of law; for any act or omission by the Adviser; or for any losses sustained by
the Trust, any Series or any investor, unless said error, mistake, act or
omission by the Adviser is the result of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations hereunder.
11. This Agreement shall take effect on the date written above, provided
that, with respect to any Series, this Agreement shall not take effect unless it
has first been approved (a) by a vote of a majority of the Trustees, including a
majority of those Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by vote of a majority of that Series'
outstanding voting securities. Unless sooner terminated as provided herein, this
Agreement shall continue in effect until December 31, 1994. Thereafter, if not
terminated, this Agreement shall continue from year to year, provided that such
continuance is approved at least annually by a vote of a majority of the
Trustees, including a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, or, with respect to any given
Series, by vote of a majority of the outstanding voting securities of such
Series.
12. Termination of this Agreement, as detailed in sections (a) and (b) of
this Paragraph 12 with respect to any given Series, shall in no way affect the
continued validity of this Agreement or the performance thereunder with respect
to any other Series.
a. The Trust, or any Series, may, at any time and without the
payment of any penalty, terminate this Agreement with respect to such
Series upon sixty (60) days written notice to the Adviser, either by
majority vote of the Board of Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the affected Series.
b. The Adviser may terminate this Agreement with respect to the
Trust or any Series without payment of penalty upon sixty (60) days
written notice to the Trust or the affected Series.
c. This Agreement shall immediately terminate in the event of its
assignment unless such automatic termination shall be prevented by an
exemptive order or rule of the Securities and Exchange Commission.
13. This Agreement may be amended by mutual consent, but no amendment
shall be effective as to any given Series until it is approved by vote of a
majority of such Series' outstanding voting securities, and by the vote of a
majority of the members of the Board of Trustees, including a majority of the
Trustees who are not deemed to be interested persons of the Trust
14. Nothing contained in this Agreement shall prevent the Adviser or any
affiliated person of the Adviser from rendering investment advisory and
corporate administrative services to other investment companies, or from acting
as investment adviser or manager to other persons, firms or corporations, or
from engaging in other business activities.
15. The Adviser and the Trust each agree that the words "The Guardian,"
which may comprise a component of a Series' name, is a property right of
Guardian Life. In this regard, the Trust on behalf of itself and each Series
agrees and consents to the following: (a) the words "The Guardian" will only be
used as a component of a name and for no other purpose; (b) the Trust will not
purport to grant to any third party the right to use the words "The Guardian"
for any purpose; (c) Guardian Life, the Adviser or any other duly authorized
affiliate of Guardian Life may use or grant to others the right to use the words
"The Guardian," or any combination or abbreviation thereof, as all or a portion
of a corporate or business name or for any commercial purpose, including a grant
of such right to any other investment company; and (d) upon the termination of
any investment advisory agreement into which the Adviser and the Trust may
enter, or upon the termination of any such investment advisory agreement with
respect to a Series of the Trust, or upon termination of the affiliation of the
Adviser with Guardian Life, the Trust and any affected Series of the Trust shall
upon request by the Adviser or Guardian Life, cease to use the words "The
Guardian" as a name component and shall not use such words or any combination
thereof, as part of a name or for any other commercial purpose, and shall take
any and all actions which the Adviser or Guardian Life may request to effect the
foregoing and to reconvey to the Adviser or Guardian Life any and all rights to
the words "The Guardian."
16. All persons extending credit to, contracting with or having any claim
against the Trust, its Series, or the Trustees shall look only to the assets of
the Trust or the Series, as the case may be, for payment under such credit,
contract or claim. Neither the shareholders nor the Trustees, nor any of their
agents, whether past, present or future, shall be personally liable for payment
of any such credit, contract or claim. The obligations of the Trust and each
Series hereunder may be satisfied only by resort to the assets of the Trust as
divided among the Series.
17. This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Investment Company Act,
except as to Paragraph 16 which shall be construed in accordance with the laws
of the Commonwealth of Massachusetts. To the extent the applicable law of the
State of New York or the Commonwealth of Massachusetts, or any of the provisions
herein, conflict with the applicable provisions of the Investment Company Act,
the latter shall control.
18. If any provisions of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors. As
used in this Agreement, the terms majority of the outstanding voting
securities," "interested person," "assign-"
ment," "broker," "dealer," "investment adviser," "net assets," "prospectus,"
"sale," "sell" and "security" shall have the same meaning as such terms have in
the Investment Company Act, subject to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order. Where the
effect of a requirement of the Investment Company Act which is reflected in any
provision of this Agreement is relaxed by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or general application,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postage prepaid, to the other party. Until
further notice, the address of both parties is 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement
to be executed on their behalf by and through their duly authorized officers in
the City and State of New York as of the date first written above.
THE PARK AVENUE PORTFOLIO
Attest:
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
--------------------- ---------------------
Secretary President
GUARDIAN INVESTOR
SERVICES CORPORATION
Attest:
/s/ [ILLEGIBLE] By /s/ Xxxx X. Xxxxx
--------------------- ---------------------
Secretary President
FEE APPENDIX
TO THE
INVESTMENT ADVISORY AGREEMENT
Between
THE PARK AVENUE PORTFOLIO ("Trust")
and
GUARDIAN INVESTOR SERVICES CORPORATION ("GISC")
which is Dated as of January 1, 1993
1. For the services provided and the expenses assumed pursuant to the
captioned Investment Advisory Agreement, The Guardian Park Avenue Fund series of
the Trust (the "Fund") will pay to GISC a fee, computed daily and paid quarterly
(or at such other intervals as the parties may from time to time agree), at the
annual rate of 0.50% 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 captioned Investment Advisory Agreement as supplemented by this Fee
Appendix, shall not take effect with respect to the Fund unless it has first
been approved (i) by a vote of the Trustees of the Trust, including a majority
of those Trustees of the Trust who are not parties to the Investment Advisory
Agreement or interested persons of any such persons, cast in person at a meeting
called for the purpose of such approval and (ii) by vote of a majority of the
Fund's outstanding voting securities.
3. This Fee Appendix shall be attached to and made a part of the captioned
Investment Advisory Agreement and is subject to all of its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of February 1, 1993.
THE PARK PORTFOLIO on behalf of
THE GUARDIAN PARK AVENUE FUND
By: /s/ [ILLEGIBLE]
----------------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------
FEE APPENDIX
TO THE
INVESTMENT ADVISORY AGREEMENT
Between
THE PARK AVENUE PORTFOLIO ("Trust")
and
GUARDIAN INVESTOR SERVICES CORPORATION ("GISC")
which is Dated as of January 1, 1993
1. For the services provided and the expenses assumed pursuant to the
captioned Investment Advisory Agreement, The Guardian U.S. Government Securities
Fund series of the Trust (the "Fund") will pay to GISC a fee, computed daily and
paid quarterly (or at such other intervals as the parties may from time to time
agree), at the annual rate of 0.50% 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 captioned Investment Advisory Agreement as supplemented by this Fee
Appendix, shall not take effect with respect to the Fund unless it has first
been approved (i) by a vote of the Trustees of the Trust, including a majority
of those Trustees of the Trust who are not parties to the Investment Advisory
Agreement or interested persons of any such persons, cast in person at a meeting
called for the purpose of such approval and (ii) by vote of a majority of the
Fund's outstanding voting securities.
3. This Fee Appendix shall be attached to and made a part of the captioned
Investment Advisory Agreement and is subject to all of its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of January 1, 1993.
THE PARK PORTFOLIO on behalf of
THE GUARDIAN U.S. GOVERNMENT SECURITIES FUND
By: /s/ [ILLEGIBLE]
----------------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------
FEE APPENDIX
TO THE
INVESTMENT ADVISORY AGREEMENT
Between
THE PARK AVENUE PORTFOLIO ("Trust")
and
GUARDIAN INVESTOR SERVICES CORPORATION ("GISC")
which is Dated as of January 1, 1993
1. For the services provided and the expenses assumed pursuant to the
captioned Investment Advisory Agreement, The Guardian Cash Management Fund
series of the Trust (the "Fund") will pay to GISC a fee, computed daily and paid
quarterly (or at such other intervals as the parties may from time to time
agree), at the annual rate of 0.50% 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 captioned Investment Advisory Agreement as supplemented by this Fee
Appendix, shall not take effect with respect to the Fund unless it has first
been approved (i) by a vote of the Trustees of the Trust, including a majority
of those Trustees of the Trust who are not parties to the Investment Advisory
Agreement or interested persons of any such persons, cast in person at a meeting
called for the purpose of such approval and (ii) by vote of a majority of the
Fund's outstanding voting securities.
3. This Fee Appendix shall be attached to and made a part of the captioned
Investment Advisory Agreement and is subject to all of its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of February 1, 1993.
THE PARK PORTFOLIO on behalf of
THE GUARDIAN CASH MANAGEMENT FUND
By: /s/ [ILLEGIBLE]
----------------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------
FEE APPENDIX
TO THE
INVESTMENT ADVISORY AGREEMENT
Between
THE PARK AVENUE PORTFOLIO ("Trust")
and
GUARDIAN INVESTOR SERVICES CORPORATION ("GISC")
which is Dated as of January 1, 1993
1. For the services provided and the expenses assumed pursuant to the
captioned Investment Advisory Agreement, The Guardian Investment Quality Bond
Fund series of the Trust (the "Fund") will pay to GISC a fee, computed daily and
paid quarterly (or at such other intervals as the parties may from time to time
agree), at the annual rate of 0.50% 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 captioned Investment Advisory Agreement as supplemented by this Fee
Appendix, shall not take effect with respect to the Fund unless it has first
been approved (i) by a vote of the Trustees of the Trust, including a majority
of those Trustees of the Trust who are not parties to the Investment Advisory
Agreement or interested persons of any such persons, cast in person at a meeting
called for the purpose of such approval and (ii) by vote of a majority of the
Fund's outstanding voting securities.
3. This Fee Appendix shall be attached to and made a part of the captioned
Investment Advisory Agreement and is subject to all of its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of February 1, 1993.
THE PARK PORTFOLIO on behalf of
THE GUARDIAN INVESTMENT QUALITY BOND FUND
By: /s/ [ILLEGIBLE]
----------------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------
FEE APPENDIX
TO THE
INVESTMENT ADVISORY AGREEMENT
Between
THE PARK AVENUE PORTFOLIO ("Trust")
and
GUARDIAN INVESTOR SERVICES CORPORATION ("GISC")
which is Dated as of January 1, 1993
1. For the services provided and the expenses assumed pursuant to the
captioned Investment Advisory Agreement, The Guardian Tax-Exempt Fund series of
the Trust (the "Fund") will pay to GISC a fee, computed daily and paid quarterly
(or at such other intervals as the parties may from time to time agree), at the
annual rate of 0.50% 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 captioned Investment Advisory Agreement as supplemented by this Fee
Appendix, shall not take effect with respect to the Fund unless it has first
been approved (i) by a vote of the Trustees of the Trust, including a majority
of those Trustees of the Trust who are not parties to the Investment Advisory
Agreement or interested persons of any such persons, cast in person at a meeting
called for the purpose of such approval and (ii) by vote of a majority of the
Fund's outstanding voting securities.
3. This Fee Appendix shall be attached to and made a part of the captioned
Investment Advisory Agreement and is subject to all of its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of February 1, 1993.
THE PARK PORTFOLIO on behalf of
THE GUARDIAN TAX-EXEMPT FUND
By: /s/ [ILLEGIBLE]
----------------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------
FEE APPENDIX
TO THE
INVESTMENT ADVISORY AGREEMENT
Between
THE PARK AVENUE PORTFOLIO ("Trust")
and
GUARDIAN INVESTOR SERVICES CORPORATION ("GISC")
which is Dated as of January 1, 1993
1. For the services provided and the expenses assumed pursuant to the
captioned Investment Advisory Agreement, The Guardian Asset Allocation Fund
series of the Trust (the "Fund") will pay to GISC a fee, computed daily and paid
quarterly (or at such other intervals as the parties may from time to time
agree), at the annual rate of 0.50% 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 captioned Investment Advisory Agreement as supplemented by this Fee
Appendix, shall not take effect with respect to the Fund unless it has first
been approved (i) by a vote of the Trustees of the Trust, including a majority
of those Trustees of the Trust who are not parties to the Investment Advisory
Agreement or interested persons of any such persons, cast in person at a meeting
called for the purpose of such approval and (ii) by vote of a majority of the
Fund's outstanding voting securities.
3. This Fee Appendix shall be attached to and made a part of the captioned
Investment Advisory Agreement and is subject to all of its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Fee Appendix to be
executed by their designated officers as of February 1, 1993.
THE PARK PORTFOLIO on behalf of
THE GUARDIAN ASSET ALLOCATION FUND
By: /s/ [ILLEGIBLE]
----------------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
By: /s/ Xxxx X. Xxxxx
----------------------------------
