ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT, made this 1st day of May, 1996, by and between The Park Avenue
Portfolio, a business trust organized under the laws of the Commonwealth of
Massachusetts (the "Portfolio"), which is authorized to issue shares of
beneficial interest in separate series, with each such series representing
interests in a separate portfolio of securities and other assets (any such
series being referred to as a "Fund"), and Guardian Investor Services
Corporation, a New York corporation ("GISC").
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Portfolio hereby appoints GISC to provide information and
administrative services for the benefit of the Portfolio and its shareholders.
In carrying out its duties and responsibilities, GISC shall provide such office
space and equipment, telephone facilities and personnel as is necessary or
beneficial for providing information and services to shareholders of the
Portfolio. Such services and assistance may include, but are not limited to,
maintaining shareholder accounts and records, answering routine inquiries
regarding the Portfolio and its features, assisting shareholders with
shareholder transactions, processing purchase and redemption transactions,
assisting shareholders in changing dividend and investment options, account
designations and addresses, and such other services as the Portfolio may
reasonably request. In this regard, GISC shall enter into related agreements
with other broker-dealers or other financial service firms such as banks (the
"Firms") that provide such services and facilities for their customers who are
shareholders of the Fund ("Customers").
GISC accepts such appointment and agrees to render such services and to
assume the obligations herein set forth for the compensation herein provided.
GISC shall for all purposes herein provided be deemed to be an independent
contractor and, unless otherwise expressly provided or authorized, shall have no
authority to act for or represent the Portfolio in any way or otherwise be
deemed an agent of the Portfolio. GISC, by separate agreement with the
Portfolio, may also serve the Portfolio in other capacities. In carrying out its
duties and responsibilities hereunder, GISC will appoint various Firms to
provide administrative and other services described herein directly to or for
the benefit of their Customers. Such Firms shall at all times be deemed to be
independent contractors retained by GISC and not the Portfolio. GISC and not the
Portfolio will be responsible for the payment of compensation to such Firms for
such services.
2. For the services and facilities described in Section 1, the Portfolio
will pay to GISC at the end of each calendar month an administrative service fee
as set forth on Schedule A hereto. For the month and year in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement is in effect
during such month and year, respectively. The services of GISC to the Portfolio
under this Agreement are not to be deemed exclusive, and GISC shall be free to
render similar services or other services to others.
The net asset value for each share of each Fund of the Portfolio shall be
calculated in accordance with the provisions of the Portfolio's current
prospectus. On each day when net asset value is not calculated, the net asset
value of a share of the each Fund of the Portfolio shall be deemed to be the net
asset value of such a share as of the close of business on the last day on which
such calculation was made for the purpose of the foregoing computations.
3. The Portfolio shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by GISC under
this Agreement.
4. The Agreement may be terminated at any time without the payment of any
penalty by the Portfolio or by GISC on sixty (60) days written notice to the
other party. Termination of this Agreement shall not affect the right of GISC to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. All material amendments to this
Agreement, including any increase in fees, must be approved by vote of the Board
of Trustees of the Portfolio. This Agreement may not be assigned without the
consent of the Portfolio.
5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered and mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Portfolio's
Declaration of Trust and all amendments thereto, all of which are on file with
the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Portfolio by its representatives as such
representatives and not individually, and the obligations of the Portfolio
hereunder are not binding upon any of the trustees, officers or shareholders of
the Portfolio individually but are binding upon only the assets and property of
each respective Fund.
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8. This Agreement shall be construed in accordance with applicable federal
law and the laws of the State of New York (except as to Section 7 hereof, which
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE PARK AVENUE PORTFOLIO GUARDIAN INVESTOR SERVICES
CORPORATION
By:_______________________________ By: ________________________________
Title:____________________________ Title:______________________________
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SCHEDULE A
Fund Administrative Service
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Fee Rate
--------
The Guardian ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Fund 0.25%
The Guardian Investment Quality Bond Fund 0.25%
The Guardian Tax-Exempt Fund 0.25%
The Guardian Asset Allocation Fund 0.25%
The Guardian Cash Management Fund 0.25%
The Guardian Park Avenue Fund 0.25% of those fund assets
for which a "dealer
of record" has been
designated
Dated_______________________________
THE PARK AVENUE PORTFOLIO GUARDIAN INVESTOR SERVICES
CORPORATION
By:_______________________________ By: ________________________________
Title:____________________________ Title:______________________________