As filed with the Securities and Exchange Commission on September 16, 1997
Registration Nos. 33-8____
811-8___
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
on
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
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THE GUARDIAN SEPARATE ACCOUNT M
(Exact Name of Trust)
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Depositor)
201 Park Avenue South, New York, New York 10003
(Complete Address of Principal Executive Offices)
------------
RICHARD T. POTTER, JR., ESQ.
The Guardian Insurance & Annuity Company, Inc.
201 Park Avenue South
New York, New York 10003
(Name and address of agent for service)
Copy to:
STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
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Flexible Premium Adjustable Variable Life Insurance Policies -- Registration of
Indefinite Amount of Securities Pursuant to Rule 24F-2 Under the Investment
Company Act of 1940 (Title, amount and proposed maximum offering price of
securities being registered)
Approximate date of proposed public offering: Upon the effective date of this
Registration Statement
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
N-8B-2 Item Heading in Prospectus
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1,2,3,51(a)..................... Cover Page; Summary
4............................... Distribution of the Policy and Other
Contractual Arrangements
5............................... Summary
6(a)............................ The Separate Account
6(b)............................ The Separate Account
7............................... Not Applicable
8............................... Financial Statements
9............................... Legal Proceedings
10(a),(b)....................... Partial Withdrawals; Right to Cancel;
Surrender
10(d)........................... Fixed Benefit Life Insurance During the
First 24 Months; Transfers; Transfers from
the Fixed-Rate Option; Dollar Cost Averaging
Transfer Option; Decreasing the Face Amount
10(e)........................... Default; Grace Period; Reinstatement
10(f)........................... Voting Rights
10(g),(h)....................... Rights Reserved by GIAC
10(i),44(a),51(g)............... Premiums; Policy Values and Benefits; Policy
Proceeds
11.............................. The Variable Investment Options
12.............................. The Variable Investment Options
13(a),(b),(c),51(g)............. Deductions from Premiums;
Deductions from the Mutual Funds
13(d),(g)....................... Not Applicable
13(e),(f)....................... Monthly Deductions from the Policy Account
Value; Transaction Deductions from Policy
Account Value; Deductions from the Separate
Account; Distribution of the Policy and
Other Contractual Arrangements
14.............................. Insureds
15.............................. Allocation of Net Premiums; Crediting
Payments
16.............................. Allocation of Net Premiums; Transfers;
Dollar Cost Averaging Transfer Option;
Policy Loans
17.............................. Surrender; Partial Withdrawals; Right to
Cancel; Policy Proceeds
18.............................. The Variable Investment Options
19.............................. Communications from GIAC
20.............................. Not Applicable
21(a),(b)....................... Policy Loans; Policy Proceeds
21(c),22,23..................... Not Applicable
24.............................. Payment Options; Limits to GIAC's Right to
Challenge a Policy; Other Information
25,27,29,48..................... Summary
26.............................. Not Applicable
28.............................. GIAC's Management
30,31,32,33,34,35,36,37......... Not Applicable
38,39,41(a)..................... Distribution of the Policy and Other
Contractual Arrangements
40.............................. The Funds' Investment Advisers
41(b),(c),42,43................. Not Applicable
44(a)........................... Premiums; Policy Values and Benefits
44(b)........................... Exhibits
44(c)........................... Premiums
45.............................. Not Applicable
46(a),47........................ Amounts in the Separate Account; Net
Investment Factor; Policy Proceeds
46(b)........................... Not Applicable
49,50........................... Not Applicable
51(b)........................... Cover Page
51(c),(d)....................... Death Benefit Options; Charge for the Cost
of Insurance; Mortality and Expense Risk
Charge
51(e),(f)....................... Policyowner and Beneficiary
51(h),(i),(j)................... Not Applicable
52(a),(c)....................... Rights Reserved by GIAC
52(b),(d)....................... Not Applicable
53(a)........................... GIAC's Taxes
53(b),54,55,56,57,58............ Not Applicable
59.............................. Financial Statements
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__________ LIFE
Flexible Premium Adjustable Variable Life Insurance Policy
Prospectus Dated ____ 199
1
______________ Life is a flexible premium adjustable variable life insurance
policy. The policy is issued by The Guardian Insurance & Annuity Company, Inc.
("GIAC"), a wholly owned subsidiary of The Guardian Life Insurance Company of
America ("Guardian Life"). The policy is designed to provide lifetime insurance
protection. At the same time, the policy is flexible as to the timing of premium
payments, the amount of premiums paid, and insurance coverage. Both premium
payments and coverage may be adjusted to meet current financial circumstances
and insurance needs.
A policyowner may allocate Net Premiums and transfer all or portions of the
Unloaned Policy Account Value among Variable Investment Options and a Fixed-Rate
Option. Special limits apply to transfers out of the Fixed-Rate Option. The
Variable Investment Options provide variable market returns and are offered
through the investment divisions of The Guardian Separate Account M (the
"Separate Account"). The Fixed-Rate Option provides a guaranteed interest rate
of at least 4% annually. The Policy Account Value increases or decreases with,
among other things, the investment experience and/or credited interest provided
by the Variable Investment Options and the Fixed-Rate Option, as selected by the
policyowner, premium payments and Face Amount changes. A policyowner bears the
investment risk for amounts held in the Variable Investment Options.
Within limits, a policyowner may draw upon the Policy Account Value through
policy loans or partial withdrawals. A policyowner may also surrender the policy
for its Net Cash Surrender Value, but then all insurance coverage will end.
Surrender charges will be assessed during the first 15 policy years, or the
first 15 years after a Face Amount increase, if the policy lapses or is
surrendered, or if the Face Amount is reduced. The Face Amount can be reduced by
request or as a result of a partial withdrawal.
For the first two policy years, the policy will not lapse if the No Lapse
Guarantee Premium Test is in effect and has been satisfied.
Upon the insured's death, GIAC will pay the policy's death proceeds to the
beneficiary(ies). Two death benefit options are offered. Option 1 provides a
death benefit that at least equals the Face Amount of the policy when the
insured dies. Option 2 provides a variable death benefit at least equal to the
Face Amount of the policy plus the Policy Account Value. Under either option, a
higher death benefit may apply to satisfy federal income tax law requirements.
Also, under either option, after the Policy Anniversary nearest the insured's
100th birthday, the death benefit is equal to the Policy Account Value.
Variable life insurance is not a short term investment. A prospective purchaser
should evaluate the need for life insurance and the policy's long term
investment potential before buying a policy. In addition, it may not be
advantageous to replace existing life insurance coverage by purchasing a
___________ Life policy, particularly if the decision to replace existing
coverage is based primarily on a comparison of policy illustrations. For federal
income tax purposes, this policy may be treated as a modified endowment contract
under circumstances described in this prospectus. The policy may be examined and
returned for a full refund for a limited period after the Initial Premium has
been paid.
This prospectus sets forth information that a prospective purchaser should know
about ___________ Life before investing, and should be retained for future
reference. This prospectus is not valid unless it is accompanied by the current
prospectuses for The Guardian Stock Fund, The Guardian Small Cap Stock Fund, The
Guardian Bond Fund, The Guardian Cash Fund, Baillie Gifford International Fund,
Value Line Strategic Asset Management Trust, Value Line Centurion Fund, and MFS
Growth With Income Series.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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1
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TABLE OF CONTENTS
DEFINITIONS............................................................... 4
SUMMARY................................................................... 6
___________ LIFE POLICY DIAGRAM........................................... 11
THE ___________ LIFE POLICY............................................... 12
Insureds............................................................ 12
Premiums............................................................ 12
Policy Premiums............................................... 12
Allocation of Net Premiums.................................... 12
Crediting Payments............................................ 13
Backdating.................................................... 13
Deductions and Charges.............................................. 14
Deductions From Premiums...................................... 14
Monthly Deductions From the Policy Account Value.............. 14
Transaction Deductions From the Policy Account Value.......... 15
Deductions From the Separate Account.......................... 18
Deductions From the Mutual Funds.............................. 18
Policy Values and Benefits.......................................... 19
No Lapse Guarantee............................................ 19
Death Benefit Options......................................... 19
Changing the Death Benefit Option............................. 20
Policy Values................................................. 20
Amounts In the Separate Account............................... 21
Net Investment Factor......................................... 21
Other Policy Features............................................... 22
Policy Loans.................................................. 22
Decreasing the Face Amount.................................... 23
Increasing the Face Amount.................................... 23
Partial Withdrawals........................................... 24
Surrender..................................................... 25
Transfers..................................................... 25
Transfers From the Fixed-Rate Option.......................... 26
Dollar Cost Averaging Transfer Option......................... 26
Policy Proceeds............................................... 26
Fixed-Benefit Insurance During the First 24 Months............ 27
Payment Options............................................... 27
Tax Effects......................................................... 28
Treatment of Policy Proceeds.................................. 28
Exchanges..................................................... 29
Diversification............................................... 29
Policy Changes................................................ 30
Tax Changes................................................... 30
Estate and Generation Skipping Transfer Taxes................. 30
Legal Considerations for Employers............................ 30
Other Tax Consequences........................................ 30
GIAC's Taxes.................................................. 30
Income Tax Withholding........................................ 31
THE VARIABLE INVESTMENT OPTIONS........................................... 32
The Separate Account................................................ 32
The Funds........................................................... 32
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2
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Investment Objectives and Policies of the Funds............... 32
Investment Performance of the Funds........................... 32
The Funds' Investment Advisers...................................... 33
Guardian Investor Services Corporation........................ 33
Guardian Baillie Gifford Limited.............................. 33
Baillie Gifford Overseas Limited.............................. 33
Value Line, Inc............................................... 33
Massachusetts Financial Services Company...................... 34
THE FIXED-RATE OPTION..................................................... 35
General Information................................................. 35
Amounts In the Fixed-Rate Option.................................... 35
VOTING RIGHTS............................................................. 36
DISTRIBUTION OF THE POLICY AND OTHER CONTRACTUAL ARRANGEMENTS............. 37
LIMITS TO GIAC'S RIGHT TO CHALLENGE A POLICY.............................. 38
Incontestability.................................................... 38
Misstatement of Age or Sex.......................................... 38
Suicide Exclusion................................................... 38
GIAC'S MANAGEMENT......................................................... 39
OTHER INFORMATION......................................................... 42
Rights Reserved by GIAC............................................. 42
Right to Cancel..................................................... 42
Policyowner and Beneficiary......................................... 42
Assignment.......................................................... 43
Communications From GIAC............................................ 43
Communications With GIAC............................................ 43
Special Provisions For Group or Sponsored Arrangements.............. 43
Advertising Practices............................................... 43
Legal Proceedings................................................... 44
Legal Matters....................................................... 44
Registration Statement.............................................. 44
Financial and Actuarial Experts..................................... 44
FINANCIAL STATEMENTS OF THE GUARDIAN SEPARATE ACCOUNT M.................. N/A
FINANCIAL STATEMENTS OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC..... 45
APPENDIX A: POLICY ILLUSTRATIONS.......................................... A-1
APPENDIX B: INVESTMENT EXPERIENCE INFORMATION............................. B-1
APPENDIX C: LONG TERM MARKET TRENDS....................................... C-1
APPENDIX D: USES OF LIFE INSURANCE........................................ D-1
APPENDIX E: ADDITIONAL BENEFITS BY RIDER.................................. E-1
APPENDIX F: FIRST YEAR SURRENDER CHARGE RATES PER $1,000 OF FACE AMOUNT... F-1
THE ___________ LIFE POLICY MAY NOT BE AVAILABLE IN ALL STATES OR JURISDICTIONS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE OR JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. GIAC DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED SUPPLEMENT
THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY GIAC.
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3
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DEFINITIONS
Important terms used in this prospectus are defined below. Defined terms appear
in this prospectus with initial upper case letters.
Age: The insured's age on his or her birthday nearest the Policy Date.
Attained Age: The insured's Age plus the number of policy years completed since
the Policy Date.
Business Day: Each date on which the New York Stock Exchange or its successor is
open for trading and GIAC is open for business. GIAC's close of business is 4:00
p.m. New York City time.
Cash Surrender Value: The Policy Account Value minus any surrender charges.
Executive Office: GIAC's office at 201 Park Avenue South, Mail Station 215-B,
New York, New York 10003.
Face Amount: The Initial Face Amount plus any Policy Segments then in force. The
Minimum Face Amount for a policy is currently $100,000.
Initial Face Amount: The Face Amount in force on the Policy's Issue Date. The
Initial Face Amount may be affected by Face Amount decreases or Death Benefit
Option changes. The minimum Initial Face Amount for a policy is currently
$100,000.
Initial Premium: The premium that must be paid to put the policy in force. It
must be at least equal to one quarter of the Minimum Annual Premium. The Minimum
Annual Premium for each policy is set forth in the policy.
Internal Revenue Code: The Internal Revenue Code of 1986, as amended, and its
related rules and regulations.
Issue Date: The date the policy is issued at the Executive Office.
Loan Collateral Account: An account within GIAC's general account to which
values from the Variable Investment Options and the Fixed-Rate Option are
transferred when the policyowner takes a policy loan.
Minimum Annual Premium: A measure of premium set forth in the policy used in
determining compliance with the No Lapse Guarantee Premium Test and in
determining the amount of the required Initial Premium. The Minimum Annual
Premium is equal to the Target Premium, as calculated for the policy and all
applicable riders.
Monthly Date: The same date of each calendar month as the Policy Date, or the
last date of a calendar month, if earlier.
Monthly Deductions: Deductions from the Policy Account Value attributable to the
Variable Investment Options and the Fixed-Rate Option which are processed on
each Monthly Date to pay the policy administration charge, cost of insurance
charge, and any applicable rider charges.
Net Amount at Risk: An amount calculated by dividing the amount of death benefit
provided under the death benefit option then in force by 1.0032737 and
subtracting the Policy Account Value.
Net Cash Surrender Value: The amount payable upon the surrender of a policy. The
Net Cash Surrender Value on any date is the Cash Surrender Value less any Policy
Debt.
Net Premium: The portion of a premium payment that is allocated to the Variable
Investment Options and/or the Fixed-Rate Option according to instructions
provided by the policyowner.
No Lapse Guarantee: A guarantee that, for the first two policy years, the policy
will not lapse even if the policy's Net Cash Surrender Value is insufficient to
meet the Monthly Deductions due on a policy's Monthly Date, if the No Lapse
Guarantee Premium Test is met.
No Lapse Guarantee Premium Test: A test that, if satisfied, will maintain the No
Lapse Guarantee. To satisfy this test, the sum of premiums paid as of the most
recent Monthly Date, less withdrawals and applicable surrender charges, and less
Policy Debt must equal or exceed the product of the Minimum Annual Premium
multiplied by the ratio of (1) to (2) where (1) is the number of days measured
from the Policy Date to the Monthly Date and (2) is 365.
Planned Premium: The premium the policyowner designates in the application.
Policy Account Value: The sum of the values attributable to a policy which are
allocated to the Variable Investment Options, the Fixed-Rate Option and the Loan
Collateral Account.
Policy Anniversary: The same date of each calendar year as the Policy Date.
Policy Date: The date set forth in the policy that is used to measure policy
months, policy years, Policy Anniversaries, and Monthly Dates.
Policy Debt: All unpaid policy loans, plus accrued and unpaid loan interest.
Policy Segment: The additional coverage provided by each increase in the Face
Amount.
Premium Charge: A charge deducted from policy premiums. The Premium Charge will
be an amount ranging from 8.5% to 4%.
Target Premium: A measure of premium used to determine Premium Charges and agent
compensation. Target Premiums associated with the Initial Face Amount are based
on the insured's Age, the underwriting class for that portion of the Face Amount
and sex (unless unisex rates are required by law). Target Premiums associated
with any
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4
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Policy Segments are based on the insured's Attained Age and the underwriting
class for each Policy Segment. The Target Premium for a policy is based on a
rate per $1,000, which would provide a Cash Surrender Value equal to the Face
Amount of the policy on the Policy Anniversary nearest the insured's 100th
birthday based on (i) the policy's current charges, (ii) a Face Amount of
$250,000 and (iii) net interest on the Policy Account Value at an annual rate of
4.5%. The Target Premium for any rider (other than the guaranteed coverage
rider) is 12 times the monthly deduction for that rider during the first policy
year.
Unloaned Policy Account Value: The Policy Account Value minus the Loan
Collateral Account.
Variable Investment Options: The investment divisions of the Separate Account
which correspond to the mutual funds in which the Separate Account invests.
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5
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SUMMARY
The following summary is qualified in its entirety by: (1) the terms of the
___________ Life policy issued to the policyowner, exclusive of any riders; (2)
the more detailed information appearing elsewhere in this prospectus; and (3)
the accompanying prospectuses for the mutual funds in which the Separate Account
invests.
How does variable life insurance differ from conventional, fixed-benefit whole
life insurance?
Like conventional, fixed-benefit whole life insurance, variable life insurance
provides two important benefits: (1) an income tax-free death benefit and (2) a
cash value that can grow tax-deferred. What sets variable life insurance apart
from conventional whole life insurance is that the owner of a variable life
insurance policy can direct premiums and cash values to investment options that
provide variable, rather than fixed, returns. If investment results are
sufficiently favorable, the policyowner can experience an increase in a variable
life insurance policy's cash value and the amount of the death benefit. However,
the variable life insurance policyowner also bears the risk of investment losses
and no cash value is guaranteed. In contrast, a conventional whole life
insurance policy generally provides cash values that are fixed and guaranteed by
the issuing insurance company when the policy is issued.
How is ___________ Life similar to universal life and variable life insurance
policies?
Like variable life insurance, variable universal life insurance allows the
policyowner to direct premiums and cash values to investment options that
provide variable rather than fixed rates of return. In addition a variable
universal life insurance policy typically allows the policyowner to select and
change the death benefit option that applies to his or her policy, increase or
decrease the Face Amount of insurance provided by the policy, and choose the
amount and frequency of premium payments. This flexibility permits a policyowner
to provide for changing insurance needs within a single policy. However, there
are risks that a universal life insurance policy will lapse without cash value,
if premiums are insufficient to support the policy's Face Amount and other
benefits when investment experience is unfavorable. This risk increases if the
policyowner chooses not to pay the Minimum Annual Premium according to the
recommended schedule.
___________ Life offers many of the features available under universal life
insurance policies. Policyowners may select and, within limits, change the death
benefit option, increase or decrease the Face Amount, and have flexibility in
payment of premiums. See "Premiums."
Who issues ___________ Life?
The policy is issued through the Separate Account by The Guardian Insurance &
Annuity Company, Inc. ("GIAC"). GIAC is wholly owned by The Guardian Life
Insurance Company of America ("Guardian Life"). GIAC is a Delaware stock
insurance company. It was organized in 1970 and is licensed to sell life
insurance and annuities in all 50 states of the United States and the District
of Columbia. As of December 31, 1996, GIAC had total assets (statutory basis) in
excess of $6.0 billion. Guardian Life is a New York mutual insurance company.
Guardian Life and the Executive Offices of GIAC are located at 201 Park Avenue
South, New York, New York 10003. Written communications about ___________ Life
should be directed to Mail Station 215-B at that address.
As of the date of this prospectus, GIAC and its parent, Guardian Life, have
consistently received exemplary ratings from Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps and A.M. Best. These ratings may
change at any time, and only reflect GIAC's ability to satisfy its
insurance-related obligations and meet its guarantee of the policy's Fixed-Rate
Option. These ratings do not apply to ___________ Life's Variable Investment
Options, which are subject to the risks of investing in securities. Guardian
Life is not the issuer of ___________ Life policies and does not guarantee the
benefits provided therein.
Who can buy a ___________ Life Policy?
GIAC will issue a policy to a purchaser who resides in a state or jurisdiction
where the policy may be offered to insure the life of anyone Age 80 or under who
meets GIAC's underwriting requirements. Owners of certain fixed-benefit life
insurance policies issued by GIAC or its parent, Guardian Life, may be able to
purchase ___________ Life (i) without evidence of insurability, by exchanging
their present policies or (ii) without evidence of insurability, or with
simplified underwriting, by exercising applicable riders to their fixed-benefit
life insurance policies. Policyowners of convertible term policies and whole
life policies with convertible term riders who elect to convert to a
______________Life policy may receive a credit upon conversion in an amount up
to one Minimum Annual Premium. Interested policyowners should consult their
legal and tax advisers about the consequences of exchanging their existing
policies for a ___________ Life policy. See "Deductions and Charges," "Tax
Effects," and "Special Provisions For Group or Sponsored Arrangements."
How are premiums set and when are they due?
The policyowner specifies a Planned Premium in the application. The amount of a
Planned Premium depends on: (1) the Face Amount of insurance; and (2) the
insured's Age, sex (unless unisex rates are required by law) and underwriting
class. The policy also specifies a Minimum Annual Premium which is used to
calculate the amount of
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6
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premium that must be paid as of the most recent Monthly Date to satisfy the No
Lapse Guarantee Premium Test during the first two policy years. See "No Lapse
Guarantee." The Planned Premium is not required to be paid as elected. However,
the sum of the Planned Premiums elected by the policyowner for each of the first
two policy years must be equal to or greater than the aggregate Minimum Annual
Premium applicable to such policy years.
If the policyowner acquires additional insurance benefits by purchasing one or
more of the available riders to the policy, rider premiums are also assessed.
First year rider premiums (other than premiums for the guaranteed coverage
rider) are added to the policy premium in determining the Minimum Annual
Premium. Rider premiums are deducted from the Policy Account Value monthly.
An Initial Premium equal to at least one quarter of the Minimum Annual Premium
must be paid in order for the policy to be in force. After the Initial Premium
has been paid, premiums may be paid at any time and in any amount during the
lifetime of the insured, or pursuant to a pre-authorized payment plan, subject
to certain limitations. If the No Lapse Guarantee Premium Test is satisfied
during each of the first two policy years, the policy will not lapse during the
first two policy years even if the policy's Net Cash Surrender Value is
insufficient to meet Monthly Deductions on a Monthly Date. Once the No Lapse
Guarantee period has terminated, although premiums are not required to be paid,
they may be necessary to prevent lapse if Net Cash Surrender Value is not
sufficient to meet Monthly Deductions. See "Premiums" and "No Lapse Guarantee."
What charges are assessed in connection with the policy?
All of the charges, fees and deductions that a policyowner may pay directly or
indirectly under a ___________ Life policy are summarized below and described
more fully under "Deductions and Charges."
Deductions From Premiums
Premium Charge
A charge is deducted from each premium paid under a policy (the "Premium
Charge"). This charge covers premium taxes, a portion of GIAC's federal income
tax burden, and a premium sales charge. The Premium Charge ranges from 8.5% to
4% of the premium paid.
Deductions From the Policy Account Value
Charges that are deducted from the Policy Account Value as of the Policy Date
and on each Monthly Date are called "Monthly Deductions." Amounts that are
deducted from the Policy Account Value if certain events occur are called
"Transaction Deductions." Monthly Deductions end on the Policy Anniversary
nearest the insured's 100th birthday.
Monthly Deductions
Policy Administration Charge
This is an administration charge deducted on each Monthly Date of $20 plus $0.16
per $1000 of Face Amount until the first Policy Anniversary and the first
anniversary of any Face Amount increase, and thereafter, $6 (with no per $1000
charge). The per $1000 charge is lower for issue ages 0-15.
Charge For The Cost Of Insurance
This charge is based upon GIAC's current cost of insurance rates for the
insured's Attained Age, sex (unless unisex rates are required by law),
underwriting class, and any substandard risk charges. The maximum cost of
insurance rates that GIAC may charge per $1,000 of Net Amount at Risk are set
forth in the policy.
Transaction Deductions
Surrender Charges
During the first 15 policy years, GIAC assesses a surrender charge when the
policy lapses or is surrendered, or if the Face Amount is reduced by request or
as the result of a partial withdrawal. The amount of the surrender charge
depends upon the policy year in which the event occurs and declines each policy
year. The surrender charge is a flat charge per $1000 of Face Amount beginning
in policy year 1 and declining proportionally on an annual basis to $0 in policy
year 16. The charge per $1000 varies by issue age, sex and underwriting class.
The applicable surrender charge is set forth in the policy. See "Surrender" and
"Deductions and Charges." If a surrender charge is imposed as the result of a
partial withdrawal, the charge will apply only to that portion of the withdrawal
that exceeds the amount eligible for a free partial withdrawal. See "Partial
Withdrawals."
Transfer Charge
GIAC reserves the right to charge $25 for each transfer after the twelfth
transfer in a policy year. GIAC does not currently impose this charge.
Deductions From the Separate Account
Mortality And Expense Risk Charge
GIAC assesses a daily charge at an annual rate of 0.90% of the Separate
Account's assets for the mortality and expense risks it assumes for ___________
Life policies. This charge will be reduced to an annual rate of 0.60% of the
Separate Account's assets after the twentieth Policy Anniversary.
Income Tax Charge
GIAC has reserved the right to charge the Separate Account to cover its federal,
state or local income taxes that are attributable to the Separate Account or the
policies. GIAC does not currently impose this charge.
Deductions From the Mutual Funds
Advisory Fees And Operational Expenses
Charges for investment advisory fees and operational expenses are deducted daily
from the assets of the mutual funds in which the Separate Account invests. As a
result,
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7
<PAGE>
policyowners bear these fees and expenses indirectly. These fees and expenses
are described in more detail in the prospectuses for the mutual funds that
accompany this prospectus.
What is the difference between "guaranteed or maximum charges" and "current
charges"?
Certain charges made under a policy (for example, the cost of insurance charge)
can increase under certain circumstances. A guaranteed or maximum charge is the
highest amount that GIAC is entitled to charge for a particular item. A current
charge is the lower amount that GIAC is now charging for the same item.
Generally, GIAC intends to assess current charges for the indefinite future.
However, GIAC reserves the right to increase each current charge up to the
guaranteed charge when permissible under the policy. GIAC will provide notice of
any such increases if required by law. See "Deductions and Charges."
What Variable Investment Options are offered under ___________ Life?
___________ Life offers Variable Investment Options that provide variable
returns. The Variable Investment Options are provided through the Separate
Account, which is a separate investment account of GIAC. Each Separate Account
investment division invests solely in the shares of a corresponding mutual fund
or series of a mutual fund. The Variable Investment Options currently available
are: The Guardian Stock Fund, The Guardian Small Cap Stock Fund, The Guardian
Bond Fund, The Guardian Cash Fund, Baillie Gifford International Fund, Value
Line Strategic Asset Management Trust, Value Line Centurion Fund, and MFS Growth
With Income Series. There is no minimum guaranteed Policy Account Value for
amounts held in the Variable Investment Options.
Prospectuses for the mutual funds, which describe their respective investment
objectives, risks, and all of their fees and expenses, accompany this
prospectus. Those prospectuses should be read carefully before Policy Account
Values are allocated or transferred to or from the Variable Investment Options.
Summary information about the investment objectives of these mutual funds and
the risks and potential rewards of investing in securities appears in "The
Variable Investment Options" and Appendix C. The Separate Account and the mutual
funds are registered with the Securities and Exchange Commission ("SEC") as
investment companies under the Investment Company Act of 1940 (the "1940 Act").
What is the Fixed-Rate Option?
The Fixed-Rate Option is another allocation choice offered under ___________
Life. Amounts allocated or transferred to the Fixed-Rate Option are credited
with a fixed rate of interest that is guaranteed from the date of allocation or
transfer until the next succeeding Policy Anniversary. On each Policy
Anniversary, the entire Policy Account Value that is then attributable to the
Fixed-Rate Option (including earned interest) is aggregated to be credited with
the interest rate in effect on that Policy Anniversary. Such rate will remain in
effect for these monies until the next Policy Anniversary. The minimum
guaranteed annual interest rate provided by the Fixed-Rate Option is 4%. Amounts
attributable to the Fixed-Rate Option are held in GIAC's general account. See
"The Fixed-Rate Option."
Is it possible to change how the Policy Account Value is invested under a
___________ Life policy?
Yes. Presently, a policyowner may transfer all or part of the Unloaned Policy
Account Value among the Variable Investment Options and into the Fixed-Rate
Option at any time without charge. Currently, the maximum number of options in
which the Policy Account Value may be invested is 7. In addition, special limits
apply to transfers out of the Fixed-Rate Option. See "Transfers From The
Fixed-Rate Option."
What insurance benefits are available under a ___________ Life policy?
A prospective policyowner can obtain death benefits and optional rider benefits
through a ___________ Life policy.
Death Benefits
GIAC will pay a policy's death proceeds to the beneficiary upon its receipt of
due proof that the insured died while the policy was in force. The policy
provides two death benefit options both of which provide insurance coverage
until the Policy Anniversary nearest the insured's 100th birthday:
Option 1 provides a death benefit that at least equals the policy's Face
Amount when the insured dies; and
Option 2 provides a variable death benefit that is equal to the Face Amount
of the policy plus the Policy Account Value.
After the Policy Anniversary nearest the insured's 100th birthday, the death
benefit is equal to the Policy Account Value.
A higher death benefit may apply under either option to satisfy federal income
tax law requirements.
On or after the first Policy Anniversary, the policyowner can change death
benefit options if the insured is then living. Evidence of insurability is
required when the requested change is from Option 1 to Option 2. See "Death
Benefit Options."
Rider Benefits
Additional benefits can be provided by riders to the policy, subject to GIAC's
underwriting and issuance standards. The following additional benefit riders are
currently available, though perhaps not in every state: level target death
benefit term rider; accidental death benefit rider; guaranteed insurability
option rider; guaranteed
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8
<PAGE>
coverage rider; waiver of monthly deductions rider; and disability benefit
rider. Premiums for additional rider benefits are deducted from Policy Account
Value monthly as part of the Monthly Deductions. There may be circumstances in
which it will be to the policyowner's economic advantage to include a
significant portion or percentage of insurance coverage under a term rider. In
many other circumstances, it may be advantageous to obtain a Policy without term
rider coverage. These circumstances will depend on many factors, including the
amount of premium the policyowner desires to pay and the amount and duration of
coverage chosen, as well as the Age, sex and risk classification of the insured.
Your registered representative can provide you more information on the
appropriateness of term rider coverage in conjunction with a ________ Life
Policy. All of the riders are briefly described in Appendix E.
Can the Face Amount be decreased or increased?
The policyowner may request a decrease in the Face Amount at any time on or
after the first Policy Anniversary. The decrease must be for at least $5,000.
Decreases may also result from partial withdrawals. Decreases in Face Amount
occurring at the request of the policyowner are subject to surrender charges if
the decrease occurs during the first 15 policy years. If the decrease is the
result of a partial withdrawal, it is subject to surrender charges if the
withdrawal occurs during the first 15 policy years and the amount of the
withdrawal exceeds the free withdrawal amount. See "Decreasing the Face Amount,"
"Partial Withdrawals," and "Transaction Deductions from the Policy Account
Value."
The policyowner may request an increase in Face Amount on the first Policy
Anniversary or any Policy Anniversary thereafter up to and including the Policy
Anniversary nearest the insured's 70th birthday. An increase in Face Amount is
issued as a separate Policy Segment with its own underwriting class, cost of
insurance rates, surrender charges, policy administration charge and Target
Premium. Premiums paid subsequent to a Face Amount increase are allocated among
the Initial Face Amount and any in force Policy Segment as described in
"Increasing the Face Amount".
What is the amount of death proceeds payable under a ___________ Life policy?
The amount of the death proceeds will be based on the benefit provided by the
death benefit option in effect when the insured dies and any insurance proceeds
provided by additional benefit riders. To determine the payable proceeds, GIAC
will deduct any outstanding Policy Debt and any due and unpaid Monthly
Deductions as of the policy month of death from the death benefit. Death
proceeds may be received in a lump sum or under one of the payment options
described in the policy. See "Policy Proceeds" and "Payment Options."
Does a policyowner have access to the monies invested in a ___________ Life
policy?
The policyowner may, within limits, (1) after the first policy year make partial
withdrawals of Net Cash Surrender Value; and/or (2) borrow up to 90% of the
policy's Cash Surrender Value less the amount of any Policy Debt. Interest at an
annual rate of 8% accrues daily against outstanding policy loans. The annual
rate of interest on policy loans decreases to 5% after the later of the
twentieth Policy Anniversary or the insured's Attained Age 65. See "Partial
Withdrawals" and "Policy Loans."
Also, a policy may be surrendered at any time for its then Net Cash Surrender
Value. Upon surrender, insurance coverage ends and may not be reinstated.
See "Deductions and Charges" and "Tax Effects" for information about the
possible impact of these policy transactions on (1) policy benefits and (2) the
amounts invested in a policy.
Are increases in Policy Account Value or the death proceeds taxed under the
income tax provisions of the Internal Revenue Code?
Under current federal tax law, increases in Policy Account Value are not
generally subject to federal income tax unless they are distributed before the
insured dies. Death proceeds are not subject to federal income tax, but may be
subject to federal estate and/or generation skipping transfer taxes. See "Tax
Effects."
What is the federal income tax treatment of partial withdrawals, surrenders and
policy loans?
Each of these transactions results in a pre-death distribution from the policy.
The federal income tax treatment of the proceeds of a pre-death distribution
depends on whether a policy is treated as a "modified endowment contract" under
the Internal Revenue Code.
If a ___________ Life policy is not treated as a modified endowment contract:
(1) Distributions through partial withdrawals or upon surrender will
generally be taxed only if the sum of all such distributions exceeds the
policyowner's "basis" in the policy (i.e., the sum of the premiums paid
minus any amounts previously withdrawn through tax-free distributions).
Amounts received in excess of the policyowner's basis in the policy will
be recognized and taxable as ordinary income.
(2) Policy loans should be treated as indebtedness, not as taxable
distributions, so long as the policy remains in force. Generally, policy
loan interest payments are not tax deductible by the policyowner. There
may be adverse tax consequences if a policy lapses with Policy Debt
outstanding.
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9
<PAGE>
If a ___________ Life policy is treated as a modified endowment contract:
All pre-death distributions, including policy loans, will be taxed first as
ordinary income, to the extent of gain in the policy, and then treated as a
return of the basis in the policy. With few exceptions, a 10% penalty tax will
also apply to the taxable portion of a distribution from a modified endowment
contract.
Under the circumstances which are summarized under "Tax Effects," a policy could
be treated as a modified endowment contract. A legal or tax adviser should be
consulted before taking actions that could cause a policy to be treated as a
modified endowment contract. Neither GIAC nor its agents are authorized to
provide this type of advice to policyowners.
When would a policy lapse?
Except for periods when the No Lapse Guarantee Test is satisfied during the
first two policy years, the policy will go into default if the Net Cash
Surrender Value at the beginning of any policy month would go below zero after
deducting the current Monthly Deductions. A policy will lapse 61 days after the
Monthly Date that the Net Cash Surrender Value is less than the current Monthly
Deductions when due unless a required premium payment, described in more detail
in "Grace Period," is made. A policy can also lapse if a required loan repayment
remains unpaid 61 days after the Monthly Date that Policy Debt exceeds the Cash
Surrender Value. GIAC will provide the policyowner with at least 30 days notice
of an impending policy lapse and the amount of the required premium payment or
loan repayment, and will maintain the policy in force if the amount specified in
the notice is received on a timely basis at the Executive Office. See "Grace
Period."
Can a policy be exchanged for a fixed-benefit life insurance policy?
A policyowner has the right to exchange a ___________ Life policy for a
fixed-benefit whole life insurance policy on the life of the insured that is
issued by GIAC or one of its affiliates, without evidence of insurability,
within 24 months of the Issue Date. See "Fixed-Benefit Insurance During the
First 24 Months."
Can the policy be cancelled after the Issue Date?
A policyowner may cancel a policy by returning the policy and a written
cancellation notice to GIAC's Executive Office or the agent from whom such
policy was purchased by the later of: 10 days after receiving the policy; or 45
days from the date Part 1 of the completed application for the policy was
signed. GIAC will promptly refund all premiums submitted before cancellation.
Longer periods may apply in certain states. A policy that is returned for
cancellation will be void from the beginning. See "Right to Cancel."
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10
<PAGE>
The Park Avenue Life Policy Diagram*
[Flow Chart Depicting Policy Diagram Omitted]
* This diagram excludes the Transfer Charge. This charge is not being
imposed presently. Interest on Policy Debt and repayments of Policy Debt
are also not reflected in the diagram.
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11
<PAGE>
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THE _______________________ POLICY
This section of the prospectus provides an overview of the policy's provisions
exclusive of any riders. Since GIAC is subject to the insurance laws and
regulations of every jurisdiction in which ___________ Life is sold, some of the
policy's terms may vary from jurisdiction to jurisdiction. Specific variations
to a policy will be set forth in the policy issued to the policyowner.
INSUREDS
GIAC will issue a policy with an Initial Face Amount of at least $100,000 to
anyone who resides in a state or jurisdiction where the policy may be offered.
The policy can be issued to insure the life of anyone Age 80 or under. The
insured and the policyowner may be the same person or different individuals.
GIAC requires satisfactory evidence of insurability before it will issue or
reinstate a policy. Owners of certain fixed-benefit life insurance policies
issued by GIAC or its parent, Guardian Life, may be able to purchase ___________
Life (i) without evidence of insurability, by exchanging their present policies
or (ii) without evidence of insurability, or with simplified underwriting, by
exercising applicable riders to their fixed-benefit life insurance policies.
Policyowners of convertible term policies and whole life policies with
convertible term riders who elect to convert to a _______________ Policy may
receive a credit upon conversion in an amount up to one Minimum Annual Premium.
Interested policyowners should consult their legal and tax advisers about the
consequences of exchanging their existing policies for ___________ Life. See
"Deductions and Charges," "Tax Effects," and "Policyowner and Beneficiary."
PREMIUMS
Policy Premiums
The policy will be in force when the Initial Premium is paid, but not before the
Issue Date. The Initial Premium must be at least equal to one quarter of the
Minimum Annual Premium. Once the policy is in force, premiums may be paid at any
time and in any amount during the lifetime of the insured subject to certain
limitations described below. After the Initial Premium, all premiums must be
paid to GIAC's Executive Office. Premiums are not payable at specified intervals
or in specified amounts. Each policy will specify a Planned Premium which is
based on the amount of premium the policyowner wishes to pay on a periodic
basis. Each policy will also specify a Minimum Annual Premium which is used to
calculate the amount of aggregate premium that must be paid as of the most
recent Monthly Date to satisfy the No Lapse Guarantee Premium Test during the
first two policy years. The Planned Premium is not required to be paid as
elected. However, the sum of the Planned Premiums elected by the policyowner for
each of the first two policy years must be equal to or greater than the
aggregate Minimum Annual Premium applicable to such policy years. No premiums
may be paid after the Policy Anniversary nearest the insured's 100th birthday.
GIAC will send notices to the policyowner setting forth the Planned Premium at
the payment interval selected by the policyowner, unless payment is being made
pursuant to a pre-authorized checking plan. However, the policyowner is under no
obligation to make the indicated payment.
GIAC will not accept any premium which is less than $100, unless the premium is
payable pursuant to a pre-authorized checking plan. In that case, GIAC will
accept a payment of at least $25.
The policy also limits the sum of premiums that may be paid at any time in order
to preserve the qualification of the policy as life insurance for federal tax
purposes. These limitations are set forth in the policy. GIAC reserves the right
to refuse or refund any premiums that may cause the policy to fail to qualify as
life insurance under the applicable tax law. GIAC also reserves the right to
refuse any premium that would result in an increase in the death proceeds as a
result of the requirements of Section 7702 of the Internal Revenue Code.
However, such premium may be accepted if satisfactory evidence of insurability
is submitted to GIAC
Allocation of Net Premiums
A Net Premium is the portion of a premium that is available for allocation among
the Variable Investment Options and the Fixed-Rate Option after the deduction of
the Premium Charge described under "Deductions and Charges." See "Crediting
Payments" for information about when Net Premiums and other payments are
credited and allocated under a policy. Upon allocation, each Net Premium becomes
part of the Policy Account Value. See "Deductions and Charges" for information
on how premiums are allocated among the Initial Face Amount and in force Policy
Segments for purposes of determining premium and cost of insurance charges.
EXAMPLE -- Policy Year 1
Male insured, Age 45
Preferred Plus Premium Class - Nonsmoker
Face Amount $250,000
Premium Payment ("PP") .................................... $3,185.00
---------
Premium Charge (8.5% of PP) .............................. 270.73
---------
Net Premium Allocated ..................................... $2,914.27
---------
The policyowner provides his or her initial allocation instructions for Net
Premiums in the policy application. All percentage allocations must be in whole
numbers. The total of all percentage allocations must be 100%. The policyowner
may change the allocation instructions at any time. The new allocation
instructions will be effective for Net Premiums that are allocated after GIAC
receives the changed instructions at its Executive Office. Allocation
instructions can only be changed in writing.
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<PAGE>
The allocation of amounts already held under a policy will not be affected by
changing the allocation instructions for Net Premiums. Policyowners may transfer
Unloaned Policy Account Value among the Variable Investment Options and the
Fixed-Rate Option as described under "Transfers," "Transfers From the Fixed-Rate
Option" and "Dollar Cost Averaging". Currently, the maximum number of options in
which the Policy Account Value may be invested or held at any one time is 7.
GIAC reserves the right to change this number from time to time.
If premiums in excess of $100,000 are received from the policyowner prior to the
later of (i) 45 days from the date Part 1 of the completed application is signed
or (ii) 15 days after the Issue Date, GIAC will allocate any Net Premium in
excess of $100,000 ("Excess Net Premium") to The Guardian Cash Fund. On the
later of (i) or (ii), any Excess Net Premium allocated to The Guardian Cash Fund
pursuant to this provision, and any earnings attributable thereto, will be
re-allocated in accordance with the policyowner's current allocation
instructions. See "Transfers." Any amounts which the policyowner has allocated
to the Fixed-Rate Option or The Guardian Cash Fund will not be counted towards
the $100,000 limit and will be allocated to the Fixed-Rate Option and/or The
Guardian Cash Fund as of the Business Day of receipt.
Crediting Payments
The policyowner may provide specific crediting instructions for each payment he
or she submits. If a payment is received without specific crediting
instructions, GIAC will use the payment:
o to pay any outstanding Policy Debt; and
o then, as a premium payment.
GIAC normally credits and allocates each Net Premium as of the Business Day of
receipt, if it receives the payment before the close of business at its
Executive Office. The one exception to this practice is that GIAC credits and
allocates any Net Premium received prior to the Issue Date on the Issue Date.
GIAC's close of business is 4:00 p.m. New York City time. See "Allocation of Net
Premiums" and "Policy Loans" for information about how payments are allocated
among the Variable Investment Options and the Fixed-Rate Option.
Backdating
Under certain circumstances, GIAC will permit a policy to be backdated, upon
request, but only to a Policy Date not earlier than six months prior to the date
the application is signed. Backdating may be desirable, for example, so that a
policyowner can purchase insurance coverage for a lower premium based on younger
Age at policy issuance. To backdate a policy, on the Issue Date, all Monthly
Deductions for the period from the backdated Policy Date to the Issue Date will
be deducted.
Default
Except for periods when the No Lapse Guarantee Test is satisfied during the
first two policy years, the policy will go into default if the Net Cash
Surrender Value at the beginning of any policy month is not at least equal to
the Monthly Deductions then due. GIAC will allow a 61-day grace period (which
begins on the date of default) in which the policyowner may make a premium
payment sufficient to bring the policy out of default and will mail to the
policyowner a notice of the default and of the required premium payment at least
30 days before the end of the grace period. The required payment will be equal
to the amount necessary to bring the Net Cash Surrender Value to zero, after
taking into account the Monthly Deductions then due, plus (i) during the first
two policy years when the No Lapse Guarantee Test is not satisfied, one quarter
of the Minimum Annual Premium or (ii) after the first two policy years, the
Monthly Deductions due at the date of default and at the beginning of each of
the three policy months thereafter, based on the Policy Account Value at the
date of default. If the required payment is not received by the end of the grace
period, the policy will lapse without value.
The policy will also go into default if a required loan repayment is not made.
If the Policy Debt exceeds the policy's Cash Surrender Value on a Monthly Date,
GIAC will notify the policyowner that a loan repayment is required to continue
the policy in force. The policy will lapse 61 days after the default date set
forth in the notice if GIAC does not receive the required loan repayment. If the
insured dies after a loan repayment notice is mailed but before the 61 days have
expired, GIAC will pay the beneficiary the death proceeds minus the unpaid
Policy Debt. See "Policy Loans" and "Policy Proceeds."
Reinstatement
A lapsed policy that has not been surrendered for cash may be eligible for
reinstatement for up to 3 months after the date of default. A written
application for reinstatement, including satisfactory evidence of insurability
must be received at GIAC's Executive Office and approved by GIAC. It will not be
approved unless the insured is living on the date reinstatement takes effect. In
addition, GIAC requires:
o repayment or reinstatement of any outstanding Policy Debt as of the
date of default with interest at the loan interest rate then in
effect from the date of default to the date of reinstatement; and
o payment of any unpaid Monthly Deductions on the date of default with
interest at an annual rate of 6% from the date of default to the
date of reinstatement; and
o payment of an amount equal to the greater of three 3 Monthly
Deductions or an amount that provides a positive Net Cash Surrender
Value.
A reinstated policy has the same Policy Date, Face Amount and death benefit
option as the policy that lapsed. Surrender charges on the date of reinstatement
will not be
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13
<PAGE>
greater than the surrender charges on the date of default. The No Lapse
Guarantee will not be reinstated.
DEDUCTIONS AND CHARGES
GIAC deducts the amounts detailed below from: premiums; the Policy Account
Value; or the Separate Account. In addition, the mutual funds that are offered
through the Separate Account's investment divisions incur advisory fees and
other expenses that are reflected in the prices of their shares each day. Once
amounts are deducted under a policy, they are unavailable for investment in the
Variable Investment Options and the Fixed-Rate Option. See "Special Provisions
For Group or Sponsored Arrangements."
Deductions From Premiums
Premium Charge
This charge is initially equal to 8.5% of each premium payment. The Premium
Charge percentage will decrease to 6.0% after premium payments equal to 10
Target Premiums have been paid, and decrease to 4.0% after premium payments
equal to 15 Target Premiums have been paid. Since there is a separate Target
Premium associated with the Initial Face Amount and each Policy Segment, the
Premium Charge will be applied separately to premiums applied to the Initial
Face Amount and each Policy Segment in the order in which they were issued. For
the purpose of calculating Premium Charge assessments in any policy year, GIAC
will allocate premium payments to the Initial Face Amount until such payments
equal the Target Premium associated with the Initial Face Amount. GIAC will then
allocate premium payments to each in force Policy Segment in the order in which
they were issued, if any, until the total premium payments equal the sum of all
Target Premiums associated with such segments. Thereafter, GIAC will allocate
premium payments proportionately (based on Target Premium) to the Initial Face
Amount and any in force Policy Segments. An example of how this premium
allocation works follows:
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EXAMPLE
A male 45, Preferred Plus buys a policy for $250,000 on January 1, 1998. Three
years later, on January 1, 2001, as a male, 48, Preferred Plus, he requests an
increase for $100,000. The initial Target Pemium is $3,185, and the Target
Premium for the increase is $1,470. Assume he pays $4,000 per year for 10 years,
and $5,000 per year for the next 10. The following chart shows the allocation of
premiums and calculation of loads.
<TABLE>
<CAPTION>
Premium Allocation
------------------
Initial Face Amount First Face Amount Increase
------------------------------------ ------------------------------------
Cumulative Premium Cumulative Premium
Date Premium Allocation Charge Premium Allocation Charge
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1998 $4,000 $ 4,000 $340 $ 0 $ 0 $ 0
1999 4,000 8,000 340 0 0 0
2000 4,000 12,000 340 0 0 0
2001 3,185 15,185 271 815 815 69
2002 3,185 18,370 271 815 1,630 69
2003 3,185 21,555 271 815 2,445 69
2004 3,185 24,740 271 815 3,260 69
2005 3,185 27,925 271 815 4,075 69
2006 3,185 31,110 271 815 4,890 69
2007 3,185 34,295 210 815 5,705 69
2008 3,421 37,716 205 1,579 7,284 134
2009 3,421 41,137 205 1,579 8,863 134
2010 3,421 44,558 205 1,579 10,442 134
2011 3,421 47,979 201 1,579 12,021 134
2012 3,421 51,400 137 1,579 13,600 134
2013 3,421 54,821 137 1,579 15,179 122
2014 3,421 58,242 137 1,579 16,758 95
2015 3,421 61,663 137 1,579 18,337 95
2016 3,421 65,084 137 1,579 19,916 95
2017 3,421 68,505 137 1,579 21,495 95
</TABLE>
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A portion of this charge is used by GIAC to pay premium taxes that are assessed
against GIAC by the states and jurisdictions where the policy is sold. Premium
taxes vary from jurisdiction to jurisdiction and currently range from 0% to 4%.
A portion of the Premium Charge is also used to pay certain federal income taxes
("DAC Taxes") imposed on GIAC by Section 848 of the Internal Revenue Code or
interpretations thereof. See "GIAC's Taxes."
Since premium taxes and DAC Taxes are incurred by GIAC, no portion of the
Premium Charge that is used to pay these taxes is deductible by policyowners for
federal income tax purposes.
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<PAGE>
A portion of the Premium Charge also compensates GIAC for sales and promotional
expenses that it incurs in connection with selling the policies. Such expenses
may include commissions, advertising, and the cost of preparing and printing
sales literature and prospectuses. See "Deductions From The Separate Account"
and "Transaction Deductions From the Policy Account Value."
Monthly Deductions From the Policy Account Value
As of the Policy Date and on each Monthly Date thereafter, GIAC deducts the
following charges proportionately from the Policy Account Value attributable to
the Variable Investment Options and the Fixed-Rate Option. Monthly Deductions
end on the Policy Anniversary nearest the insured's 100th birthday.
Policy Administration Charge
This is an administration charge deducted on each Monthly Date of $20 plus $0.16
per $1,000 of Face Amount until the first Policy Anniversary, and the first
anniversary of any Face Amount increase, and thereafter, $6 (with no per $1,000
charge) on each Monthly Date for issue ages 16 and above.
At issue ages 15 and below, the administration charge deducted on each Monthly
Date until the first Policy Anniversary of the Initial Face Amount and the first
anniversary of any Policy Segment is $20 plus a per $1,000 charge equal to
$0.1525 at issue age 15 decreasing for each issue age below age 15 by $0.0075
per year and scaling down proportionately to $0.04 per $1,000 of Face Amount at
issue age 0; and thereafter the administration charge deducted on each Monthly
Date is $6 (with no per $1,000 charge).
Initially, this charge compensates GIAC for the cost of underwriting and issuing
a policy. In later policy years, GIAC uses amounts collected through these
charges to defray the ongoing costs of maintaining a policy, such as: preparing
and sending premium billing notices, reports and statements to policyowners;
communications with insurance agents; and other policy-related overhead costs.
Charge For The Cost Of Insurance
This monthly charge is based upon GIAC's current monthly cost of insurance rates
for the insured's Attained Age, sex (unless unisex rates are required by law),
Face Amount, and underwriting class. Any additional rating charges applicable to
the insured because he or she does not satisfy GIAC's underwriting requirements
for standard insurance are added to the cost of insurance rate. The maximum cost
of insurance rate that GIAC may charge per $1,000 of Net Amount at Risk per
policy year is set forth in the policy. The maximum rates are based upon (i) the
Commissioner's 1980 Standard Ordinary Mortality Table, male or female,
aggregate, for attained ages 0-14; (ii) the Commissioner's 1980 Standard
Ordinary Mortality Table, male or female, non-smoker, for attained ages 15-19;
or (iii) the Commissioner's 1980 Standard Ordinary Mortality Table, male or
female, smoker or non-smoker, for attained ages 20 and over.
Cost of insurance rates are currently lower than GIAC's current monthly cost of
insurance rates for policies with a current Face Amount of at least $500,000 and
(i) where the Initial Face Amount was equal to or greater than $500,000, or (ii)
where there has been a Face Amount increase of at least $500,000. If the policy
is eligible for the lower rates, they will apply to the Initial Face Amount and
all Policy Segments.
Cost of insurance charges enable GIAC to pay death benefits, particularly in
early policy years when the death benefit will be significantly larger than the
Policy Account Value. GIAC calculates the cost of insurance charge by
multiplying the Net Amount at Risk applicable to the Initial Face Amount and
each in force Policy Segment on a Monthly Date by the cost of insurance rate
applicable to the Initial Face Amount or a Policy Segment, respectively, and in
effect on that Monthly Date, and dividing the result by 1,000. GIAC determines
the Net Amount at Risk on a Monthly Date after it has processed the other
Monthly Deductions, excluding cost of insurance, for such date. Policy Account
Value is allocated first to the Initial Face Amount and then to each Policy
Segment in the order that it was acquired. The maximum amount of Policy Account
Value allocated to any one Policy Segment or the Initial Face Amount is the
amount of death benefit provided by the applicable segment divided by 1.0032737.
For purposes of determining the Net Amount at Risk, any increase in death
benefit required by Internal Revenue Code Section 7702 is allocated to the
Initial Face Amount.
GIAC's current monthly cost of insurance rates are lower than the guaranteed
maximum rates set forth in the policy. Generally, cost of insurance rates
increase with advancing age.
GIAC may use its discretion to change its current cost of insurance rates,
subject to the guaranteed maximum rates. GIAC will not change its current cost
of insurance rates if the insured's health deteriorates. Rather, GIAC will only
change its rates for all insureds of the same underwriting class, Attained Age
and sex because it expects: increased mortality among such insureds; higher
expenses or federal income taxes; declining persistency for ___________ Life
policies; lower investment earnings; changes in the federal income tax burden
imposed on GIAC by Section 848 of the Internal Revenue Code; or changes in
premium taxes paid by GIAC. Any changes in the cost of insurance rates that GIAC
chooses to implement will only be effective prospectively and will apply to all
affected ___________ Life policies in the same manner.
The dollar amount of the cost of insurance charge deducted from a policy varies
from month to month with changes in the Net Amount at Risk. Generally, reducing
the Net Amount at Risk results in lower cost of insurance charges. Under an
Option 1 policy where the death benefit is the Face Amount, paying premiums can
reduce the Net Amount at Risk by increasing the Policy Account
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15
<PAGE>
Value. Under an Option 2 policy, where the death benefit can increase over the
Face Amount, paying premiums will not affect the Net Amount at Risk.
The Net Amount at Risk increases, for example, when the death benefit for any
policy increases to satisfy Internal Revenue Code requirements, as discussed
under "Death Benefit Options." Increasing the Net Amount at Risk results in
higher cost of insurance charge deductions.
Different cost of insurance rates may apply to each Policy Segment; therefore,
the Net Amount at Risk will be calculated separately for each level of
insurance.
Transaction Deductions from the Policy Account Value
GIAC makes transaction deductions only when certain events occur at the
policyowner's direction. Except as explained below, GIAC makes transaction
deductions proportionately from the Policy Account Value attributable to the
Variable Investment Options until exhausted, and then from the Fixed-Rate
Option.
Surrender Charge
During the first 15 policy years of the Initial Face Amount and each Policy
Segment, GIAC assesses a surrender charge when the policy lapses or is
surrendered, if the Face Amount is reduced by request or through a partial
withdrawal, or the policy is in default. GIAC will not deduct a surrender charge
for a Face Amount decrease that results from a change in Death Benefit Option.
In addition, reductions in or elimination of term rider coverage do not trigger
the imposition of a surrender charge. See "Reducing the Face Amount" and
"Partial Withdrawals." The amount of the surrender charge depends upon the
policy year in which the event occurs.
The surrender charge is expressed as a flat charge per $1,000 of Face Amount for
the first year, and that charge will vary from $4.50 to $54.95 per $1,000 of
coverage based upon the issue age, sex and underwriting class of the insured.
The applicable charge will be set forth in the policy. At the time a new Policy
Segment is created, a new surrender charge is calculated based on the coverage
provided by the Policy Segment and the insured's then Attained Age. Therefore, a
different charge may be in effect for the Initial Face Amount and each Policy
Segment. The surrender charge applicable to a portion of Face Amount will
decrease proportionally on an annual basis over 15 policy years so that the
surrender charge beginning in year 16 of the Initial Face Amount and each Policy
Segment is $0. The charge per $1000 for a particular issue age, sex (including
unisex) and underwriting class is set forth in Appendix F. Total surrender
charges under this policy will equal the sum of the surrender charges for the
Initial Face Amount and each Policy Segment.
After imposition of the surrender charge, a policy's Net Cash Surrender Value
may be zero, particularly in the early policy years.
The surrender charge is intended to compensate GIAC for certain administrative
and sales related expenses.
EXAMPLE (Policy with Initial Face Amount only)
The example below shows how the surrender charge declines over a fifteen year
period so that in year 16 it equals $0.
Male Insured, Age 45
Preferred Plus Underwriting Class - Nonsmoker
Face Amount $250,000
Surrender Charge per $1,000 of Face Amount in policy year one (from Appendix F):
$22.49
Surrender charge in policy year one is the surrender charge per $1,000 x
$250,000, divided by 1,000 or ($22.49 x $250,000) divided by 1,000 = $5,622.50.
Proportional reduction in surrender charge over 15 year period: $22.49 divided
by 15 or $1.499333 per year ($1.499333 is rounded to $1.50)
Per $1,000 Surrender
Charge Rate x
Surrender Charge Face Amount
per $1,000 (Actual Surrender
Policy Year of Face Amount Charge)
- ------------------------------------------------------------
1 $22.49 $5,622.50
2 20.99 5,247.50
3 19.49 4,872.50
4 17.99 4,497.50
5 16.49 4,122.50
6 14.99 3,747.50
7 13.49 3,372.50
8 11.99 2,997.50
9 10.50 2,625.00
10 9.00 2,250.00
11 7.50 1,875.00
12 6.00 1,500.00
13 4.50 1,125.00
14 3.00 750.00
15 1.50 375.00
16 0 0
EXAMPLE (Policy with Initial Face Amount and Face Amount Increases)
Assume in the above example the insured effects a Face Amount increase of
$200,000 at the beginning of policy year 6 (Attained Age 50) and another Face
Amount increase of $100,000 at the beginning of policy year 8 (Attained Age 52).
At the time of the first increase, the insured is again classified Preferred
Plus, but at the time of the second increase he is classified as Preferred.
For purposes of calculating the applicable surrender charges, each Face Amount
increase is treated separately based on the insured's Attained Age and
underwriting class at the time of the increase. Therefore, for each increase the
policy will incur a new set of surrender charges.
- --------------------------------------------------------------------------------
16
<PAGE>
Surrender charges are calculated as if the policyowner has purchased a policy
with the amount of the increase being the Face Amount; in other words, they are
calculated just as in the foregoing example. The total surrender charge for a
particular policy year equals the sum of the surrender charge for the Initial
Face Amount and the applicable surrender charge for each Policy Segment.
The following is a calculation of the surrender charge for this example. Note
that the surrender charges are shown for policy years 1 through 30 only as,
after the 30th policy year, surrender charges equal zero for the Initial Face
Amount as well as for the two Face Amount increases.
<TABLE>
<CAPTION>
Age at 1st Yr Annual
Beginning Beginning Policy Surrender Charge Surrender Charge
of Year of Year Face Rate/$1,000 Decrease
----------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Initial Face Amount 1 45 250,000 22.49 1.4993333
1st Increase 6 50 200,000 23.66 1.5773333
2nd Increase 8 52 100,000 29.63 1.9753333
</TABLE>
<TABLE>
<CAPTION>
Surrender Charge Per $1,000 Surrender Charge Rates
Per $1,000 of Face Amount x Face Amount (Actual Surrender Charge)
-------------------------- ----------------------------------------
Total
Policy
Policy Initial First Second Initial First Second Surrender
Year Coverage Increase Increase Coverage Increase Increase Charge
- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $22.49 N/A N/A $5,622.50 N/A N/A $ 5,622.50
2 20.99 N/A N/A 5,247.50 N/A N/A 5,247.50
3 19.49 N/A N/A 4,872.50 N/A N/A 4,872.50
4 17.99 N/A N/A 4,497.50 N/A N/A 4,497.50
5 16.49 N/A N/A 4,122.50 N/A N/A 4,122.50
6 14.99 $23.66 N/A 3,747.50 $4,732.00 N/A 8,479.50
7 13.49 22.08 N/A 3,372.50 4,416.00 N/A 7,788.50
8 11.99 20.51 $29.63 2,997.50 4,102.00 $2,963.00 10,062.50
9 10.50 18.93 27.65 2,625.00 3,786.00 2,765.00 9,176.00
10 9.00 17.35 25.68 2,250.00 3,470.00 2,568.00 8,288.00
11 7.50 15.77 23.70 1,875.00 3,154.00 2,370.00 7,399.00
12 6.00 14.20 21.73 1,500.00 2,840.00 2,173.00 6,513.00
13 4.50 12.62 19.75 1,125.00 2,524.00 1,975.00 5,624.00
14 3.00 11.04 17.78 750.00 2,208.00 1,778.00 4,736.00
15 1.50 9.46 15.80 375.00 1,892.00 1,580.00 3,847.00
16 0.00 7.89 13.83 0.00 1,578.00 1,383.00 2,961.00
17 0.00 6.31 11.85 0.00 1,262.00 1,185.00 2,447.00
18 0.00 4.73 9.88 0.00 946.00 988.00 1,934.00
19 0.00 3.15 7.90 0.00 630.00 790.00 1,420.00
20 0.00 1.58 5.93 0.00 316.00 593.00 909.00
21 0.00 0.00 3.95 0.00 0.00 395.00 395.00
22 0.00 0.00 1.98 0.00 0.00 198.00 198.00
23 0.00 0.00 0.00 0.00 0.00 0.00 0.00
24 0.00 0.00 0.00 0.00 0.00 0.00 0.00
25 0.00 0.00 0.00 0.00 0.00 0.00 0.00
26 0.00 0.00 0.00 0.00 0.00 0.00 0.00
27 0.00 0.00 0.00 0.00 0.00 0.00 0.00
28 0.00 0.00 0.00 0.00 0.00 0.00 0.00
29 0.00 0.00 0.00 0.00 0.00 0.00 0.00
30 0.00 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
GIAC pro-rates the surrender charges in connection with a reduction in Face
Amount (including a reduction resulting from a partial withdrawal), by Policy
Segment, by multiplying the surrender charge determined as described above by
the following fraction to reduce the payable charges:
the amount of the reduction
-----------------------------------------
the Face Amount just before the reduction
The adjusted surrender charge is paid by deductions from the Unloaned Policy
Account Value.
- --------------------------------------------------------------------------------
17
<PAGE>
Transfer Charge
Presently, GIAC does not impose a charge on transfers among the Variable
Investment Options and the Fixed-Rate Option. However, GIAC reserves the right
to charge $25 for each transfer after the twelfth transfer in a policy year.
GIAC will deduct the transfer charge from the option(s) from which amounts are
transferred and use the proceeds to pay its processing costs. If a charge is
instituted, transfers under the Dollar Cost Averaging program will not count
against the twelve free transfers per policy year.
GIAC will not assess the transfer charge against the transfer from The Guardian
Cash Fund of Excess Net Premium and related earnings. See "Allocation of Net
Premiums." GIAC will also not assess the transfer charge against transfers
effected under the policy's Dollar Cost Averaging feature, or in connection with
taking or repaying policy loans. In addition, no transfer charge will apply to
transfers effected when a policyowner transfers out of a Variable Investment
Option because fundamental investment policies of its corresponding mutual fund
have been materially changed. See "Transfers," "Dollar Cost Averaging Transfer
Option," "Policy Loans," and "Rights Reserved by GIAC."
Deductions From the Separate Account
Mortality And Expense Risk Charge
GIAC charges the Separate Account for the mortality and expense risks it assumes
under the policies. The charge is made daily at a current annual rate of 0.90%
of the Separate Account's average daily net assets. This charge will be reduced
to 0.60% of the Separate Account's average daily net assets after the twentieth
Policy Anniversary. The mortality and expense risk charge is not assessed
against Policy Account Values deposited in the Fixed-Rate Option. The mortality
and expense risk charge will continue to be deducted after the Policy
Anniversary nearest the insured's 100th birthday.
The mortality risk that GIAC assumes is that insureds may live for shorter
periods of time than GIAC estimated when setting its cost of insurance rates for
___________ Life. The expense risk that GIAC assumes is that GIAC's expenses for
issuing and administering policies may be higher than GIAC estimated when
setting the administrative charges for ___________ Life.
Income Tax Charge
GIAC currently makes no specific charge for federal, state or local income taxes
attributable to the Separate Account or the policies. However, GIAC reserves the
right to impose additional charges if the income tax treatment of variable life
insurance changes for insurance companies, or if there is a change in GIAC's tax
status, or if GIAC becomes subject to any other tax-related economic burdens
that are attributable to the Separate Account or the policies. See "Tax
Effects."
Deductions From the Mutual Funds
Advisory Fees And Operational Expenses
Charges for investment advisory fees and operational expenses are deducted daily
from the assets of the mutual funds offered through the Separate Account. As a
result, policyowners bear these fees and expenses indirectly. Investment
advisory fees compensate the investment advisers of the mutual funds for the
services and facilities they provide to the funds. The following chart shows
each fund's expenses for the year ended December 31, 1996, expressed as a
percentage of average daily net assets.
ADVISORY OPERATIONAL TOTAL
FUND NAME FEE EXPENSES EXPENSES
- ---------------------------------------------------------
Guardian
Stock Fund 0.50% 0.04% 0.53%
Guardian
Small Cap
Stock Fund 0.75% 0.55%* 1.30%
Guardian
Bond Fund 0.50% 0.05% 0.54%
Guardian
Cash Fund 0.50% 0.04% 0.54%
Baillie Gifford
International
Fund 0.80% 0.19% 0.98%
Value Line
Strategic Asset
Mgt. Trust 0.50% 0.10% 0.58%
Value Line
Centurion Fund 0.50% 0.11% 0.60%
MFS Growth
With Income
Series 0.75% 0.25%* 1.00%
*See explanation below.
Expenses that relate to the investment operations of the funds vary from year to
year. These percentages reflect the actual fees and expenses incurred by each
fund during the year ended December 31, 1996, except that the percentages for
The Guardian Small Cap Stock Fund are estimated, since the fund did not commence
operations until 1997. The percentages for MFS Growth With Income Series reflect
the agreement by the series' Adviser to bear expenses for the series, subject to
reimbursement by the series, such that the series' operational expenses shall
not exceed 0.25% of the average daily net assets of the series for the fiscal
year ended December 31, 1996. The agreement is also in effect for the current
fiscal year. (In the absence of this agreement, operational expenses and total
expenses for the series for the year ended December 31, 1996 would be 1.32% and
2.07%, respectively.) The operational expenses for Value Line Strategic Asset
Management Trust and Value Line Centurion Fund reflect the effects of expense
reimbursements paid by those funds to GIAC for certain administrative and
shareholder
- --------------------------------------------------------------------------------
18
<PAGE>
servicing expenses incurred by GIAC on their behalf. For the year ended December
31, 1996, GIAC was reimbursed $601,135 by Value Line Strategic Asset Management
Trust, and $406,412 by Value Line Centurion Fund. GIAC has also entered into an
agreement pursuant to which it will be reimbursed for certain administrative
costs and expenses it incurs as a result of offering the MFS Growth With Income
Series to its policyowners.
POLICY VALUES AND BENEFITS
No Lapse Guarantee
The policyowner will be entitled to the benefit of the No Lapse Guarantee. The
No Lapse Guarantee provides that during the first two policy years, if the No
Lapse Guarantee Premium Test is satisfied, the policy will not lapse, even if
the policy's Net Cash Surrender Value is insufficient to meet the Monthly
Deductions due at the beginning of a policy month.
The No Lapse Guarantee Premium Test is satisfied if, as of the most recent
Monthly Date, the sum of all premiums paid through such Monthly Date less any
Policy Debt and less the sum of any partial withdrawals and applicable surrender
charges is equal to or greater than the product of the policy's Minimum Annual
Premium multiplied by the ratio of (1) to (2) where: (1) is the number of days
measured from the Policy Date to the Monthly Date; and (2) is 365.
If the Face Amount is increased or decreased on or after the first Policy
Anniversary, the policy will not lapse if the sum of all premiums paid as of the
most recent Monthly Date less any Policy Debt and less the sum of all partial
withdrawals and related surrender charges is equal to or greater than the
product of the policy's Minimum Annual Premium, plus the new Minimum Annual
Premium after giving effect to the increase or decrease, multiplied by the ratio
of (1) to (2) where: (1) is the number of days measured from the date of the
Face Amount increase or decrease to the Monthly Date; and (2) is 365.
The No Lapse Guarantee will terminate if the No Lapse Guarantee Premium Test is
not satisfied and a required premium (specified in a notice of default) is not
received by GIAC by the end of the grace period. The No Lapse Guarantee cannot
be reinstated after the No Lapse Guarantee Test is not met.
Death Benefit Options
___________ Life provides two death benefit options. A policyowner must choose
an option on the policy application. Regardless of which death benefit option is
chosen by the policyowner, after the Policy Anniversary nearest to the insured's
100th birthday, the death benefit is equal to the Policy Account Value on the
date of death.
The death benefit provided under Option 1 is the greater of:
o the Face Amount in effect on the date of the insured's death; or
o the minimum death benefit then required under Section 7702 of the
Internal Revenue Code on the Monthly Date preceding the insured's
date of death.
The death benefit provided under Option 2 is the greater of:
o the Face Amount on the date of the insured's death plus the Policy
Account Value as of the Monthly Date preceding the insured's date of
death; or
o the minimum death benefit then required under Section 7702 of the
Internal Revenue Code on the Monthly Date preceding the insured's
date of death.
Any partial withdrawals taken between the Monthly Date preceding the date of
death and the insured's date of death will reduce the death benefit under Option
1 or Option 2 by the amount of the partial withdrawal and any applicable
surrender charge.
Under an Option 1 policy, when favorable investment performance and the making
of on-going premium payments in excess of the Minimum Annual Premium increase
the Policy Account Value, the Net Amount at Risk under the policy will decrease.
When the Net Amount at Risk is reduced, the dollar amount of the cost of
insurance charges deducted on each Monthly Date may also decline. See "Monthly
Deductions From the Policy Account Value."
Under an Option 2 policy, favorable investment performance and the making of
on-going premium payments in excess of the Minimum Annual Premium increase the
Policy Account Value and increase the death benefit. But until such time as the
death benefit is increased to comply with Section 7702, because the death
benefit has increased by the value of the Policy Account Value, the Net Amount
at Risk will not change. Unfavorable investment performance can reduce an Option
2 policy's death benefit, but the benefit will never be lower than the Face
Amount plus Policy Account Value.
Prospective policyowners should select the death benefit option that best meets
their needs and objectives. Those who prefer to have the opportunity to increase
their insurance coverage over the Face Amount should choose Option 2. Those who
prefer to have insurance coverage that generally does not vary with investment
experience and lower monthly cost of insurance charges should choose Option 1.
To qualify as life insurance under the Internal Revenue Code, the amount of
death benefit provided under Option 1 or Option 2 must equal at least the
minimum death benefit required under Section 7702. The minimum death benefit
required under Section 7702 is determined, at the election of the policyowner in
the application, by either the Cash Value Accumulation Test ("Cash Value Test")
or the Guideline Premium and Cash Value Corridor Test ("Guideline Premium
Test"). This test, once elected, cannot be changed.
- --------------------------------------------------------------------------------
19
<PAGE>
In choosing between the Cash Value Test and the Guideline Premium Test, the
policyowner should note that the Cash Value Test will allow a policyowner to
make more premium payments than the Guideline Premium Test will permit. Also,
the Cash Value Test increases the death benefit earlier than the Guideline
Premium Test. On the other hand the Guideline Premium Test allows later death
benefit increases than the Cash Value Test and, consequently, it develops larger
Policy Account Values.
To satisfy the Cash Value Test, the Policy Account Value must not at any time
exceed the net single premium which would be necessary to fund future benefits
under the policy. Essentially, this means the death benefit must be at least
equal to the Policy Account Value divided by the net single premium. The table
of net single premiums appears in the policy.
The Guideline Premium Test consists of two tests -- the Guideline Premium Test
and the Cash Value Corridor Test. To satisfy the Guideline Premium Test,
cumulative premiums paid are subject to certain maximums. The sum of premiums
paid less partial withdrawals must not be greater than the larger of (a) the
Guideline Single Premium ("GSP") as of the date of determination; or (b) the sum
of the Guideline Annual Premiums ("GLP") to the date of determination. For
purposes of the Guideline Premium Test the GSP is the premium necessary to fund
future benefits under the policy, determined at the time the policy is issued
using the mortality charges specified in the policy, other current charges
specified in the policy and a 6% annual effective interest rate. The GLP is the
level annual premium payable over a period not ending before the insured becomes
age 95, composed using the same factors as the GSP but with a 4% annual
effective interest rate. Annual premiums paid may exceed the Guideline Premium
Test if such premiums are required to keep the policy in force.
To satisfy the Cash Value Corridor Test, the death benefit payable under the
policy at any time must at least equal the applicable percentage of the Policy
Account Value as follows:
Attained Percentage
Age (decreasing uniformly)
-------- -----------------------
0 - 40 250%
40 - 45 250% - 215%
45 - 50 215% - 185%
50 - 55 185% - 150%
55 - 60 150% - 130%
60 - 65 130% - 120%
65 - 70 120% - 115%
70 - 75 115% - 105%
75 - 90 105%
90 - 95 105% - 100%
95+ 100%
The minimum death benefit required on any Monthly Date is:
(1) for the Cash Value Test, 1,000 times the Policy Account Value on the
Monthly Date divided by the net single premium per $1,000 for the
insured's Attained Age, sex (unless unisex rates are required by law) and
underwriting class. The net single premium is adjusted to the Monthly Date
preceding the date of death. A table of net single premiums is set forth
in the policy.
(2) for the Guideline Premium Test, the Policy Account Value on the Monthly
Date preceding the insured's date of death multiplied by the factor shown
in the Table of Death Benefit Factors in the policy.
Changing The Death Benefit Option
If a policyowner's personal circumstances change, at any time on or after the
first Policy Anniversary he or she may change the then effective death benefit
option if the insured is alive. Proper written notice must be received at the
Executive Office of GIAC. A change in the death benefit option will be effective
on the Business Day that GIAC approves the change.
A change in death benefit option will result in a change in the policy's Face
Amount by an amount that results in the amount of death benefit remaining
exactly the same immediately after the change. GIAC will not approve a request
to change the option if Monthly Deductions are then being waived under a waiver
of monthly deductions rider. Evidence of insurability that is satisfactory to
GIAC must be submitted with any request to change from Option 1 to Option 2. The
Face Amount will decrease by the amount of the Policy Account Value on the date
the change takes effect. The Face Amount will increase by the amount of the
Policy Account Value if the change is from Option 2 to Option 1. GIAC will not
deduct a surrender charge or impose new surrender charges in connection with
changes in death benefit option.
Death proceeds are payable to the beneficiary(ies) upon GIAC's receipt of due
proof that the insured died while the policy was in force. GIAC may delay
payment of the death proceeds if it contests a policy. See "Policy Proceeds" and
"Incontestability."
Policy Values
The Policy Account Value is the sum of the values attributable to the Variable
Investment Options, the Fixed-Rate Option and the Loan Collateral Account. While
a policy is in force, such values are comprised of:
o the Net Premiums credited under a policy; plus or minus
o the cumulative effects of the net investment experience of amounts
held in the Variable Investment Options; plus
- --------------------------------------------------------------------------------
20
<PAGE>
o any interest paid on amounts in the Fixed-Rate Option or on amounts
transferred to and held in the Loan Collateral Account; minus
o cumulative Monthly Deductions; minus
o any previously effected partial withdrawals; minus
o the surrender charges assessed upon previously effected partial
withdrawals; minus
o the surrender charges assessed upon any Face Amount decreases; minus
o any transfer charges that may have been assessed.
A ___________ Life policy's Cash Surrender Value is the Policy Account Value
minus the policy's surrender charges. Surrender charges will apply for the first
15 Policy Years of the Initial Face Amount and of each Policy Segment.
The Net Cash Surrender Value is the amount that may be obtained upon surrender
of a policy. The Net Cash Surrender Value is calculated by subtracting any
Policy Debt from the Cash Surrender Value.
Values held in the Variable Investment Options may increase or decrease daily
depending on the net investment experience of such options. The combination of
partial withdrawals, policy loans, unfavorable investment performance and
ongoing Monthly Deductions can cause a policy's Net Cash Surrender Value to drop
below zero (i.e., become negative). Even if this occurs, the policy will not
lapse during the first two policy years if the No Lapse Guarantee is in effect
and the No Lapse Guarantee Premium Test is satisfied. See "No Lapse Guarantee."
Certain rider benefits available under a policy may also prevent lapse. See
Appendix E.
Amounts In the Separate Account
Amounts allocated, transferred or added to a Variable Investment Option are used
to purchase units of the applicable Separate Account investment division. Units
are redeemed and cancelled when amounts are withdrawn or transferred as a result
of policyowner transactions, or when GIAC effects Monthly Deductions, Dollar
Cost Averaging transfers or policy loans. The number of units purchased or
redeemed in an investment division is calculated by dividing the dollar amount
of the transaction by the division's unit value for the Business Day of the
transaction. Each Separate Account Investment Division has two different unit
values. One Unit value applies during the first 20 policy years when the
policy's mortality and expense risk charge is .90%; the other unit value applies
after the 20th Policy Anniversary, when the mortality and expense risk charge is
reduced to .60%.
To effect this reduction in the mortality and expense risks charge from .90% to
.60% per annum, on the 20th Policy Anniversary GIAC will do the following for
each Variable Investment Option to which Policy Account Value is allocated: (1)
redeem all units for which the .90% charge applies and (2) purchase new units
that use a .60% charge with the proceeds. On any given day, a policyowner's
value in an investment division is the division's current applicable unit value
multiplied by the number of units credited to the policy for that division.
Unit values change daily, reflecting investment results and daily deductions of
the charge for mortality and expense risks. GIAC determines unit values for the
investment divisions of the Separate Account as of the end of each day.
Policyowners bear the entire investment risk with respect to amounts held in the
Separate Account.
Net Investment Factor
GIAC calculates two unit values for each investment division. One applies for
the first 20 policy years and the other applies thereafter. Each unit value is
determined by multiplying the division's immediately preceding applicable unit
value by the applicable net investment factor for the subject day.
On any Business Day, the net investment factor for a Variable Investment Option
is determined by dividing the sum of (a) and (b) by (c), and subtracting (d)
from the result, where:
(a) is the net asset value per share of the Variable Investment Option's
corresponding mutual fund at the close of the current Business Day;
(b) is the per share amount of any dividends or capital gains
distributed by the mutual fund on the current Business Day;
(c) is the net asset value per share of such mutual fund at the close of
the Business Day immediately preceding the current Business Day;
(d) is the sum of the daily charges GIAC deducts from the Variable
Investment Options for:
- the mortality and expense risks assumed by GIAC. The daily
deduction for mortality and expense risks will be (i)
.00002477 or the equivalent of a charge equal to .90% annually
until the 20th Policy Anniversary and (ii) .00001649, or the
equivalent of a charge equal to .60% annually thereafter; and
- any federal, state or local taxes.
On any day that is not a Business Day, the net investment factor for a Variable
Investment Option is determined by subtracting the sum of the daily charges in
(d) from 1.0.
The accompanying prospectuses for the funds describe the procedures used by the
funds to calculate their respective net asset values per share. Currently, there
is no daily deduction from the Separate Account for income taxes. See
"Deductions From the Separate Account."
- --------------------------------------------------------------------------------
21
<PAGE>
OTHER POLICY FEATURES
Policy Loans
While the insured is alive, a policyowner may borrow all or part of a policy's
"loan value," by assigning the policy to GIAC as security for the loan. A
policy's loan value is 90% of the Cash Surrender Value on the date that GIAC
receives a proper written loan request (which includes an assignment of the
policy) at its Executive Office, minus any then outstanding Policy Debt. The sum
of any outstanding loan amounts plus accrued loan interest (including accrued
interest on unpaid policy loan interest) is the Policy Debt. Policy loan
proceeds will ordinarily be paid to the policyowner within seven days of the
Business Day that GIAC received the loan request. For exceptions to this general
rule, see "Policy Proceeds." The minimum loan amount is $500 or, if less, the
Net Cash Surrender Value.
When a policyowner takes a loan, GIAC transfers the amount of the loan from the
Variable Investment Options and the Fixed-Rate Option into a Loan Collateral
Account within GIAC's general account. GIAC will first transfer amounts held in
the Variable Investment Options in proportion to the Policy Account Value held
in such options as of the date it received the loan request. If the requested
loan exceeds the Policy Account Value held in the Variable Investment Options,
GIAC will transfer the excess amount from any Policy Account Value then held in
the Fixed-Rate Option.
GIAC charges the policyowner interest on all outstanding loans at an annual rate
of 8% payable in arrears, until the later of the twentieth Policy Anniversary or
the insured's Attained Age 65, at which time the annual rate decreases to 5%,
payable in arrears, for all existing and new loans. Interest accrues daily and
is due on Policy Anniversaries. If loan interest is not paid when due, GIAC
automatically increases the outstanding loan by transferring amounts from the
Variable Investment Options and the Fixed-Rate Option to the Loan Collateral
Account, in the manner and order described above, so that the Loan Collateral
Account will be equal to the Policy Debt as of the Policy Anniversary that loan
interest was not paid. Amounts in the Loan Collateral Account earn interest from
the date of transfer at a rate equal to the difference between the loan interest
rate then in effect and the Loan Spread then in effect. The "Loan Spread" will
not exceed 2%.
Amounts transferred to the Loan Collateral Account in connection with policy
loans no longer share in the investment experience of (for Variable Investment
Options) or interest paid by (for the Fixed-Rate Option) the options from which
they were transferred. Accordingly, a policy loan will have a permanent effect
on Policy Account Value and the benefits provided under a policy, even if the
loan is repaid. The effect could be favorable or unfavorable, depending on the
investment experience of the Variable Investment Options or the rate of interest
credited under the Fixed-Rate Option while the loan is outstanding. In addition,
the amounts available for withdrawal or surrender and the death proceeds payable
under the policy are reduced dollar-for-dollar by the amount of any outstanding
Policy Debt.
The policyowner may repay all or part of the Policy Debt at any time while the
insured is alive and while the policy is in force. Loan repayments are credited
as of the Business Day on which it is received at GIAC's Executive Office. The
minimum loan repayment amount is the lesser of $100, or the total outstanding
Policy Debt. See "Crediting Payments." If the death proceeds have not already
been paid in cash or applied under a payment option, outstanding Policy Debt may
also be repaid within 60 days after the insured's death. The proceeds payable to
the beneficiary will then be increased by the amount of the repayment.
When GIAC credits and allocates a loan repayment, it first determines the ratio
that the amount of the repayment bears to the outstanding Policy Debt on that
date. It then applies this ratio to the Policy Debt, accrued loan interest and
the Loan Collateral Account interest and transfers from the Loan Collateral
Account the amount of the repayment, minus the resulting proportional amount of
accrued loan interest, plus the resulting proportional amount of accrued Loan
Collateral Account interest, as follows:
o first, into the Fixed-Rate Option to repay all loans provided by
Policy Account Value that had been attributable to the Fixed-Rate
Option; and
o then, into the Variable Investment Options and Fixed-Rate Option in
accordance with the Net Premium allocation instructions then in
effect.
No transfer in or out of the Loan Collateral Account in connection with policy
loans will be subject to transfer charges. Loan repayment amounts that are
allocated to the Fixed-Rate Option will be credited with the Fixed-Rate Option
interest rate then in effect until the next Policy Anniversary.
If Policy Debt is outstanding, it may be more advantageous to repay the debt
than to make a premium payment. Unlike premiums, loan repayments are not subject
to the Premium Charge. See "Deductions From Premiums" and "Crediting Payments."
If the Policy Debt exceeds a policy's Cash Surrender Value on a Monthly Date,
GIAC will notify the policyowner that a loan repayment is required to continue
the policy in force. The policy will lapse without value 61 days after the
default date set forth in the notice if GIAC does not receive the required loan
repayment specified in the notice, which will be the sum of
o the amount by which the Policy Debt exceeded the Cash Surrender
Value as of the Monthly Date that GIAC identified the shortfall,
plus
o 10% of the Cash Surrender Value on that Monthly Date.
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If the insured dies after a loan repayment notice is mailed but before the 61
days have expired, GIAC will pay the beneficiary the death proceeds minus the
unpaid Policy Debt. See "Default" and "Policy Proceeds."
There may be adverse tax consequences if a policy lapses with Policy Debt
outstanding.
If a policy is treated as a modified endowment contract under the Internal
Revenue Code, there may be tax consequences associated with taking a policy
loan. See "Tax Effects" for a discussion of the circumstances under which a
policy may be treated as a modified endowment contract and the corollary effects
on policy loans.
Decreasing the Face Amount
At any time on or after the first Policy Anniversary, a policyowner may request
a decrease in the Face Amount of his or her policy. GIAC will process a Face
Amount decrease upon receipt of a proper written request at its Executive
Office. GIAC additionally requires:
o that the insured be living on the date that GIAC receives the
request;
o that the decrease be for at least $5,000, unless it is caused by a
partial withdrawal (in which case, the partial withdrawal rules
apply);
o that the resulting Face Amount will not be lower than $100,000; and
o that Monthly Deductions are not currently being waived under a
waiver of monthly deduction rider.
The decrease will take effect on the Monthly Date coinciding with or next
following the date that GIAC approves the change. GIAC will deduct a surrender
charge from the Policy Account Value in the manner described under "Transaction
Deductions From the Policy Account Value" if the Face Amount is reduced during
the first 15 policy years or the first 15 years of each increase. The amount of
the surrender charge for this transaction will equal the sum of surrender
charges associated with the Initial Face Amount and any Policy Segment being
decreased. A partial withdrawal from an Option 1 policy will typically result in
an immediate Face Amount reduction. A partial withdrawal from an Option 2 policy
will not reduce the Face Amount; however, the Option 2 death benefit will
decline with each partial withdrawal. See "Death Benefit Options" and "Partial
Withdrawals."
When the Face Amount of a policy is based on one or more increases subsequent to
issuance of the policy, a requested decrease in Face Amount will be applied
against the portion of the Face Amount provided by the most recent in force
Policy Segment, then against the next most recent in force Policy Segments
successively and finally against the Initial Face Amount. Reducing the Face
Amount could cause a policy to be treated as a modified endowment contract under
the Internal Revenue Code. See "Tax Effects."
If the Face Amount is decreased, GIAC will monitor premium payments for
compliance with the requirements of Section 7702.
The Minimum Annual Premium, Policy Account Value, Monthly Deductions, surrender
charge, Target Premiums, and any benefits provided under additional benefit
riders that relate to the policy's Face Amount will generally decrease when a
Face Amount reduction takes effect.
Upon a Face Amount increase, GIAC will send the owner revised policy pages
reflecting the resulting changes.
A policyowner may also reduce or cancel coverage under the level target death
benefit term rider separately from the Face Amount of a policy. Likewise, the
Face Amount of a Policy may be decreased without reducing the coverage of the
term rider. Because no surrender charge is imposed in connection with a
reduction of coverage under a term rider, such a reduction may be less expensive
than a decrease in Face Amount of a policy if a surrender charge would apply. On
the other hand, by continuing coverage under the policy, the policyowner may
incur cost of insurance charges that are higher than charges for the same amount
of coverage under the term rider. A policyowner should consult his or her sales
representative when deciding whether to reduce the Face Amount of the policy or
any applicable term coverage. The level target death benefit term rider is
discussed briefly in Appendix E.
Increasing the Face Amount
On the first Policy Anniversary or any Policy Anniversary thereafter until the
Policy Anniversary nearest the date of the insured's 70th birthday, a
policyowner may request an increase in the Face Amount of his or her policy. The
request must be in writing and received at GIAC's Executive Office at least 30
days prior to a Policy Anniversary. To process a requested increase in Face
Amount, GIAC requires:
o that the increase be for at least $10,000;
o that the insured provide evidence of insurability satisfactory to
GIAC; and
o that Monthly Deductions are not currently being waived under a
waiver of monthly deduction riders.
If GIAC approves the increase, it will take effect on the Policy Anniversary
following GIAC's receipt of the request, provided the insured is alive on that
date. The increase will be issued as a separate Policy Segment. Each Policy
Segment will have a separate and distinct underwriting class, cost of insurance
rates, surrender charges, Policy Administration Charge, Premium Charge, and
Target Premium. Subsequent to a Face Amount increase, premiums paid will be
allocated first to the Initial Face Amount and then to each Policy Segment
resulting from increases in Face Amount in the order in which each
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Policy Segment was acquired. Premiums will be allocated to the Initial Face
Amount and each Policy Segment in amounts not to exceed the Target Premium for
each on an annual basis, such that when the sum of premiums paid during the
policy year exceeds the Target Premium for the Initial Face Amount, the premium
will then be allocated to the first Policy Segment. When, in a policy year, the
sum of premiums paid exceeds the sum of all applicable Target Premiums, the
excess premium will be allocated pro-rata to the Target Premium for the Initial
Face Amount and each Policy Segment.
An increase in the Face Amount will result in the policy's being subject to new
surrender charges. The new surrender charges will be computed as if a new policy
were being purchased for the increase in Face Amount and a new 15 year surrender
charge period will apply to the Policy Segment resulting from the increase. The
policyowner will be notified of the new surrender charge after a Face Amount
increase.
As with the purchase of a policy, a policyowner will have a Right to Cancel with
respect to a Face Amount increase. See "Right to Cancel."
No additional premium is required for a Face Amount increase. However, a premium
payment may be necessary to prevent the policy from going into default, since
new surrender charges resulting from an increase would automatically reduce the
Net Cash Surrender Value of the policy.
Upon a Face Amount increase, GIAC will send the owner revised policy pages
reflecting the resulting changes.
Partial Withdrawals
After the first policy year and while the insured is living, the policyowner may
withdraw portions of the policy's Net Cash Surrender Value. Any such withdrawal
must be requested in writing, and is subject to GIAC's approval. GIAC will
process an approved partial withdrawal as of the Business Day on which it
receives a proper written request at its Executive Office. The minimum net
partial withdrawal amount is $500. GIAC reserves the right to limit the number
of partial withdrawals to 12 in a policy year.
GIAC will not approve or process a partial withdrawal if, after withdrawing the
requested amount and imposing all applicable charges,
o the remaining Net Cash Surrender Value would be insufficient to
cover three Monthly Deductions; or
o if Death Benefit Option 1 is in effect, the Face Amount remaining
after the reduction resulting from the partial withdrawal would be
less than GIAC's then current minimum Face Amount
GIAC will notify the policyowner if a requested partial withdrawal cannot be
effected.
GIAC assesses a pro rata surrender charge if the partial withdrawal causes a
Face Amount reduction during the first 15 policy years of the Initial Face
Amount or Policy Segment affected. See "Transaction Deductions From the Policy
Account Value" and "Reducing the Face Amount." Any portion of a partial
withdrawal which exceeds the amount eligible for a free partial withdrawal will
reduce the Face Amount. The Face Amount will be reduced by the amount of the
partial withdrawal in excess of the free partial withdrawal amount and any
applicable surrender charge. When the Face Amount of a policy is based on one or
more increases subsequent to issuance of the policy, a reduction resulting from
a partial withdrawal will be applied against the Face Amount provided by the
most recent increase, then against the next most recent increases successively,
and finally against the Initial Face Amount.
GIAC will calculate the amount eligible for a free partial withdrawal on the
date it receives the policyowner's written request for a partial withdrawal as
follows:
If the Cash Value Test is in effect, the amount of a free partial withdrawal
will equal the excess, if any, of (a) over (b) where:
(a) is the Policy Account Value; and
(b) is the Face Amount times the applicable net single premium as set
forth in the policy. If GIAC receives the request for a partial
withdrawal on other than a Policy Anniversary, the net single
premium shall be determined by interpolation between net single
premiums on the Policy Anniversaries immediately preceding and
immediately succeeding the date of receipt.
If the Guideline Premium Test is in effect, the amount of a free partial
withdrawal will equal the excess, if any, of (a) over (b) where:
(a) is the Policy Account Value; and
(b) is the Face Amount divided by the applicable death benefit factor
set forth in the policy.
To effect a partial withdrawal, GIAC will deduct the requested partial
withdrawal amount and any applicable charges from the Policy Account Value held
in the Variable Investment Options specified in the policyowner's request as of
the Business Day it received the partial withdrawal request. If the sum of the
requested withdrawal amount and all applicable charges exceeds the amounts held
in the specified Variable Investment Options, GIAC will deduct the excess amount
proportionately from the Policy Account Value held in the other Variable
Investment Options. If this is still insufficient to provide the requested
partial withdrawal amount, GIAC will withdraw the remaining excess amount from
any Policy Account Value that is then held in the Fixed-Rate Option.
If the policyowner has not specified the allocation options from which the
partial withdrawals should be deducted,
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GIAC will deduct the requested partial withdrawal amount and any applicable
charges proportionately from the Policy Account Value held in the Variable
Investment Options as of the Business Day it received the request. If the sum of
the requested withdrawal amount and all applicable charges exceeds the Policy
Account Value held in the Variable Investment Options, GIAC will withdraw the
excess amount from any Policy Account Value that is then held in the Fixed-Rate
Option.
The proceeds of a partial withdrawal will ordinarily be paid within seven days
of the Business Day that GIAC receives the withdrawal request. For exceptions to
this general rule, see "Policy Proceeds."
In addition to reducing the Net Cash Surrender Value of a policy, a partial
withdrawal reduces the death benefit on a dollar-for-dollar basis. Under an
Option 1 policy, the Face Amount will generally be reduced with each partial
withdrawal. Under an Option 2 policy, the death benefit reduction will generally
mirror the Net Cash Surrender Value reduction. See "Death Benefit Options," and
"Tax Effects."
Surrender
A ___________ Life policy may be surrendered for its Net Cash Surrender Value at
any time while the insured is living. GIAC will compute the Net Cash Surrender
Value as of the Business Day on which it receives a written surrender request in
proper and complete form at its Executive Office. A surrender request is
incomplete if it is not accompanied by the policy or an acceptable affidavit
confirming the policy's loss. The Net Cash Surrender Value equals:
o the Policy Account Value, minus
o any surrender charge, minus
o any Policy Debt, plus
o any Monthly Deduction paid beyond the date of surrender.
Total surrender charges under this policy will equal the sum of the surrender
charges for the Initial Face Amount and any Policy Segments. See "Deductions and
Charges." A surrender is not eligible for the free partial withdrawal benefit
discussed above.
EXAMPLE - Surrender in Policy Year 5
Male insured, Age 35
Preferred Plus Underwriting Class
Face Amount $250,000
Annual Policy Premium $2,007.50
Assuming, 6% hypothetical gross return; 4.29% net return
See "Appendix A"
Policy Account Value $8,217.54
Surrender Charge 2,750.00
Policy Debt -0-
---------
Net Cash Surrender Value $5,467.54
The Net Cash Surrender Value will ordinarily be paid within seven days of the
date that GIAC receives a proper and complete surrender request. For exceptions
to this general rule, see "Policy Proceeds." All insurance coverage ends as of
the Business Day that GIAC computes the Net Cash Surrender Value in response to
a proper and complete surrender request. See "Tax Effects" for a discussion of
the tax consequences of surrendering a policy.
Transfers
The policyowner may request transfers of Unloaned Policy Account Value in and
out of the Variable Investment Options or into the Fixed-Rate Option at any
time. However, the number of allocation options in which the Policy Account
Value may be invested or held at any one time cannot currently exceed 7.
Restrictions on transfers out of the Fixed-Rate Option are discussed under
"Transfers From The Fixed-Rate Option." Transfer requests may be submitted to
GIAC's Executive Office in writing or by telephoning 1-800-935-4128. Presently,
transfers may be effected without charge or tax consequences.
The minimum transfer amount is the lesser of $500 or the entire amount held in
the option from which GIAC effects a transfer. Transfers are effective as of the
end of the Business Day on which the request is received. Written transfer
requests received after 4:00 p.m. New York City time on a Business Day will be
treated as received on the next succeeding Business Day. GIAC reserves the right
to limit the frequency of transfers to not more than once every 30 days. GIAC
also reserves the right to charge $25 for each transfer after the twelfth in a
policy year. See "Deductions and Charges."
GIAC accepts telephone transfer instructions between 9:00 a.m. and 3:30 p.m. New
York City time on each day that it is open for business. GIAC effects telephone
transfer instructions at the unit values calculated at the close of business on
the Business Day such instructions are received. GIAC will not honor telephone
transfer instructions unless it has received a written authorization form from
the policyowner. Callers are asked to provide precise identification and the
personal security code for the policy. GIAC will accept telephone transfer
instructions from any person who can provide the requested information, and is
not responsible for any loss, damage, cost or expense resulting from following
the foregoing procedures to implement telephone transfer instructions that it
reasonably believes to be genuine. This means that the policyowner bears the
risk of loss when unauthorized or fraudulent transfers are requested by
telephone and GIAC has followed its procedures. Telephone transfer requests may
be recorded without prior disclosure to the caller.
During periods of extreme market activity or drastic economic change, it may be
very difficult to contact GIAC by telephone to request a transfer. If this
occurs, a written transfer request should be sent to the Executive Office.
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<PAGE>
The rules for telephone transfers are subject to change, and GIAC reserves the
right to suspend or withdraw this privilege without notice.
Transfers From the Fixed-Rate Option
Transfers from the Fixed-Rate Option are permitted once per policy year during
the period starting on a Policy Anniversary and ending 30 days thereafter.
Requests received on or within the 30 days before a Policy Anniversary will be
effected on the Policy Anniversary. Requests received within the 30 days
following a Policy Anniversary will be effected on the Business Day of receipt.
GIAC will not honor requests for transfers out of the Fixed-Rate Option that are
received at other times during a policy year.
GIAC transfers amounts from the Fixed-Rate Option in the same order as the
amounts were allocated to such option. This means that amounts on deposit in the
Fixed-Rate Option for the longest period of time will be the first amounts
transferred out. The maximum amount that may be transferred out of the
Fixed-Rate Option each policy year is the greater of 33 1/3% of the Policy
Account Value in the Fixed-Rate Option on the Policy Anniversary on or
immediately preceding the date of transfer, or $2,500.
Dollar Cost Averaging Transfer Option
The policyowner may elect to have designated dollar amounts automatically
transferred on each Monthly Date from The Guardian Cash Fund investment division
of the Separate Account to one or more of the other options offered under the
policy. GIAC will not implement automatic transfers unless it has received a
properly completed authorization form.
The period selected for the Dollar Cost Averaging option to be in effect must be
at least 12 months, and the minimum amount that may be transferred into another
option on each Monthly Date is $100 per transfer. Before the policyowner's
Dollar Cost Averaging transfer program goes into effect, the Policy Account
Value attributable to The Guardian Cash Fund investment division must be at
least equal to the product of the number of months in the selected duration
multiplied by the aggregate amount designated for transfer each month (e.g., 12
x $100 = $1,200). GIAC will notify the policyowner if this minimum is not
satisfied. No Dollar Cost Averaging transfers will be effected until the minimum
is satisfied. The policyowner may add to the Policy Account Value attributable
to the Cash Fund investment division to extend the period that the Dollar Cost
Averaging transfer program remains in effect.
Automatic transfers can be initiated, reinstated or changed, subject to the
rules described above, if GIAC receives a new authorization form within three
Business Days before the Monthly Date on which the commencement, reinstatement
or change is to be effective.
Automatic transfers under a Dollar Cost Averaging program will end when:
o the period set forth in the Dollar Cost Averaging authorization form
ends; or
o the Policy Account Value attributable to The Guardian Cash Fund
investment division is less than the amount designated for transfer
on a Monthly Date (though GIAC will transfer the remaining amount on
a pro-rata basis to the options that were last designated by the
policyowner for automatic transfers, leaving a zero balance in the
Cash Fund investment option); or
o a written request to terminate the program is received at GIAC's
Executive Office at least three Business Days prior to the next
scheduled transfer; or
o the policy is surrendered or lapses.
Periodic investing of the same dollar amount permits a policyowner to acquire
more units in a receiving Variable Investment Option when the unit value of the
variable investment option is low, and fewer when such price is high.
Accordingly, this strategy may reduce the impact of fluctuations in the
receiving Variable Investment Option's unit value over the period that automatic
transfers are effected. However, there can be no assurance of profit or
protection against loss in a declining market.
Policy Proceeds
Death proceeds are determined as set forth in "Death Benefit Options" and become
payable upon GIAC's receipt at the Executive Office of due proof that the
insured died while the policy was in force. The amount(s) involved in all other
policy transactions will be determined as of the end of the Business Day during
which GIAC receives satisfactory information, instructions or documentation at
its Executive Office. See "Communications With GIAC." GIAC will ordinarily pay
any Net Cash Surrender Value, policy loan, partial withdrawal, death proceeds or
other policy transaction proceeds (including transfers) from the Variable
Investment Options within seven days after it has received the information it
needs to determine the payable amount. However, GIAC may delay transfers, loans
or other payments from some or all of the Variable Investment Options when: (1)
the NYSE is closed for other than weekends or holidays; (2) the SEC restricts
trading or determines that a state of emergency exists; or (3) at any other time
when one or more of the Variable Investment Options' corresponding mutual funds
lawfully suspends payment or redemption of their shares. GIAC will pay interest
on the death proceeds as specified in the policy from the date of the insured's
death to the date the proceeds are paid or applied under a payment option.
Requests for transfers, loans or any other payment out of the Fixed-Rate Option
will normally be effected promptly after GIAC receives the required information
or documentation. However, GIAC has the right to delay such transfers, loans or
payments for up to six months from the
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<PAGE>
date of a request. GIAC will pay interest at a rate not less than 3% per year on
payments out of the Fixed-Rate Option deferred 30 days or more. Requests for
transfers out of the Fixed-Rate Option may only be made during certain periods.
See "Transfers From the Fixed-Rate Option."
The death proceeds actually paid to the beneficiary(ies) of a ___________ Life
policy will include any proceeds provided by additional benefit riders. Any
outstanding Policy Debt and any due and unpaid Monthly Deductions as of the
policy month of death will be deducted from the death proceeds paid. If the
insured is Attained Age 100 or older at death, the death proceeds will be the
Policy Account Value minus any Policy Debt as of the date of death.
Death proceeds may also be adjusted as a result of: (1) a misstatement of the
insured's Age or sex on the application for a policy; (2) the insured's suicide
within two years from (a) the Issue Date, (b) the date of an increase in Face
Amount, or (c) the effective date of a change in the death benefit from Option 1
to Option 2 (but only to the extent of any increase in the death benefit over
the Face Amount that resulted from the change in options); or (3) any limits
imposed by a rider to the policy. See "Limits to GIAC's Right to Challenge a
Policy."
Fixed-Benefit Insurance During the First 24 Months
During the first 24 policy months, the policyowner has the right to exchange his
or her ___________ Life policy and replace it with a fixed-benefit whole life
insurance policy issued by GIAC or an affiliate of GIAC (the "new policy"). No
evidence of insurability will be required. Policy values under the new policy
will be held in the issuer's general account. The new policy's Face Amount will
be the same as the ___________ Life policy's Face Amount as of the exchange
date. The insured's Age under the original policy will be retained under the new
policy. The policyowner must repay all outstanding Policy Debt before the
exchange is effected.
There may be a cost or credit to be paid upon this type of exchange depending on
the amount applied to the new policy. The amount applied to the new policy is
the greater of (1) or (2) where:
o (1) is the cumulative premiums for the new policy with an annual
interest rate of 6% minus the cumulative policy premiums for the
exchanged ___________ Life policy with an annual interest rate of at
6%; and
o (2) is the cash value of the new policy minus the Cash Surrender
Value of the exchanged ___________ Life policy on the exchange date.
The cash value will depend on the new policy's face amount, premium
class, and the insured's Age and sex on the Policy Date.
If this amount is less than zero, the issuer of the new policy will pay an
exchange credit to the policyowner. If this amount is more than zero, the
policyowner must pay the exchange cost to the issuer of the new policy.
The exchange date is the date that the new policy is issued. The new policy will
be issued upon the later of:
o the Business Day GIAC receives the policyowner's written exchange
request and his or her ___________ Life policy at its Executive
Office; or
o the Business Day any exchange cost payable by the policyowner is
received by the issuer of the new policy.
Additional benefit riders are only available upon the consent of the issuer of
the new policy and are subject to the issuer's rules on the exchange date.
Competent legal and tax advice should be sought in connection with exchanging a
policy.
Payment Options
The death proceeds or Net Cash Surrender Value of a ___________ Life policy will
be paid in a lump sum, or under one or more of the payment options described
below and selected by the policyowner. The policyowner may select the payment
option(s) while the insured is living. If no election has been made when policy
proceeds become payable, the payee may select the payment option(s). A payment
option election for death proceeds must be made by the payee within one year of
the insured's death. The payment election for other proceeds must be made by the
payee within 60 days after the proceeds become payable. A payee under any
payment option must be a natural person. The policyowner may appoint a secondary
payee to receive any payments remaining after the death of the initial payee.
Amounts applied to a payment option will not share in the income, gains or
losses of the Variable Investment Options, nor be credited interest in the
amount or manner provided by the Fixed-Rate Option. At least $5,000 must be
applied under each option selected. See "Death Benefit Options," "Partial
Withdrawals," "Surrender" and "Policy Proceeds" for information about when the
proceeds of a ___________ Life policy are payable.
Under Option 1, GIAC will hold the proceeds and make monthly interest payments
at a guaranteed annual rate of at least 3%.
Under Option 2, GIAC will make monthly payments of a specified amount until the
proceeds and interest are fully paid. At least 10% of the original proceeds must
be paid each year. Guaranteed interest of 3% will be added to the proceeds each
year.
Under Option 3, GIAC will make monthly payments for a specified number of years.
The amount of the payments will include interest at 3% per year.
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Under Option 4, GIAC will make monthly payments for the longer of the life of
the payee or 10 years. The guaranteed amount of each payment will include
interest at 3% per year.
Under Option 5, GIAC will make monthly payments until the total amount paid
equals the proceeds settled, and for the remaining life of the payee. The
guaranteed amount of each payment will include interest at 3% per year.
Under Option 6, GIAC will make monthly payments for 10 years and for the
remaining life of the last surviving of two payees. The guaranteed amount of
each payment will include interest at 3% per year.
Payment option tables for Options 4, 5, and 6 are based on the Annuity 2000
Mortality Tables (male and female) projected 20 years to the year 2020 by 100%
of the male scale G Factors (for males) and 50% of the female scale G Factors
(for females).
Monthly payments under a payment option must be at least $50. The policy sets
forth the amount payable each month per $1,000 of proceeds applied under Options
3, 4, 5 and 6, as well as the amount payable upon the termination of a payment
option.
TAX EFFECTS
This discussion is based on GIAC's understanding of the effects of current
federal income tax laws, as currently interpreted, on ___________ Life policies.
This discussion is general in nature, and should not be considered to be tax
advice. Anyone interested in purchasing a policy or effecting policy
transactions should consult a legal or tax adviser regarding such person's
particular circumstances. There can be no guarantee that the federal income tax
laws, including related rules and regulations, or interpretations of them, will
not change while this prospectus is in use or while a policy is in force.
Treatment of Policy Proceeds
GIAC believes that a ___________ Life policy will be treated as "life insurance"
as defined in the Internal Revenue Code. Accordingly, under federal income tax
law:
o the death proceeds received by a beneficiary will not be subject to
federal income tax; and
o increases in the Policy Account Value resulting from interest or
investment experience will not be subject to federal income tax
unless they are distributed from the policy before the insured's
death.
Income recognized when a pre-death distribution is taken will be characterized
and taxed as "ordinary income."
The definition of "life insurance" under the Code can be met if a life insurance
policy satisfies either one of two tests that are set forth in the Code. The
manner in which these tests should be applied to certain features of the Policy
is not clearly addressed by the Code, regulations or pertinent authorities
thereunder. The presence of these policy features, and the absence of any
pertinent interpretations of the tests, thus creates some uncertainty about the
application of the tests to the policy.
The federal income tax consequences of taking distributions from a policy will
depend on whether the policy is determined to be a "modified endowment
contract."
A modified endowment contract is an insurance policy that fails to meet a
"seven-pay" test. In general, a policy will fail the seven-pay test if the
cumulative amount of premiums paid under the policy at any time during the first
seven policy years exceeds a calculated premium level. The calculated seven-pay
premium level is based on a hypothetical policy issued on the same insured and
for the same initial death benefit that, under specified conditions (including
the absence of expense, administrative and surrender charges), would be fully
paid for after seven level annual payments.
A ___________ Life policy could be treated as a modified endowment contract if
the cumulative premiums paid at any time during the first seven policy years
exceeds the cumulative seven-pay premiums that can be paid under the
hypothetical policy.
Whenever there is a "material change" under a policy, the policy will generally
be treated as a new contract and become subject to a new seven-pay period and
new seven-pay limit. A materially changed policy would become a modified
endowment contract if it failed to satisfy the new seven-pay limit. Increasing a
policy's future benefits might result in a material change. Future benefits can
increase, for example, if the death benefit is changed from Option 1 to Option
2, benefits are added by rider, or a lapsed policy is reinstated. An exchange is
treated as a material change.
If the benefits under a policy are reduced during the first seven policy years
(or within seven years after a material change), the applicable seven-pay limit
must be redetermined based on the reduced level of benefits and applied
retroactively for purposes of the seven-pay test. If the premiums previously
paid are greater than the recalculated seven-pay limit, the policy will become a
modified endowment contract. Policy benefits are reduced, for example, when the
Face Amount is reduced or when certain partial withdrawals are taken.
A life insurance policy received in exchange for a modified endowment contract,
or a modified endowment contract that lapses and is reinstated, will be treated
as a modified endowment contract.
Once a policy becomes a modified endowment contract, it will remain a modified
endowment contract unless the violating transaction is reversed within 30 days
of its occurrence. The policyowner will be notified if a transaction has caused
or will cause the policy to be classified as a modified endowment contract, and
the policyowner will be given the option of reversing the
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<PAGE>
transaction, where possible, not later than 30 days from the date of
notification.
The rules relating to whether a policy will be treated as a modified endowment
contract are extremely complex and cannot be adequately described in the limited
confines of this summary. Therefore, a current or prospective policyowner should
consult with a competent adviser to determine whether a transaction will cause
the policy to be treated as a modified endowment contract.
Pre-death distributions from a ___________ Life policy that is NOT a modified
endowment contract will generally receive the following federal income tax
treatment:
(1) Section 7702(f)(7) of the Internal Revenue Code describes a special
situation during the first 15 years where, for policies that are not
modified endowment contracts, distributions may be treated as
taxable income, even when there is basis remaining.
(2) If a policy is surrendered, the excess, if any, of the Cash
Surrender Value (which includes the amount of any Policy Debt) over
the basis will be subject to federal income tax. Any loss incurred
upon surrender is generally not deductible. The tax consequences of
surrender may differ if the proceeds are received under a payment
option.
(3) Loans will ordinarily be treated as indebtedness, and no part of a
loan will be subject to current federal income tax, as long as the
policy remains in force. Upon lapse, however, cancellation of a loan
will be treated as a distribution and may be taxed. Generally,
policy loan interest is not tax deductible by the policyowner.
Pre-death distributions from a ___________ Life policy that IS or BECOMES a
modified endowment contract will generally receive the following federal income
tax treatment:
(1) Any distribution will be taxed on an "income-first" basis to the
extent that the Policy Account Value exceeds the basis in the
policy. For this purpose, distributions include partial withdrawals,
surrenders, assignments and policy loans. Loans that are treated as
taxable income are added to the basis of modified endowment
contracts.
(2) For purposes of determining the taxable portion of any distribution,
all modified endowment contracts issued by GIAC or its affiliates to
a policyowner during any calendar year shall be treated as one
modified endowment contract.
(3) A 10% penalty tax will also apply to any taxable distribution,
unless the distribution is: (a) made to a taxpayer who is 59 1/2
years of age or older; (b) attributable to disability (as defined in
the Internal Revenue Code); or (c) received as part of a series of
substantially equal periodic payments for the taxpayer's life (or
life expectancy) or the joint lives (or joint life expectancies) of
the taxpayer and a beneficiary.
The Secretary of the Treasury is authorized to prescribe additional rules to
prevent avoidance of income-first taxation on distributions from modified
endowment contracts.
If a policy becomes a modified endowment contract, distributions that occurred
during the policy year in which such policy became a modified endowment
contract, and distributions in any subsequent policy year will be taxed as
described above. In addition, distributions that occurred within the preceding
two years will be subject to such tax treatment. This means that a distribution
made from a policy that is not a modified endowment contract could later become
taxable as a distribution from a modified endowment contract. The Secretary of
the Treasury is authorized to prescribe rules that would similarly treat other
distributions made in anticipation of a policy becoming a modified endowment
contract.
Exchanges
Typically, there are no federal income tax consequences when one life insurance
policy is exchanged for another to cover the same insured. However, the new
policy will be subject to the seven-pay test from the date of the exchange, and
can be treated as a modified endowment contract if it fails to satisfy such
test. Additionally, a policy may lose any privileges to be excused by
"grandfathering" from statutory or regulatory changes made after its issuance if
it is exchanged for another policy. For these reasons, anyone who is (1)
considering exchanging another life insurance policy to obtain a ___________
Life policy, or (2) considering exchanging a ___________ Life policy to obtain a
different life insurance policy should consult a competent tax adviser.
Diversification
If a policy does not qualify as "life insurance" under the Internal Revenue
Code, the policyowner can become immediately subject to federal income tax on
the income under his or her policy. For variable life insurance policies to
qualify as life insurance, section 817(h) of the Internal Revenue Code requires
their underlying investments to be adequately diversified. Treasury Department
regulations specify the diversification requirements. The Separate Account,
through its investment in underlying mutual funds, intends to comply with these
requirements. Each of the underlying mutual funds is obligated to comply with
the diversification requirements specified in the Treasury Department
regulations.
To date, no regulations or rulings have been issued to provide guidance
regarding the circumstances under which a policyowner's ability to control his
or her
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investments under a policy by exercising premium allocation and transfer
privileges would cause him or her to be treated as the owner of a pro-rata
portion of the assets in an insurance company's separate account. If a
___________ Life policyowner was considered the owner of assets in the Separate
Account, the income and gains attributable to his or her Policy Account Value in
the Variable Investment Options would be included in his or her gross income.
GIAC currently believes that it, and not its policyowners, is considered to own
the Separate Account's assets. However, GIAC cannot predict when the Treasury
Department or the Internal Revenue Service ("IRS") will issue guidance regarding
these matters, nor the nature of any such guidance.
Policy Changes
GIAC may, to the extent it deems necessary, make changes to the policy or its
riders (1) to assure that ___________ Life initially qualifies and continues to
qualify as life insurance under the Internal Revenue Code; or (2) to attempt to
prevent a policyowner from being considered the owner of a pro-rata portion of
the Separate Account's assets (see above). Any such change will apply uniformly
to all policies that are affected. If required by state insurance regulatory
authorities, advance written notice of such changes will be provided.
Tax Changes
From time to time the United States Congress considers legislation that, if
enacted, could change the tax treatment of life insurance policies prospectively
or even retroactively. In addition, the Treasury Department and IRS may amend
existing regulations, issue new regulations, or adopt new interpretations of
existing laws or regulations. Also, state or local tax laws that relate to
owning or benefiting from a policy can be changed from time to time without
notice. It is impossible to predict whether, when or how any such change would
be adopted. Anyone with questions about such matters should consult a legal or
tax adviser.
Estate and Generation Skipping Transfer Taxes
If the policyowner is also the insured, the death benefit under a ___________
Life policy will generally be included in the policyowner's estate for purposes
of federal estate tax. If the policyowner is not the insured, under certain
circumstances only the Cash Surrender Value would be so included. In general,
estates of U.S. citizens or residents that are valued at less than the credit
equivalent amount (in 1997 it is equal to $600,000 and gradually increases to
$1,000,000 in 2006) will not incur federal estate tax liability, and an
unlimited marital deduction may be available for federal estate and gift tax
purposes. Federal estate tax is integrated with federal gift tax under a unified
rate schedule.
As a general rule, designating a beneficiary or paying proceeds to a person who
is two or more generations younger than the policyowner, may cause a generation
skipping transfer ("GST") tax to be payable. The GST tax is imposed at a rate
that equals the maximum estate tax rate. Individuals are generally allowed an
aggregate GST tax exemption of $1 million. Because these rules are complex, a
legal or tax adviser should be consulted for specific information.
The particular situation of each policyowner or beneficiary will determine how
ownership or receipt of policy proceeds will be treated for purposes of federal
estate and GST taxes, as well as state and local estate, inheritance and other
taxes.
Legal Considerations for Employers
In 1983, the United States Supreme Court held that optional annuity benefits
provided under an employer's deferred compensation plan could not, under Title
VII of the Civil Rights Act of 1964, vary between men and women on the basis of
sex. The Court applied its decision to benefits derived from contributions made
on or after August 1, 1983. Lower federal courts have since held that the Title
VII prohibition of sex-distinct benefits may apply at an earlier date. In
addition, some states prohibit using sex-distinct mortality tables.
The Policy uses sex-distinct actuarial tables, unless state or federal law
requires the use of sex-neutral actuarial tables. As a result, the Policy
generally provides different benefits to men and women of the same age.
Employers and employee organizations which may consider buying Policies in
connection with any employment-related insurance or benefits program should
consult their legal advisers to determine whether the Policy is appropriate for
this purpose.
Other Tax Consequences
The policy may be used in various arrangements, including non-qualified deferred
compensation or salary continuance plans, split dollar insurance plans,
executive bonus plans, retiree medical benefit plans and others. The tax
consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement. Therefore, if a policyowner is
contemplating the use of a policy in any arrangement the value of which depends
in part on its tax consequences, the policyowner should consult a qualified tax
advisor regarding the tax attributes of the particular arrangement.
GIAC's Taxes
Under the current life insurance company tax provisions of the Internal Revenue
Code, an insurer's variable life insurance business is treated in a manner
consistent with a fixed-benefit life insurance business. Accordingly, GIAC pays
no income tax on investment income and capital gains reflected in its variable
life insurance policy reserves, and no charge is currently being made to any
investment division of the Separate Account for taxes. GIAC reserves the right
to assess a charge against the Separate Account in the future for taxes or other
tax-related economic burdens which it incurs that are
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<PAGE>
attributable to the Separate Account or allocable to the policy. The operations
of the Separate Account are reported on GIAC's federal income tax return, which
is then consolidated with that of GIAC's parent, Guardian Life.
GIAC may have to pay state, local and other taxes in addition to premium taxes.
At present, these taxes are not substantial. If they increase, charges may be
made for such taxes that are attributable to the Separate Account or allocable
to the policy.
Income Tax Withholding
GIAC is generally required to withhold for income taxes applicable to taxable
distributions. A policyowner can elect in writing to not have income taxes
withheld. If income tax is not withheld for a taxable distribution, or if an
insufficient amount is withheld, tax payments may be required from the
policyowner later. Under the applicable tax rules, penalties may be assessed
against the policyowner if withholding or estimated tax payments are
insufficient. GIAC may also be required to withhold GST taxes if it does not
receive satisfactory written notification that no such taxes are due.
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31
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THE VARIABLE INVESTMENT OPTIONS
THE SEPARATE ACCOUNT
The Separate Account was established by resolution of GIAC's Board of Directors
on February 27, 1997 under the insurance law of the state of Delaware, and meets
the definition of "separate account" under the federal securities laws. The
Separate Account is registered with the SEC as a unit investment trust, which is
a type of investment company under the Investment Company Act of 1940 (the "1940
Act"). A unit investment trust invests its assets in specified securities, such
as the shares of one or more registered mutual funds, rather than a portfolio of
unspecified securities. Registration under the 1940 Act does not involve any
supervision by the SEC of the investment management or programs of the Separate
Account or GIAC. Under Delaware law, however, both GIAC and the Separate Account
are subject to regulation by the Delaware Insurance Commissioner. GIAC is also
subject to the insurance laws and regulations of all states and jurisdictions
where it is authorized to conduct business.
GIAC owns the assets held in the Separate Account. The assets equal to the
reserves and other liabilities of the Separate Account are used only to support
the variable life insurance policies issued through the Separate Account.
Delaware insurance law provides that such assets may not be used to satisfy
liabilities arising from any other business that GIAC may conduct. This means
that the assets supporting Policy Account Values maintained in the Variable
Investment Options are not available to meet the claims of GIAC's general
creditors. GIAC may also retain in the Separate Account assets that exceed the
reserves and other liabilities of the Separate Account. Such assets can include
GIAC's direct contributions to the Account, accumulated charges for mortality
and expense risks or the investment results attributable to GIAC's retained
assets. Because such retained assets do not support Policy Account Values, GIAC
may transfer them from the Separate Account to its general account.
The Separate Account presently has several investment divisions, each of which
invests in shares of a corresponding mutual fund. The funds are briefly
described below. More complete information about the mutual funds, including all
fees and expenses, appear in the prospectuses which accompany this prospectus.
THE FUNDS
Each of the funds is an open-end diversified management investment company, and
is registered with the SEC under the 1940 Act. Such registration does not
involve any supervision by the SEC of the investment management or policies of
the funds. The funds do not impose a sales charge or "load" for buying and
selling their shares, so GIAC buys and sells shares at net asset value in
response to policyowner-requested and other policy transactions.
Presently, policy and contract values attributable to both variable life
insurance policies and variable annuities may be invested in the funds through
GIAC's separate accounts. While each fund's Board of Directors intends to
monitor events in order to identify and, if deemed necessary, act upon any
material irreconcilable conflicts that may possibly arise, GIAC may also take
action to protect policyowners. See "Rights Reserved by GIAC" and the
accompanying prospectuses for the mutual funds.
Investment Objectives and Policies of the Funds
Each fund has a different investment objective that it tries to achieve by
following specified investment policies. The objective and policies of each fund
will affect its potential returns and its risks. There is no guarantee that a
fund will achieve its investment objective. The following chart states each
fund's objective and lists typical portfolio investments.
FUND INVESTMENT OBJECTIVE TYPICAL INVESTMENTS
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Guardian Long-term growth of capital U.S. common stocks and
Stock Fund convertible securities
Guardian Long-term growth of capital U.S. common stocks and
Small Cap convertible securities
Stock Fund
Guardian Maximum income with- investment grade
Bond Fund out undue risk of debt obligations and
principal U.S. government securities
Guardian High level of current money market
Cash Fund income; preservation instruments
of capital
Baillie Gifford Long-term capital common stocks and
International appreciation convertible
Fund securities issued
by foreign companies
Value Line Long-term growth of U.S. common stocks
Centurion capital ranked 1 or 2 by
Fund the Value Line
Ranking System*
Value Line High total investment U.S. common stocks,
Strategic Asset return consistent ranked 1 or 2 by
Management with reasonable risk the Value Line
Trust Ranking System,*
bonds and money
market instruments
MFS Growth Reasonable current common stocks and
With income and long-term convertible securities
Income Series growth of capital issued by U.S. and foreign
and income companies
* The Value Line Ranking System has been used substantially in its present form
since 1965. The System ranks stocks on a scale of 1 (highest) to 5 (lowest) for
year-ahead relative performance (timeliness).
Investment Performance of the Funds
The average annual total returns shown below are based on the actual investment
performance of the mutual funds for years ended December 31, 1996. They reflect
the deduction of investment advisory fees and operating expenses, and assume the
reinvestment of all dividends
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<PAGE>
and capital gains distributed by the funds. These returns are not illustrative
of how actual investment performance will affect the benefits provided by a
___________ Life policy because they do not reflect the effects of the
deductions and charges that GIAC makes under the policy's terms. Moreover, these
returns are not an estimate or prediction of future performance. They may be
useful, though, in assessing the past performance of the funds. Total returns
for The Guardian Small Cap Stock Fund (which commenced operation in 1997) and
The Guardian Cash Fund are not presented.
FUND NAME YEARS ENDED DECEMBER 31, 1996
AND Since
INCEPTION DATE 1 Year 5 Years 10 Years Inception
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Guardian Stock Fund 26.90% 19.43% 16.00% 16.72%
(4/13/83)
Guardian Bond Fund 2.88% 6.68% 8.03% 9.40%
(5/1/83)
Baillie Gifford 15.41% N/A N/A 12.34%
International Fund
(2/8/91)
Value Line 15.87% 12.76% N/A 14.23%
Strategic Asset
Management Trust
(10/1/87)
Value Line 17.34% 13.21% 15.17% 13.59%
Centurion Fund
(11/15/83)
MFS 24.46% N/A N/A 25.88%
Growth With
Income Series*
(10/9/95)
* Total returns for the Growth With Income Series reflect the agreement by the
series' Adviser to bear expenses for the series, subject to reimbursement by
the series, such that the series' operational expenses shall not exceed 0.25%
of the average daily net assets of the series for each fiscal year since
inception. Total returns would be lower in the absence of this agreement.
For more information about past performance, see Appendix B.
THESE TOTAL RETURNS ARE FOR THE FUNDS ONLY AND DO NOT REFLECT THE EFFECTS OF
DEDUCTIONS FROM POLICY PREMIUMS AND UNSCHEDULED PAYMENTS, MONTHLY DEDUCTIONS,
TRANSACTION DEDUCTIONS OR DEDUCTIONS FROM THE SEPARATE ACCOUNT. FOR INFORMATION
ABOUT THE POSSIBLE EFFECTS OF THESE DEDUCTIONS, SEE APPENDIX B. INCLUDING THE
EFFECTS OF THESE DEDUCTIONS REDUCES RETURNS. SEE ALSO "DEFINITIONS" AND
"DEDUCTIONS AND CHARGES" FOR ADDITIONAL INFORMATION.
THE FUNDS' INVESTMENT ADVISERS
Guardian Investor Services Corporation
The Guardian Stock Fund, The Guardian Small Cap Stock Fund, The Guardian Bond
Fund and The Guardian Cash Fund, (the "Guardian funds") are advised by Guardian
Investor Services Corporation ("GISC"), 201 Park Avenue South, New York, New
York 10003. GISC is registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act"). GISC is wholly owned by GIAC. Each of
the Guardian funds, except the Small Cap Stock Fund, pays GISC an investment
advisory fee at an annual rate of 0.50% of the fund's average daily net assets
for the services and facilities GISC provides to the fund. The Small Cap Stock
Fund pays GISC 0.75% of the Fund's average daily net assets. GISC also serves as
the investment adviser to six of the eight series comprising The Park Avenue
Portfolio, a family of mutual funds, and serves as manager of Gabelli Capital
Asset Fund.
Guardian Baillie Gifford Limited
Baillie Gifford International Fund is advised by Guardian Baillie Gifford
Limited ("GBG"), 1 Rutland Court, Edinburgh, EH3 8EY, Scotland. GBG is
registered as an investment adviser under the Advisers Act and is a member of
Great Britain's Investment Management Regulatory Organization Limited ("IMRO").
GBG was incorporated in Scotland by GIAC and Baillie Gifford Overseas Limited
("BG Overseas") in November 1990. GBG is also the investment adviser of two of
the eight series comprising The Park Avenue Portfolio and the Baillie Gifford
Emerging Markets Fund series of GIAC Funds, Inc. Baillie Gifford International
Fund pays GBG an investment advisory fee at an annual rate of 0.80% of the
fund's average daily net assets for the services and facilities GBG provides to
the fund.
Baillie Gifford Overseas Limited
GBG has appointed BG Overseas to serve as sub-investment adviser to Baillie
Gifford International Fund. Like GBG, BG Overseas is located at 1 Rutland Court,
Edinburgh, EH3 8EY, Scotland. BG Overseas is also registered under the Advisers
Act and is a member of IMRO. BG Overseas is wholly owned by Baillie Gifford &
Co., which is currently one of the largest investment management partnerships in
the United Kingdom. BG Overseas advises several institutional clients situated
outside of the United Kingdom, and is also the sub-investment adviser to the two
series of The Park Avenue Portfolio that are advised by GBG and Baillie Gifford
Emerging Markets Fund. One half of the investment advisory fee paid by Baillie
Gifford International Fund to GBG is payable by GBG to BG Overseas for its
services as the fund's sub-investment adviser. No separate or additional fee is
paid by the fund to BG Overseas.
Value Line, Inc.
Value Line Strategic Asset Management Trust and Value Line Centurion Fund are
advised by Value Line, Inc. ("Value Line"), 220 East 42nd Street, New York, New
York 10017. Value Line is registered as an investment adviser under the Advisers
Act. Each of the Value Line funds pays Value Line an investment advisory fee at
an annual rate of 0.50% of the fund's average daily net assets for the services
and facilities Value Line provides to the fund. Value Line also serves as the
investment adviser to its own family of mutual funds and publishes The Value
Line Investment Survey and The Value Line Mutual Fund Survey.
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<PAGE>
Massachusetts Financial Services Company
MFS Growth With Income Series is advised by Massachusetts Financial Services
Company ("MFS"), 500 Boylston Street, Boston, MA. MFS is registered as an
investment adviser under the Advisers Act and is a subsidiary of Sun Life of
Canada (U.S.) which is itself an indirect wholly owned subsidiary of Sun Life
Assurance Company of Canada. MFS provides advisory services to other open- and
closed-end registered investment companies, as well as private and institutional
investors. As compensation for its services to the Series, MFS receives a fee,
payable monthly, at an annual rate of .75% of the Series' average daily net
assets.
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34
<PAGE>
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THE FIXED RATE OPTION
GENERAL INFORMATION
The policyowner may allocate some or all of the Net Premiums paid under a policy
or transfer some or all of the Policy Account Value that is attributable to the
Variable Investment Options to ___________ Life's Fixed-Rate Option. As
described elsewhere in this prospectus, certain restrictions apply to transfers
out of the Fixed-Rate Option, and GIAC will use amounts in the Fixed-Rate Option
as the last source of funds for certain policy transactions. The Fixed-Rate
Option is backed by GIAC's general account.
Because of exemptive and exclusionary provisions, interests in the Fixed-Rate
Option are not registered under the Securities Act of 1933, and neither the
Fixed-Rate Option nor GIAC's general account are registered as investment
companies under the 1940 Act. GIAC has been advised that the staff of the SEC
does not review prospectus disclosures relating to unregistered allocation and
transfer options, but such disclosures may be subject to certain generally
applicable provisions of the federal securities laws regarding the accuracy and
completeness of statements made in prospectuses.
The Fixed-Rate Option is only available under the policy in states where it has
been approved by the state insurance department.
AMOUNTS IN THE FIXED-RATE OPTION
The sources of the Policy Account Value attributable to the Fixed-Rate Option
are:
o Net Premiums and loan repayments that have been allocated and remain
credited to the option, plus
o amounts transferred to the option from the Variable Investment
Options which remain credited to the Fixed-Rate Option, plus
o interest paid on amounts held in the option.
GIAC guarantees that amounts invested in the Fixed-Rate Option will accrue
interest daily at an effective annual rate of at least 4%. GIAC is not obligated
to credit interest at a rate higher than 4%, although it may do so at its sole
discretion. GIAC declares the current interest rate for the Fixed-Rate Option
periodically.
The Policy Account Value attributable to the Fixed-Rate Option on the Policy
Date or any Policy Anniversary will earn interest at the annual rate in effect
on that day for the next 12 months, when it will be accumulated together with
the following amounts to earn the interest rate then in effect for the next 12
months:
o amounts allocated or transferred to the Fixed-Rate Option during
such 12 months; and
o interest credited on all amounts attributable to the Fixed-Rate
Option during such 12 months
Amounts allocated or transferred to the Fixed-Rate Option on a date other than
the Policy Date or a Policy Anniversary will earn interest at the rate in effect
on the date of the applicable transaction until the next Policy Anniversary.
Accordingly, the effective interest rate credited at any time to a policy with
amounts in the Fixed-Rate Option will be a weighted average of all the
Fixed-Rate Option interest rates which then apply to the Policy Account Value in
the Fixed-Rate Option.
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35
<PAGE>
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VOTING RIGHTS
As explained under "The Variable Investment Options," GIAC invests the assets of
the Separate Account's investment divisions in shares of certain corresponding
mutual funds. GIAC is the record owner of such shares and will attend and has
the right to vote at any meeting of a fund's shareholders.
To the extent required by applicable law, GIAC will vote the fund shares that it
owns through the Separate Account according to instructions received from
___________ Life policyowners. GIAC will vote shares for which no instructions
are received in the same proportion as it votes shares for which it has received
instructions. GIAC will vote any mutual fund shares that it is entitled to vote
directly due to amounts it has contributed or accumulated in the applicable
investment division in the same proportion as all of its policyowners and
contractowners vote, including those who participate in other GIAC separate
accounts. If the applicable law or interpretations thereof change so as to
permit GIAC to vote a fund's shares in GIAC's own right or to restrict
policyowner voting, GIAC reserves the right to do so.
GIAC will seek voting instructions from ___________ Life policyowners for the
number of shares attributable to their policies. Policyowners are entitled to
provide instructions if, on the applicable record date, they have allocated
Policy Account Values to the investment division that corresponds to the mutual
fund for which a shareholder meeting is called. GIAC determines the number of
shares attributable to a policy by dividing the Policy Account Value in the
applicable investment division by the net asset value per fund share as of the
record date. Fractional shares are counted.
If permitted by state insurance regulatory authorities, GIAC may disregard
voting instructions relating to changes in a mutual fund's investment adviser,
investment advisory contract, investment objective or investment policies. GIAC
will only take such action if it reasonably disapproves the proposed changes,
and, in the case of a change in investment adviser or an investment policy, if
it makes a good faith determination that the proposed change is contrary to
state law or otherwise inappropriate in view of the fund's investment objective
and purpose. GIAC will explain its actions in the next semi-annual report to
policyowners.
Certain actions which GIAC may take relating to the operations of the Separate
Account may require policyowner approval. See "Rights Reserved by GIAC." If a
vote is required, each policyowner will be entitled to one vote for every $100
of value held in the Separate Account's investment divisions. GIAC will cast
votes attributable to its direct investments in the investment divisions in the
same proportion as votes cast by policyowners.
There are no voting rights with respect to the Fixed-Rate Option.
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36
<PAGE>
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DISTRIBUTION OF THE POLICY AND OTHER CONTRACTUAL ARRANGEMENTS
In its capacity as a broker-dealer registered under the Securities and Exchange
Act of 1934 (the "1934 Act") and as a member of the National Association of
Securities Dealers, Inc., GISC has entered into a distribution agreement with
GIAC to serve as the principal underwriter of the policies and the other
variable annuity contracts and variable life insurance policies issued by GIAC
through its separate accounts. The amounts paid or accrued to GISC by GIAC under
the distribution agreement totalled $1,709,799, $1,409,708 and $1,851,468 during
the years ended December 31, 1994, 1995 and 1996, respectively. GISC is a New
York corporation.
GIAC agents who are licensed by state insurance authorities to sell variable
life insurance policies must also be registered representatives of GISC or of
broker-dealer firms which have entered into sales agreements with GISC and GIAC
to sell ___________ Life. GIAC's agents receive sales commissions that are paid
from GIAC's resources, including amounts collected as Premium Charges and
surrender charges. If a policy is returned pursuant to the Right to Cancel
provision of the policy, some or all of the sales commission paid may be
recovered by GIAC from the agent.
The maximum commission that GIAC will pay to an agent for selling a policy is
(i) 45% of the policy premium paid for the first policy year up to one Target
Premium and 3.0% of the policy premiums in excess of one Target Premium; (ii) 3%
of the premiums paid for policy years two through ten up to nine Target Premiums
and 3.0% of policy premiums in excess of nine Target Premiums; and (iii) 2.0% of
policy premiums paid after policy year 10. GIAC may also pay commission
overrides, expense allowances, bonuses, wholesaler fees and training allowances
in connection with the marketing and sale of ___________ Life policies. In
addition, agents who meet specified production levels may qualify for non-cash
compensation such as merchandise and expense-paid trips or educational seminars.
GIAC has entered into an administrative services agreement with its parent,
Guardian Life. Under this agreement, GIAC is billed quarterly by Guardian Life
for the time spent by Guardian Life's employees on GIAC's business, and for
GIAC's use of Guardian Life's centralized services and sales force.
GIAC has also entered into an agreement with Value Line, Inc. pursuant to which
Value Line compensates GIAC for marketing the Value Line Centurion Fund and the
Value Line Strategic Asset Management Trust to GIAC's policyowners. For the year
ended December 31, 1996, GIAC received $153,151 from Value Line on behalf of the
Centurion Fund and $259,361 from Value Line on behalf of the Strategic Asset
Management Trust.
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<PAGE>
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LIMITS TO GIAC'S RIGHT TO CHALLENGE A POLICY
Incontestability
Generally, GIAC may not challenge the validity of a policy that has been in
force during the insured's lifetime for two years from the Issue Date. It will
not contest the validity of an increase in face or the addition of a
supplementary benefit after such increase or addition has been in force during
the insured's lifetime for two years. If the death benefit is changed from
Option 1 to Option 2, GIAC may challenge any increase in the death benefit that
has been effective during the insured's lifetime for less than two years from
the effective date of the change. If GIAC successfully contests a change from
Death Benefit Option 1 to 2 or an increase in Face Amount, the death benefit
will be what would have been payable had such change not taken effect.
Misstatement of Age or Sex
If the insured's Age or sex was misstated in the application for a ___________
Life policy, the death benefit under the policy will be that which would be
purchased by the most recent deduction for the cost of insurance at the correct
Age and sex (unless unisex rates are required). The death benefit for any rider
will be that which would have been purchased at the correct Age and sex by the
most recent charge for that rider at the correct Age and sex.
Suicide Exclusion
If the insured commits suicide, while sane or insane, within two years from the
Issue Date, GIAC's liability will be limited to the greater of the policy's Net
Cash Surrender Value on the date of death, or an amount equal to:
o the policy premiums paid, minus
o any Policy Debt; and minus
o any partial withdrawals made and surrender charges deducted in
connection with such withdrawals.
If the insured commits suicide, while sane or insane, within two years from the
effective date of any increase in the Face Amount, GIAC's liability with respect
to such increase will be limited to the cost of insurance for such increase.
If the insured commits suicide, while sane or insane, within 2 years from the
effective date of any increase in death benefit due to a change from Option 1 to
2, GIAC's liability will be limited to the death benefit that would have been
payable had such change not taken effect.
- --------------------------------------------------------------------------------
38
<PAGE>
- --------------------------------------------------------------------------------
GIAC'S MANAGEMENT
The directors and officers of GIAC are named below together with information
about their principal occupations and affiliations during the past five years.
The business address of each director and officer is 201 Park Avenue South, New
York, New York 10003. The "Guardian Fund Complex" referred to in the
biographical information is comprised of (1) The Guardian Stock Fund, (2) The
Guardian Bond Fund, (3) The Guardian Cash Fund, (4) The Park Avenue Portfolio (a
series trust that issues its shares in eight series) and (5) GIAC Funds, Inc. (a
series fund that issues its shares in three series).
Name Title Business History
Charles E. Albers Vice President, Senior Vice President, The
Equity Securities Guardian Life Insurance
Company of America 1/91 -
present. Executive Vice
President of Guardian
Investor Services
Corporation and Guardian
Asset Management
Corporation. Officer of
four mutual funds within
the Guardian Fund Complex;
Director, Guardian Baillie
Gifford Limited.
JOSEPH A. CARUSO Secretary Vice President and
Corporate Secretary, The
Guardian Life Insurance
Company of America 3/96 -
present; Second Vice
President and Corporate
Secretary 1/95 - 2/96;
Corporate Secretary
Secretary, Guardian
Investor Services
Corporation, Guardian
Asset Management
Corporation, Guardian
Baillie Gifford Limited
and five mutual funds
within the Guardian Fund
Complex.
PHILIP H. DUTTER Director Management Consultant
(self-employed). Director
of The Guardian Life
Insurance Company of
America 3/88 - present.
Director of Guardian
Investor Services
Corporation.
EARL C. HARRY Treasurer Treasurer, The Guardian
Life Insurance Company of
America 7/81 - present.
Treasurer of Guardian
Investor Services
Corporation.
ARTHUR V. FERRARA Director Retired. Chairman of the
Board and Chief Executive
Officer, The Guardian Life
Insurance Company of
Officer prior thereto.
Director 1/81 - present.
Director (Trustee) of
Guardian Investor Services
Corporation, Guardian
Asset Management
Corporation, Gabelli
Capital Asset Fund and
five mutual funds within
the Guardian Fund Complex.
CHARLES G. FISHER Vice President Second Vice President and
Actuary, The Guardian and
Actuary Life Insurance
Company of America 12/86 -
present.
LEO R. FUTIA Director Retired. Former Chairman
of the Board and Chief
Executive Officer, The
Guardian Life Insurance
Company of America;
Director 5/70 - present.
Director (Trustee) of
Guardian Investor Services
Corporation and five
mutual funds within the
Guardian Fund Complex.
Director (Trustee) of
various mutual funds
sponsored by Value Line,
Inc.
- --------------------------------------------------------------------------------
39
<PAGE>
Name Title Business History
THOMAS R. HICKEY, JR. Vice President, Vice President, Equity
Operations Operations, The Guardian
Life Insurance Company of
America 3/92 - present;
Second Vice President and
Equity Counsel prior
thereto. Vice President,
Guardian Investor Services
Corporation. Vice
President of five mutual
funds within the Guardian
Fund Complex.
PETER L. HUTCHINGS Director Executive Vice President
and Chief Financial
Officer, The Guardian Life
Insurance Company of
America 5/87 - present.
Director of Guardian
Investor Services
Corporation and Guardian
Asset Management
Corporation.
RYAN W. JOHNSON Vice President and Second Vice President,
National Sales Director Equity Sales, The Guardian
Life Insurance Company of
America 3/95 - present;
Regional Sales Director
for Equity Products,
Western Division, prior
thereto.
FRANK J. JONES Executive Vice President, Executive Vice President
Chief Investment Officer and Chief Investment
and Director Officer, The Guardian Life
Insurance Company of
America 1/94-present;
Senior Vice President and
Chief Investment Officer
prior thereto. Director,
Guardian Investor Services
Corporation and Guardian
Baillie Gifford Limited.
Director and President,
Guardian Asset Management
Corporation. Officer of
three mutual funds within
the Guardian Fund Complex.
EDWARD K. KANE Director Executive Vice President,
The Guardian LifeInsurance
Company of America 1/97 -
present; Senior Vice
President and General
Counsel prior thereto;
Director 11/88-present.
Director, Guardian Asset
Management Corporation.
GARY B. LENDERINK Vice President, Group Vice President, Group
Pensions Pensions, The Guardian
Life Insurance Company of
America 1/95-present;
Second Vice President
prior thereto.
FRANK L. PEPE Vice President Vice President and
and Controller Controller, Equity
Products, The Guardian
Life Insurance Company of
America 1/96-present;
Second Vice President and
Controller, Equity
Products prior thereto.
Vice President and
Controller of Guardian
Investor Services
Corporation. Officer of
five mutual funds within
the Guardian Fund Complex.
RICHARD T. POTTER, JR. Vice President Vice President and Equity
and Counsel Counsel, The Guardian Life
Insurance Company of
America 1/96 - present;
Second Vice President and
Equity Counsel 1/93 -
12/95; Counsel prior
thereto. Vice President
and Counsel of Guardian
Investor Services
Corporation. Counsel of
Guardian Asset Management
Corporation and various
mutual funds within the
Guardian Fund Complex.
- --------------------------------------------------------------------------------
40
<PAGE>
Name Title Business History
JOSEPH D. SARGENT President, Chief President, Chief Executive
Executive Officer and Officer and Director, The
Director Guardian Life Insurance
Company of America 1/96 -
present; President 1/93 -
12/95; Executive Vice
President prior thereto;
Director 1/93-present.
Chairman of the Board of
Guardian Investor Services
Corporation and Guardian
Asset Management
Corporation and five
mutual funds within the
Guardian Fund Complex.
Director of Guardian
Baillie Gifford Limited.
JOHN M. SMITH Executive Vice President Executive Vice President,
and Director The Guardian Life
Insurance Company of
America 1/95 - present;
Senior Vice President,
Equity Products prior
thereto. President and
Director, Guardian
Investor Services
Corporation and Guardian
Asset Management
Corporation President, GBG
Funds, Inc.; Director,
Guardian Baillie Gifford
Limited.
DONALD P. SULLIVAN, JR. Vice President Second Vice President, The
Guardian Life Insurance
Company of America
1/95-present; Assistant
Vice President prior
thereto. Vice President of
Guardian Investor Services
Corporation.
WILLIAM C. WARREN Director Retired. Dean Emeritus,
Columbia Law School.
Former Chairman of the
Board, Sandoz, Inc.;
Director of The Guardian
Life Insurance Company of
America since 1/57 and
Director of Guardian
Investor Services
Corporation.
No officer or director of GIAC receives any compensation from the Account. No
separately allocable compensation has been paid by GIAC, or any of its
affiliates, to any person listed above for services rendered to the Account.
- --------------------------------------------------------------------------------
41
<PAGE>
- --------------------------------------------------------------------------------
OTHER INFORMATION
Rights Reserved by GIAC
GIAC reserves the right to make certain changes or take actions that it deems to
serve the best interests of its ___________ Life policyowners and their
beneficiaries, or which it deems appropriate to carry out the purposes of the
policy. GIAC will only exercise its reserved rights to the extent and in the
manner permitted by applicable laws. Also, when required by law, GIAC will
obtain approval of its changes or actions from appropriate regulatory
authorities and/or policyowners. Examples of the changes or actions that GIAC
may implement include:
o Operating the Separate Account in any form permitted under the 1940
Act, or in any other form permitted by law.
o Taking any action necessary to comply with or obtain and continue
any exemptions from the 1940 Act.
o Deregistering the Separate Account under the 1940 Act.
o Transferring assets in a Separate Account investment division to
another investment division, or to one or more separate accounts, or
to GIAC's general account.
o Adding, combining or removing investment divisions in the Separate
Account.
o Substituting, for the mutual fund shares held in any investment
division, the shares of another class issued by such mutual fund or
the shares of another investment company or any other investment
permitted by law.
o Adding to, eliminating or suspending the policyowner's ability to
allocate Net Premiums or transfer amounts to any Variable Investment
Option or the Fixed-Rate Option.
o Changing the way GIAC deducts or collects charges under a policy,
but without increasing the charges unless and to the extent
permitted by other provisions of the policy.
o Modifying the policy as necessary to ensure that it continues to
qualify as life insurance under the Internal Revenue Code.
o Making any other technical changes in the policy required to conform
it with any action permitted to be taken by GIAC.
GIAC will notify policyowners who have allocated Policy Account Values to a
Variable Investment Option if any action taken by GIAC results in a material
change in that Investment Option's investments. An affected policyowner who
objects to the change may request a transfer from such Variable Investment
Option to any of the other options offered under the policy, including the
Fixed-Rate Option, within 60 days of the postmark on the notice. GIAC will
effect the transfer as described under "Transfers," without charge.
Right to Cancel
A policyowner may cancel a policy by returning it and a written cancellation
notice to GIAC's Executive Office or the agent from whom it was purchased
within: 10 days after receiving it; or 45 days from the date Part 1 of the
completed application for the policy was signed; whichever is later. Any mailed
notice given by the policyowner or GIAC shall be effective when it is
postmarked. GIAC will promptly refund all policy premiums submitted before
cancellation, but may delay refunding amounts paid by check until the check has
cleared. Longer periods in which the policy may be cancelled may apply in
certain states for some or all ___________ Life policies issued there. Policies
issued in such states will state the applicable period. A policy that is
returned for cancellation under this provision will be void from the beginning.
The policyowner will also have a Right to Cancel for each Policy Segment.
Policyowner and Beneficiary
The policyowner is named in the application for a ___________ Life policy, but
can be changed from time to time. While the insured is living and subject to any
assignment shown on GIAC's records, only the policyowner named on GIAC's records
has the right to receive benefits or exercise the rights granted by the policy,
including the right to change the policyowner. See "Assignment." When the
policyowner dies, his or her estate becomes the policyowner, unless a successor
owner is named. Since the policyowner's rights terminate when the insured dies,
no successor owner is permitted when the insured and the policyowner are the
same person.
Joint policyowners are permitted. With the exception of transfer requests, all
requests for policy transactions and policy changes must be signed by all of the
joint owners named on GIAC's records. When a joint policyowner dies, the
surviving joint owner(s) succeed equally to the deceased owner's interest,
unless otherwise provided. The estate of the last surviving joint owner becomes
the policyowner on such owner's death, unless otherwise provided. The
beneficiary is named in the application for a ___________ Life policy, but can
be changed from time to time before the insured's death. Contingent and
concurrent beneficiaries are permitted. A beneficiary has no rights under a
policy until the insured dies. An individual must survive the insured to qualify
as a beneficiary, as specified in the policy. If no beneficiary survives the
insured, the policyowner (or his or her estate) is the beneficiary.
Any request to change the policyowner or beneficiary must be made in written
form satisfactory to GIAC, and must be signed and dated by the policyowner(s)
then named on GIAC's records. The change will be effective as of the date the
change request was signed. However, the change will not apply to any payments
made or actions taken by GIAC under the policy on or before the date the change
request is received at GIAC's Executive Office.
- --------------------------------------------------------------------------------
42
<PAGE>
Assignment
A ___________ Life policy may be assigned. However, GIAC will not be bound by an
assignment unless and until the original or a copy of the assignment (which has
been signed and dated by the assignor and the assignee and, as applicable, the
beneficiary(ies)) is received at its Executive Office. Assignments are subject
to all payments made or actions taken by GIAC on or before the date it receives
the assignment. GIAC is not responsible for determining the validity of any
assignment.
Unless otherwise provided, the assignee may exercise all rights granted by the
policy except:
o the right to change the owner or beneficiary;
o the right to elect a payment option; or
o the right to allocate or transfer amounts among the Variable
Investment Options and the Fixed-Rate Option.
Communications From GIAC
Shortly after each Policy Anniversary, GIAC will send the policyowner a
statement that shows the following information as of the most recent Policy
Anniversary: (1) the amount of death benefit provided by the then effective
death benefit option; (2) the allocation instructions for Net Premium payments;
(3) the Policy Account Value, Cash Surrender Value, and Net Cash Surrender
Value; (4) the amount of the Policy Account Value attributable to each of the
options offered under the policy; (5) the amount of Policy Premiums received,
and charges deducted, since the last annual statement; (6) transfers and partial
withdrawals effected since the last annual statement; (7) loans made and loan
repayments received since the last annual statement; (8) the outstanding Policy
Debt; and (9) the interest rate in effect for the Fixed-Rate Option. Also, twice
each year, policyowners will receive reports containing financial statements for
the Separate Account and the mutual funds. Of these, the annual report will
contain audited financial statements.
GIAC will send notices to confirm the receipt of policy premiums, transfers and
certain other policy transactions, or to request a premium or loan repayment to
prevent policy lapse.
Communications With GIAC
GIAC cannot act upon requests for policy transactions or changes, or credit
Policy Premiums and unscheduled payments, unless such items are received at the
Executive Office in a form that is acceptable to GIAC. All written
communications to GIAC must include the policy number, full name(s) of the
policyowner(s) and insured, and the policyowner's current address.
Also, policyowners can call 1-800-935-4128 during normal business hours, New
York City time, for information about policy values.
Special Provisions For Group or Sponsored Arrangements
Where permitted by state insurance laws, GIAC may permit policies to be
purchased under group or sponsored arrangements, as well as on an individual
basis. A "group arrangement" includes a program under which a trustee, employer
or similar entity purchases policies covering a group of individuals on a group
basis. Where required by law, all participants of group arrangements will be
individually underwritten. A "sponsored arrangement" includes a program under
which an employer permits group solicitation of its employees or an association
permits group solicitation of its members for the purchase of policies on an
individual basis.
The charges and deductions described elsewhere in this prospectus may be reduced
for policies issued in connection with group or sponsored arrangements. Such
arrangements may include the sale of policies without surrender charges and/or
with reduced or eliminated fees and charges to employees, officers, directors
and agents of Guardian Life and its subsidiaries and immediate family members of
the foregoing. GIAC will reduce the above charges and deductions in accordance
with its rules in effect as of the date an application for a policy is approved.
To qualify for such a reduction, a group or sponsored arrangement must satisfy
certain criteria as to, for example, size of the group, expected number of
participants and anticipated premium payments from the group. Generally, the
sales contacts and efforts, administrative costs and mortality cost per policy
vary based on such factors as the size of the group or sponsored arrangements,
the purposes for which policies are purchased and certain characteristics of its
members. The amount of reduction and the criteria for qualification will reflect
the reduced sales effort and administrative costs resulting from, and the
different mortality experience expected as a result of, sales to qualifying
groups and sponsored arrangements.
GIAC may modify from time to time, on a uniform basis, both the amounts of
reductions and the criteria for qualification. Reductions in these charges will
not be unfairly discriminatory against any person, including the affected
policyowners and all other policyowners funded by the Separate Account.
In addition, GIAC may permit groups and persons purchasing under a sponsored
arrangement to apply for simplified issue and multi-life underwriting.
Advertising Practices
Advertisements or sales materials for ___________ Life may refer to or reprint
all or portions of articles, or reports about variable life insurance generally
and ___________ Life specifically. In addition, information that appears in
financial, business or general interest publications may be referred to or
reprinted in ___________ Life's promotional materials. None of the contents of
these materials will be
- --------------------------------------------------------------------------------
43
<PAGE>
indicative of the future performance or results that may be obtained by
purchasers of the policy.
Advertisements and sales materials for ___________ Life may compare the
performance or independent ranking of one or more of the Variable Investment
Options or their corresponding mutual funds to: (1) other insurance company
separate accounts and the mutual funds offered through them; (2) other mutual
funds having similar investment objectives and policies; (3) relevant indices of
investment securities or of peer groups of funds; or (4) other investment
vehicles, including accounts or certificates that, unlike the policy, are
guaranteed by governmental entities. Such comparable information may be provided
by Lipper Analytical Services, Inc., Morningstar, Inc. and others.
Advertisements and sales materials about variable life insurance, ___________
Life, the Separate Account or the funds may feature an individual fund or
describe asset levels and sales volumes achieved by GIAC, GISC or others within
the financial services industry. References to personnel of the investment
advisers who have portfolio management responsibilities for the mutual funds
offered through the Separate Account and their investment styles may be
included.
The advertising and sales literature for the policy and the Separate Account may
refer to historical, current and prospective economic trends within the United
States and overseas. In addition, topics of general investor interest, including
college or retirement planning, reasons for investing and historical examples of
the performance of various types of securities or markets may be included.
Legal Proceedings
GIAC is not involved in any legal proceedings which would materially affect its
financial position or the Separate Account.
Legal Matters
The legal validity of the policy described in this prospectus has been passed
upon by Richard T. Potter, Jr., Vice President and Counsel of GIAC.
Registration Statement
This prospectus omits certain information contained in the registration
statement filed with the SEC on behalf of the Separate Account and relating to
the variable life insurance policy described in this prospectus. Copies of such
additional information may be obtained from the SEC's main office in Washington,
DC upon payment of the prescribed fee.
Financial and Actuarial Experts
The statutory balance sheets of GIAC as of December 31, 1996 and December 31,
1995 and the related statutory basis statement of operations, of changes in
common stock and of cash flows for the three years in the period ended December
31, 1996 that are included in this Prospectus have been so included in reliance
on the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing. Price Waterhouse
LLP is located at 1177 Avenue of the Americas, New York, New York 10036.
GIAC's statutory basis financial statements contained in this prospectus should
be considered only as bearing upon GIAC's ability to meet its obligations under
the ___________ Life policies. They should not be considered as bearing upon the
investment experience of the Separate Account's investment divisions.
Actuarial matters in this prospectus have been examined by Charles G. Fisher,
FSA, Vice President and Actuary of GIAC. His opinion on actuarial matters is
filed as an exhibit to the registration statement filed with the SEC.
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44
<PAGE>
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
BALANCE SHEETS
================================================================================
<TABLE>
<CAPTION>
December 31,
----------------------------------
1996 1995
---- ----
<S> <C> <C>
ADMITTED ASSETS
Investments:
Fixed maturities, principally at amortized cost
(market: 1996-- $491,271,164; 1995-- $415,119,363)................ $490,445,948 $ 405,213,799
Affiliated money market fund, at market, which approximates cost.... 2,755,672 2,633,939
Investment in subsidiary............................................ 7,746,643 7,604,442
Policy loans-- variable life insurance.............................. 68,143,068 63,842,200
Cash and short-term investments..................................... 17,825,039 17,983,654
Investment in joint venture......................................... 285,874 44,418
Accrued investment income receivable................................ 10,553,405 9,771,251
Due from parent and affiliates...................................... 6,507,913 2,982,854
Other assets........................................................ 12,173,268 9,932,726
Receivable from separate accounts................................... 11,606,587 3,543,010
Variable annuity and EISP/CIP separate account assets............... 5,248,159,777 4,174,493,377
Variable life separate account assets............................... 342,921,803 311,173,536
------------- -------------
TOTAL ADMITTED ASSETS............................................ $6,219,124,997 $5,009,219,206
============= =============
LIABILITIES
Policy liabilities and accruals:
Fixed deferred reserves........................................... $ 329,681,355 $ 300,059,252
Fixed immediate reserves.......................................... 5,874,894 4,966,569
Life reserves..................................................... 65,462,693 22,502,664
Minimum death benefit guarantees.................................. 1,257,777 1,171,951
Policy loan collateral fund reserve............................... 65,762,820 61,798,105
Accrued expenses, taxes & commissions.................................. 2,712,360 1,250,797
Due to parent and affiliates........................................... 15,304,638 16,072,198
Federal income taxes payable........................................... 4,743,447 636,681
Other liabilities...................................................... 30,079,434 13,295,087
Asset valuation reserve................................................ 15,121,269 9,341,353
Variable annuity and EISP/CIP separate account liabilities............. 5,193,574,218 4,129,376,222
Variable life separate account liabilities............................. 335,769,184 306,870,400
------------- -------------
TOTAL LIABILITIES................................................. 6,065,344,089 4,867,341,279
COMMON STOCK AND SURPLUS
Common Stock, $100 par value, 20,000 shares authorized, issued and
outstanding......................................................... 2,000,000 2,000,000
Additional paid-in surplus............................................. 137,398,292 137,398,292
Assigned and unassigned surplus........................................ 14,382,616 2,479,635
------------- -------------
153,780,908 141,877,927
------------- -------------
TOTAL LIABILITIES, COMMON STOCK AND SURPLUS...................... $6,219,124,997 $5,009,219,206
============= =============
</TABLE>
See notes to financial statements.
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45
<PAGE>
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF OPERATIONS
================================================================================
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Premiums and annuity considerations:
Variable annuity considerations .................... $ 731,792,764 $ 537,841,762 $ 533,763,975
Life insurance premiums and fixed
annuity considerations ........................... 44,874,269 73,938,212 71,289,987
Net investment income ................................ 42,366,902 36,293,598 27,909,606
Amortization of IMR .................................. 333,219 257,380 542,157
Net gain from operations from separate accounts ...... 8,860,462 -- --
Service fees ......................................... 58,774,486 46,560,286 35,858,692
Variable life-- cost of insurance .................... 4,844,028 4,232,564 3,828,702
Reserve adjustments on reinsurance ceded ............. 30,636,445 (32,192,749) 84,062,188
Commissions and expense allowances ................... 14,508,840 10,057,974 19,542,388
Other income ......................................... 2,535,356 1,127,526 819,726
------------- ------------- -------------
939,526,771 678,116,553 777,617,421
------------- ------------- -------------
BENEFITS AND EXPENSES:
Benefits:
Death benefits ..................................... 6,785,456 4,774,584 3,740,612
Annuity benefits ................................... 426,072,773 276,568,762 173,188,734
Surrender benefits ................................. 17,459,706 17,660,413 9,882,392
Increase in reserves ............................... 82,891,516 65,349,399 80,386,221
Net transfers to (from) separate accounts:
Variable annuity and EISP/CIP ...................... 323,093,897 252,772,988 448,425,833
Variable life ...................................... (10,417,095) (17,796,371) (8,822,426)
Commissions .......................................... 39,233,431 34,364,742 45,602,891
General insurance expenses ........................... 42,523,892 25,888,456 15,083,859
Taxes, licenses and fees ............................. 3,723,858 2,477,492 2,731,840
Reinsurance terminations ............................. (15,470,015) 11,002,701 3,517,681
------------- ------------- -------------
915,897,419 673,063,166 773,737,637
------------- ------------- -------------
INCOME BEFORE INCOME
TAXES AND REALIZED GAINS
FROM INVESTMENTS .............................. 23,629,352 5,053,387 3,879,784
Federal income taxes ................................. 3,941,460 439,667 601,468
------------- ------------- -------------
INCOME BEFORE REALIZED
GAINS FROM INVESTMENTS ........................ 19,687,892 4,613,720 3,278,316
Realized gains from investments, net of federal income
taxes, net of transfer to IMR ...................... 7,540 342,455 (2,232)
------------- ------------- -------------
NET INCOME ...................................... $ 19,695,432 $ 4,956,175 $ 3,276,084
============= ============= =============
</TABLE>
See notes to financial statements.
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46
<PAGE>
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF CHANGES IN COMMON STOCK AND SURPLUS
================================================================================
<TABLE>
<CAPTION>
Assigned and
Additional Unassigned Total
Common Paid-in Surplus Common Stock
Stock Surplus (Deficit) and Surplus
------ -------- -------- ------------
<S> <C> <C> <C> <C>
Balances at December 31, 1993................. $2,000,000 $137,398,292 ($983,630) $138,414,662
--------- ----------- ----------- -----------
Net income from operations.................... 3,276,084 3,276,084
Decrease in unrealized appreciation of
Company's investment in separate accounts,
net of applicable taxes.................... (527,471) (527,471)
Decrease in unrealized appreciation of
Company's investment in joint venture...... (255,163) (255,163)
Increase in unrealized appreciation of
Company's investment in subsidiary......... 24,034 24,034
Decrease in non-admitted assets............... 5,818 5,818
Disallowed interest maintenance reserve....... (1,124,268) (1,124,268)
Net increase in asset valuation reserve....... (2,233,163) (2,233,163)
--------- ----------- ----------- -----------
Balances at December 31, 1994................. 2,000,000 137,398,292 (1,817,759) 137,580,533
--------- ----------- ----------- -----------
Net income from operations.................... 4,956,175 4,956,175
Increase in unrealized appreciation of
Company's investment in separate accounts,
net of applicable taxes.................... 3,024,930 3,024,930
Decrease in unrealized appreciation of
Company's investment in joint venture...... (6,803) (6,803)
Increase in unrealized appreciation of
Company's investment in subsidiary......... 298,534 298,534
Increase in non-admitted assets............... (7,078) (7,078)
Disallowed interest maintenance reserve....... 143,080 143,080
Net increase in asset valuation reserve....... (4,111,444) (4,111,444)
--------- ----------- ----------- -----------
Balances at December 31, 1995................. 2,000,000 137,398,292 2,479,635 141,877,927
--------- ----------- ----------- -----------
Net income from operations.................... 19,695,433 19,695,433
Tax on prior years separate account
seed investment unrealized gains........... (104,732) (104,732)
Increase in unrealized appreciation of
Company's investment in joint venture...... 241,456 241,456
Increase in unrealized appreciation of
Company's investment in subsidiary......... 142,201 142,201
Decrease in unrealized appreciation of
Company's investment in other assets....... (9,384) (9,384)
Increase in non-admitted assets............... (80,815) (80,815)
Disallowed interest maintenance reserve....... (128,107) (128,107)
Surplus changes resulting from reinsurance.... (2,073,155) (2,073,155)
Net increase in asset valuation reserve....... (5,779,916) (5,779,916)
--------- ----------- ----------- -----------
Balances at December 31, 1996................. $2,000,000 $137,398,292 $14,382,616 $153,780,908
========== ============ =========== ============
</TABLE>
See notes to financial statements.
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47
<PAGE>
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF CASH FLOW
================================================================================
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from insurance activities:
Premiums, annuity considerations and deposit funds ... $ 780,710,735 $ 611,169,979 $ 600,336,507
Investment income .................................... 42,413,736 36,912,131 26,762,114
Commissions and expense allowances on
reinsurance ceded .................................. 37,315,301 (22,118,484) 104,767,754
Other income ......................................... 47,357,962 44,220,753 33,914,971
Life claims .......................................... (6,900,438) (4,420,866) (3,397,937)
Surrender benefits ................................... (2,774,865) (17,660,413) (9,882,392)
Annuity benefits ..................................... (424,511,908) (276,163,436) (173,227,230)
Commissions, other expenses
and taxes (excluding FIT) .......................... (78,968,214) (57,714,112) (63,448,237)
Net transfers to separate accounts ................... (307,856,562) (231,230,812) (435,548,833)
Federal income taxes (excluding tax on capital gains) 682,025 (1,557,444) (1,522,592)
Increase in policy loans ............................. (4,300,868) (4,522,280) (6,527,387)
Other operating expenses and sources ................. 2,077,342 (8,945,084) 2,428,502
------------- ------------- -------------
NET CASH PROVIDED BY INSURANCE
ACTIVITIES ....................................... 85,244,246 67,969,932 74,655,240
------------- ------------- -------------
Cash flows from investing activities:
Proceeds from dispositions of investment securities .. 224,692,954 63,122,215 149,529,893
Purchases of investment securities ................... (309,590,319) (118,543,796) (230,182,416)
Net proceeds from short-term investments ............. 0 0 0
Federal income tax on capital gains .................. (505,496) 992,810 (1,233,244)
------------- ------------- -------------
NET CASH USED IN INVESTING ACTIVITIES.............. (85,402,861) (54,428,771) (81,885,767)
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH .................... (158,615) 13,541,161 (7,230,527)
CASH AND SHORT-TERM INVESTMENTS,
BEGINNING OF YEAR ................................ 17,983,654 4,442,493 11,673,020
------------- ------------- -------------
CASH AND SHORT-TERM INVESTMENTS,
END OF YEAR ...................................... $ 17,825,039 $ 17,983,654 $ 4,442,493
============= ============= =============
</TABLE>
See notes to financial statements.
48
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
Note 1 -- Organization
Organization: The Guardian Insurance & Annuity Company, Inc. (GIAC or the
Company) is a wholly-owned subsidiary of The Guardian Life Insurance Company of
America (The Guardian). The Company is licensed to conduct life and health
insurance business in all fifty states and the District of Columbia. The
Company's primary business is the sale of variable deferred annuity contracts
and variable and term life insurance policies. For variable products other than
401(k) products, contracts are sold by insurance agents who are licensed by GIAC
and are either Registered Representatives of Guardian Investor Services
Corporation (GISC) or of broker-dealer firms which have entered into sales
agreements with GIAC and GISC. The Company's general agency distribution system
is used for the sale of other products and policies.
Guardian Investor Services Corporation is a wholly-owned subsidiary of the
Company. GISC is a registered broker-dealer under the Securities Exchange Act of
1934 and is a registered investment advisor under the Investment Advisor's Act
of 1940. GISC is the distributor and underwriter for GIAC's variable products,
and the investment advisor to certain mutual funds sponsored by GIAC which are
investment options for the variable products.
Insurance Separate Accounts: The Company has established twelve insurance
separate accounts primarily to support the variable annuity and life insurance
products it offers. The majority of the separate accounts are unit investment
trusts registered under the Investment Company Act of 1940. Proceeds from the
sale of variable products are invested through these separate accounts in
certain mutual funds specified by the contractholders. In addition, certain
variable annuity and variable life insurance contractholders may invest in The
Guardian Real Estate Account. Participating interests in the real estate account
are registered under the Securities Act of 1933. Of these separate accounts the
Company maintains two separate accounts whose sole purpose is to fund certain
employee benefit plans of The Guardian.
The assets and liabilities of the separate accounts are clearly identified
and distinct from the other assets and liabilities of the Company. The assets of
the separate accounts will not be charged with any liabilities arising out of
any other business of the Company. However, the obligations of the separate
accounts, including the promise to make annuity and death benefit payments,
remain obligations of the Company. Assets and liabilities of the separate
accounts are stated primarily at the market value of the underlying investments
and corresponding contractholders obligations.
Note 2 -- Summary of Significant Accounting Policies
Basis of presentation of financial statements: The financial statements
have been prepared on a comprehensive basis of accounting other than generally
accepted accounting principles that is prescribed or permitted by the Insurance
Department of the State of Delaware.
Prior to 1996, these policies were considered generally accepted accounting
principles ("GAAP") for mutual life insurance companies. However, in April,
1993, the Financial Accounting Standards Board issued Interpretation No. 40,
"Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises", which establishes a different definition of
GAAP for mutual life insurance companies. Under this interpretation, financial
statements of mutual life insurance companies for periods beginning after
December 15, 1995 which are prepared on the statutory basis of accounting are no
longer characterized as being in conformity with GAAP. Financial statements
prepared on a statutory basis vary from financial statements prepared on a GAAP
basis because: (1) the costs relating to acquiring business, principally
commissions and certain policy issue expenses, are charged to income in the year
incurred, whereas on a GAAP basis they would be recorded as assets and amortized
over the future periods to be benefited; (2) life insurance and annuity reserves
are based on statutory mortality and interest requirements, without
consideration of withdrawals, whereas on GAAP basis they are on anticipated
Company experience for lapses, mortality and investment yield; (3) life
insurance enterprises are required to establish a formula-based asset valuation
reserve (AVR) by a direct charge to surplus to offset potential investment
losses; under GAAP, provisions for investments are established as needed through
a charge to
- --------------------------------------------------------------------------------
49
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
income; (4) realized gains and losses resulting from changes in interest rates
on fixed income investments are deferred in the interest maintenance reserve
(IMR) and amortized into investment income over the remaining life of the
investment sold; for GAAP, such gains and losses are recognized in income at the
time of sale; (5) bonds are carried principally at amortized cost for statutory
reporting and at market value for GAAP; (6) annuity and certain insurance
premiums are recognized as premium income, whereas for GAAP they are recognized
as deposits; (7) deferred federal income taxes are not provided for temporary
differences between tax and book assets and liabilities as they are under GAAP;
(8) certain reinsurance transactions are accounted for as reinsurance for
statutory purposes and as financing transactions under GAAP, and assets and
liabilities are reported net of reinsurance for statutory purposes and gross of
reinsurance for GAAP.
The following reconciles the statutory net income of the Company as
reported to regulatory authorities to consolidated GAAP net income:
<TABLE>
<CAPTION>
For the Year Ended
1996 1995
---- ----
<S> <C> <C>
Statutory net income ................................ $ 19,695,432 $ 4,956,175
Adjustments to restate to the basis of GAAP:
Statutory net income of subsidiaries .............. 142,201 298,534
Capitalization of deferred policy acquisition costs 42,525,493 29,971,479
Deferred premiums ................................. 4,096,976 --
Re-estimation of future policy benefits ........... 30,086,231 659,225
Reinsurance ....................................... (36,696,036) 17,635,115
Deferred federal income tax expense ............... (13,074,280) (15,221,064)
Elimination of interest maintenance reserve ....... (333,219) (257,381)
Other, net ........................................ (6,094,192) (759,141)
------------- -------------
Consolidated GAAP net income ........................ $ 40,348,606 $ 37,282,942
============= =============
</TABLE>
The following reconciles the statutory capital and surplus of the Company
as reported to the regulatory authorities to consolidated GAAP stockholder's
equity:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1996 1995
---- ----
<S> <C> <C>
Statutory capital and surplus ....................... $ 153,780,908 $ 141,877,927
Add (deduct) cumulative effect of adjustments:
Deferred policy acquisition costs ................. 221,475,216 185,237,251
Elimination of asset valuation reserve ............ 15,121,269 9,341,353
Re-estimation of future policy benefits ........... (35,823,432) 5,870,371
Establishment of deferred federal income tax ...... (65,126,004) (53,923,759)
Other, net ........................................ 33,178,992 (2,451,817)
------------- -------------
Consolidated GAAP stockholder's equity .............. $ 322,606,949 $ 285,951,326
============= =============
</TABLE>
The preparation of financial statements of insurance enterprises requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements. As a provider of
life insurance and annuity products, GIAC's operating results in any given
period depend on estimates of policy reserves required to provide for future
policyholder benefits. The development of policy reserves for insurance and
investment contracts requires management to make estimates and assumptions
regarding mortality, morbidity, lapse, expense and investment experience. Such
estimates are primarily based on historical experience and, in many cases, state
insurance laws which require specific mortality, morbidity, and investment
assumptions to be used by the Company. Actual results could differ from those
estimates. Management monitors actual experience, and where circumstances
warrant, revises its assumptions and the related reserve estimates.
Valuation of investments: Investments in securities are recorded in
accordance with valuation
- --------------------------------------------------------------------------------
50
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
procedures established by the National Association of Insurance Commissioners
(NAIC). Unrealized gains and losses on investments carried at market are
recorded directly to unassigned surplus. Realized gains and losses on
disposition of investments are determined by the specific identification method.
Effective for 1996 financial statements, the NAIC requires and the Company has
recorded the net gain from the operations of the separate accounts in the
operations of the general account instead of surplus.
Bonds: Bonds are valued principally at amortized cost. Mortgage backed
bonds are carried at amortized cost using the interest method considering
anticipated prepayments at the date of purchase. Significant changes in future
anticipated cash flows from the original purchase assumptions are accounted for
using the retrospective adjustment method with PSA standard prepayment rates.
Investment in subsidiary: GIAC's investment in GISC is carried at equity in
GIAC's underlying net assets. Undistributed earnings or losses are reflected as
unrealized capital gains and losses directly in unassigned surplus. Dividends
received from GISC are recorded as investment income and amounted to $9,500,000
in 1996, $6,700,000 in 1995 and $4,900,000 in 1994.
Short-Term Investments: Short-term investments are stated at amortized cost
and consist primarily of investments having maturities at the date of purchase
of six months or less. Market values for such investments approximate carrying
value.
Loans on Policies: Loans on policies are stated at unpaid principal
balance. The carrying amount approximates fair value since loans on policies
have no defined maturity date and reduce the amount payable at death or at
surrender of the contract.
Investment Reserves: In compliance with regulatory requirements, the
Company maintains the Asset Valuation Reserve (AVR) and the Interest Maintenance
Reserve (IMR). The AVR is intended to stabilize policyholders' surplus against
market fluctuations in the value of equities and credit related declines in the
value of bonds. Changes in the AVR are recorded directly to unassigned surplus.
The IMR captures net after-tax realized capital gains which result from changes
in the overall level on interest rates for fixed income investments and
amortizes these net capital gains into income over the remaining stated life of
the investments sold. The Company uses the group method of calculating the IMR,
consistent with the prior year.
Contract and Policy Reserves: Fixed deferred reserves represent the fund
balance left to accumulate at interest under fixed annuity contracts that were
offered directly by the Company, a fixed rate option that is offered to variable
annuity contractowners and a single premium deferred annuity that is offered by
the Company. The fixed annuity contracts are no longer offered by the Company.
The estimated fair value of contractholder account balances within the
fixed deferred reserves has been determined to be equivalent to carrying value
as the current offering and renewal rates are set in response to current market
conditions and are only guaranteed for one year.
The interest rate credited on fixed annuity contracts included in fixed
deferred reserves for 1996 and 1995 was 5.75% and 5.75%, respectively. The
interest rates credited on the fixed rate option offered to certain variable
annuity contractowners ranged from 5.25% to 5.50% during 1996. For the fixed
rate option currently issued, the issue and renewal interest rates credited
varies from month to month and ranged from 5.0% to 5.25% in 1996. For single
premium deferred annuities the rates ranged from 5.0% to 5.75% in 1996. Fixed
immediate reserves are a liability within the general account for those
annuitants who have elected a fixed annuity payout option. The immediate
contract reserve is computed using the 1971 IAM Table and a 4% discount rate.
Minimum death benefit guarantees represent a reserve for term insurance to
support guaranteed insurance amounts on variable life policies in the event of
possible declines in separate account assets, assuming a 4% discount rate and
mortality consistent with the 1958 or 1980 CSO Table applicable in the pricing
of each policy.
The loan collateral fund reserve is the cash value of loaned variable life
policyowner account values.
- --------------------------------------------------------------------------------
51
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
The reserve is credited with interest at 4% per annum for single premium
variable life policyowners and 6.5% for annual pay variable life policyowners.
Non-admitted Assets: Certain assets designated as "non-admitted assets" in
accordance with rules and regulations of the Department of Insurance of the
State of Delaware are charged directly to unassigned surplus. At December 31,
1996 and 1995 non-admitted assets consisted of agents' balances and
miscellaneous receivables in the amounts of $123,785 and $84,575, respectively.
Acquisition Costs: Commissions and other costs incurred in acquiring new
business are charged to operations as incurred.
Premiums and Other Revenues: Premiums and annuity considerations are
recognized for funds received on variable life insurance and annuity products.
Corresponding transfers to/from separate accounts are included in the expenses.
Revenue also include service fees from the separate accounts consisting of
mortality and expense charges, annual administration fees, charges for the cost
of term insurance related to variable life policies and penalties for early
withdrawals. Services fees were not charged on separate account assets of $142.7
million and $117.7 million at December 31, 1996 and 1995, respectively, which
represent investments in The Guardian's employee benefit plans.
Federal Income Taxes: The provision for federal income taxes is based on
income from operations currently taxable, as well as accrued market discount on
bonds. Realized gains and losses are reported after adjustment for the
applicable federal income taxes. The taxable portion of unrealized appreciation
of the Company's separate account investments is also recorded.
Other: Certain reclassifications have been made in the amounts presented
for prior periods to conform those periods with the 1996 presentation.
Note 3 -- Federal Income Taxes
The Company's federal income tax return is consolidated with its parent,
The Guardian. The consolidated income tax liability is allocated among the
members of the group according to a tax sharing agreement. In accordance with
the tax sharing agreement between and among the parent and participating
subsidiaries, each member of the group computes its tax provision and liability
on a separate return basis, but may, where applicable, recognize benefits of net
operating losses and capital losses utilized in the consolidated group.
Estimated payments are made between the members of the group during the year.
A reconciliation of federal income tax expense, based on the prevailing
corporate income tax rate of 35% for 1996, 1995 and 1994 to the federal income
tax expense reflected in the accompanying financial statements is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Income tax at prevailing corporate income tax rates
applied to pretax statutory income ............. $ 8,270,274 $ 1,768,688 $ 1,357,924
Add (deduct) tax effect of:
Adjustment for annuity and other reserves ...... (1,478,476) 337,668 141,295
DAC Tax ........................................ 867,731 666,260 1,575,953
Dividend from subsidiary ....................... (3,325,000) (2,345,000) (1,715,000)
Other-- net .................................... (393,070) 12,051 (758,704)
----------- ----------- -----------
Federal income taxes .............................. $ 3,941,459 $ 439,667 $ 601,468
=========== =========== ===========
</TABLE>
The provision for federal income taxes includes deferred taxes in 1996,
1995 and 1994 of $353,051, $304,923 and $99,120, respectively, applicable to the
difference between the tax basis and the financial statement basis of recording
investment income relating to accrued market discount.
- --------------------------------------------------------------------------------
52
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
Note 4 -- Investments
The major categories of net investment income are summarized as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Fixed maturities ............................ $ 28,234,145 $ 25,795,915 $ 19,949,553
Affiliated money market funds ............... 121,733 130,729 84,083
Subsidiary .................................. 9,500,000 6,700,000 4,900,000
Policy loans ................................ 3,089,490 2,847,532 2,547,670
Short-term investments ...................... 1,259,730 1,181,215 622,391
Joint venture dividend ...................... 623,160 684,306 789,867
------------ ------------ ------------
42,828,258 37,339,697 28,893,564
Less: Investment expenses ................... 461,356 1,046,099 983,958
------------ ------------ ------------
Net investment income ....................... $ 42,366,902 $ 36,293,598 $ 27,909,606
============ ============ ============
</TABLE>
Net realized gains, less applicable federal income taxes and transfer to
IMR, are summarized as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Realized capital gains (losses) .......... $ 1,242,432 $ 1,323,447 $ (3,994,715)
------------ ------------ ------------
Federal income tax expense (benefit):
Current .................................. 829,610 622,821 (1,110,135)
Deferred ................................. (394,759) (42,290) (248,068)
------------ ------------ ------------
Total Federal income tax expense (benefit) 434,851 580,531 (1,358,203)
------------ ------------ ------------
Transfer to IMR ............................. 800,041 400,461 (2,634,280)
------------ ------------ ------------
Net realized gains (losses) ................. $ 7,540 $ 342,455 $ (2,232)
============ ============ ============
</TABLE>
The increase in unrealized appreciation (depreciation) on fixed maturity
securities for the years ended December 31, 1996, 1995 and 1994 was
$(9,080,348), $26,899,449 and $(23,246,030), respectively.
The market values of bonds are based on quoted prices as available. For
certain private placement debt securities where quoted market prices are not
available, fair value is estimated by management using adjusted market prices
for like securities.
The cost and estimated market values of investments by major investment
category at December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
December 31, 1996
-----------------------------------------------------------------
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations
of U.S. government corporations
and agencies......................... $133,436,167 $ 761,811 $ 435,887 $133,762,091
Obligations of states and political
subdivisions......................... 40,444,325 148,692 70,771 40,522,246
Debt securities issued by foreign
governments.......................... 3,491,091 -- 65,431 3,425,660
Corporate debt securities............... 313,074,365 2,279,414 1,792,612 313,561,167
Common stock of subsidiary.............. 9,398,292 -- 1,651,649 7,746,643
Affiliated mutual funds................. 2,755,672 -- -- 2,755,672
------------- ------------- ------------- ------------
$502,599,912 $ 3,189,917 $ 4,016,350 $501,773,479
============= ============= ============= ============
</TABLE>
- --------------------------------------------------------------------------------
53
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
<TABLE>
<CAPTION>
December 31, 1996
-----------------------------------------------------------------
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations
of U.S. government corporations
and agencies......................... $ 86,663,351 $ 2,599,555 $ -- $ 89,262,906
Obligations of states and political
subdivisions......................... 6,086,127 108,215 1,599 6,192,743
Debt securities issued by foreign
governments.......................... 8,061,711 537,479 -- 8,599,190
Corporate debt securities............... 304,402,610 7,379,558 717,644 311,064,524
Common stock of subsidiary.............. 9,398,292 -- 1,793,850 7,604,442
Affiliated mutual funds................. 2,633,939 -- -- 2,633,939
------------- ------------- ------------- ------------
$417,246,030 $ 10,624,807 $ 2,513,093 $425,357,744
============= ============= ============= ============
</TABLE>
At December 31, 1996, the amortized cost and estimated market value of debt
securities, by contractual maturity, is shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations.
Estimated
Amortized Market
Cost Value
------------ ------------
Due in one year or less ............................ $ 64,861,358 $ 65,045,326
Due after one year through five years .............. 286,602,923 287,118,976
Due after five years through ten years ............. 74,354,923 74,503,267
Due after ten years ................................ 25,247,736 25,461,329
------------ ------------
451,066,940 452,128,898
Sinking fund bonds
(including Collateralized Mortgage Obligations) . 39,379,008 39,142,266
------------ ------------
$490,445,948 $491,271,164
============ ============
During 1996, proceeds from sales of investments in debt securities were
$224,681,546 and gross gains of $2,029,373 and losses of $798,350 were realized
on these sales.
Note 5 -- Reinsurance Ceded
The Company enters into coinsurance, modified coinsurance and yearly
renewable term agreements with The Guardian and outside parties to provide for
reinsurance of selected variable annuity contracts and group life and individual
life policies. Under the terms of the modified coinsurance agreements, reserves
related to the reinsurance business and corresponding assets are held by the
Company. Accordingly, policy reserves include $767,937,702 and $355,264,470 at
December 31, 1996 and 1995, respectively, applicable to policies reinsured under
modified coinsurance agreements. The reinsurance contracts do not relieve the
Company of its primary obligation for policyowner benefits. Failure of
reinsurers to honor their obligations could result in losses to the Company.
- --------------------------------------------------------------------------------
54
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
The effect of these agreements on the components of the Company's gain from
operations in the accompanying statements of operations are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Premiums and deposits ................... ($83,250,212) ($41,212,253) ($157,953,149)
Net investment income ................... (61,779) -- --
Commission and expense allowances ....... 14,508,839 10,057,974 19,542,388
Reserve adjustments ..................... 30,636,445 (32,192,749) 84,062,188
Other income ............................ (25,000) -- --
------------ ------------ -------------
Revenues .............................. (38,191,707) (63,347,028) (54,348,573)
Policyholder benefits ................... (26,873,945) (57,577,405) (60,707,011)
Increase in aggregate reserves .......... (5,658,260) (11,909,990) (16,349,743)
Reinsurance terminations ................ (15,470,015) 11,002,701 3,517,681
General expenses ........................ (81,667) (48,640) --
------------ ------------ -------------
Deductions ............................ (48,083,887) (58,533,334) (73,539,073)
------------ ------------ -------------
Net income (loss) from reinsurance ceded $ 9,892,180 ($ 4,813,694) $ 19,190,500
============ ============ =============
</TABLE>
Note 6 -- Reinsurance Assumed
The Company has entered into various coinsurance agreements with
non-affiliated and affiliated companies. The Company assumes certain life and
disability income policies.
The effect of these agreements on the components of the Company's gain from
operations in the accompanying statements of operations are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Premiums and deposits ................... $ 41,133,358 $ 7,153,623 $ 21,245,974
Net investment income ................... 94,657 62,847 --
Other income ............................ 375,404 32,528 13,163
------------ ------------ -------------
Revenues .............................. 41,603,419 7,248,998 21,259,137
Policyholder benefits ................... 8,076,053 5,086,702 13,163
Increase in aggregate reserves .......... 31,556,908 (357,463) 21,192,811
Reinsurance expenses .................... (452,476) 1,451,058 8,503,485
Other expenses .......................... 551,319 54,043 --
------------ ------------ -------------
Deductions ............................ 39,731,804 6,234,340 29,709,459
------------ ------------ -------------
Net income (loss)from reinsurance assumed $ 1,871,615 $ 1,014,658 ($ 8,450,322)
============ ============ =============
</TABLE>
Note 7 -- Related Party Transactions
A major portion of the Company's business is produced by the registered
representatives of the Guardian Investor Services Corporation (GISC), a wholly
owned subsidiary of the Company. During 1996, 1995 and 1994, premium and annuity
considerations produced by GISC amounted to $528,353,595, $400,148,692 and
$482,872,000, respectively. The related commissions paid to GISC amounted to
$1,851,468, $1,409,708 and $1,709,799 for 1996, 1995 and 1994, respectively.
The Company is billed by The Guardian for all compensation and related
employee benefits for those employees of The Guardian who are engaged in the
Company's business and for the Company's use of The Guardian's centralized
services and agency force. The amounts charged for these services amounted to
$41,129,644 in 1996, $24,989,111 in 1995 and $14,055,494 in 1994, and, in the
opinion of management, were considered appropriate for the services rendered.
- --------------------------------------------------------------------------------
55
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
The Company has an investment in the Guardian Real Estate Account (GREA),
which was established in 1987 under Delaware Insurance law as an insurance
company separate account. GIAC has contributed capital to GREA from time to time
to provide funds for acquisitions and to preserve liquidity. At December 31,
1996 GIAC's investment amounts to $5,803,339 and maintains a 40% ownership of
GREA.
A significant portion of the Company's separate account assets are invested
in affiliated mutual funds. These funds consist of The Guardian Park Avenue
Fund, The Guardian Bond Fund, The Guardian Stock Fund, The Guardian Cash Fund,
The Guardian Baillie Gifford International Fund, The Guardian Asset Allocation
Fund, The Guardian Investment Quality Bond Fund and The Guardian Cash Management
Fund. Each of these funds has an investment advisory agreement with GISC, except
for The Guardian Baillie Gifford International Fund. The investments as of
December 31, 1996 and 1995 are as follows:
1996 1995
---- ----
The Guardian Park Avenue Fund ................... $ 251,812,050 $ 214,919,292
The Guardian Bond Fund .......................... 354,316,320 374,461,581
The Guardian Stock Fund ......................... 2,226,887,181 1,615,270,799
The Guardian Cash Fund .......................... 378,321,710 356,820,089
The Guardian Baillie Gifford International Fund . 19,720 --
The Guardian Asset Allocation Fund .............. 46,623 --
The Guardian Investment Quality Bond Fund ....... 9,385 --
The Guardian Cash Management Fund ............... 3,113,523 --
-------------- --------------
$3,214,526,512 $2,561,471,761
============== ==============
During November 1990, the Company entered into an agreement with Baillie
Gifford Overseas Ltd. to form a joint venture company - Guardian Baillie Gifford
Ltd. (GBG) - which is organized as a corporation in Scotland. GBG is registered
in both the United Kingdom and the United States to act as an investment advisor
for the Baillie Gifford International Fund (BGIF), the Baillie Gifford Emerging
Markets Fund (BGEMF) and the Guardian Baillie Gifford International Fund
(GBGIF). The Funds are offered in the U.S. as investment options under certain
variable annuity contracts and variable life policies. The amount of the
Company's separate account assets invested in the Funds as of December 31, 1996
and 1995 was $446,466,741 and $334,281,959, respectively.
The Company maintains an investment in an affiliated money market mutual
fund, The Guardian Cash Management Fund. At December 31, 1996 and 1995 this
amounted to $2,755,672 and $2,633,939, respectively.
Note 8 -- Separate Accounts
The following represents a reconciliation of net transfers from GIAC to the
separate accounts. Transfers are reported in the Summary of Operations of the
Separate Account Statement:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Transfers to separate accounts ......... $ 767,741,428 $ 582,715,569 $ 688,657,147
Transfers from separate accounts ....... (518,683,141) (398,531,802) (288,606,548)
------------- ------------- -------------
Net transfers to separate accounts ... 249,058,287 184,183,767 400,050,599
------------- ------------- -------------
Reconciling Adjustments:
Mortality & expense guarantees-- Annuity 54,119,656 41,474,872 31,629,838
Mortality & expense guarantees-- VLI ... 1,687,711 1,571,955 1,341,318
Administrative fees-- VA only .......... 2,967,120 3,513,459 2,752,950
Cost of collection-- VLI ............... 4,844,028 4,232,564 3,828,702
------------- ------------- -------------
Total adjustments .................... 63,618,515 50,792,850 39,552,808
------------- ------------- -------------
Transfers as reported in the Summary of
Operations of GIAC ................... $ 312,676,802 $ 234,976,617 $ 439,603,407
============= ============= =============
</TABLE>
- --------------------------------------------------------------------------------
56
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1996
Note 9 -- Annuity Actuarial Reserves and Deposit Liabilities
The following describes withdrawal characteristics of annuity actuarial
reserves and deposit liabilities:
<TABLE>
<CAPTION>
Year Ending 1996 Year Ending 1995
---------------------- ----------------------
Amount % Amount %
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal
with market value adjustment .... $ 44,480,214 10.22% $ 39,471,103 10.27%
total with adjustment or at
market value .................. 44,480,214 10.22 39,471,103 10.27
at book value without adjustment
(minimal or no charge or
adjustment) ................... 302,433,090 69.45 260,636,570 67.81
Not subject to discretionary
withdrawal .................... 88,546,538 20.33 84,263,477 21.92
------------ ------ ------------ ------
Total (gross) ..................... 435,459,842 100.00 384,371,150 100.00
Reinsurance ceded ................. 4,879 0.00 -- 0.00
------------ ------ ------------ ------
Total ............................. $435,454,963 100.00% $384,371,150 100.00%
============ ====== ============ ======
</TABLE>
This does not include $5,098,658,097 and $4,046,768,087 of non-guaranteed
annuity reserves held in separate accounts, and $2,927,130 and $1,500,869 at
December 31, 1996 and 1995, respectively, in annuity reserves being held as a
loan collateral fund for loans on certain annuity contracts.
- --------------------------------------------------------------------------------
57
<PAGE>
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
February 11, 1997
To the Board of Directors of
The Guardian Insurance & Annuity Company, Inc.
We have audited the accompanying balance sheets of The Guardian Insurance
& Annuity Company, Inc. as of December 31, 1996 and 1995, and the related
statements of operations, of changes in common stock and surplus and of cash
flows for the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 2, these financial statements were prepared in
conformity with accounting practices prescribed or permitted by insurance
regulatory authorities (statutory basis of accounting), which is a comprehensive
basis of accounting other than generally accepted accounting principles.
Accordingly, the financial statements are not intended to represent a
presentation in accordance with generally accepted accounting principles. The
effects on the financial statements of the variances between such practices and
generally accepted accounting principles are material and are described in Note
2.
In our report dated February 9, 1996, we expressed an opinion that the
1995 financial statements, prepared using accounting practices prescribed or
permitted by insurance regulatory authorities, were presented fairly, in all
material respects, in conformity with generally accepted accounting principles.
As described in Note 2 to these financial statements, pursuant to pronouncements
of the Financial Accounting Standards Board, financial statements of mutual life
insurance companies and their wholly owned stock insurance company subsidiaries
are no longer considered presentations in conformity with generally accepted
accounting principles. Accordingly, our present opinion on the presentation of
the 1995 financial statements, as presented herein, is different from that
expressed in our previous report.
In our opinion, the financial statements referred to above (1) do not
present fairly in conformity with generally accepted accounting principles, the
financial position of The Guardian Insurance & Annuity Company, Inc. at December
31, 1996 and 1995, or the results of its operations or its cash flows for the
three years in the period ended December 31, 1996, because of the effects of the
variances between the statutory basis of accounting and generally accepted
accounting principles, and (2) present fairly, in all material respects, its
financial position and the results of its operations and its cash flows, in
conformity with accounting practices prescribed or permitted by insurance
authorities.
- --------------------------------------------------------------------------------
58
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX A
ILLUSTRATIONS OF DEATH BENEFITS, POLICY ACCOUNT VALUES,
NET CASH SURRENDER VALUES AND ACCUMULATED POLICY PREMIUMS
The following tables illustrate how the Policies operate. Specifically, they
show how the death benefit, Net Cash Surrender Value and Policy Account Value
can vary over an extended period of time assuming hypothetical gross rates of
return (i.e., investment income and capital gains and losses, realized or
unrealized) for the Separate Account that are equal to constant after tax annual
rates of 0%, 6% and 12%. The tables are based on policies with Face Amounts of
$250,000 for male insureds at Ages 35 and 45. These insureds are assumed to be
in the preferred classification. Values are first given based on current charges
and then based on the policy's higher guaranteed charges. In addition, each
illustration is given first for a policy with an Option 1 death benefit and then
for a policy with an Option 2 death benefit. These illustrations may assist in
the comparison of death benefits, Net Cash Surrender Values and Policy Account
Values for Life policies with those under other variable life insurance
policies that may be issued by GIAC or other companies. Prospective policyowners
are advised, however, that it may not be advantageous to replace existing life
insurance coverage by purchasing a Life policy, particularly if the
decision to replace existing coverage is based primarily on a comparison of
policy illustrations.
Death benefits, Net Cash Surrender Values and Policy Account Values will be
different from the amounts shown if: (1) the actual gross rates of return
average 0%, 6% or 12%, but vary above and below the average over the period; and
(2) premiums are paid at other than annual intervals. Benefits and values will
also be affected by the policyowner's allocation of the Unloaned Policy Account
Value among the Variable Investment Options and the Fixed-Rate Option. If the
actual gross rate of return for all options averages 0%, 6% or 12%, but varies
above or below that average for individual options, allocation and transfer
decisions can have a significant impact on a policy's performance. Policy loans
and other policy transactions, such as partial withdrawals, will also affect
results, as will the insured's sex, smoker status and underwriting class.
Death benefits, Net Cash Surrender Values and Policy Account Values shown in the
tables reflect the fact that: (1) deductions have been made from premiums for
Premium Charges; and (2) Monthly Deductions are deducted from the Policy Account
Value on each Monthly Date. The Net Cash Surrender Values shown in the tables
reflect the fact that a surrender charge is deducted upon surrender, Face Amount
reduction or lapse during the first 15 policy years. The death benefits, Net
Cash Surrender Values and Policy Account Values also reflect a daily charge
assessed against the Separate Account for mortality and expense risks equivalent
to an annual charge of .90% of the average daily value of the assets in the
Separate Account attributable to the policies for the first 20 policy years and
.60% thereafter. See "Deductions and Charges." The amounts shown in the
illustrations also reflect an average of the investment advisory fees and
operating expenses incurred by the mutual funds, at an annual rate of % of the
average daily net assets of such funds. The average is based upon actual
expenses incurred during 1996 for all funds except The Guardian Small Cap Stock
Fund's expenses have been estimated since the fund was not available before
1997. The MFS Growth with Income Series' operating expenses for 1996 were capped
at 0.25% of average daily net assets of the series pursuant to the agreement
with the adviser. In the absence of this agreement, operating expenses of the
series, and the average investment advisory fees and expenses used in the
following illustrations would have been higher.
Taking account of the charges for mortality and expense risks in the Separate
Account and the average investment advisory fee and operating expenses of the
mutual funds, the gross annual rates of return of 0%, 6% and 12% correspond to
net investment experience at %, % and %, respectively, based on a mortality and
expense risks charge of .90% for the first 20 policy years and ___ %, ___%, and
___%, respectively, based on a mortality and expense risks charge of .60%
thereafter. See "Net Investment Factor."
The hypothetical rates of return shown in the tables do not reflect any tax
charges attributable to the Separate Account since no charges are currently
made. If any such charges are imposed in the future, the gross annual rate of
return would have to exceed the rates shown by an amount sufficient to cover the
tax charges, in order to produce the death benefits, Net Cash Surrender Values
and Policy Account Values illustrated. See "GIAC's Taxes."
The third column of each table shows the amount which would accumulate if an
amount equal to the Target Premium was invested to earn interest, after taxes,
of 5% per year, compounded annually. There can be no assurance that a
prospective policyowner would be able to earn this return.
GIAC will furnish upon request an illustration reflecting the proposed insured's
Age, sex, underwriting class and the Face Amount requested, but a premium-based
illustration must reflect GIAC's current minimum Face Amount requirement for
Life -- which is $100,000.
These illustrations will refer to "net outlay" as the cash flow into or out of
the policy. It is equal to the sum of all premiums and accrued loan interest
paid in cash and reduced by the proceeds of any policy loan or partial
withdrawal received in cash. For purposes of these illustrations "net outlay"
will be equal to Target Premium.
- --------------------------------------------------------------------------------
A-1
<PAGE>
Male Issue Age 35, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
Target Premium =
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Current Assuming Current Assuming Current
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-2
<PAGE>
Male Issue Age 35, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
Target Premium =
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Guaranteed Assuming Guaranteed Assuming Guaranteed
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-3
<PAGE>
Male Issue Age 35, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
Target Premiums =
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Current Assuming Current Assuming Current
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-4
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
Target Premium =
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Guaranteed Assuming Guaranteed Assuming Guaranteed
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
30
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-5
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
Target Premium =
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Current Assuming Current Assuming Current
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-6
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
Target Premium =
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Guaranteed Assuming Guaranteed Assuming Guaranteed
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-7
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
Target Premium =
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Current Assuming Current Assuming Current
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-8
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
Target Premium =
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Assuming Guaranteed Assuming Guaranteed Assuming Guaranteed
Charges and 0% Gross Return Charges and 6% Gross Return Charges and 12% Gross Return
Premiums ----------------------------- ----------------------------- -----------------------------
Accumulated Net Net Net
End of Age at 5% Policy Cash Net Policy Cash Net Policy Cash Net
Policy Beginning Net Interest Account Surrender Death Account Surrender Death Account Surrender Death
Year of Year Outlay Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ---- ------ ------ ------ ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
15
20
25
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS MADE BY
A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
A-9
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX B
INVESTMENT EXPERIENCE INFORMATION
This Appendix provides hypothetical illustrations of the Separate Account's and
the policy's investment experience based on the historical investment experience
of the mutual funds. It does not represent what may happen in the future. GIAC
began to offer the policies and the Separate Account commenced its operations
on . The mutual funds commenced their operations on the dates noted below:
Date
Operations
Fund Name Commenced
------------------- ----------
Guardian Stock Fund 4/13/83
Guardian Bond Fund 5/1/83
Guardian Cash Fund 11/10/81
Baillie Gifford
International Fund 2/8/91
Value Line Strategic Asset
Management Trust 10/1/87
Value Line Centurion Fund 11/15/83
MFS Growth with
Income Series 10/9/95
Even though the policies were not available when the mutual funds commenced
their operations, the illustrations are based on the actual investment
experience of the mutual funds since their respective inception dates. The
illustrations reflect deductions for each fund's expenses, as well as the
Separate Account's charge for mortality and expense risks, which is currently
deducted each day at an annual rate of .90% of the Separate Account's assets for
the first 20 policy years and .60% thereafter. The illustrations assume that
Planned Premiums were paid at the beginning of each policy year and that no
loans, partial withdrawals, transfers or other policyowner transactions were
made during the periods shown. The results for The Guardian Stock Fund and The
Guardian Bond Fund reflect the effects of expense reimbursements which occurred
during the years ended December 31, 1984 and 1985. The results for MFSGrowth
with Income Series reflect the effects of expense reimbursements during the
years ended December 31, 1995 and 1996. Without these expense reimbursements,
the results for these funds would be lower. The Guardian Small Cap Stock Fund
has not been included since it began operations in 1997.
Separate Account Investment Experiences
The policies are supported by the Separate Account which invests in the mutual
funds. The investment experience of the corresponding Variable Investment
Options chosen by a policyowner will affect the values and benefits of his or
her policy.
Many factors in addition to investment experience will affect the actual values
and benefits of a Policy. For instance, a policyowner's actual investment
experience will reflect the charges deducted from premiums, and the Monthly
deductions or any transaction deductions from the Policy Account Value
associated with his or her policy. To the extent applicable to the situations
covered by the following illustrations, the results shown in the illustrations
reflect that GIAC reduces the premiums and Policy Account Value to pay charges
and deductions. See "Deductions and Charges."
Net Rates of Return
The "Annual Net Rate of Return" is the effective earnings rate at which the
Variable Investment Options would have increased or decreased over each one year
period, based on the investment experience of their corresponding mutual funds.
The rate is calculated by taking the difference between the ending unit values
and beginning unit values and dividing the result by the beginning unit values.
See "Amounts in the Separate Account" and "Net Investment Factor."
The "Effective Annual Net Rate of Return" since inception is the annualized
effective interest rate at which the Variable Investment Options would have
increased or decreased since the inception dates of their corresponding mutual
funds based on the funds' investment experience. For each Variable Investment
Option, the rate is calculated by taking the difference between the option's
ending unit value and the unit value on the date of its corresponding fund's
inception and dividing the result by the inception date's unit value. This
result is the total net rate of return since inception ("Total Re turn"). The
effective annual net rate of return is the rate which, if compounded annually,
would equal the Total Return since Inception.
Policy Performance
Option 1 Death Benefit
The first series of examples provided assumes that a policy with an Option 1
death benefit was issued for a male nonsmoker preferred risk at Age 35 with a
$250,000 Face Amount and annual Target Premium of $ . Each example in this
series also assumes that 100% of the Policy Account Value is allocated to a
single Variable Investment Option. For this reason, it is further assumed that
the Policy Date for each example was the inception date for the applicable
option's corresponding mutual fund (see above). Thus, the due date for each
annually paid Target Premium is that same date each year. The second series of
examples assumes an Option 1 policy was issued for a male nonsmoker preferred
risk at Age 45 with a $250,000 Face Amount and annual Target Premiums of $
under the same additional circumstances as the first series of examples. These
illustrations of policy performance reflect all charges applicable to the
policy, including cost of insurance charges based on GIAC's current rates for
the subject insured.
Option 2 Death Benefit
The first series of examples provided assumes that a policy with an Option 2
death benefit was issued for a male nonsmoker preferred risk at Age 35 with a
$250,000 Face Amount and annual Target Premium of $ . Each example in this
series also assumes that 100% of the Policy Account Value is allocated to a
single Variable Investment Option. For this reason, it is further assumed that
the Policy Date for each example was the inception date for the applicable
option's corresponding mutual fund (see above). Thus, the due date for each
annually paid Target Premium is that same date each year. The second series of
examples assumes an Option 2 policy was issued for a male nonsmoker preferred
risk at Age 45 with a $250,000 Face Amount and annual Target Premiums of $3,515
under the same additional circumstances as the first series of examples. These
illustrations of policy performance reflect all charges applicable to the
policy, including cost of insurance charges based on GIAC's current rates for
the subject insured.
- --------------------------------------------------------------------------------
B-1
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
THE GUARDIAN STOCK FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
04/13/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
THE GUARDIAN BOND FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
05/01/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
- --------------------------------------------------------------------------------
B-2
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
VALUE LINE CENTURION FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
11/15/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
BAILLIE GIFFORD INTERNATIONAL FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
02/08/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
MFS GROWTH WITH INCOME SERIES
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/09/95 12/31/95
01/01/96 12/31/96
</TABLE>
- --------------------------------------------------------------------------------
B-3
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
THE GUARDIAN STOCK FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
04/13/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 255,049
01/01/94 12/31/94 252,873
01/01/95 12/31/95 265,988
01/01/96 12/31/96 279,784
</TABLE>
THE GUARDIAN BOND FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
05/01/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,00
</TABLE>
- --------------------------------------------------------------------------------
B-4
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
VALUE LINE CENTURION FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
11/15/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,00
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,996
01/01/94 12/31/94 250,000
01/01/95 12/31/95 261,444
01/01/96 12/31/96 268,603
</TABLE>
BAILLIE GIFFORD INTERNATIONAL FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
02/08/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
MFS GROWTH WITH INCOME SERIES
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/09/95 12/31/95
01/01/96 12/31/96
</TABLE>
- --------------------------------------------------------------------------------
B-5
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
THE GUARDIAN STOCK FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
04/13/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
THE GUARDIAN BOND FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
05/01/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
- --------------------------------------------------------------------------------
B-6
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
THE VALUE LINE CENTURION FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
11/15/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
BAILLIE GIFFORD INTERNATIONAL FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
02/08/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
MFS GROWTH WITH INCOME SERIES
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/09/95 12/31/95
01/01/96 12/31/96
</TABLE>
- --------------------------------------------------------------------------------
B-7
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
THE GUARDIAN STOCK FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
04/13/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,831
01/01/92 12/31/92 257,497
01/01/93 12/31/93 266,060
01/01/94 12/31/94 263,072
01/01/95 12/31/95 283,146
01/01/96 12/31/96 304,185
</TABLE>
THE GUARDIAN BOND FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
05/01/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,296
01/01/96 12/31/96 254,595
</TABLE>
- --------------------------------------------------------------------------------
B-8
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
VALUE LINE CENTURION FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
11/15/83 12/31/83 250,000
01/01/84 12/31/84 250,000
01/01/85 12/31/85 250,000
01/01/86 12/31/86 250,000
01/01/87 12/31/87 250,000
01/01/88 12/31/88 250,000
01/01/89 12/31/89 250,000
01/01/90 12/31/90 250,000
01/01/91 12/31/91 256,425
01/01/92 12/31/92 257,126
01/01/93 12/31/93 259,712
01/01/94 12/31/94 256,579
01/01/95 12/31/95 276,181
01/01/96 12/31/96 287,102
</TABLE>
BAILLIE GIFFORD INTERNATIONAL FUND
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
02/08/91 12/31/91 250,000
01/01/92 12/31/92 250,000
01/01/93 12/31/93 250,000
01/01/94 12/31/94 250,000
01/01/95 12/31/95 250,000
01/01/96 12/31/96 250,000
</TABLE>
MFS GROWTH WITH INCOME SERIES
<TABLE>
<CAPTION>
Effective
Total Annual Net Cash Policy
Beginning Ending Premiums Net Rate Surrender Account Death
Date Date Paid of Return Value Value Benefit
- ---- ---- ---- --------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
10/09/95 12/31/95
01/01/96 12/31/96
</TABLE>
- --------------------------------------------------------------------------------
B-9
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX C
LONG TERM MARKET TRENDS
This Appendix provides information about the historical returns on different
types of securities. This information is intended to help to provide a
perspective on the potential risks and rewards of investing in selected types of
securities over different periods of time. Together with an assessment of a
policyowner's financial goals, risk tolerance, time horizon and personal
expectations about investment performance, this information may be used to guide
allocation and transfer decisions. However, none of the historical returns
provided here are directly related to the performance of the Variable Investment
Options under a policy, and none of the mutual funds offered through the
Separate Account are managed to match the performance of unmanaged indices or
groups of securities. Most importantly, past performance does not assure future
results.
The source for the historical returns presented here is Stocks, Bonds, Bills and
Inflation (SBBI) 1997 Yearbook(TM), Ibbotson Associates, Chicago (Annually
updates work by Roger G. Ibbotson and Rex A. Sinquefield.) Used with permission.
All rights reserved. Ibbotson classifies securities as Large Company Stocks,
Small Company Stocks, Long-term Corporate Bonds, Long-term Government Bonds,
Intermediate-term Government Bonds and U.S. Treasury Bills. Inflation, as
measured by the Consumer Price Index for All Urban Consumers (CPI-U), is shown
for comparative purposes.
The returns reported by SBBI assume that dividends, capital gains and interest
are reinvested over time. The SBBI data do not reflect the effects of charges
associated with a Park Avenue Life policy. That information is discussed under
the prospectus heading "Deductions and Charges." It is imporant to remember that
although the policy's charges will reduce a policyowner's returns, they permit
GIAC to provide the benefits to policyowners and beneficiaries.
AVERAGE ANNUAL HISTORICAL RETURNS FOR CERTAIN TYPES OF SECURITIES
The following data indicate that, historically, the long-term investment
performance of common stocks has been positive and generally superior to that of
other types of securities.
Annual Returns By Ibbotson Asset Class*
1926 to 1996
[Bar Graph Omitted]
Average
Annual Returns
Ibbotson Asset Classes* 1926-1996
-------------------- ---------
A Large Company Stocks 10.7%
B Small Company Stocks 12.6%
C Long-Term Corporate Bonds 5.6%
D Long-Term Government Bonds 5.1%
E Intermediate-Term Government Bonds 5.2%
F US Treasury Bills 3.7%
G Inflation 3.1%
However, common stocks have also been subject to more dramatic changes in value
from year to year than other types of securities. The following bar chart shows
the ranges from highest to lowest of specific annual returns for each Ibbotson
Asset Class during the years 1926 through 1996. The accompanying table
identifies the returns for the best and worst years for each Ibbotson Asset
Class over the same span of time.
Range of Returns
By Ibbotson Asset Class
One Year Holding Periods
1926-1996
[Bar Graph Omitted]
One Year Returns
Ibbotson Asset Classes* Maximum Value Minimum Value
----------------------- ------------- -------------
A Large Company Stocks 53.99% (1933) -43.34% (1931)
B Small Company Stocks 142.87% (1933) -58.01% (1937)
C Long-Term Corporate Bonds 42.56% (1982) -8.09% (1969)
D Long-Term Government
Bonds 40.36% (1982) -9.18% (1967)
E Intermediate-Term
Government Bonds 29.10% (1982) -5.14% (1994)
F US Treasury Bills 14.71% (1981) -0.02% (1938)
G Inflation 18.16% (1946) -10.30% (1932)
- --------------------------------------------------------------------------------
C-1
<PAGE>
In 45 of the 71 one year holding periods charted by Ibbotson Associates for the
period 1926 through 1996, common stocks provided the highest returns of all
Asset Classes. Conversely, common stocks also experienced the highest number of
one year periods when losses occurred; 21 out of 71 periods for Small Company
Stocks and 20 out of 71 periods for Large Company Stocks.
A) Large Company Stock returns -- Represented by the Standard and Poor's 500
Stock Composite Index (S&P500).
B) Small Company Stock returns -- Represented by the fifth capitalization
quintile of stocks on the New York Stock Exchange for 1926-1981 and the
performance of the Dimensional Fund Advisors (DFA) Small Company Fund
thereafter.
C) Long-term Corporate Bond returns --Represented by the Salomon Brothers
long-term, high grade corporate bond total return index.
D) Long-term Government Bond returns -- Measured using a one-bond portfolio with
maturity near 20 years.
E) Intermediate-term Government Bond returns -- Measured using a one-bond
portfolio with a maturity near 5 years.
F) U.S. Treasury Bill returns -- Measured by rolling over each month a one-bill
portfolio containing, at the beginning of each month, the bill having the
shortest maturity not less than one month.
LENGTHENING THE HOLDING PERIOD TO REDUCE THE IMPACT OF SHORT-TERM VOLATILITY
The following bar chart shows the ranges from highest to lowest of the average
annual returns for each Ibbotson Asset Class during the 62 overlapping 10-year
periods within the years 1926 through 1996 (i.e., 1926-1935, 1927-1936 and so on
through 1987-1996). The accompanying table identifies the returns for the best
and worst 10-year periods for each Ibbotson Asset Class within the years 1926
through 1996.
Range of Returns
By Ibbotson Asset Class
62 Overlapping Ten Year Holding Periods
1926-1996
[Bar Graph Omitted]
Ten Year Average Annual Returns
Ibbotson Asset Classes Maximum Value Minimum Value
---------------------- ------------- -------------
A Large Company Stocks 20.06% (1949-58) -0.89% (1929-38)
B Small Company Stocks 30.38% (1975-84) -5.70% (1929-38)
C Long-Term Corporate Bonds 16.32% (1982-91) 0.98% (1947-56)
D Long-Term Government
Bonds 15.56% (1982-91) -0.07% (1950-59)
E Intermediate-Term
Government Bonds 13.13% (1982-91) 1.25% (1947-56)
F US Treasury Bills 9.17% (1978-87) 0.15% (1933-42)*
G Inflation 8.67% (1973-82) -2.57% (1926-35)
* Also (1934-43)
In 52 of the 62 10-year holding periods charted by Ibbotson Associates, common
stocks provided the highest returns of all Asset Classes, but also experienced
the highest number of 10-year periods when losses occurred; 2 out of 62 periods
for each of Small Company Stocks and Large Company Stocks. However, compared to
the results for one-year periods, volatility was reduced as the holding period
lengthened.
When the holding period is lengthened to twenty years (see next page), common
stocks provided the highest returns of all Asset Classes in all 52 of the
overlapping 20 year periods within the years 1926 through 1996, and volatility
was reduced even further. Moreover, none of the Ibbotson Asset Classes realized
negative returns during the 52 periods.
- --------------------------------------------------------------------------------
C-2
<PAGE>
Range of Returns
By Ibbotson Asset Class
52 Overlapping Twenty Year Holding Periods
1926-1996
[Bar Graph Omitted]
Twenty Year Average Annual Returns
Ibbotson Asset Classes Maximum Value Minimum Value
---------------------- ------------- -------------
A Large Company Stocks 16.86% (1942-61) 3.11% (1929-48)
B Small Company Stocks 21.13% (1942-61) 5.74% (1929-48)
C Long-Term Corporate Bonds 10.58% (1976-95) 1.34% (1950-69)
D Long-Term Government
Bonds 10.45% (1976-95) 0.69% (1950-69)
E Intermediate-Term
Government Bonds 9.85% (1974-93) 1.58% (1940-59)
F US Treasury Bills 7.72% (1972-91) 0.42% (1931-50)
G Inflation 6.36% (1966-85) 0.07% (1926-45)
Overall, the SBBI data show that, historically, the longer that a portfolio of
common stocks was held, the more likely it became that results would be positive
and superior to those for the other Asset Classes. The data also show that when
the holding period was shorter, the chance of loss was more likely for all Asset
Classes, but particularly for common stocks. These trends indicate that it may
be advantageous for a policyowner who hopes to achieve long-term positive
returns within a Park Avenue Life policy to keep the policy in force, and select
Variable Investment Options which are consistent with future goals.
STOCKS AND BONDS VERSUS INFLATION
The SBBI data also show that common stock returns have outpaced inflation in
each of the 52 overlapping 20-year periods within the years 1926 through 1996.
While the returns on the three Asset Classes of bonds demonstrated less
volatility over time, they have not always kept pace with inflation. The
following graphs depict these comparisons.
Comparison: Stocks and Bonds Versus Inflation
For Ibbotson Asset Classes
[Bar Graph Omitted]
- --------------------------------------------------------------------------------
C-3
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX D
USES OF LIFE INSURANCE
The following are examples of ways in which the policy can be used to address
certain financial objectives, bearing in mind that variable life insurance is
not a short-term investment and that its primary purpose is to provide benefits
upon the death of the insured.
Family Income Protection
Life insurance may be purchased on the lives of a family's income earners to
provide a death benefit to cover final expenses, and continue the current income
to the family. The amount of insurance purchase should be an amount which will
provide a death benefit that when invested outside the policy at a reasonable
interest rate, will generate enough money to replace the insured's income.
Estate Protection
Life insurance may be purchased by a trust on the life of a person whose estate
will incur federal estate taxes upon his or her death. The amount of insurance
purchased should equal the amount of the estimated estate tax liability. Upon
the insured's death, the trustee could make the death proceeds available to the
estate for the payment of estate taxes.
Education Funding
Life insurance may be purchased on the life of the parent(s) or primary person
funding an education. The amount of insurance purchased should equal the total
education cost projected at a reasonable inflation rate.
In the event of the insured's death, the guaranteed death benefit is available
to help pay the education costs. If the insured lives through the education
years, the cash value accumulations may be accessed to help offset the remaining
education costs. Any policy loans or partial withdrawals will reduce the
policy's death benefit and may have tax consequences.
Mortgage Protection
Life insurance may be purchased on the life of the person(s) responsible for
making mortgage payments. The amount of insurance purchased should equal the
mortgage amount. In the event of the insured's death, the guaranteed death
benefit can be used to offset the remaining mortgage balance.
During the insured's lifetime, the cash value accumulations may be accessed late
in the mortgage term to help make the remaining mortgage payments. Any policy
loans or partial withdrawals will reduce the policy's death benefit and may have
tax consequences.
Key Person Protection
Life insurance may be purchased by a business on the life of a key person in an
amount equal to a key person's value, considering salary, benefits, and
contribution to business profits. Upon the key person's death, the business can
use the death benefit to ease the interruption of business operations and/or to
provide a replacement fund for hiring a new executive.
Business Continuation Protection
Life insurance may be purchased on the life of each business owner in an amount
equal to the value of each owner's business interest. In the event of death, the
guaranteed death benefit may provide the funds needed to carry out the purchase
of the deceased's business interest by the business, or surviving owners, from
the deceased owner's heirs.
Retirement Income
Life insurance may be purchased on the life of a family income earner during his
or her working life. If the insured lives to retirement, the cash value
accumulations may be accessed to provide retirement payments. In the event of
the insured's death, the proceeds may be used to provide retirement income to
his or her spouse. Any policy loans or partial withdrawals will reduce the
policy's death benefit and may have tax consequences.
Deferred Compensation Plans
Life insurance may be purchased to fund a Deferred Compensation Plan, or
Selective Incentive Plan, for key employees. A Deferred Compensation Plan, or
Selective Incentive Plan, is a written agreement between an employer and an
executive. The employer makes an unsecured promise to make future benefit
payments to a key executive if the executive meets certain stated requirements.
Under this type of plan, a company purchases a cash value life insurance policy
insuring an executive's life to (1) informally fund the promised benefits and
(2) recover its plan costs at the death of the executive. The policy cash values
may be used to help pay the promised benefits to the executive. In the event
that the executive dies prior to retirement, the policy death benefits can be
used to fund survivor benefits.
Split Dollar Plans
Life insurance may be purchased by an employer on the life of an employee under
a Split Dollar Plan. In a Split Dollar Plan, the employer advances the executive
the premium on a life insurance policy. Both the employer
- --------------------------------------------------------------------------------
D-1
<PAGE>
and the executive share the cash value and death benefit under the policy.
Generally, the employer has rights to the cash value and death benefit equal to
its advances. The balance of the cash value and death benefit belong to the
executive.
The executive receives an economic benefit for which he or she must contribute
into the plan or pay income tax. The economic benefit is equal to the term value
of the death benefit assuming taxation under IRS Revenue Rulings and IRC Section
72. Different results are possible if these or other code sections are applied
or amended.
Executive Bonus Plans
Life Insurance may be purchased by an employee with funds provided by his or her
employer for that purpose. An Executive Bonus plan involves an employer
providing an executive with additional compensation to enable the executive to
pay premiums on a life insurance policy. The bonus is tax deductible by the
employer and received as taxable income by the executive.
* * * *
Because the policy provides a death benefit and cash surrender value, the policy
can be used for various individual and business planning purposes. Purchasing
the policy in part for such purposes entails certain risks, particularly if the
policy's cash surrender value, as opposed to its death benefit, will be the
principal policy feature used for such planning purposes. If policy premiums are
not paid, the investment performance of the Variable Investment Options to which
Policy Account Value is allocated is poorer than anticipated, or insufficient
cash surrender value is maintained, then the policy may lapse or may not
accumulate sufficient values to fund the purpose for which the policy was
purchased. Because the policy is designed to provide benefits on a long-term
basis, before purchasing a policy for a specialized purpose, a purchaser should
consider whether the long-term nature of the policy is consistent with the
purpose for which it is being considered. (See "Tax Effects.")
Policyowners are urged to consult competent tax advisors about the possible tax
consequences of pre-death distributions from any life insurance policy,
including Life.
- --------------------------------------------------------------------------------
D-2
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX E
Additional benefits are available by riders to the policy. Riders are issued
subject to GIAC's standards for classifying risks. GIAC charges premiums for
additional benefit riders. These premium amounts are deducted monthly from
Policy Account Value. The benefits provided by the riders are fully described in
the riders and summarized here. These riders may not be available in all states.
Level Target Death Benefit term rider - this rider provides term insurance
coverage to the insured's Age 100 (Age 80 in New Jersey and New York). Coverage
under this rider generally has a lower cost of insurance, but has no cash value
associated with it.
By adding a Level Target Death Benefit term rider to a _________Life policy, a
policyowner can increase the insurance coverage provided by the entire contract.
Generally term insurance is intended to fill a temporary insurance need. Term
insurance is generally more economical for short periods, while permanent
insurance is generally more economical over longer periods. If a policyowner has
a short-term need for more insurance protection, it may be in his or her
interest to supplement a _________Life policy with a Level Target Death Benefit
term rider. When the need abates, the rider can be terminated without triggering
surrender charges, which are imposed when the policy's coverage is reduced
during the first 15 policy years. See "Reducing the Face Amount" and "Deductions
and Charges."
Waiver of Monthly Deductions rider - this rider provides for the waiver of the
Monthly Deductions while the insured is totally disabled as defined in the
rider. Age limits apply to this rider.
Guaranteed Coverage rider ("GCR") - this rider, available with Death Benefit
Option 1 only, guarantees that the policy will remain in force even if Net Cash
Surrender Value is less than current Monthly Deductions, provided the GCR
requirement, as described in the rider, is met.
Disability Benefit rider - this rider provides for crediting the Policy Account
Value with an amount equal to the Specified Premium, as defined in the rider,
while the insured is totally disabled, as defined in the rider.
Accidental Death Benefit rider - this rider provides additional insurance
coverage if the insured's death results from accidental bodily injury on or
before his or her 75th birthday. The maximum coverage under this rider is
$500,000.
Guaranteed Insurability Option rider - this rider provides the policyowner the
right to increase the Face Amount of insurance coverage on the insured's life
without evidence of insurability on the Policy Anniversaries nearest certain
birthdays of the insured (the "Option Dates") or within specified time periods
of qualifying life events ("Alternate Option Dates") subject to the conditions
in the rider.
GIAC may from time to time discontinue the availability of one or more of these
riders, or make other riders available. GIAC agents can provide information
about the current availability of particular riders.
- --------------------------------------------------------------------------------
E-1
<PAGE>
- --------------------------------------------------------------------------------
Appendix F:
First Year Surrender Charge Rates per $1,000 of Face Amount
<TABLE>
<CAPTION>
Male Female Unisex
---------------------------- ----------------------------- --------------------------
Preferred Preferred Preferred
Age Plus Preferred Standard Plus Preferred Standard Plus Preferred Standard
----- ------- --------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 6.00 4.65 6.00
1 4.50 4.50 4.50
2 4.50 4.50 4.50
3 4.50 4.50 4.50
4 4.50 4.50 4.50
5 4.59 4.50 4.50
6 4.76 4.50 4.62
7 4.94 4.50 4.79
8 5.12 4.50 4.97
9 5.31 4.50 5.16
10 5.52 4.50 5.36
11 5.73 4.52 5.57
12 5.96 4.68 5.78
13 6.20 4.86 6.00
14 6.44 5.04 6.24
15 6.68 5.22 6.48
16 6.93 5.42 6.72
17 7.19 5.61 6.96
18 7.44 5.84 7.22
19 7.70 6.05 7.47
20 6.66 7.97 10.76 5.40 6.29 8.31 6.48 7.73 10.49
21 6.90 8.25 11.15 5.61 6.53 8.64 6.72 8.01 10.80
22 7.17 8.57 11.57 5.84 6.80 8.99 6.98 8.31 11.21
23 7.44 8.90 11.99 6.06 7.07 9.36 7.25 8.64 11.63
24 7.73 9.24 12.45 6.32 7.37 9.75 7.52 8.97 12.08
25 8.03 9.60 12.93 6.57 7.67 10.17 7.82 9.33 12.56
26 8.53 10.22 13.75 7.00 8.18 10.85 8.32 9.93 13.35
27 9.09 10.88 14.65 7.46 8.71 11.59 8.85 10.58 14.22
28 9.66 11.59 15.60 7.94 9.29 12.36 9.42 11.27 15.15
29 10.30 12.35 16.61 8.46 9.92 13.20 10.04 12.00 16.15
30 10.95 13.15 17.70 9.01 10.57 14.09 10.69 12.80 17.22
31 11.66 14.02 18.90 9.61 11.27 15.05 11.37 13.63 18.37
32 12.42 14.94 20.15 10.23 12.01 16.05 12.11 14.54 19.60
33 13.23 15.93 21.50 10.89 12.80 17.14 12.91 15.49 20.92
34 14.08 16.97 22.96 11.60 13.65 18.30 13.74 16.52 22.34
35 15.00 18.11 24.53 12.34 14.54 19.54 14.63 17.61 23.85
36 15.60 18.84 25.58 12.82 15.11 20.35 15.22 18.33 24.88
37 16.23 19.62 26.68 13.32 15.72 21.21 15.81 19.09 25.87
38 16.89 20.44 27.80 13.85 16.36 22.11 16.45 19.87 26.78
39 17.58 21.32 28.81 14.41 17.01 23.04 17.12 20.71 27.67
40 18.31 22.23 29.87 14.98 17.71 24.03 17.82 21.60 28.75
</TABLE>
- --------------------------------------------------------------------------------
F-1
<PAGE>
- --------------------------------------------------------------------------------
Appendix F: (continued)
First Year Surrender Charge Rates per $1,000 of Face Amount
<TABLE>
<CAPTION>
Male Female Unisex
---------------------------- ----------------------------- --------------------------
Preferred Preferred Preferred
Age Plus Preferred Standard Plus Preferred Standard Plus Preferred Standard
----- ------- --------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
41 19.06 23.18 31.06 15.57 18.44 25.06 18.56 22.52 29.79
42 19.85 24.19 32.13 16.18 19.19 26.06 19.33 23.50 30.89
43 20.69 25.24 33.45 16.83 19.97 26.88 20.14 24.51 32.12
44 21.56 26.36 34.81 17.51 20.79 27.84 21.00 25.57 33.33
45 22.49 27.53 36.26 18.22 21.65 28.78 21.88 26.69 34.61
46 22.76 27.90 37.65 18.40 21.90 29.68 22.14 27.06 36.03
47 23.03 28.28 39.23 18.58 22.14 30.40 22.40 27.42 37.38
48 23.27 28.62 40.22 18.73 22.34 30.74 22.62 27.73 38.92
49 23.48 28.93 40.82 18.88 22.53 31.06 22.82 28.03 39.47
50 23.66 29.20 41.37 18.98 22.69 31.35 23.00 28.28 39.98
51 23.81 29.44 41.87 19.07 22.82 31.59 23.14 28.50 40.45
52 23.93 29.63 42.32 19.14 22.93 31.80 23.25 28.67 40.86
53 24.02 29.78 42.71 19.16 22.99 31.95 23.32 28.82 41.21
54 24.04 29.87 43.04 19.15 23.00 32.04 23.34 28.89 41.50
55 24.04 29.91 43.29 19.10 22.98 32.07 23.32 28.92 41.71
56 24.96 31.11 45.23 19.79 23.84 33.36 24.21 30.07 43.56
57 25.92 32.37 47.28 20.52 24.73 34.69 25.14 31.27 45.49
58 26.93 33.68 49.42 21.27 25.66 36.07 26.11 32.52 47.53
59 27.99 35.05 51.68 22.06 26.64 37.52 27.13 33.84 49.66
60 29.10 36.50 54.03 22.90 27.66 39.02 28.20 35.22 51.89
61 30.25 37.99 54.09 23.77 28.73 40.60 29.31 36.64 51.91
62 31.46 39.55 54.24 24.67 29.85 42.24 30.47 38.14 52.01
63 32.73 41.18 54.21 25.64 31.01 43.95 31.69 39.70 51.96
64 34.06 42.88 53.98 26.65 32.26 45.76 32.98 41.33 51.71
65 35.47 44.67 53.85 27.74 33.56 47.64 34.33 43.04 51.56
66 36.19 45.59 54.21 28.29 34.23 48.61 35.02 43.92 51.88
67 37.09 46.73 54.43 29.01 35.08 49.84 35.89 45.02 52.07
68 37.79 47.62 54.48 29.57 35.76 50.82 36.57 45.86 52.12
69 38.44 48.43 54.32 30.12 36.43 51.78 37.21 46.65 51.96
70 39.30 49.50 53.94 30.85 37.30 53.04 38.05 47.69 51.59
71 39.89 50.19 54.23 31.39 37.94 53.96 38.62 48.37 51.89
72 40.42 50.82 54.37 31.91 38.56 54.86 39.15 48.99 52.05
73 41.17 51.71 54.35 32.62 39.42 54.95 39.89 49.88 52.05
74 41.59 52.19 54.14 33.09 39.98 54.79 40.31 50.37 51.89
75 41.91 52.55 53.73 33.50 40.49 54.52 40.65 50.75 51.53
76 42.48 53.21 53.08 34.13 41.24 54.46 41.23 51.42 50.95
77 42.64 53.33 52.15 34.44 41.59 54.15 41.41 51.58 50.10
78 42.65 53.28 50.90 34.65 41.82 54.38 41.45 51.56 48.95
79 42.92 53.53 49.28 35.07 42.30 54.26 41.75 51.85 47.44
80 42.67 53.08 47.27 35.08 42.24 54.18 41.53 51.46 45.55
</TABLE>
- --------------------------------------------------------------------------------
F-2
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
UNDERTAKING PURSUANT TO RULE 484
Under Article VIII of GIAC's By-Laws, as supplemented by Section 3.2 of
GIAC's Certificate of Incorporation, any past or present director or officer of
GIAC (including persons who serve at GIAC's request or for its benefit as
directors or officers of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise [hereinafter referred to
as a "Covered Person"]) is indemnified to the fullest extent permitted by law
against liability and all expenses reasonably incurred by such Covered Person in
connection with any action, suit or proceeding to which such Covered Person may
be a party or otherwise involved by reason of being or having been a Covered
Person. However, this provision does not protect a Covered Person against any
liability to either GIAC or its stockholder to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
Covered Person's office. This provision does protect a director of GIAC against
any liability to GIAC or its stockholder for monetary damages or for breach of
fiduciary duty as a director of GIAC, except for liability (i) for any breach of
the director's duty of loyalty to GIAC or its stockholder, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
REPRESENTATION PURSUANT TO SECTION 26
GIAC hereby presents that the fees and charges deducted under the contract, in
the aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by GIAC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
The representation pursuant to Section 26 of The Investment Company Act of
1940.
The signatures.
Written consents of the following persons:
Richard T. Potter, Jr., Esq.*
Charles G. Fisher*
Price Waterhouse LLP*
- ----------
* To be filed by amendment.
II-1
<PAGE>
The following exhibits:
1.A (1) Resolution of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing The
Guardian Separate Account M.
(2) Not Applicable.
(3)(a), (b)
and (c) Distribution Agreements.*
(4) Not Applicable.
(5) Specimen of the Flexible Premium Adjustable Variable Whole
Life Insurance Policy.
(6)(a) Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc.
(6)(b) By-laws of The Guardian Insurance & Annuity Company, Inc.
(7) Not Applicable.
(8) Amended and Restated Agreement for Services and
Reimbursement Therefor between The Guardian Life Insurance
Company of America and The Guardian Insurance & Annuity
Company, Inc.
(9) Not Applicable.
(10) Form of Application for the Flexible Premium Adjustable
Variable Whole Life Policy.
(11)(a) Memorandum on the Policy's Issuance, Transfer and
Redemption Procedures and on the Method of Computing Cash
Adjustments upon Exchange of the Policy.
2. See Exhibit 1.A(5).
3. (a)Opinion of Richard T. Potter, Jr., Esq.*
3. (b)Consent of Richard T. Potter, Jr., Esq.*
4. None.
5. Not Applicable.
6. Opinion and Consent of Charles G. Fisher, F.S.A.*
7. Consent of Price Waterhouse LLP*
8. Powers of Attorney executed by a majority of the Board of Directors
and certain principal officers of The Guardian Insurance & Annuity
Company, Inc.
27. Financial Data Schedules.**
- ----------
* To be filed by amendment.
** Not included as Separate Account M has not commenced operations
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, The
Guardian Separate Account M, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York, on the 12th day of September, 1997.
THE GUARDIAN SEPARATE ACCOUNT M
(Name of Registrant)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Depositor)
By: s/ Thomas R. Hickey, Jr.
-------------------------------------
THOMAS R. HICKEY, JR.
VICE PRESIDENT, OPERATIONS
Attest: /s/ Sheri L. Kocen
---------------------------------
SHERI L. KOCEN
ASSISTANT COUNSEL
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following directors and
principal officers of The Guardian Insurance & Annuity Company, Inc. in the
capacities and on the date indicated.
s/ Joseph D. Sargent* President, Chief Executive Officer
- ----------------------------------- and Director
Joseph D. Sargent
(Principal Executive Officer)
s/ Frank J. Jones* Executive Vice President, Chief Investment
- ----------------------------------- Officer and Director
Frank J. Jones
(Principal Financial Officer)
s/ Edward K. Kane* Senior Vice President, General Counsel
- ----------------------------------- and Director
Edward K. Kane
s/ Frank L. Pepe Vice President and Controller
- -----------------------------------
Frank L. Pepe
(Principal Accounting Officer)
s/ John M. Smith Executive Vice President and Director
- -----------------------------------
John M. Smith
s/ Philip H. Dutter* Director
- -----------------------------------
Philip H. Dutter
s/ Arthur V. Ferrara* Director
- -----------------------------------
Arthur V. Ferrara
s/ Leo R. Futia* Director
- -----------------------------------
Leo R. Futia
s/ Peter L. Hutchings* Director
- -----------------------------------
Peter L. Hutchings
s/ William C. Warren* Director
- -----------------------------------
William C. Warren
*By: s/ Thomas R. Hickey, Jr. Date: September 12, 1997
---------------------------------
Thomas R. Hickey, Jr.
Vice President, Operations
Pursuant to Power of Attorney
II-4
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT M
EXHIBIT INDEX
Exhibit
Number Description Page*
1. A(1) Resolutions of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing The
Guardian Separate Account M.
1. A(5) Specimen of the Flexible Premium Adjustable Variable Whole Life
Insurance Policy.
1. A(6)(a) Certificate of Incorporation of The Guardian Insurance
& Annuity Company, Inc.
(b) By-Laws of The Guardian Insurance & Annuity Company,
Inc.
1. A(8) Amended and Restated Agreement for Services and
Reimbursement Therefor between The Guardian Life
Insurance Company of America and The Guardian Insurance
& Annuity Company, Inc.
1. A(10) Form of Application for the Flexible Premium Adjustable Variable
Whole Life Insurance Policy.
1. A(11) Memorandum on the Policy's Issuance, Transfer and
Redemption Procedures and on the Method of Computing
Cash Adjustments upon Exchange of the Policy.
8. Powers of Attorney executed by the Board of Directors
and certain principal officers of The Guardian
Insurance & Annuity Company, Inc.
<PAGE>
GIAC Board Resolutions Relating to New
Variable Life Product
RESOLVED, that the Board of Directors of The Guardian Insurance &
Annuity Company, Inc. (the "Company") establishes, pursuant to Section 2932 of
the Delaware Insurance Code, a separate account to be designated THE GUARDIAN
SEPARATE ACCOUNT M (hereinafter in these resolutions referred to as the
"Account") to serve as a segregated asset account to receive, hold and invest
amounts arising from (a) premiums paid for the variable life insurance policies
issued by the Company through the Account (the "Policies"); and (b) such assets
of the Company as the proper officers of the Company may deem prudent and
appropriate to have invested in the same manner as the assets applicable to its
reserve liability under the Policies and lodged in the Account, and such
amounts, together with the dividends, interest and gains produced thereby shall
be invested and reinvested, subject to the rights of the holders of such
Policies, in units of the Account at the value of such units at the time of
acquisition; and it is further
RESOLVED, that the Board of Directors hereby approves the offering through
the Account, as investment options for Policyowner allocations, of such
open-end management investment companies registered with the Securities and
Exchange Commission ("SEC") under the Investment Company Act of 1940 (the "1940
Act") and such other investment options as the officers of the Company deem
appropriate; and it is further
RESOLVED, the Account shall be registered as a unit investment trust under
the 1940 Act and the Securities Act of 1933 ("the 1933 Act"), and that the
officers of the Company be and they hereby are authorized to sign and file with
the SEC, or cause to be signed and filed with the SEC, a registration statement
on behalf of the Account, as registrant, under the 1933 Act ("1933 Act
Registration") together with any exemptive applications, no-action requests or
other documents as they may deem necessary to effectuate registration of the
units of the Account; and it is further
<PAGE>
RESOLVED, that the officers of the Company are authorized and directed to
sign and file with the SEC, or cause to be signed and filed with the SEC,
amendments of such 1933 Act Registration or other documents as they may deem
necessary or advisable from time to time respecting the Account; and it is
further
RESOLVED, that the signature of any director or officer of the Company
required by law to affix his signature to such 1933 Act Registration, or to any
amendment thereof, may be affixed by said director or officer personally, or by
an attorney-in-fact duly constituted in writing by said director or officer by a
power of attorney to sign his name thereto; and it is further
RESOLVED, that the officers of the Company are authorized and directed to
employ Guardian Investor Services Corporation to serve as distributor of the
Policies and to prepare any and all agreements as they may deem necessary or
desirable for the provision of such services to the Account with the advice of
counsel, subject to final approval by the Board of Directors of the Company or
by the Executive Committee of the Board; and it is further
RESOLVED, that the officers of the Company are authorized and directed to
sign and file with the SEC, or cause to be signed and filed with the SEC, such
periodic reports under the 1940 Act respecting the Account as they may deem
necessary or advisable from time to time; and it is further
RESOLVED, that the Board of Directors of the Company authorizes $100,000
in the aggregate be deposited into the Account as "seed capital" to commence its
operations and that the officers of GIAC are given discretion as to the timing
of such deposit of seed capital; and it is further
RESOLVED, that the Company shall abide by the conditions imposed by the
SEC and set forth in Investment Company Act Release Number 14685 (August 20,
1985) regarding the offer of shares of registered open-end management investment
companies to multiple Company separate accounts in connection with the operation
of the Account; and it is further
RESOLVED, that the officers of the Company be and they hereby are
authorized to take whatever steps that may be necessary or desirable, with the
advice of counsel, to comply with such laws and regulations of the several
states as may be applicable to the establishment of the Account and the sale of
the Policies; and it is further
RESOLVED, that the officers of GIAC be and they hereby are authorized, in
the name and on behalf of GIAC, to execute and deliver such corporate documents
and certificates and to take such further action as may be necessary or
desirable, with the advice of counsel, in order to effectuate the purposes of
the foregoing resolutions.
INSURED [JOHN DOE] [35-MALE] AGE AND SEX
INITIAL FACE [SPECIMEN] POLICY NUMBER
AMOUNT [$100,000] [FEB. 2, 1998] POLICY DATE
ISSUE DATE [FEB. 2, 1998] [PREFERRED UNDERWRITING CLASS
PLUS]
PLAN OF INSURANCE FLEXIBLE PREMIUM ADJUSTABLE DEATH BENEFIT
VARIABLE LIFE INSURANCE [1] OPTION
[GRAPHIC OMITTED]
Read this policy carefully. This policy is a legal contract between the owner
and The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC will pay the
death proceeds to the beneficiary upon receipt at the Executive Office of due
proof that the insured died while this policy was in force. The entire contract
consists of the Basic Policy and any attached additional benefit riders,
endorsements, the original application and any subsequent applications for
changes that are attached to this policy. This policy is issued by GIAC at its
Executive Office at 201 Park Avenue South, Mail Station 215-B, New York, New
York 10003.
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Secretary President
ALL VALUES UNDER THIS POLICY WHICH ARE BASED ON THE INVESTMENT EXPERIENCE OF THE
SEPARATE ACCOUNT ARE VARIABLE, MAY INCREASE OR DECREASE DAILY AND ARE NOT
GUARANTEED.
THE DEATH PROCEEDS, POLICY ACCOUNT VALUE AND CASH SURRENDER VALUE UNDER THIS
POLICY MAY INCREASE OR DECREASE DAILY, DEPENDING UPON PAYMENTS MADE, THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, THE AMOUNT OF INTEREST CREDITED
TO THE FIXED-RATE OPTION, THE AMOUNT OF CHARGES DEDUCTED, CHANGES IN FACE AMOUNT
AND WHETHER PARTIAL WITHDRAWALS OR POLICY LOANS ARE TAKEN. SEE PAGES 6 AND 13
FOR A FULL DESCRIPTION OF DEATH PROCEEDS AND THE POLICY ACCOUNT VALUE.
THERE IS NO MINIMUM GUARANTEED CASH SURRENDER VALUE. THE LOAN VALUE OF THIS
POLICY IS LESS THAN 100% OF THE CASH SURRENDER VALUE. SEE PAGES 5, 16 AND 17 FOR
A FULL DESCRIPTION OF CASH SURRENDER VALUE AND LOAN VALUE.
RIGHT TO CANCEL:
The owner has the right to examine this policy and return it for cancellation to
the Executive Office or to the agent from whom it was purchased by the later of:
1) [10] days after receiving it; or 2) 45 days from the date Part 1 of the
completed application was signed. The policy and a written cancellation notice
must be delivered or mailed to cancel this policy. Any notice given by mail is
effective on being postmarked, properly addressed, and postage prepaid. If the
policy is cancelled during this period, GIAC will refund any amounts paid. The
policy will be void from the beginning.
Flexible Premium Adjustable Variable Life Insurance Policy
<PAGE>
o Flexible premiums payable during the insured's lifetime
o Adjustable death proceeds payable upon insured's death if policy is in
force
o Investment experience reflected in benefits
o Non-participating--No dividends payable
97-VUL
<PAGE>
POLICY SUMMARY
This summary outlines some of the major policy provisions; it does not alter any
of these provisions. The actual policy provisions set forth the full details and
conditions of this policy; only the actual policy provisions will control.
While this policy is in force, the owner may increase or decrease the Face
Amount in accordance with "Changing the Face Amount" on page 7. The Initial Face
Amount is shown on page 3. GIAC will pay the death proceeds to the beneficiary
if the insured dies while this policy is in force. GIAC will determine the
actual death proceeds payable in accordance with "Death Proceeds" on page 6.
The premiums for this policy are flexible which means that premium payments may
be made at any time and for varying amounts, subject to the limits described on
page 8. However, the Planned Premium is shown on page 3. The Planned Premium is
the premium the owner designates in the application; this premium is not
required, but may be paid as elected. The payment of Planned Premiums does not
guarantee that this policy will stay in force.
This policy will stay in force as long as the Net Cash Surrender Value is at
least equal to the monthly deductions when due, except that during the first 2
policy years this policy will remain in force if specific conditions are met
(see "No Lapse Guarantee Period" and "No Lapse Guarantee Conditions" on page 9).
The owner may allocate all or part of any Net Premium to any of the Variable
Investment Options and to the Fixed-Rate Option, subject to any applicable
restrictions described in this policy. The owner may change the allocation of
future Net Premiums (see "Allocations and Transfers" on page 10). Amounts
allocated to the Fixed-Rate Option will accrue interest at a guaranteed minimum
effective interest rate of 4% per year. GIAC may declare an interest rate
greater than 4% at its discretion (see "The Fixed-Rate Option" on page 13).
The Policy Account Value is the sum of the values which are allocated to the
Variable Investment Options, Fixed-Rate Option and the Loan Collateral Account.
The Policy Account Value may vary daily with the investment experience of
Separate Account M, the amount of interest credited to the Fixed-Rate Option and
the Loan Collateral Account, and charges deducted (see "Policy Account Value" on
page 13). The owner may transfer any portion of the unloaned Policy Account
Value among the Variable Investment Options and the Fixed-Rate Option, subject
to "Allocations and Transfers".
This policy does not have a minimum guaranteed Cash Surrender Value (see
"Partial Withdrawals and Surrender" on page 15). If this policy has a Cash
Surrender Value, the owner may, subject to limitations:
o make partial withdrawals (see "Partial Withdrawals" on page 15);
o obtain a policy loan (see "Policy Loans" on page 16);
o surrender this policy for cash (see "Surrender" on page 16);
o use this policy to provide life income (see "Payment Options" on page 19).
If the Net Cash Surrender Value is less than the current monthly deductions when
due, GIAC allows a 61 day grace period for the required premium (see "Grace
Period" on page 9). If the required premium is not paid by the end of the grace
period, this policy will lapse without value.
Any endorsements, additional benefit riders and applications which are attached
to this policy follow.
An Index appears on the inside of the back cover.
Guide to Policy Provisions
1. Definitions 8. The Fixed-Rate Option
2. Death Proceeds 9. Policy Account Value
3. Changing the Face Amount 10. Partial Withdrawals and Surrender
4. Owner and Beneficiary 11. Policy Loans
5. Premiums and Reinstatement 12. Exchange of Policy
6. Allocations and Transfers 13. Payment Options
7. The Separate Account 14. General Provisions
97-VUL Page 2
<PAGE>
POLICY DATA
INSURED [JOHN DOE] [35-MALE] AGE AND SEX
INITIAL [SPECIMEN] POLICY NUMBER
FACE AMOUNT [$100,000] [FEB 2, 1998] POLICY DATE
ISSUE DATE [FEB 2, 1998] [PREFERRED PLUS] UNDERWRITING CLASS
PLAN OF
INSURANCE FLEXIBLE PREMIUM ADJUSTABLE [1 - LEVEL] DEATH BENEFIT OPTION
VARIABLE LIFE INSURANCE [CASH VALUE
ACCUMULATION] SECTION 7702 TEST
OWNER [JOHN DOE]
BENEFICIARY [MARY DOE, WIFE]
BENEFITS AND PREMIUMS
POLICY YEARS
AMOUNT PAYABLE
BASIC POLICY
PLANNED [ANNUAL] PREMIUM [$1,237.00]
MINIMUM ANNUAL PREMIUM DURING THE
NO LAPSE GUARANTEE PERIOD [$803.00] [1through 2]
MINIMUM FACE AMOUNT [$100,000]
LEVEL TARGET DEATH BENEFIT RIDER
TERM FACE AMOUNT [$100,000]
EXPIRY DATE: [2/2/2063]
MINIMUM TERM FACE AMOUNT [$25,000]
GUARANTEED COVERAGE RIDER
ANNUAL GUARANTEED COVERAGE PREMIUM [$845.00]
START DATE: [2/2/1998]
EXPIRY DATE: [2/2/2043]
ACCIDENTAL DEATH BENEFIT RIDER
FACE AMOUNT [$100,000]
EXPIRY DATE: [2/2/2038]
GUARANTEED INSURABILITY OPTION RIDER
OPTION AMOUNT [$50,000]
EXPIRY DATE: [2/2/2009]
DISABILITY BENEFIT RIDER
SPECIFIED PREMIUM [$1,000.00]
EXPIRY DATE: [2/2/2028]
97-VUL (CONTINUED ON PAGE 3.1) PAGE 3
<PAGE>
POLICY DATA - CONT'D
BENEFITS AND PREMIUMS (cont'd)
POLICY YEARS
AMOUNT PAYABLE
WAIVER OF MONTHLY DEDUCTIONS RIDER
EXPIRY DATE: [2/2/2028]
The address of the Home Office of The Guardian Insurance & Annuity Company, Inc.
(GIAC) is:
The Guardian Insurance & Annuity Company, Inc.
1209 Orange Street
Wilmington, Delaware 19801
GIAC receives all communications only at the address of the Executive Office, as
set forth on the front cover.
To obtain information about your coverage you may call your agent or GIAC at:
[1-800-935-4128]
97-VUL (CONTINUED ON PAGE 3.2) PAGE 3.1
<PAGE>
POLICY DATA - CONT'D
INITIAL NET PREMIUM ALLOCATION INFORMATION
The Net Planned Premium is [$1131.86]. This amount is allocated as follows:
[The Guardian Stock Fund 50%
The Guardian Bond Fund 0%
The Guardian Cash Fund 0%
Baillie Gifford International Fund 30%
Value Line Strategic Asset Management Trust 0%
Value Line Centurion Fund 0%
MFS Growth with
Income Series 0%
The Guardian Small Cap Stock Fund 0%
Variable Investment Option 0%
Variable Investment Option 0%
Variable Investment Option 0%]
The Fixed-Rate Option 20%
The maximum number of Allocation Options in which the Policy Account Value may
be invested at any time is [7].
Exception: If more than $100,000 is received prior to the later of: (a) 45 days
from the date Part 1 of the completed application for this policy is signed, or
(b) 15 days after the Issue Date; GIAC will allocate the Net Premium associated
with this excess to The Guardian Cash Fund; any amount allocated to the
Fixed-Rate Option will not be counted toward this limit. On the later of (a) or
(b), GIAC will reallocate any amount in The Guardian Cash Fund attributable to
this excess in accordance with the allocation percentages then in effect.
POLICY LOANS
The minimum loan amount is $500. The minimum loan repayment is the lesser of:
(a) $100; or (b) the total outstanding Policy Debt.
Policy Loans bear interest at a yearly rate of 8%, payable in arrears. The
yearly loan interest rate changes to 5%, payable in arrears, beginning on
[2/2/2028].
See "Policy Loans" on page 16 for details on loan value.
PREMIUM CHARGE DEDUCTED FROM PAYMENTS
o 8.5% of each Premium allocated to the Initial Face Amount until the total
Premium Payments allocated to the Initial Face Amount equals [$8,030.00];
o Then, 6.0% of each Premium allocated to the Initial Face Amount until the
total Premium Payments allocated to the Initial Face Amount equals
[$12,045.00];
o Thereafter, the Charge is 4.0% of each Premium.
97-VUL (CONTINUED ON PAGE 3.3 PAGE 3.2
<PAGE>
POLICY DATA - CONT'D
MONTHLY POLICY
AMOUNT YEARS PAYABLE
------ -------------
1. ADMINISTRATIVE CHARGE
o Initial Charge $36.00 1
Changing on [2/2/1999] to a current charge of $6.00 [2 through 65]
2. COST OF INSURANCE CHARGES
BASIC POLICY
GIAC deducts the current cost of insurance charge for the Basic Policy on each
Monthly Date. GIAC bases the monthly cost of insurance charge on its current
cost of insurance rates. The current cost of insurance rate will never exceed
the maximum monthly cost of insurance rate for the applicable policy year. The
"Table of Maximum Monthly Cost of Insurance Rates" is shown on page 4. See
"Monthly Cost of Insurance" on page 14.
LEVEL TARGET DEATH BENEFIT RIDER
GIAC deducts the current cost of insurance charge for the Term Rider on each
Monthly Date. GIAC bases the monthly cost of insurance charge on its current
cost of insurance rates. The current cost of insurance rate will never exceed
the maximum monthly cost of insurance rate for the applicable policy year. The
"Table of Maximum Monthly Cost of Insurance Rates for Term Coverage" is shown on
page 3-R207VUL. See "Rider Cost" on page 1-R207VUL.
GIAC will also deduct the cost of these other riders. See "Monthly Deductions"
on page 14.
GUARANTEED COVERAGE RIDER [$1.00] [1 through 45]
ACCIDENTAL DEATH BENEFIT RIDER [$6.95] [1 through 40]
GUARANTEED INSURABILITY OPTION RIDER [$4.64] [1 through 11]
DISABILITY BENEFIT RIDER [1 through 30]
The cost of insurance charge for the Disability Benefit Rider is [0.00191] times
the specified premium. See "Rider Cost" on page 2-R197VUL.
WAIVER OF MONTHLY DEDUCTIONS RIDER [1 through 30]
The cost of insurance charge for the Waiver of Monthly Deductions Rider is
[0.19140] times the monthly deduction, divided by 100. See "Rider Cost" on page
2-R196VUL.
TRANSACTION DEDUCTIONS FROM THE POLICY ACCOUNT VALUE
TRANSFERS
The minimum amount which may be transferred from a Variable Investment Option
and the Fixed-Rate Option is the lesser of: a) $500; or b) the entire value of
that option. GIAC reserves the right to charge $25 for each transfer after the
12th transfer in a policy year. Additional restrictions regarding transfers are
described in "Transfers from the Fixed-Rate Option" on page 11.
GIAC will not impose a transfer charge on any amount which is transferred from
The Guardian Cash Fund as described in the "Exception" section provided under
"Initial Net Premium Allocation Information". This transaction will not count
against the 12 free transfers allowed in a policy year.
97-VUL (CONTINUED ON PAGE 3.4) PAGE 3.3
<PAGE>
POLICY DATA - CONT'D
TRANSACTION DEDUCTIONS FROM THE POLICY ACCOUNT VALUE (cont'd)
PARTIAL WITHDRAWAL OF NET CASH SURRENDER VALUE
The minimum net partial withdrawal is $500. GIAC reserves the right to
limit the number of withdrawals in a policy year to 12. If a partial
withdrawal made before the 15th Policy Anniversary results in a reduction
in the Face Amount, GIAC will deduct a surrender charge. See "Partial
Withdrawals and Surrender" on page 15.
97-VUL (CONTINUED ON PAGE 3.5) PAGE 3.4
<PAGE>
POLICY DATA - CONT'D
SURRENDER CHARGES PER $1000 OF INSURANCE
The table below shows surrender charges for the Initial Face Amount. For a
detailed description of surrender charges, see "Partial Withdrawals and
Surrender" on page 15.
POLICY SURRENDER
YEAR CHARGE
- ---- ------
[1 $15.00
2 14.00
3 13.00
4 12.00
5 11.00
6 10.00
7 9.00
8 8.00
9 7.00
10 6.00
11 5.00
12 4.00
13 3.00
14 2.00
15 1.00]
16 and thereafter 0.00
97-VUL PAGE 3.5
<PAGE>
TABLE OF MAXIMUM MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
Monthly cost of insurance charges are based on current cost of insurance rates.
The current cost of insurance rate applicable to the Net Amount at Risk for the
Initial Face Amount will never exceed the applicable maximum monthly cost of
insurance rate shown below. See "Monthly Cost of Insurance" on Page 14.
INSURED'S MAXIMUM INSURED'S MAXIMUM INSURED'S MAXIMUM
ATTAINED MONTHLY ATTAINED MONTHLY ATTAINED MONTHLY
AGE RATE AGE RATE AGE RATE
- --- ---- --- ---- --- ----
35 0.05750 60 1.05444 85 12.59987
36 0.14752 61 1.16302 86 13.75325
37 0.15669 62 1.28665 87 14.95279
38 0.16669 63 1.42787 88 16.16464
39 0.17837 64 1.58752 89 17.40526
40 0.19087 65 1.76394 90 18.69215
41 0.20588 66 1.95381 91 20.04733
42 0.22088 67 2.16965 92 21.51567
43 0.23839 68 2.38065 93 23.16008
44 0.25590 69 2.62186 94 25.25984
45 0.27674 70 2.89419 95 28.27411
46 0.29926 71 3.25305 96 33.10677
47 0.32344 72 3.55929 97 41.68475
48 0.34929 73 3.96902 98 58.01259
49 0.37848 74 4.42953 99 83.33333
50 0.40933 75 4.92413
51 0.44603 76 5.45122
52 0.48857 77 6.00585
53 0.53612 78 6.58221
54 0.59118 79 7.19473
55 0.65209 80 7.86724
56 0.71968 81 8.61695
57 0.79146 82 9.46542
58 0.86909 83 10.42336
59 0.95675 84 11.47263
97-VUL (CONTINUED ON PAGE 4.1) PAGE 4
<PAGE>
TABLE OF DEATH BENEFIT FACTORS
Death Benefit Factors are used to calculate the death benefit provided under the
Section 7702 Minimum Death Benefit (see the applicable provisions on page 6).
INSURED'S INSURED'S INSURED'S
ATTAINED ATTAINED ATTAINED
AGE FACTOR AGE FACTOR AGE FACTOR
- --- ------ --- ------ --- ------
35 2.50 60 1.30 85 1.05
36 2.50 61 1.28 86 1.05
37 2.50 62 1.26 87 1.05
38 2.50 63 1.24 88 1.05
39 2.50 64 1.22 89 1.05
40 2.50 65 1.20 90 1.05
41 2.43 66 1.19 91 1.04
42 2.36 67 1.18 97 1.03
43 2.29 68 1.17 93 1.02
44 2.22 69 1.16 94 1.01
45 2.15 70 1.15 95 1.00
46 2.09 71 1.13 96 1.00
47 2.03 72 1.11 97 1.00
48 1.97 73 1.09 98 1.00
49 1.91 74 1.07 99 1.00
50 1.85 75 1.05 100 01.00
51 1.78 76 1.05
52 1.71 77 1.05
53 1.64 78 1.05
54 1.57 79 1.05
55 1.50 80 1.05
56 1.46 81 1.05
57 1.42 82 1.05
58 1.38 83 1.05
59 1.34 84 1.05
97-VUL PAGE 4.1
<PAGE>
TABLE OF NET SINGLE PREMIUMS
PER $1,000 PROVIDED UNDER DEATH BENEFIT OPTION
Net Single Premiums are used to calculate the death benefit provided under the
Section 7702 Minimum Death Benefit (see the applicable provisions on page 6).
The Net Single Premiums shown below are based on the insured's Attained Age, sex
and underwriting class. The Net Single Premium on any date during a policy year
is based on the values for the Policy Anniversaries immediately preceding and
following that date.
INSURED'S NET INSURED'S NET INSURED'S NET
ATTAINED SINGLE ATTAINED SINGLE ATTAINED SINGLE
AGE PREMIUM AGE PREMIUM AGE PREMIUM
- --- ------- --- ------- --- -------
35 $232.05 60 $514.66 85 $845.01
36 241.06 61 529.04 86 854.08
37 249.35 62 543.56 87 862.65
38 257.89 63 558.18 88 870.80
39 266.70 64 572.86 89 878.67
40 275.77 65 587.55 90 886.43
41 285.12 66 602.23 91 894.22
42 294.73 67 616.89 92 902.24
43 304.63 68 631.53 93 910.77
44 314.80 69 646.14 94 920.10
45 325.26 70 660.71 95 930.49
46 336.00 71 675.20 96 942.01
47 347.02 72 689.35 97 954.56
48 358.33 73 703.46 98 967.80
49 369.94 74 717.24 99 980.64
50 381.85 75 730.62 100 1,000.00
51 394.05 76 743.60
52 406.53 77 756.19
53 419.27 78 768.42
54 432.27 79 780.37
55 445.48 80 792.05
56 458.92 81 803.45
57 472.55 82 814.54
58 486.39 83 825.22
59 500.43 84 835.40
97-VUL PAGE 4.1
<PAGE>
1. DEFINITIONS
Certain important terms used in this policy are defined below. Additional terms,
not explained here, are defined in other parts of this policy.
Age: The insured's age on the birthday nearest the Policy Date. This Age is
shown on page 3.
Allocation Options: The Allocation Options consist of the Variable Investment
Options and the Fixed-Rate Option.
Attained Age: The insured's Age as shown on page 3, plus the number of policy
years completed since the Policy Date.
Basic Policy: This policy, including any attached endorsements and applications,
but excluding any additional benefit riders.
Business Day: Each date on which the New York Stock Exchange or its successor is
open for trading and GIAC is open for business. GIAC's close of business is 4:00
PM New York City time.
Cash Surrender Value: The Policy Account Value less any surrender charges.
Face Amount: The Initial Face Amount plus any Policy Segments then in force.
Good Order: Notice from the party authorized to initiate a policy transaction
under this policy in a format satisfactory to GIAC, including all information
required by GIAC to process the requested transaction under this policy.
Initial Face Amount: The Face Amount in force on this policy's Issue Date. The
Initial Face Amount may be affected by Face Amount decreases or Death Benefit
Option changes.
Internal Revenue Code: The Internal Revenue Code of 1986, as amended, and its
related rules and regulations.
Investment Unit: A unit of measure used to determine the value attributable to a
Variable Investment Option.
Issue Date: The date this policy is issued at the Executive Office. The Issue
Date is shown on page 3.
Loan Collateral Account: An account within GIAC's general account to which
values from the Variable Investment Options and the Fixed-Rate Option are
transferred when a policy loan is taken.
Monthly Date: The same date of each calendar month as the Policy Date, or the
last date of a calendar month, if earlier.
Net Amount at Risk: The amount calculated as:
o the amount of death benefit provided under the Death Benefit Option in
force;
o divided by 1.0032737;
o less the Policy Account Value prior to the monthly deduction for the cost
of insurance.
Net Cash Surrender Value: The Cash Surrender Value less any Policy Debt.
Net Premium: The portion of a premium payment which is allocated to the Variable
Investment Options or the Fixed- Rate Option. GIAC deducts the premium charge
shown on page 3 from each premium payment before allocation.
Planned Premium: The premium the owner designates in the application. The
Planned Premium is not required to be paid as elected. However, the sum of any
Planned Premiums paid during each of the first two policy years must be equal to
or greater than the Minimum Annual Premium shown on page 3. The amount or mode
of the Planned Premium may be changed if GIAC receives the owner's written
request for such change in Good Order at the Executive Office. GIAC will send a
reminder notice for the Planned Premium.
Policy Account Value: The sum of the values which are allocated to the Variable
Investment Options, Fixed-Rate Option and the Loan Collateral Account. The
unloaned Policy Account Value is the Policy Account Value less the Loan
Collateral Account.
Policy Anniversary: The same date of each calendar year as the Policy Date.
Policy Date: The Policy Date is shown on page 3. Policy months, policy years and
Policy Anniversaries are measured from the Policy Date.
Policy Debt: All unpaid policy loans, plus accrued and unpaid loan interest.
Policy Segment: The additional coverage provided by an increase in the Face
Amount.
Section 7702: The section of the Internal Revenue Code which defines life
insurance.
Target Premium: A tabular premium that GIAC uses to determine premium charges.
Variable Investment Options: The investment divisions of The Guardian Separate
Account M (Account M).
97-VUL Page 5 {POL NO}
<PAGE>
2. DEATH PROCEEDS
Death Proceeds
The death proceeds become payable to the beneficiary upon GIAC's receipt at the
Executive Office of due proof in Good Order that the insured died while this
policy was in force. The death proceeds payable are the sum of the following as
of the date of the insured's death:
o the amount of death benefit provided under the Death Benefit Option then
in force (see "Death Benefit Options" below); and
o any insurance on the insured's life provided by additional benefit riders;
less:
o any Policy Debt; and
o any due and unpaid monthly deduction as of the policy month of death.
Death Benefit Options
The owner elects the Death Benefit Option in the application.
Option 1 (Level): The amount of death benefit provided under this option until
the Policy Anniversary nearest the insured's Attained Age 100 is the greater of:
o the Face Amount in effect on the date of death; or
o the minimum death benefit required under Section 7702 on the Monthly Date
preceding the date of death.
Option 2 (Increasing): The amount of death benefit provided under this option
until the Policy Anniversary nearest the insured's Attained Age 100 is the
greater of:
o the Face Amount in effect on the date of death plus the Policy Account
Value on the Monthly Date preceding the date of death; or
o the minimum death benefit required under Section 7702 on the Monthly Date
preceding the date of death.
Any partial withdrawals between the Monthly Date and the date of death will
reduce the death benefit under Death Benefit Option 1 or 2 by the amount of the
partial withdrawal and any applicable surrender charge.
Upon the Policy Anniversary nearest the insured's Attained Age 100 and
thereafter, the death benefit under Death Benefit Options 1 and 2 will equal the
Policy Account Value on the date of death.
Section 7702 Minimum Death Benefit
To qualify as life insurance under the Internal Revenue Code, the amount of
death benefit provided under Option 1 or Option 2 must equal at least the
minimum death benefit required under Section 7702. The amount of death benefit
provided under Option 1 or Option 2 always will equal or exceed the minimum
death benefit required by the Cash Value Accumulation Test or the Guideline
Premium Test under Section 7702, as elected in the application. Once the policy
is issued, this election may not be changed. The test which applies to this
policy is shown on page 3.
The minimum death benefit required on any Monthly Date is:
o for the Cash Value Accumulation Test, 1,000 times the Policy Account Value
on such Monthly Date divided by the Net Single Premium shown on page 4. If
the Monthly Date is not a Policy Anniversary, the Net Single Premium is
determined by interpolation between policy account values on the Policy
Anniversaries before and after such Monthly Date; or
o for the Guideline Premium Test, the Policy Account Value on the Monthly
Date multiplied by the factor shown in the Table of Death Benefit Factors
on page 4.
Changing the Death Benefit Option
While the insured is living, the owner may change the Death Benefit Option on
any date on or after the first Policy Anniversary. GIAC must receive the owner's
written request for the change in Good Order at the Executive Office. Any such
change will become effective on the date GIAC approves the change, based on the
Policy Account Value for the previous Business Day.
GIAC will not permit a change in death benefit option if monthly deductions are
then being waived under a waiver of monthly deductions rider.
Changing from Option 1 to Option 2: GIAC requires satisfactory evidence of
insurability for this change. GIAC will decrease the Face Amount by the amount
of the Policy Account Value on the effective date of change.
The Face Amount is decreased so that the amount of death benefit remains the
same on the effective date of change. GIAC will not permit any change from
Option 1 to Option 2 if it results in the reduction of the Face Amount below the
Minimum Face Amount shown on page 3. GIAC will not deduct a surrender charge
from the Policy Account Value for such decrease in Face Amount.
Changing from Option 2 to Option 1: GIAC will increase the Face Amount by the
amount of the Policy Account Value on the effective date of change.
The Face Amount is increased so that the amount of the death benefit remains the
same on the effective date of change; such increase will not result in a new
Policy Segment.
97-VUL Page 6
<PAGE>
3. CHANGING THE FACE AMOUNT
Increases in Face Amount
The owner may request an increase in the Face Amount on the first Policy
Anniversary or any subsequent Policy Anniversary up to and including the Policy
Anniversary nearest the insured's 70th birthday. GIAC must receive the owner's
written request for the increase in Good Order at the Executive Office at least
30 days before a Policy Anniversary. To process an increase in the Face Amount,
GIAC requires that:
o the increase is for at least $10,000; and
o the insured provides evidence of insurability satisfactory to GIAC.
If GIAC approves the change, the increase will take effect on the Policy
Anniversary, provided that the insured is living on that date. The increase will
be issued as a separate Policy Segment. Each Policy Segment will have its own:
o underwriting class;
o cost of insurance rates;
o surrender charges;
o administrative charge; and
o Target Premiums.
Premium charges will be affected by Policy Segments (see "Determination of
Premiums Charges" on page 9).The Guideline Premium Test, if applicable, will
also be affected by Policy Segments.
A detailed statement of the method of calculating cost of insurance rates,
surrender charges, premium charges, Target Premiums and the Guideline Premium
Test has been filed with the insurance department of the state where this policy
is delivered.
GIAC will send the owner revised policy pages reflecting any changes caused by
an increase in Face Amount.
GIAC will not permit an increase in Face Amount if monthly deductions are then
being waived under a waiver of monthly deductions rider.
Decreases in Face Amount
The owner may request a decrease in the Face Amount at any time on or after the
first Policy Anniversary. GIAC must receive the owner's written request for the
decrease in Good Order at the Executive Office. To process a decrease in the
Face Amount, GIAC requires that:
o the insured is living on the date GIAC receives the owner's written
request;
o the amount of the decrease is at least $5,000; and
o the reduced Face Amount may not be less than the Minimum Face Amount shown
on page 3.
The decrease will take effect on the Monthly Date coinciding with or next
following the date GIAC approves the change. A decrease is applied:
o first, to reduce the amount provided by the most recent in force Policy
Segment;
o next, to reduce the next most recent in force Policy Segments,
successively;
o finally, to reduce the Initial Face Amount.
If a surrender charge is applicable, GIAC will deduct surrender charges from the
Policy Account Value for a decrease in Face Amount. The amount of surrender
charges for this transaction will equal the sum of surrender charges associated
with the decrease in the Initial Face Amount and any Policy Segments.
GIAC will deduct any applicable surrender charges for a decrease in Face Amount
from the Allocation Options in accordance with "Surrender" on page 16.
GIAC will send the owner revised policy pages reflecting any changes caused by a
decrease in Face Amount.
GIAC will not permit a decrease in Face Amount if monthly deductions are then
being waived under a waiver of monthly deductions rider.
4. OWNER AND BENEFICIARY
Owner
The owner is named in the application or in any later change shown in GIAC's
records. While the insured is living and subject to any assignment on file with
GIAC, the owner alone has the right to receive all benefits and exercise all
rights this policy grants or GIAC allows.
Successor Owner
A numbered sequence may be used to name successor owners. If the owner dies,
ownership passes to the next designated successor owner then living. If none is
then living, ownership passes to the owner's estate. No successor owner is
permitted when the insured and the owner are the same person.
97-VUL Page 7 {POL NO}
<PAGE>
OWNER AND BENEFICIARY--cont'd
Joint Owner
If more than one person is named as owner with no number or the same number,
they are joint owners. Except for transfers, any request for a policy
transaction or change must be signed by all of the joint owners named in GIAC's
records. Unless otherwise provided, if a joint owner dies, ownership passes to
the surviving joint owner(s) equally. When the last joint owner dies, ownership
passes to that person's estate, unless otherwise provided.
Beneficiary
The beneficiary is named in the application or in any later change shown in
GIAC's records. GIAC will pay the death proceeds to the beneficiary, subject to
the terms of "Death Proceeds" on page 6. Unless otherwise provided, in order to
receive proceeds at the insured's death, a beneficiary must be living on the
earlier of:
o the date GIAC receives due proof of the insured's death in Good Order at
the Executive Office; or
o the 15th day after the insured's death.
Unless otherwise provided, if no designated beneficiary is living on such
earlier date, the owner or the owner's estate is the beneficiary.
Contingent Beneficiary
A numbered sequence may be used to name contingent beneficiaries. The
beneficiary is the living person(s) designated by the lowest number in the
sequence.
Concurrent Beneficiary
If more than one person is named as beneficiary with no number or the same
number, those persons are concurrent beneficiaries. Shares are equal, unless
otherwise specified. If shares are equal, the share of a concurrent beneficiary
who predeceases the insured will be shared equally by the surviving concurrent
beneficiaries. If unequal shares are specified and a concurrent beneficiary
predeceases the insured, the beneficiary of that share will be the owner or the
owner's estate.
Change of Owner or Beneficiary
The owner may change the owner or beneficiary by written request in Good Order.
The change will take effect as of the date the request is signed, whether or not
the insured is living when GIAC receives the request at the Executive Office.
However, the change will not apply to any payments made or actions taken by GIAC
on or before the date the request is received at the Executive Office.
Assignment
No assignment will bind GIAC unless the original, or a copy, is filed at the
Executive Office in Good Order. An assignment must be signed and dated by both
the assignor and the assignee and, as applicable, by the beneficiary. The rights
of any owner or beneficiary and the entire contract, as defined in "The
Contract" on page 23, will be subject to the assignment. GIAC will rely solely
on the assignee's statement as to the amount of the assignee's interest. GIAC
will not be responsible for the validity of any assignment. Unless otherwise
provided, the assignee may exercise all rights this policy grants except:
o the right to change the owner or beneficiary;
o the right to elect a Payment Option; and
o the right to allocate or transfer amounts among the Variable Investment
Options and the Fixed-Rate Option.
Assignments are subject to all payments made or actions taken by GIAC on or
before the date GIAC receives the assignment at the Executive Office.
5. PREMIUMS AND REINSTATEMENT
Premium Payment
The first premium is due on the Issue Date. This premium must be at least one
quarter of the Minimum Annual Premium shown on page 3. This policy is in force
when the first premium is paid, but not before the Issue Date. After the first
premium, all other premiums are payable only at the Executive Office. Upon
request, GIAC will give the owner a receipt signed by one of its officers.
Premiums may be paid at any time while this policy is in force, subject to
GIAC's premium limitations.
Premium Limitations
The Guideline Premium Test under Section 7702 of the Internal Revenue Code
limits the relationship of premiums to death benefit in order to qualify this
policy as life insurance. If the owner elects the Guideline Premium Test as the
method for testing Section 7702 compliance, GIAC will refund to the owner any
portion of a premium payment which violates Section 7702 limits with interest at
an annual rate of 6% within 60 days of receipt of such premium.
The minimum premium payment GIAC will accept for direct deposit is $100; the
minimum premium payment GIAC will accept under a pre-authorized checking plan is
$25.
97-VUL Page 8
<PAGE>
PREMIUMS AND REINSTATEMENT-cont'd
GIAC reserves the right to refuse any premium that would result in an increase
in the death proceeds as a result of Section 7702. However, such premium may be
accepted if satisfactory evidence of insurability of the insured is submitted to
GIAC.
If the Face Amount is decreased, GIAC will monitor premium payments for
compliance with Section 7702.
Crediting Payments
When a payment is received at the Executive Office without being identified as a
premium payment, such payment will be applied:
o first, to pay any Policy Debt;
o then, as a premium payment.
All premium payments will be credited as of the Business Day of receipt in Good
Order at the Executive Office.
Determination of Premium Charges
GIAC determines premium charges based on:
o premium payments allocated to the Initial Face Amount and any in force
Policy Segments; plus
o the Target Premiums associated with the Initial Face Amount and any in
force Policy Segments, as described below:
In any policy year, GIAC will allocate premium payments to the Initial Face
Amount, until such payments equal the Target Premium associated with the Initial
Face Amount. GIAC will then allocate premium payments sequentially to each in
force Policy Segment, if any, until the total premium payments equal the sum of
all Target Premiums associated with such segments. Thereafter, GIAC will
allocate premium payments to the Initial Face Amount and any in force Policy
Segments proportionately based on the Target Premiums. After premium payments
are allocated, the premium charge for the Initial Face Amount and any in force
Policy Segments will be assessed in accordance with "Premium Charge" on page 3.
No Lapse Guarantee Period
This policy will not lapse as long as the Net Cash Surrender Value is at least
equal to the monthly deductions when due. However, provided that the "No Lapse
Guarantee Conditions" (as described below) are met, GIAC guarantees that this
policy (including any riders) will not lapse during the No Lapse Guarantee
Period even if the Net Cash Surrender Value is less than the current monthly
deductions. The No Lapse Guarantee Period starts on the Policy Date. The No
Lapse Guarantee Period ends on the second Policy Anniversary.
No Lapse Guarantee Conditions
This policy will not lapse during the No Lapse Guarantee Period if the sum of
the premiums paid as of the most recent Monthly Date less:
o the amount of any Policy Debt; and
o the sum of any partial withdrawals and applicable surrender charges is
equal to or greater than the Minimum Annual Premium shown on page 3 multiplied
by the ratio of (1) to (2) where:
o (1) is the number of days measured from the Policy Date to the
Monthly Date; and
o (2) is 365 days per policy year.
If the Face Amount is increased or decreased on or after the first Policy
Anniversary, this policy will not lapse if the sum of the premiums paid as of
the most recent Monthly Date less:
o the amount of any Policy Debt; and
o the sum of any partial withdrawals and applicable surrender charges
is equal to or greater than the Minimum Annual Premium shown on page 3, plus the
new Minimum Annual Premium GIAC will provide to the owner multiplied by the
ratio of (1) to (2) where:
o (1) is the number of days measured from the date of the Face Amount
increase or decrease to the Monthly Date; and
o (2) is 365 days per policy year.
Grace Period
GIAC allows a grace period of 61 days after the Monthly Date that:
o the Net Cash Surrender Value is less than the current monthly
deductions when due; or
o the Policy Debt exceeds the Cash Surrender Value, and GIAC requires
a loan repayment.
If either event occurs, GIAC will mail to the owner, at least 30 days before the
end of the grace period, at the owner's last known address, a notice of the
required premium or loan repayment to keep this policy in force (see "Repayment"
on page 17 for details on the amount required for such loan repayments).
97-VUL Page 9 {POL NO}
<PAGE>
PREMIUMS AND REINSTATEMENT-cont'd
If the Net Cash Surrender Value is less than the current monthly deductions, the
required premium will equal:
o the amount of the deficency plus one quarter of the Minimum Annual Premium
shown on page 3, if the No Lapse Guarantee Period is in effect and the No
Lapse Guarantee Period Conditions are not met; or
o the amount of the deficiency plus 3 monthly deductions, if the No Lapse
Guarantee Period is not in effect.
This policy remains in force during the grace period. If the required premium or
loan repayment is not paid by the end of the grace period, this policy will
lapse without value.
Reinstatement
If this policy lapses, it may be eligible for reinstatement within 3 months
after the date of default. The reinstatement will not take effect until GIAC:
o approves the application for reinstatement; and
o receives payment of all amounts due, as described below.
The requirements for reinstatement are:
o written application received at the Executive Office in Good Order;
o evidence of insurability satisfactory to GIAC;
o payment or reinstatement of any outstanding Policy Debt as of the date of
default with interest at the loan interest rate then in effect from the
date of default to the date of reinstatement (see "Policy Loans" on page
16);
o the insured must be living on the date the reinstatement takes effect;
o payment of any unpaid monthly deductions on the date of default with
interest at an annual rate of 6% from the date of default to the date of
reinstatement; and
o payment of an amount equal to the greater of 3 monthly deductions or an
amount that provides a positive Net Cash Surrender Value.
The date of reinstatement will be the date GIAC approves the reinstatement. The
surrender charges on the date of reinstatement will not be greater than the
surrender charges on the date of default. The owner will be notified of the
surrender charges to be applicable upon reinstatement.
If this policy lapsed during the first two policy years, the No Lapse Guarantee
Period will not be reinstated.
This policy will not be reinstated if it was previously surrendered for its Net
Cash Surrender Value.
6. ALLOCATIONS AND TRANSFERS
Allocation of Net Premiums
On the Issue Date, GIAC will allocate any Net Premiums received prior to the
Issue Date to the Allocation Options in accordance with the allocation
percentages then in effect and the limitations specified on page 3. After the
Issue Date, the owner may allocate all or part of a Net Premium to the
Allocation Options, subject to the limitations specified on page 3, in
accordance with the allocation percentages in effect on the date GIAC applies
the Net Premium (see "Crediting Payments" on page 9). GIAC reserves the right to
limit the number of options in which the Policy Account Value may be invested;
the maximum number of Allocation Options in which the Policy Account Value may
be invested is shown on page 3. All allocation percentages must be in whole
numbers; no fractional percentages are permitted. The sum of the percentages
allocated among the options must equal 100.
The allocation percentages in effect on the Issue Date are those designated in
the application; they are shown on page 3. The owner may subsequently change
these allocation percentages. GIAC will change the allocation percentages upon
receipt of the owner's written request at the Executive Office in Good Order.
Any allocation change:
o will apply to all Net Premiums received on or after the Business Day on
which GIAC receives the request at the Executive Office; and
o will not apply to amounts attributable to the unloaned Policy Account
Value on or prior to the date GIAC receives the request at the Executive
Office in Good Order.
Transfers
The owner may transfer all or a portion of the unloaned Policy Account Value
among the Variable Investment Options and the Fixed-Rate Option, subject to the
conditions and restrictions described below.
o GIAC must receive the owner's proper request for transfer in Good Order at
the Executive Office.
o The minimum amount which may be transferred from a Variable Investment
Option or the Fixed-Rate Option is the lesser of the amount shown on page
3 or the entire value of that option.
97-VUL Page 10
<PAGE>
ALLOCATIONS AND TRANSFERS-cont'd
o GIAC reserves the right to charge for each transfer, after the twelfth
transfer in a policy year. The amount of the transfer charge is shown on
page 3. GIAC will deduct any transfer charge from the options from which
the amounts are transferred. However, a transfer charge will not be
assessed for certain transactions as described elsewhere in this policy.
o The Policy Account Value may be invested in no more than the maximum
number of Allocation Options specified on page 3.
Transfers Among the Variable Investment Options or into the Fixed-Rate Option
o Any transfer among the Variable Investment Options or into the Fixed-Rate
Option will be effective as of the Business Day on which GIAC receives the
request in Good Order at the Executive Office.
o GIAC reserves the right to limit transfers among the Variable Investment
Options or into the Fixed-Rate Option to once every 30 days.
Transfers from the Fixed-Rate Option
GIAC permits transfers from the Fixed-Rate Option into one or more of the
Variable Investment Options only once each year on or within 30 days after a
Policy Anniversary. Amounts first allocated or transferred to the Fixed-Rate
Option will be the first amounts transferred from this option. The maximum
amount that may be transferred from the Fixed-Rate Option each policy year is
the greater of:
o 33 1/3% of the Policy Account Value attributable to the Fixed-Rate Option
on the Policy Anniversary; or
o $2500.
Transfers from the Fixed-Rate Option will be effective:
o as of the Policy Anniversary, if GIAC receives the owner's transfer
request at the Executive Office on or within 30 days prior to that
Anniversary; or
o as of the Business Day on which GIAC receives the owner's transfer request
at the Executive Office, if such request is received within 30 days after
a Policy Anniversary.
GIAC will not process any request for transfer from the Fixed-Rate Option which
is received on any other date.
Dollar Cost Averaging Transfer Option
The owner may make monthly transfers under the Dollar Cost Averaging Transfer
Option if a portion of the Policy Account Value is attributable to The Guardian
Cash Fund Variable Investment Option.
Under this option, an amount specified by the owner automatically will be
transferred from The Guardian Cash Fund on a Monthly Date and into one or more
of the other Variable Investment Options or into the Fixed-Rate Option, as
elected by the owner. The minimum amount which may be transferred into each
option is $100 per transfer.
The selected duration of monthly transfers from The Guardian Cash Fund must be
at least 12 months.
The following conditions apply to the Dollar Cost Averaging Transfer Option:
o GIAC must receive the owner's written election of this option in Good
Order at the Executive Office at least 3 Business Days before the Monthly
Date on which such monthly transfers are to begin; and
o the selected transfer amount multiplied by the selected duration may not
exceed the portion of the Policy Account Value attributable to The
Guardian Cash Fund on the date this option is elected.
The Dollar Cost Averaging Transfer Option will terminate if:
o GIAC receives the owner's written request for cancellation in Good Order
at the Executive Office at least 3 Business Days before the Monthly Date
on which a transfer would normally occur; or
o the portion of the Policy Account Value attributable to The Guardian Cash
Fund is less than the amount designated for transfer on a Monthly Date.
GIAC automatically will transfer the portion of the Policy Account Value
remaining in The Guardian Cash Fund on a pro-rata basis into the other
Variable Investment Options or into the Fixed-Rate Option, in accordance
with the owner's then current Dollar Cost Averaging transfer instructions.
The owner may change the transfer instructions under this option or reinstate
this option if it has terminated. GIAC must receive the owner's written request
in Good Order at the Executive Office at least 3 Business Days before the
Monthly Date on which the change or such reinstatement would take effect. The
portion of the Policy Account Value attributable to The Guardian Cash Fund must
be an amount equal to the selected monthly transfer multiplied by the selected
duration on the date this option is reinstated.
97-VUL Page 11 {POL NO}
<PAGE>
7. THE SEPARATE ACCOUNT
The Guardian Separate Account M
The Variable Investment Options under this policy are funded by The Guardian
Separate Account M (Account M). Account M is a separate investment account
established by GIAC under the laws of the state of Delaware. Account M is
registered as a unit investment trust with the Securities and Exchange
Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act).
Account M is treated as a division of GIAC and is used to provide values and
benefits for variable life insurance policies only. GIAC owns the assets in
Account M. The assets in Account M are kept separate from:
o GIAC's general account; and
o GIAC's other separate accounts.
Assets equal to the reserves and contract liabilities of Account M will not be
charged with liabilities that arise from any other business GIAC may conduct.
GIAC may transfer assets in excess of the reserves and contract liabilities of
Account M to its general account. Income and realized and unrealized gains and
losses from assets in each Variable Investment Option in Account M are credited
to or charged against such Variable Investment Option without regard to income
and realized and unrealized gains or losses in Account M's other Variable
Investment Options or in GIAC's general account, or other separate accounts. The
valuation of all assets in Account M will be determined in accordance with all
applicable laws and regulations.
Investment Divisions
Account M consists of several investment divisions or Variable Investment
Options. Each investment division of Account M invests in shares of a mutual
fund. Each mutual fund is managed by an investment adviser registered under the
Investment Advisers Act of 1940. The investment divisions available on the Issue
Date are listed in the then current prospectus for Account M as it relates to
this policy. Each mutual fund is more fully described in a separate prospectus.
Any investment adviser's fee, if applicable, is described in the appropriate
prospectus.
Rights Reserved
GIAC reserves the right to take certain actions which it deems:
o necessary to serve the best interests of the owner and beneficiary; and
o appropriate to carry out the purposes of this policy.
GIAC will exercise its reserved rights only when permitted by applicable law.
When required by law, GIAC will obtain approval by the owner, the SEC, and any
appropriate regulatory authority. Examples of the actions GIAC may take include:
o deregistering Account M under the 1940 Act;
o operating Account M in any form permitted under the 1940 Act, or in any
other form permitted by law;
o taking any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act;
o transferring any assets in an investment division:
o into another investment division; or
o into one or more separate accounts; or
o into GIAC's general account;
o adding, combining or removing investment divisions in Account M;
o substituting, for the mutual fund shares held in any investment division,
the shares of another class issued by such mutual fund or the shares of
another investment company or any other investment permitted by law;
o changing the way GIAC deducts or collects charges under a policy, but
without increasing the charges unless and to the extent permitted by other
provisions of this policy;
o modifying this policy as necessary to ensure that it continues to qualify
as life insurance under Section 7702;
o making any other necessary technical changes in this policy in order to
conform with any action this provision permits GIAC to take;
o adding to, eliminating, or suspending the owner's ability to allocate Net
Premiums or transfer unloaned Policy Account Value amounts into any
Variable Investment Option or into the Fixed-Rate Option.
GIAC will notify the owner if any of these changes result in a material change
in the underlying investments of an investment division of Account M to which
any part of the Policy Account Value is allocated. Details of any such change
will be filed with any regulatory authority where required and will be subject
to any required approval.
If the owner objects to the material change and a portion of the Policy Account
Value is attributable to the affected investment division, then GIAC will
transfer that value into:
o another investment division; or
o the Fixed-Rate Option.
To effect such transfer, GIAC must receive the owner's written request in Good
Order at the Executive Office within 60 days of the postmarked notice of
material change. GIAC will not deduct a transfer charge for this transaction.
Page 12
<PAGE>
8. THE FIXED-RATE OPTION
The Fixed-Rate Option is funded by GIAC's general account. The owner may:
o allocate all or part of any Net Premiums to the Fixed- Rate Option; or
o transfer all or part of the Policy Account Value attributable to the
Variable Investment Options into the Fixed-Rate Option (for restrictions
on transfers from the Fixed-Rate Option, see "Transfers from the
Fixed-Rate Option" on page 11).
GIAC will credit interest on all amounts allocated or transferred to the
Fixed-Rate Option. Interest will accrue daily at a minimum guaranteed effective
annual rate of 4%. GIAC may declare interest rates greater than 4% at its
discretion. Amounts allocated or transferred to the Fixed-Rate Option are
credited with a fixed rate of interest which is guaranteed from the date of
allocation or transfer until the next Policy Anniversary. On each Policy
Anniversary, GIAC will credit interest on all amounts held in the Fixed- Rate
Option at the interest rate then in effect. Such rate will remain in effect for
such amounts until the next Policy Anniversary. The annual statement to the
owner shows the interest rate in effect on a Policy Anniversary if a portion of
the Policy Account Value is then attributable to the Fixed-Rate Option. GIAC
will provide the interest rate in effect on any other date upon request.
9. POLICY ACCOUNT VALUE
The Policy Account Value is the sum of the values attributable to this policy
which are allocated to the Variable Investment Options, the Fixed-Rate Option,
and the Loan Collateral Account.
Each Variable Investment Option has two different Investment Units (and Unit
Values). One Investment Unit applies during the first 20 policy years, and the
other applies when the policy is in force for more than 20 policy years.
The portion of the Policy Account Value attributable to a Variable Investment
Option equals:
o the number of Investment Units attributable to this policy which are in
that Variable Investment Option;
multiplied by:
o the applicable Investment Unit value for that Variable Investment Option,
depending on the policy duration.
The portion of the Policy Account Value attributable to the Fixed-Rate Option
and the Loan Collateral Account, if any, is expressed as a dollar amount.
Investment Units
Amounts allocated, transferred or added to a Variable Investment Option are used
to purchase Investment Units. Investment Units are redeemed and cancelled when
amounts are deducted, withdrawn or transferred from a Variable Investment
Option. GIAC determines the number of Investment Units purchased or redeemed in
a Variable Investment Option by dividing the dollar amount of the transaction by
the Investment Unit value for that Variable Investment Option on the date of the
transaction.
On the 20th Policy Anniversary, GIAC will do the following for each Variable
Investment Option to which the Policy Account Value is allocated:
o (1) Redeem all Investment Units; and
o (2) Purchase new Investment Units with the proceeds.
Investment Unit Value
GIAC determines two Investment Unit values for each Variable Investment Option
for every day of the calendar year; one applies for the first 20 policy years,
and the other applies thereafter. The Investment Unit value for any day is (a)
multiplied by (b), where:
o (a) is the Investment Unit value for the immediately preceding day; and
o (b) is the net investment factor, as described below, for the current
date.
Net Investment Factor
On any Business Day, the net investment factor for a Variable Investment Option
is determined by dividing the sum of (a) and (b) by (c), and subtracting (d)
from the result, where:
o (a) is the net asset value per share of the Variable Investment Option's
corresponding mutual fund at the close of the current Business Day;
o (b) is the per share amount of any dividends or capital gains distributed
by the mutual fund on the current Business Day;
o (c) is the net asset value per share of such mutual fund at the close of
the Business Day immediately preceding the current Business Day;
97-VUL Page 13 {POL NO}
<PAGE>
POLICY ACCOUNT VALUE--cont'd
(d) is the sum of the daily charges GIAC deducts from the Variable Investment
Options for:
o the mortality and expense risks assumed by GIAC. During the first 20
policy years, the daily deduction for mortality and expense risks equals
.00002477, or the equivalent charge of .90% annually; thereafter, the
charge will equal .00001649, or the equivalent charge of .60% annually,
and
o any federal, state or local taxes.
On any day that is not a Business Day, the net investment factor for a Variable
Investment Option is determined by subtracting the sum of the daily charges in
(d) from 1.0.
Monthly Deductions
On each Monthly Date, GIAC will make deductions from the Variable Investment
Options and the Fixed-Rate Option in proportion to the portion of the Policy
Account Value attributable to each option. The total amount deducted from the
options for a policy month is the sum of:
o the monthly administrative charge as shown on page 3;
o the monthly cost of insurance charge; and
o the monthly costs for any riders.
GIAC will not make monthly deductions on or after the Policy Anniversary nearest
the insured's Attained Age 100.
Monthly Cost of Insurance
The monthly cost of insurance charge on each Monthly Date equals the sum of the
products of (a) and (b), where:
o (a) is the applicable cost of insurance rate in effect for the Initial
Face Amount and each in force Policy Segment on that Monthly Date; and
o (b) is the Net Amount at Risk applicable to the Initial Face Amount and
each in force Policy Segment on that Monthly Date, divided by 1,000.
The monthly cost of insurance charge is calculated after the monthly deductions
for the administrative charge and the cost for any additional benefit riders.
When the Net Amount at Risk is determined, the Policy Account Value will be
allocated first to the Initial Face Amount; any excess will be then allocated to
any in force Policy Segments in the order they took effect. If the Death Benefit
is increased due to Section 7702, such increase will be allocated to the Initial
Face Amount.
Monthly cost of insurance rates applicable to the Net Amount at Risk for the
Initial Face Amount and any Policy Segments are based on the insured's
underwriting class, current Face Amount, Attained Age and sex. GIAC has the
right to change the monthly cost of insurance rates; however, these rates will
never exceed the maximum monthly cost of insurance rates shown in the table on
page 4 for the appropriate underwriting class. Any such change will be on a
uniform basis for insureds who have the same:
o underwriting class;
o Attained Age; and
o sex.
Any change in the monthly cost of insurance rates will be based on changes in
future expectations for:
o mortality;
o expenses;
o persistency;
o federal income taxes;
o state or local premium taxes; and
o GIAC's investment earnings.
Changes in the monthly cost of insurance rates:
o will be determined only prospectively;
o will not occur because of a deterioration in the insured's health;
o will not be made so GIAC may recoup any prior losses;
o will apply to all policies that are issued on this form; and
o will comply with the procedures and standards on file with the insurance
department for the jurisdiction where this policy is delivered.
Transaction Deductions
GIAC also will make the following transaction deductions from the Variable
Investment Options and the Fixed-Rate Option, as applicable:
o surrender charges (see "Partial Withdrawals and "Surrender" on page 15 for
a description of when surrender charges are calculated); and
o any applicable transfer charge (see "Transfers" on page 3).
GIAC will make surrender charge deductions in accordance with "Partial
Withdrawals and Surrender" on page 15. GIAC will deduct transfer charges from
the options from which amounts were transferred.
97-VUL Page 14
<PAGE>
POLICY ACCOUNT VALUE--cont'd
Continuation of Insurance
This policy will stay in force, even if the owner stops paying premiums, as long
as the Net Cash Surrender Value is at least equal to the monthly deductions.
If the Net Cash Surrender Value is less than the current monthly deductions, the
Grace Period provision on page 9 will apply.
10. PARTIAL WITHDRAWALS AND SURRENDER
Partial Withdrawals
After the first policy year and while the insured is living, the owner may
request a partial withdrawal of the Net Cash Surrender Value, subject to the
conditions described below. All partial withdrawals will reduce the Policy
Account Value and the death proceeds by the amount of the partial withdrawal;
only the portion of a partial withdrawal which exceeds the amount eligible for a
free partial withdrawal, as described below, will be subject to any applicable
surrender charges.
GIAC will calculate the amount eligible for a free partial withdrawal on the
date it receives the owner's written request for a partial withdrawal as
follows:
Under the Cash Value Accumulation Test, the amount of a free partial withdrawal
will equal the excess, if any, of (a) over (b) where:
o (a) equals the Policy Account Value; and
o (b) equals the Face Amount multiplied by the applicable Net Single Premium
shown on page 4. If the date GIAC receives the request for a partial
withdrawal is not a Policy Anniversary, the Net Single Premium is
determined by the interpolation between Net Single Premiums on the Policy
Anniversaries before and after such date.
Under the Guideline Premium Test, the amount of a free partial withdrawal will
equal the excess, if any, of (a) over (b) where:
o (a) equals the Policy Account Value; and
o (b) equals the Face Amount, divided by the applicable Death Benefit Factor
shown on page 4.
Any portion of a partial withdrawal in excess of a free partial withdrawal will
reduce the Face Amount. The Face Amount will be reduced by that amount of the
partial withdrawal and surrender charge (if a surrender charge is applicable at
the time of such withdrawal).
A partial withdrawal and surrender charge, if applicable, will take effect as of
the Business Day on which GIAC receives the owner's request for the partial
withdrawal. GIAC will send the owner revised policy pages reflecting any
reduction in benefits and values due to a partial withdrawal and surrender
charge, if applicable. The conditions for taking a partial withdrawal are as
follows:
o GIAC must receive the owner's written request in Good Order at the
Executive Office;
o the partial withdrawal must be at least the amount of the minimum partial
withdrawal shown on page 3;
o if Death Benefit Option 1 is in effect, the Face Amount remaining after
any reduction, as specified above, may not be less than the Minimum Face
Amount shown on page 3; and
o the Net Cash Surrender Value after a partial withdrawal must be sufficient
to cover 3 monthly deductions.
GIAC reserves the right to limit the number of partial withdrawals to 12 a
policy year.
The amount GIAC will deduct from the Variable Investment Options and the
Fixed-Rate Option for a partial withdrawal will be the sum of:
o the amount requested; and
o a surrender charge, adjusted to the date of the partial withdrawal (if
such withdrawal results in a decrease in the Face Amount, as specified
above). The surrender charge will be calculated as described in "Decreases
in Face Amount" on page 7.
GIAC will not process any request for a partial withdrawal which exceeds the
amount available.
GIAC will first deduct the amount of any partial withdrawal and any applicable
surrender charge from the the Policy Account Value attributable to the Variable
Investment Options specified in the owner's request for the partial withdrawal.
If the sum of the partial withdrawal and any applicable surrender charge exceeds
the Policy Account Value attributable to the Variable Investment Options
requested by the owner, GIAC will deduct the excess amount proportionately from
the Policy Account Value attributable to the other Variable Investment Options
and then the Fixed-Rate Option.
97-VUL Page 15 {POL NO}
<PAGE>
PARTIAL WITHDRAWALS AND SURRENDER-cont'd
If the owner does not specify the Allocation Options from which the partial
withdrawal and any applicable surrender charges are to be deducted, the amount
of any partial withdrawal and any applicable surrender charge first will be
deducted from the Variable Investment Options in proportion to the portion of
the Policy Account Value attributable to each Variable Investment Option. The
sum of a partial withdrawal and any applicable surrender charge which exceeds
the Policy Account Value attributable to the Variable Investment Options then
will be deducted from the Fixed-Rate Option.
Surrender
The owner may surrender this policy for its Net Cash Surrender Value if GIAC
receives this policy and written request in Good Order at the Executive Office.
The surrender will take effect as of the Business Day on which GIAC receives the
written request. Upon surrender, this policy will terminate and all insurance
under this policy will end.
If a surrender charge period is applicable, GIAC will deduct surrender charges
if:
o this policy is surrendered for its Net Cash Surrender Value; or
o a partial withdrawal reduces the Face Amount, as described in "Partial
Withdrawals" on page 15; or
o the Face Amount is decreased, as described in "Decreases in Face Amount"
on page 7.
The Surrender Charge Table applicable to the Initial Face Amount is shown on
page 3. Total surrender charges under this policy will equal the sum of the
surrender charges for the Initial Face Amount and any in force Policy Segments.
Surrender charges will be adjusted following an increase or decrease in Face
Amount, unless such increase or decrease is due to a change in Death Benefit
Option. The owner will be notified of the new surrender charges. The new
surrender charges will take effect on the effective date of the increase or
decrease in Face Amount.
Each increase in Face Amount will result in additional surrender charges. A
detailed statement of the surrender charge calculation has been filed with the
insurance department of the state in which this policy is delivered.
Each decrease in Face Amount will result in reduced future surrender charges.
The reduction in surrender charges will be based on the reduced Face Amount as
described in "Decreases in Face Amount" on page 7.
Surrender charges applicable to a policy surrender or decrease in Face Amount
first will be deducted from the Variable Investment Options in proportion to the
portion of the Policy Account Value attributable to each Variable Investment
Option. Surrender charges in excess of the portion of the Policy Account Value
attributable to the Variable Investment Options then will be deducted from the
Fixed-Rate Option.
11. POLICY LOANS
The owner may obtain a policy loan at any time if:
o the insured is living; and
o GIAC receives the owner's written request in Good Order at the Executive
Office.
This policy must be assigned to GIAC; this is the only security needed. The
policy loan will take effect as of the Business Day on which GIAC receives the
written request.
Loan Value
The loan value is the maximum amount the owner may borrow on this policy. The
loan value on any date is:
o 90% of the Cash Surrender Value on that date; less
o the amount of any Policy Debt on that date.
The minimum loan amount is shown on page 3.
Loan Interest
Loan interest accrues daily at an effective yearly rate of 8% payable in
arrears. However, beginning on the date shown on page 3, loans bear interest at
a rate of 5%, payable in arrears. This interest is payable on each Policy
Anniversary. Any accrued and unpaid interest as of the Policy Anniversary:
o will be capitalized and added to the outstanding policy loan and will be
charged interest at the same rate; and
o will cause an amount to be transferred into the Loan Collateral Account so
that the Loan Collateral Account will be equal to the Policy Debt as of
the Policy Anniversary. Such amount will be transferred into the Loan
Collateral Account from the Variable Investment Options and the Fixed-Rate
Option in the manner described in "Loan Collateral Account".
97-VUL Page 16
<PAGE>
POLICY LOANS-cont'd
See "Repayment" below for interest on the due date of the loan repayments.
Loan Collateral Account
When the owner takes a policy loan, GIAC transfers an amount equal to the policy
loan from the Variable Investment Options and the Fixed-Rate Option into a Loan
Collateral Account within GIAC's general account. The loan amount remains in the
Loan Collateral Account until the loan is repaid. Amounts transferred from the
Variable Investment Options into the Loan Collateral Account no longer share in
the investment experience of the options from which they were transferred.
Amounts transferred from the Fixed-Rate Option no longer earn the rate of
interest which applied to the Fixed-Rate Option.
The amount of a loan will first be transferred from the Variable Investment
Options in proportion to the portion of the Policy Account Value attributable to
each Variable Investment Option. The portion of a loan which exceeds the Policy
Account Value in the Variable Investment Options will then be transferred from
the Fixed-Rate Option.
Amounts in the Loan Collateral Account earn interest from the date of the
transfer at a minimum effective yearly rate of 2% less than the loan interest
rate then in effect.
Repayment
Except for required loan repayments, any outstanding Policy Debt may be repaid
at any time before the insured's death while this policy is in force. The
minimum loan repayment amount is shown on page 3.
GIAC will require a loan repayment when the Policy Debt exceeds the Cash
Surrender Value. GIAC will notify the owner if a loan repayment is required. The
notice will specify the amount and due date of any required loan repayment (see
"Grace Period" on page 9 for the due date of a required loan repayment). The
amount of the required loan repayment will be the sum of:
o the amount by which the Policy Debt exceeds the Cash Surrender Value on
the Monthly Date that GIAC identified the shortfall; and
o 10% of the Cash Surrender Value on the same Monthly Date.
The required loan repayment will be credited as of the Business Day on which
GIAC receives the repayment in Good Order at the Executive Office. If a required
loan repayment is not paid by its due date, this policy will lapse without
value.
GIAC will transfer from the Loan Collateral Account the amount of any loan
repayment less a proportional amount of accrued loan interest, plus a
proportional amount of accrued Loan Collateral Account interest as follows:
o first, into the Fixed-Rate Option, if any policy loan was taken from this
option; and
o second, into the Variable Investment Options and the Fixed-Rate Option, in
accordance with the allocation percentages in effect on the date of the
repayment.
Any outstanding Policy Debt may also be repaid within 60 days after the
insured's death if:
o the death proceeds of this policy have not been paid in one sum or applied
under a payment option; or
o the policy is in force or was in force on the date of the insured's death.
Any Policy Debt not repaid upon the insured's death will be deducted from the
death proceeds.
12. EXCHANGE OF POLICY
The owner may exchange this policy for a new fixed- benefit policy on the life
of the insured within 24 months of this policy's Issue Date; evidence of
insurability will not be required. The values under the new policy will not be
available for allocation to the Variable Investment Options or the Fixed-Rate
Option. This exchange is subject to the following conditions:
o GIAC must receive written request at the Executive Office in Good Order;
o this policy must be in force with all due monthly deductions paid to the
exchange date, as defined below;
o this policy must be surrendered to GIAC;
o the exchange cost, if any, must be paid to the issuing company (see
"Exchange Cost or Credit" on page 18);
o any outstanding Policy Debt must be paid to GIAC;
o the new policy will be an annual premium whole life plan then being issued
by GIAC or its affiliate. GIAC's affiliate is The Guardian Life Insurance
Company of America;
o the new policy will have the same Policy Date as this policy;
97-VUL Page 17 {POL NO}
<PAGE>
EXCHANGE OF POLICY-cont'd
o the face amount of the new policy will be the Face Amount in effect on the
exchange date;
o the new policy's premium class will be based on the premium classes made
available by the issuing company and will be comparable to the
underwriting class of the most recent in force Policy Segment of this
policy; however, it will be subject to any face amount limitations then in
effect;
o premiums for the new policy will be based on the published rates of the
issuing company on the exchange date. The premiums will depend on the new
policy's plan, face amount and premium class, and the insured's Age and
sex;
o the contestable and suicide periods for the new policy will be measured
from the Issue Date of this policy. If this policy has been reinstated,
the contestable period for the new policy will be measured from the
reinstatement date; and
o the new policy will be subject to any existing assignment of this policy.
Riders
Additional benefit riders will be available on the new policy only with the
issuing company's receipt of satisfactory evidence of insurability. All riders
on the new policy will be subject to the issuing company's rules on the exchange
date.
Exchange Cost or Credit
In some cases, there may be an exchange cost or credit, depending on the amount
applied to the new policy. The amount applied to the new policy is the greater
of (1) or (2) where:
o (1) is the cumulative premiums for the new policy with an annual interest
rate of 6%, less the cumulative Net Premiums for this policy with an
annual interest rate of 6%;
o (2) is the cash value of the new policy, less this policy's Cash Surrender
Value on the exchange date. The cash value will depend on the new policy's
face amount, premium class, and the insured's Age and sex on the Policy
Date.
If this amount is less than zero, the issuing company will pay an exchange
credit to the owner. If this amount is greater than zero, the owner must pay the
exchange cost to the issuing company.
Exchange Date
The exchange date is the Issue Date of the new policy. This date is the later
of:
o the Business Day GIAC receives the owner's written request for exchange in
Good Order and this policy at the Executive Office; or
o the Business Day the issuing company receives any exchange cost payable by
the owner.
97-VUL Page 18
<PAGE>
13. PAYMENT OPTIONS
Payment of Proceeds
The proceeds of this policy will be paid in one sum, unless otherwise provided.
All or part of this sum may be applied under any payment option described below
or in any other manner GIAC approves. The payee under any payment option must be
a natural person.
Election of Payment Options
During the insured's lifetime, the owner may choose any option for payment of
the death proceeds. If no election is in force when the proceeds become payable,
the payee may make an election subject to the following conditions:
o for death proceeds, election must be made within one year after the
insured's death;
o for other proceeds, election must be made within 60 days after the
proceeds become payable.
The owner may appoint a secondary payee to receive any payments remaining after
the death of the payee. Upon the death of any payee receiving payments under an
option, the remaining payments will be continued to the secondary payee or paid
in one sum as described in "Termination" on page 20, whichever is elected.
Any election must be in a written form satisfactory to GIAC.
Options Available
o Option 1 - Proceeds Left at Interest: GIAC will hold the proceeds, making
monthly interest payments. The yearly guaranteed interest rate is 3%.
o Option 2 - Payments of a Specified Amount: GIAC will make monthly payments
of a specified amount until the proceeds and interest are fully paid. The
total amount paid each year must be at least 10% of the original proceeds.
Interest will be added to the proceeds each year; the yearly guaranteed
interest rate is 3%.
o Option 3 - Payments for a Specified Period: GIAC will make monthly
payments for the number of years elected. The guaranteed monthly payments
shown in the Option 3 table on page 20 include interest at 3% per year.
o Option 4 - Life Income with 10 Years Guaranteed: GIAC will make monthly
payments for 10 years and for the remaining lifetime of the person on
whose life the option is based. The guaranteed monthly payments shown in
the Option 4 table on page 21 include interest at 3% per year.
o Option 5 - Refund Life Income: GIAC will make monthly payments until the
total amount paid equals the proceeds settled, and for the remaining
lifetime of the person on whose life the option is based. The guaranteed
monthly payments shown in the Option 5 table on page 21 include interest
at 3% per year.
o Option 6 - Joint and Survivor Income with 10 Years Guaranteed: GIAC will
make monthly payments for 10 years and for the remaining lifetime of
either of the two persons on whose lives the option is based. The
guaranteed monthly payments shown in the Option 6 table on page 22 include
interest at 3% per year.
The Payment Option Tables for options 4, 5 and 6 are based on the Annuity 2000
Mortality Tables (male and female), projected 20 years to the year 2020 by:
o 100% of male Scale G factors for males;
o 50% of female Scale G factors for females.
Payment Provisions
o At least $5,000 must be applied under each option selected.
o Each periodic payment must be at least $50.
o The effective date of any option is the date the proceeds become payable.
This date is the option date. Death proceeds are payable as of the date of
the insured's death.
o After an option becomes effective, it cannot be terminated for payment in
one sum, unless otherwise provided.
o The first payment under Option 1 is due one month after the option date.
The first payment under Option 2, 3, 4, 5, or 6 is due on the option date.
o GIAC requires satisfactory proof of age of any person on whose life the
option is based before any payment is made.
o Under Option 4, 5, or 6, the present value of future benefits may not be
withdrawn.
97-VUL Page 19 {POL NO}
<PAGE>
PAYMENT OPTIONS--cont'd
Termination
Upon termination of an option,the amount payable is:
o Under Option 1 or 2, any unpaid proceeds with any accrued interest.
o Under Option 3, the present value on the basis of 3% yearly compound
interest of any unpaid payments for the specified period.
o Under Option 4, 5, or 6, the present value of any unpaid payments for the
guaranteed period. This present value is derived using the interest rate
which was used in computing the actual monthly payment.
PAYMENT OPTION TABLES
OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD
GUARANTEED MONTHLY PAYMENT
FOR EACH $1000 OF PROCEEDS
- --------------------------------------------------------------------------------
Years 1 2 3 4 5 6
Amount $ 84.47 42.86 28.99 22.06 17.91 15.14
Years 7 8 9 10 11 12
Amount $ 13.16 11.68 10.53 9.61 8.86 8.24
Years 13 14 15 16 17 18
Amount $ 7.71 7.26 6.87 6.53 6.23 5.96
Years 19 20 21 22 23 24
Amount $ 5.73 5.51 5.32 5.15 4.99 4.84
Years 25 26 27 28 29 30
Amount $ 4.71 4.59 4.47 4.37 4.27 4.18
- --------------------------------------------------------------------------------
97-VUL Page 20
<PAGE>
PAYMENT OPTION TABLES - cont'd
OPTIONS 4 AND 5 - GUARANTEED MONTHLY PAYMENT FOR EACH $1000 OF PROCEEDS
Option 4* Option 5* Option 4* Option 5*
Age Male Female Male Female Age Male Female Male Female
20 2.93 2.89 2.92 2.88 54 4.13 3.96 4.01 3.88
21 2.95 2.90 2.94 2.89 55 4.20 4.03 4.07 3.94
22 2.97 2.92 2.95 2.91 56 4.27 4.10 4.13 4.00
23 2.98 2.93 2.97 2.92 57 4.35 4.17 4.20 4.06
24 3.00 2.95 2.99 2.94 58 4.43 4.24 4.27 4.13
25 3.02 2.96 3.00 2.95 59 4.52 4.32 4.34 4.20
26 3.04 2.98 3.02 2.97 60 4.61 4.41 4.42 4.27
27 3.06 3.00 3.04 2.99 61 4.71 4.50 4.50 4.35
28 3.08 3.02 3.06 3.01 62 4.81 4.59 4.59 4.43
29 3.10 3.04 3.08 3.03 63 4.92 4.69 4.68 4.52
30 3.12 3.06 3.10 3.05 64 5.03 4.80 4.77 4.61
31 3.15 3.08 3.13 3.07 65 5.15 4.91 4.87 4.70
32 3.17 3.10 3.15 3.09 66 5.28 5.03 4.97 4.81
33 3.20 3.12 3.17 3.11 67 5.41 5.16 5.08 4.91
34 3.22 3.15 3.20 3.13 68 5.54 5.29 5.20 5.03
35 3.25 3.17 3.23 3.16 69 5.68 5.43 5.32 5.15
36 3.28 3.20 3.25 3.18 70 5.83 5.57 5.44 5.27
37 3.31 3.23 3.28 3.21 71 5.98 5.73 5.58 5.41
38 3.35 3.26 3.31 3.24 72 6.14 5.89 5.72 5.55
39 3.38 3.29 3.34 3.26 73 6.30 6.06 5.86 5.70
40 3.42 3.32 3.38 3.29 74 6.46 6.24 6.02 5.86
41 3.45 3.35 3.41 3.32 75 6.63 6.42 6.18 6.03
42 3.49 3.39 3.44 3.36 76 6.80 6.61 6.35 6.20
43 3.53 3.42 3.48 3.39 77 6.97 6.81 6.53 6.39
44 3.58 3.46 3.52 3.43 78 7.15 7.00 6.72 6.59
45 3.62 3.50 3.56 3.46 79 7.33 7.20 6.92 6.80
46 3.67 3.54 3.60 3.50 80 7.51 7.40 7.13 7.03
47 3.72 3.59 3.64 3.54 81 7.68 7.60 7.35 7.26
48 3.77 3.63 3.69 3.58 82 7.86 7.80 7.59 7.52
49 3.82 3.68 3.74 3.63 83 8.03 7.99 7.83 7.78
50 3.87 3.73 3.79 3.67 84 8.19 8.17 8.09 8.06
51 3.93 3.79 3.84 3.72 85 8.35 8.34 8.37 8.35
52 3.99 3.84 3.89 3.77 & over
53 4.06 3.90 3.95 3.82
* Amount payable unless option is irrevocably elected before insured's death to
be automatically effective for death proceeds. If option is elected before
insured's death, add 2 years to annuitant's age at all ages.
+ Guaranteed monthly payments for any ages not shown will be furnished upon
request.
97-VUL Page 21 {POL NO}
<PAGE>
PAYMENT OPTION TABLES - cont'd
OPTION 6-GUARANTEED MONTHLY PAYMENT FOR EACH $1000 OF PROCEEDS+
<TABLE>
<CAPTION>
Female Male Age
Age 50 51 52 53 54 55 56 57 58 59
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.44 3.46 3.48 3.50 3.51 3.53 3.54 3.55 3.57 3.58
51 3.47 3.49 3.50 3.52 3.54 3.56 3.57 3.59 3.60 3.62
52 3.49 3.51 3.53 3.55 3.57 3.58 3.60 3.62 3.63 3.65
53 3.51 3.53 3.55 3.57 3.59 3.61 3.63 3.65 3.67 3.69
54 3.53 3.55 3.58 3.60 3.62 3.64 3.66 3.68 3.70 3.72
55 3.55 3.58 3.60 3.62 3.65 3.67 3.69 3.72 3.74 3.76
56 3.57 3.60 3.62 3.65 3.67 3.70 3.72 3.75 3.77 3.79
57 3.59 3.62 3.65 3.67 3.70 3.73 3.75 3.78 3.80 3.83
58 3.61 3.64 3.67 3.70 3.73 3.75 3.78 3.81 3.84 3.86
59 3.63 3.66 3.69 3.72 3.75 3.78 3.81 3.84 3.87 3.90
60 3.64 3.68 3.71 3.74 3.78 3.81 3.84 3.87 3.90 3.94
61 3.66 3.70 3.73 3.76 3.80 3.83 3.87 3.90 3.94 3.97
62 3.68 3.71 3.75 3.79 3.82 3.86 3.90 3.93 3.97 4.00
63 3.69 3.73 3.77 3.81 3.84 3.88 3.92 3.96 4.00 4.04
64 3.71 3.75 3.79 3.83 3.87 3.91 3.95 3.99 4.03 4.07
65 3.72 3.76 3.80 3.84 3.89 3.93 3.97 4.02 4.06 4.10
66 3.73 3.78 3.82 3.86 3.91 3.95 4.00 4.04 4.09 4.13
67 3.75 3.79 3.83 3.88 3.92 3.97 4.02 4.07 4.12 4.16
68 3.76 3.80 3.85 3.89 3.94 3.99 4.04 4.09 4.14 4.19
69 3.77 3.81 3.86 3.91 3.96 4.01 4.06 4.11 4.17 4.22
70 3.78 3.83 3.87 3.92 3.97 4.03 4.08 4.14 4.19 4.25
<CAPTION>
Female Male Age
Age 60 61 62 63 64 65 66 67 68 69 70
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.59 3.60 3.61 3.62 3.63 3.64 3.65 3.66 3.67 3.67 3.68
51 3.63 3.64 3.65 3.66 3.67 3.68 3.69 3.70 3.71 3.72 3.72
52 3.66 3.68 3.69 3.70 3.72 3.73 3.74 3.75 3.76 3.76 3.77
53 3.70 3.72 3.73 3.75 3.76 3.77 3.78 3.79 3.80 3.81 3.82
54 3.74 3.76 3.77 3.79 3.80 3.82 3.83 3.84 3.85 3.86 3.87
55 3.78 3.80 3.81 3.83 3.85 3.86 3.88 3.89 3.90 3.92 3.93
56 3.81 3.84 3.86 3.87 3.89 3.91 3.93 3.94 3.96 3.97 3.98
57 3.85 3.88 3.90 3.92 3.94 3.96 3.98 3.99 4.01 4.02 4.04
58 3.89 3.92 3.94 3.96 3.99 4.01 4.03 4.05 4.06 4.08 4.10
59 3.93 3.96 3.98 4.01 4.03 4.06 4.08 4.10 4.12 4.14 4.16
60 3.97 4.00 4.02 4.05 4.08 4.11 4.13 4.15 4.18 4.20 4.22
61 4.00 4.04 4.07 4.10 4.13 4.16 4.18 4.21 4.24 4.26 4.28
62 4.04 4.08 4.11 4.14 4.18 4.21 4.24 4.27 4.29 4.32 4.35
63 4.08 4.11 4.15 4.19 4.22 4.26 4.29 4.32 4.35 4.38 4.41
64 4.11 4.15 4.19 4.23 4.27 4.31 4.35 4.38 4.41 4.45 4.48
65 4.15 4.19 4.23 4.28 4.32 4.36 4.40 4.44 4.48 4.51 4.55
66 4.18 4.23 4.27 4.32 4.36 4.41 4.45 4.50 4.54 4.58 4.61
67 4.21 4.26 4.31 4.36 4.41 4.46 4.51 4.55 4.60 4.64 4.68
68 4.25 4.30 4.35 4.40 4.46 4.51 4.56 4.61 4.66 4.71 4.75
69 4.28 4.33 4.39 4.44 4.50 4.56 4.61 4.67 4.72 4.77 4.82
70 4.31 4.36 4.42 4.48 4.54 4.60 4.66 4.72 4.78 4.84 4.89
</TABLE>
+ Guaranteed monthly payments for any ages not shown will be furnished upon
request.
97-VUL Page 22 {POL NO}
<PAGE>
14. GENERAL PROVISIONS
The Contract
The entire contract consists of the Basic Policy and any attached additional
benefit riders, endorsements, the original application and any subsequent
applications for changes that are attached to this policy. GIAC relied upon the
application(s) in issuing this policy. All statements in the application(s) are
assumed to be true to the best knowledge and belief of the person(s) making
them. These statements are representations and not warranties. No statement will
be used to contest this policy unless contained in the application(s).
Only the President, a Vice President, or the Secretary of GIAC may make or
modify this policy. No agent has the authority to:
o change this policy;
o waive any provision of this policy or any of GIAC's requirements; or
o waive an answer to any question in the application(s).
GIAC will not be bound by any promise or statement made by any agent or other
person except as stated above.
Basis of Values
Net Single Premiums and maximum cost of insurance rates under this policy are
based on:
the Commissioners 1980 Standard Ordinary Mortality Table, male or female,
aggregate, with continuous functions for Attained Ages 0 through 14; or
o the Commissioners 1980 Standard Ordinary Mortality Table, male or female,
non-smoker, with continuous functions for Attained Ages 15 through 19; or
o the Commissioners 1980 Standard Ordinary Mortality Table, male or female,
smoker or non-smoker, with continuous functions for Attained Ages 20 and
over; and
o an assumed yearly interest rate of 4%.
All policy values equal or exceed those required by any state statute. A
detailed statement of the method of computing these values has been filed with
each state insurance department.
Age and Sex
If the Age or sex of the insured has been misstated, the amount of death benefit
for the Basic Policy will be that which would be purchased by the most recent
deduction for the cost of insurance charge at the correct Age and sex; the
amount of death benefit for any riders will be that which would be purchased by
the most recent deduction for rider charges at the correct Age and sex.
Incontestability
This policy will be incontestable after it has been in force during the
insured's lifetime for 2 years from its Issue Date. If the Death Benefit Option
is changed from 1 to 2, the amount of any increase in the death benefit will be
incontestable after such increase has been in force during the insured's
lifetime for 2 years from the date the change takes effect. If the Face Amount
has been increased, such increase will be incontestable after it has been in
force during the insured's lifetime for 2 years from the date the increase takes
effect. If GIAC successfully contests a change from Death Benefit Option 1 to 2
or an increase in Face Amount, the death benefit will be what would have been
payable had such change or increase not taken effect.
The contestable period of any additional benefit rider attached to this policy
is stated in the rider.
If this policy is reinstated, statements made in the reinstatement application
will be incontestable after this policy has been in force during the insured's
lifetime for 2 years from the reinstatement date.
Suicide Exclusion
If the insured commits suicide, while sane or insane, within 2 years from the
Issue Date, GIAC's liability will be limited to the greater of (a) or (b) as of
the date of death, where:
o (a) is:
o the sum of all premium payments made under this policy;
less:
o any Policy Debt; and
o any partial withdrawals and surrender charge;
o (b) is the Net Cash Surrender Value.
If the insured commits suicide, while sane or insane within 2 years from the
effective date of any increase in the Face Amount, GIAC's liability with respect
to such increase will be limited to the cost of insurance for such increase. If
the insured commits suicide, while sane or insane, within 2 years from the
effective date of any change from Death Benefit Option 1 to 2, GIAC's liability
will be limited to the death benefit that would have been payable had such
change not taken effect.
97-VUL Page 23 {POL NO}
<PAGE>
GENERAL PROVISIONS--cont'd
Deferment
GIAC reserves the right to defer calculation and payment of this policy's
benefits which are attributable to the Variable Investment Options when:
o the New York Stock Exchange is closed for trading (except for customary
weekend and holiday closings); or
o the Securities and Exchange Commission restricts trading or determines
that an emergency exists; or
o a Variable Investment Option's corresponding mutual fund lawfully suspends
payment or redemption of its shares.
In such situations, GIAC may defer:
o determination or payment of a partial withdrawal, surrender or death
proceeds; or
o determination or payment of policy loans; or
o transfers among the Variable Investment Options; or
o allocation of Net Premiums to the Variable Investment Options.
GIAC may defer the following transactions from the Fixed-Rate Option for up to 6
months from the date GIAC receives the owner's written request in Good Order at
the Executive Office:
o determination or payment of a partial withdrawal, surrender or death
proceeds. GIAC will pay interest on deferred partial withdrawals and
surrenders at a rate not less than 3% a year if any such payment is
deferred 30 days or more; or
o determination or payment of policy loans; or
o transfers from the Fixed-Rate Option.
Communications with GIAC
GIAC receives all communications only at the Executive Office. Please include
the policy number, the full names of the owner and insured, and the owner's
current address in all correspondence with GIAC.
Payments by GIAC
All amounts payable by GIAC are payable at the Executive Office.
Statement to the Owner
GIAC will provide a written statement to the owner once each year. GIAC will
send the statement soon after each Policy Anniversary.
The statement will show the following information as of the most recent Policy
Anniversary:
o the amount of the current death benefit;
o the Policy Account Value and the portion of the Policy Account Value
attributable to the Variable Investment Options and the Fixed-Rate Option;
o the Net Cash Surrender Value and Cash Surrender Value;
o the premiums paid, and charges deducted since the last statement;
o any transfers or partial withdrawals since the last statement; and
o any outstanding Policy Debt.
The statement will also include any other information required by the
jurisdiction where this policy is delivered.
97-VUL Page 24
<PAGE>
ENDORSEMENTS
(Endorsements made at issue may also appear on page 3.)
97-VUL Page 25 {POL NO}
<PAGE>
THIS PAGE IS INTENTIONALLY LEFT BLANK.
<PAGE>
INDEX
Subject Page
Age and Sex 23
Allocation of Net Premiums 10
Assignment 8
Basis of Values 23
Beneficiary 3, 8
Changing the Face Amount 7
Communications with GIAC 24
Continuation of Insurance 15
Crediting Payments 9
Death Proceeds 6
Deferment 24
Definitions 5
Dollar Cost Averaging Option 11
Exchange of Policy 17
The Fixed-Rate Option 13
Grace Period 9
The Guardian Separate Account M 12
Incontestability 23
Investment Units 5, 13
Loan Collateral Account 17
Monthly Cost of Insurance 14
Monthly Deductions 3, 14
No Lapse Guarantee Conditions 9
No Lapse Guarantee Period 9
Owner 3, 7
Partial Withdrawals 15
Payment Options 19, 20
Payment Option Tables 21, 22
Policy Account Value 5, 13, 14, 15
Policy Data 3
Policy Loans 16
Premium Payment 8, 9
Reinstatement 10
Rights Reserved 13
Statement to the Owner 24
Suicide Exclusion 23
Surrender 16
Table of Maximum Monthly Cost of Insurance Rates 4
Table of Net Single Premiums 4
Table of Death Benefit Factors 4
Transaction Deductions 3, 14
Transfers 10
97-VUL Page 26
<PAGE>
Flexible Premium Adjustable Variable Life Insurance Policy
o Flexible premiums payable during the Insured's lifetime
o Adjustable death proceeds payable upon the Insured's death if policy is in
force
o Investment experience reflected in benefits
o Non-participating--No dividends payable
[GRAPHIC OMITTED]
97-VUL
CERTIFICATE OF INCORPORATION
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---oo0oo---
ARTICLE I
Section 1.1 Name. The name of the corporation (hereinafter called the
Corporation) is: THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
ARTICLE II
Section 2.1 Registered Office and Registered Agent. The address of the
Corporation's registered office in the State of Delaware is 100 West 10th
Street, City of Wilmington. The name of its registered agent at such address is
The Corporation Trust Company.
ARTICLE III
Section 3.1 Corporate Purposes. A primary purpose of the Corporation is to
engage in and carry on the business of insurance as permitted under the laws of
Delaware. In addition, and without limitation by the foregoing, the purpose of
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
<PAGE>
Section 3.2 Management and Other Contracts. The Corporation may enter into
a management, supervisory or investment advisory contract and other contracts
with, and may otherwise do business with, any firm or organization
notwithstanding that the directors or officers of the Corporation may be
employees, directors or officers of such firms or organizations, and in the
absence of fraud the Corporation and such firms or organizations may deal freely
with each other, and such other contracts or any other contract or transaction
between the Corporation and such firms or organizations shall not be invalidated
or in any wise affected thereby, nor shall any director or officer of the
Corporation be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it or him under or by
reason of any such contracts or transactions; provided that nothing herein shall
protect any director or officer of the Corporation against any liability to the
Corporation or to its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office; and provided always that
such contracts or transactions shall have been fair to the Corporation as of the
time it was authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.
ARTICLE IV
Section 4.1 Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is twenty thousand (20,000) shares,
all of which shall be one class of common stock of the par value of One Hundred
Dollars ($100.00) each.
<PAGE>
ARTICLE V
Section 5.1 Power of Board to Make By-Laws. The Board may make, alter or
repeal from time to time any of the By-Laws of the Corporation, except any
particular By-Law which is specified as not subject to alteration or repeal by
the Board. Any such particular By-Law may be altered or repealed only by the
affirmative vote at a meeting of the holders of a majority of the shares of
capital stock outstanding or by the written consent of the holders of a majority
of such shares.
Section 5.2 Elections of Directors Need Not be By Written Ballot. The
elections of directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.
ARTICLE VI
Section 6.1 Incorporators. The names and mailing addresses of the
incorporators of the Corporation are:
NAME MAIL ADDRESS
---- ------------
B. J. CONSONO 100 West Tenth Street
Wilmington, Delaware 19899
F. J. OBARA, JR. 100 West Tenth Street
Wilmington, Delaware 19899
J. L. RIVERA 100 West Tenth Street
Wilmington, Delaware 19899
ARTICLE VII
Section 7.1 Reservation of Right to Amend Certificate. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate in the manner now or hereafter prescribed by law, and all
rights and powers
<PAGE>
conferred in this Certificate on stockholders, directors and officers are
subject to this reserved power.
Section 7.2 Right to Amend By-Laws. The Board of Directors is expressly
authorized to make, alter or repeal the By-Laws of the Corporation, except as
otherwise provided in any By-Laws adopted by the stockholders.
WITNESS the signatures of the undersigned this 2nd day of March, 1970.
B. J. CONSONO
F. J. OBARA, Jr.
J. L. RIVERA
<PAGE>
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 2nd day of March, 1970, personally came
before me, a Notary Public for the State of Delaware, F. J. CONSONO, F. J.
OBARA, Jr., and J. L. RIVERA all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
A. DANA ATWELL
---------------------------------
NOTARY PUBLIC
A. Dana Atwell
Notary Public
Appointed October 27, 1969
State of Delaware
Term Two Years
<PAGE>
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, EUGENE BUNTING, Secretary of State of the State Delaware, DO HEREBY
CERTIFY that the above and foregoing is a true and correct copy of Certificate
of Incorporation of "THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.", as
received and filed in this office the second day of March, A.D. 1970, at 10
o'clock A.M.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal at Dover this second day of March in the year of our Lord
one thousand nine hundred and seventy.
EUGENE BUNTING
Secretary of State
R. H. CALDWELL
Ass't Secretary of State
Secretary's Office
1855 Delaware 1793
<PAGE>
Received for Record
March 2nd, A. D. 1970.
Leo J. Dugan, Jr., Recorder.
STATE OF DELAWARE :
: SS.:
NEW CASTLE COUNTY :
Recorded in the Recorder's Office at
Wilmington, in Incorporation Record ,
Vol. Page &c., the 2nd day
of March, A. D. 1970.
Witness my hand and official seal.
Leo J. Dugan, Jr.
Recorder
Recorder's Office
New Castle Co. Del.
Mercy Justice
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * *
The Guardian Insurance & Annuity Company, Inc. a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. (the "Corporation") resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of the Corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "III" and Section thereof
numbered "3.2" so that, as amended, said Article and Section shall be and
read as follows: "Management and Other Contracts. The Corporation may
enter into a management, supervisory or investment advisory contract and
other contracts with, and may otherwise do business with, any firm or
organization notwithstanding that the directors or officers of the
Corporation may be employees, directors or officers of such firms or
organizations, and in the absence of fraud the Corporation and such firms
or organizations may deal freely with each
<PAGE>
other, and such contracts or any other contracts or transaction between
the Corporation and such firms or organizations shall not be invalidated
or in any way affected thereby, nor shall any director or officer of the
Corporation be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it or him under or
by reason of any such contracts or transactions; provided that nothing
herein shall protect any director or officer of the Corporation against
any liability to the Corporation or to its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office; and provided always that such contracts or
transactions shall have been fair as to the Corporation as of the time it
was authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. No director of the Corporation
shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of
<PAGE>
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, The Guardian Insurance & Annuity Company, Inc. has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Arthur V. Ferrara, its President, and Herbert N. Grolnick, its
Secretary, this 29th day of August, 1986.
By
--------------------------------------
Arthur V. Ferrara, President
Attest:
By
--------------------------------------
(CORPORATE SEAL) Herbert N. Grolnick, Secretary
BY-LAWS
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---oo0oo---
ARTICLE I
OFFICES
Section 1. The registered office shall be in Wilmington, Delaware.
Section 2. The corporation may have offices also at such other
places within and without the State of Delaware as the board of directors may
from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of the stockholders for the election of
directors shall be held in New York, New York at such place as may be fixed from
time to time by the board of directors. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.
<PAGE>
Section 2. Annual meetings of stockholders shall, unless otherwise
provided by the board of directors, be held on the third Thursday in February
each year if not a legal holiday, and if a legal holiday, then on the next full
business day following, at 2:00 P.M., at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. In order that the corporation may determine the
stockholders entitled to notice of or to, vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than fifty nor less than ten days before the date of
such meeting, nor more than fifty days prior to any other action. A
determination of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.
Section 4. Written notice of the annual meeting, and any special
meeting stating the place, date and hour thereof, shall be given to each
stockholder entitled to vote thereat not less than ten nor more than fifty days
before the date of the meeting.
Section 5. The officer who has charge of the stock ledger of the
corporation shall prepare, and produce a complete list of the stockholders
entitled to vote at said meeting in accordance with Section 219(a) Title 8 of
the Delaware Code.
<PAGE>
Section 6. Special meetings of the stockholders may be called by the
president and shall be called by the president or secretary by resolution of the
board of directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such resolution or request shall state the
purpose or purposes of the proposed meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, so long as the adjournment is not for more than thirty days and a
new record date is not fixed for the adjourned meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the original meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation a
<PAGE>
different vote is required in which case such express provision shall govern and
control the decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. No proxy or power of attorney to vote shall be used to vote at a
meeting of the stockholders unless it shall have been filed with the secretary
of the meeting when required by the inspectors of election. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by two inspectors of election
who shall be appointed by the board of directors, or if not so appointed, then
by the presiding officer of the meeting.
Section 11. Whenever stockholders are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all
outstanding stock entitled to vote thereon, all in accordance with Section 228,
Title 8 of the Delaware Code.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be five.*(1) By amendment of this by-law the number may be increased
or
- ----------
1 *Amended by board of directors on 11/20/86 to delete the number "five" and
insert in its place "at least seven."
<PAGE>
decreased from time to time by the board of directors within the limits
permitted by law, but no decrease in the number of directors shall change the
term of any director in office at the time thereof. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this article, and each director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected, unless sooner displaced.
Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be
<PAGE>
specified in a notice given as hereinafter provided for special meetings of the
board of directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board of directors.
Section 7. Special meetings of the board of directors may be called
by the president and shall be called by the secretary on the written request of
two directors. Notice of special meetings of the board of directors shall be
given to each director at least three days before the meeting if by mail or at
least 24 hours before the meeting if given in person or by telephone or by
telegraph. The notice need not specify the business to be transacted.
Section 8. At meetings of the board of directors, one-third of the
directors at the time in office but in no event less than two*(2) directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the
- ----------
2 *Amended by board of directors on 11/20/86 to delete the phrase "one-third of
the directors at the time in office but in no event less than two" and insert in
its place the word "five."
<PAGE>
management of the business and affairs of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting or in any written consent of the committee. The member or members of
any such committee present at any meeting and not disqualified from voting may,
whether or not he or they constitute a quorum, unanimously appoint another
member of the board of directors to act at the meeting in the place of any
absent or disqualified member.
Section 10. The committees shall keep regular minutes of their
proceedings and report the same to the board of directors.
Section 11. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.
Section 12. The directors may be paid their expenses of attendance
at each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
<PAGE>
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders mailed to them at
their addresses appearing on the books of the corporation shall be deemed to be
given at the time when deposited in the United States mail.
Section 2. Whenever any notice is required to be given a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent of
notice. Attendance of a person at a meeting of a stockholders or of directors
shall constitute a waiver of notice of such meeting except when the stockholder
or director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors at its first meeting after each annual meeting of
stockholders and shall be a president, who shall be a director, and a vice
president, a secretary, a treasurer and such other officers and agents as the
board desires who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the board or as set forth in these by-laws. Any number of offices may be held by
the same person.
<PAGE>
Section 2. The salaries of all officers of the corporation shall be
fixed by the board of directors.
Section 3. Any officer may be removed at any time by the board of
directors with or without cause. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors if the office is not discontinued.
*(3)Section 4. The president shall be the chief executive officer of
the corporation, shall preside at all meetings of the stockholders and shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are carried into
effect. He shall execute on behalf of the corporation and may affix or cause the
seal to be affixed to all instruments requiring such execution except to the
extent the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation or as
provided herein.
Section 5. The vice presidents shall act under the direction
of the president and in the absence or disability of the president, in the order
of seniority specified by the board, they shall perform the duties and exercise
the powers of the president. They shall perform such other duties and have such
other powers as the president or the board of directors may from time to time
prescribe.
Section 6. The secretary shall act under the direction of the
president. Subject to the direction of the president he shall attend all
meetings of the board of
- ----------
3 *Amended by board of directors 6/3/82 to read: "Unless the board of directors
shall elect a chairman as chief executive officer, the president shall be the
chief executive officer of the corporation . . . ."
<PAGE>
directors and all meetings of the stockholders and record the proceedings. He
shall perform like duties for the standing committees when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the board of directors, and shall perform such other duties
as may be prescribed by the president or the board of directors. He shall keep
in safe custody the seal of the corporation and cause it to be affixed to any
instrument requiring it.
Section 7. The treasurer shall act under the direction of the
president. Subject to the direction of the president he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by
the president or the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation. He may affix or cause to be affixed the seal of the corporation to
any instrument requiring it.
Section 8. On behalf of the corporation any officer may execute and
affix the corporate seal to documents necessary in the management of the affairs
of the corporation. Where two signatures are required, any two officers may
execute such documents.
<PAGE>
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the president or a vice president and the treasurer or the secretary of the
corporation, certifying the number of shares owned by him in the corporation.
Section 2. The board of directors may direct a new certificate of
stock to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed
Section 3. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation, if it is satisfied that all provisions of the
certificate of the incorporation and these by-laws regarding transfer of shares
and restrictions on such transfers have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
<PAGE>
Section 4. The corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
MISCELLANEOUS
Section 1. Dividends upon the shares of the capital stock of the
corporation may be declared and paid by the board of directors from the funds
legally available. Dividends may be paid in cash, in property, or in shares of
the capital stock of the corporation.
Section 2. Before the payment of any dividends there may be set
aside, out of any funds of the corporation available for dividends, such sum or
sums as the board of directors from time to time in its absolute discretion may
think proper, as a reserve or reserves to meet contingencies or for any other
purpose the directors shall think conducive to the interest of the corporation.
The board of directors may modify or abolish any such reserve.
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officers or offices or such other person or
persons as the board of directors may from time to time designate.
<PAGE>
Section 4. The fiscal year of the corporation shall be the calendar
year unless changed by the board of directors.
Section 5. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
ARTICLE VIII
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissable under
and pursuant to any procedure specified in the General Corporation Law of the
State of Delaware from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective
<PAGE>
rights of indemnification under any by-law, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.
The board of directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The board of directors may from time to time adopt further by-laws
with respect to indemnification and may amend these and such by-laws to provide
all time the fullest indemnification permitted by the General Corporation law of
the State of Delaware.
ARTICLE IX
AMENDMENTS
Section 1. The by-laws may be amended by a majority vote of all the
stock issued and outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
Section 2. The board of directors by a majority vote of the whole
board at any meeting may amend these by-laws, including by-laws adopted by the
stockholders, but the stockholders may from time to time specify particular
provisions of the by-laws which shall not be amended by the board of directors.
AMENDED AND RESTATED
AGREEMENT FOR SERVICES AND REIMBURSEMENT THEREFOR
This Agreement, dated the 18th of November, 1994, amends and restates the
Agreement for Services and Reimbursement Therefor, dated June 22, 1970, between
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York Corporation having
its principal place of business at 201 Park Avenue South, New York, New York
10003 (hereinafter called "GUARDIAN") and THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC., a Delaware Corporation having its principal place of business at
201 Park Avenue South, New York, New York 10003 (hereinafter called "THE
SUBSIDIARY").
WHEREAS, THE SUBSIDIARY is an insurance company wholly owned by GUARDIAN,
and
WHEREAS, THE SUBSIDIARY was organized for the purpose among others of
distributing variable insurance and annuity products which are subject to the
regulation of the Securities and Exchange Commission and whose benefits are
dependent upon the performance of a portfolio of common stocks and other
investments, and
WHEREAS, the net profit or net loss of THE SUBSIDIARY will ultimately
belong to GUARDIAN as the sole owner of the stock;
NOW, THEREFORE, in consideration of the mutual advantages which will
accrue to each of the parties, it is hereby convenanted and agreed as follows:
1. THE SUBSIDIARY will develop and qualify its various products for sale
to the public through those members of the Guardian Field Force and others as
may become eligible to do so.
2. THE SUBSIDIARY will account for and administer its own activities as an
Insurance Company in accordance with the laws of the several states and the
federal laws and regulations of the Securities and Exchange Commission where
applicable.
3. THE SUBSIDIARY undertakes to follow standards set by GUARDIAN in its
operations.
4. As consideration for this Agreement and in connection with carrying out
the provisions hereof, GUARDIAN agrees to provide office space, furniture,
equipment, heat and light and clerical staff. It is further agreed that GUARDIAN
will pay salaries and provide pension benefits and other employee services
including health care
<PAGE>
benefits on the same basis for THE SUBSIDIARY'S officers and staff as for
regular full-time GUARDIAN employees. In the case of those individuals not fully
occupied in work for THE SUBSIDIARY, the proportion of salaries and other costs
attributable to the individual which should be charged to THE SUBSIDIARY will be
determined by time analysis methods. The total of such costs incurred and paid
by GUARDIAN on behalf of THE SUBSIDIARY will be repaid by THE SUBSIDIARY to
GUARDIAN at quarterly intervals upon demand accompanied by a detailed statement
substantiating the amount claimed. Such costs will be allocated by GUARDIAN to
THE SUBSIDIARY using GUARDIAN's cost accounting system. Costs will be allocated
to THE SUBSIDIARY based upon services provided by various Departments of
GUARDIAN as determined by either the Department's supervising officer or manager
or through an allocation developed by GUARDIAN's Cost Accounting Department
utilizing asset information, head count or overhead information.
THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
/s/ Frank L. Pepe By /s/ John M. Smith
- ---------------------------- --------------------------------------
Witness
THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA
/s/ Frank L. Pepe By /s/ Peter L. Hutchings
- ---------------------------- --------------------------------------
Witness
The Guardian Insurance & Annuity Company, Inc. (GIAC)
Executive Office:
201 Park Avenue South
Mail Station 215-B
New York, New York 10003
APPLICATION TO THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
SUPPLEMENT FOR VARIABLE LIFE INSURANCE
================================================================================
Please print the following information:
Section 1: Proposed Insured
This Supplement is part of the application for variable life insurance on
the life of the Proposed Insured. (please print full name):
Name______________________________________________________________________
First Middle Last
Application Number________________________________________________________
- --------------------------------------------------------------------------------
Section 2: Smoking Status (Both questions apply to Proposed Insureds)
Have you smoked cigarettes in the past 24 months? Yes |_| No |_|
Have you used tobacco in any form in the past 24 months? Yes |_| No |_|
- --------------------------------------------------------------------------------
Section 3: Death Benefit Options
Please check one of the options shown below.
Option 1 |_| Option 2 |_|
- --------------------------------------------------------------------------------
Section 4: Life Insurance Tests Under Section 7702 of the Federal Income
Tax Code
Complete this Section only if applying for Variable Flexible Premium
Adjustable Life Insurance
Section 7702 specifies the rules under which life insurance death proceeds
are excludible from gross income. Please check one of the tests shown
below. Once elected, such test cannot be changed. If no test is elected,
the automatic Life Insurance Test will be the Guideline Premium Test.
Cash Value Accumulation Test |_| Guideline Premium Test |_|
- --------------------------------------------------------------------------------
Section 5: Planned Premium Payment
Complete this Section only if applying for Variable Flexible Premium
Adjustable Life Insurance
Planned Premium Payment Amount $___________________
Planned premiums may be payable (please check one):
Annually |_| Semi-Annually |_|
Quarterly |_| Guard-O-Matic (monthly check plan). Submit GOM
form R223 and a void check.
- --------------------------------------------------------------------------------
<PAGE>
================================================================================
The planned premium is an amount the Owner elects to pay. However, this is
a flexible premium policy. After the first premium, no other premium is
required to be paid as long as the Net Cash Surrender Value is sufficient
to cover monthly deductions when due; if this condition is not met, the
policy may lapse without value.
P1-24 GIAC
<PAGE>
================================================================================
Section 6: Dollar Cost Averaging Transfer Option
The portion of the Policy Account Value attributable to The Guardian Cash
Fund on the date this option is elected must be at least 12 times the
amount designated for transfer each month. The minimum transfer amount per
fund, per month is $100. Each month, GIAC will dollar cost average from
The Guardian Cash Fund the following amounts into:
$_____ Value Line Centurion Fund $_____ The Guardian Stock Fund
$_____ Value Line Strategic Asset $_____ The Guardian Bond Fund
Management Trust $_____ Baillie Gifford International
$_____ The Guardian Cash Fund Fund
$_____ The Guardian Small Cap $_____ MFS Growth With Income Series
Stock Fund $_____ Fixed-Rate Option
$_____ Other____________________ $_____ Other____________________
$_____ Other____________________
All values under this policy which are based on the investment experience of the
separate account are variable, may increase or decrease daily and are not
guaranteed. The death proceeds, Policy Account Value and Cash Surrender Value
under this policy may increase or decrease daily, depending upon payments made,
the investment experience of the separate account, the amount of interest
credited to the Fixed-Rate Option, the amount of charges deducted and whether
partial withdrawals or policy loans are taken. There is no minimum guaranteed
Cash Surrender Value.
Notice: If more than $100,000 is received prior to the later of: (a) 45 days
from the date Part 1 of the completed application for this policy is signed or
(b) 15 days after the Issue Date, GIAC will allocate the Net Premiums associated
with this excess to The Guardian Cash Fund; any amounts allocated to the
Fixed-Rate Option will not be counted towards this limit. On the later of (a) or
(b), GIAC will reallocate any amounts in The Guardian Cash Fund attributable to
this excess in accordance with the allocation percentages then in effect.
I (We) have read the above information. I (We) agree that the answers to the
questions in Section 2 are true to the best of my (Our) belief.
Dated at________________________________ on____________________________________
City and State Month Day Year
- --------------------------------------- ---------------------------------------
Signature of Proposed Insured Signature of Applicant/Owner
if Other than Proposed Insured
- --------------------------------------- ---------------------------------------
Soliciting Agent/Dealer - Please Print Signature of Soliciting Agent/Dealer
(Witness)
================================================================================
<PAGE>
P1-24 GIAC
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
================================================================================
EXHIBIT - 99.1.A (11)
ISSUANCE, TRANSFER AND REDEMPTION PROCEDURES
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY
Description of the
Issuance, Transfer and Redemption Procedures for FPVL Policies
Pursuant to Rule 6e-3(T)(b)(12)(iii)
Under the Investment Company Act of 1940
and
Method of Computing Adjustments in
Payment and Cash Values
Upon Conversion to Fixed Benefit Life Policies
Pursuant to Rule 6e-3(T)(b)(13)(v)(B)
Under the Investment Company Act of 1940
This document sets forth the administrative procedures that will be
followed by The Guardian Insurance & Annuity Company, Inc. ("GIAC") in
connection with the issuance of its Flexible Premium Adjustable Variable Life
Insurance Policy with (the "Policy/Policies"), the transfer of assets held under
the Policies, and the redemption by Policyowners of their interests in said
Policies. This document also explains the method that GIAC will follow in making
cash adjustments when a Policy is exchanged for a fixed-benefit life insurance
policy. Defined terms indicated by initial upper case letters have the same
meaning herein as in the registration statement on Form S-6 for the Policies and
the Separate Account through which they are issued (Reg. No. 33-_____).
<PAGE>
I. Procedures Relating to Issuance of the Policy*
A. Premiums and Underwriting Standards
Minimum Annual Premiums for GIAC's Policy will not be the same for all
owners. Insurance is based on the principle of pooling and distribution of
mortality risks, which assumes that each owner pays premiums commensurate with
the insured's mortality risk as actuarially determined, reflecting factors such
as age, sex, health and occupation. A uniform premium for all insureds would
discriminate unfairly in favor of those insureds representing greater risks.
Although there will be no uniform Minimum Annual Premium for all insureds, there
will be a single price for all insureds of the same age and sex who are within
the same risk classification. In addition to a Minimum Annual Premium, a Policy
will also have a Planned Premium which is the premium the policyowner plans to
pay on a regular basis. Neither the Minimum Annual Premium nor the Planned
Premium is required to be paid, but payment of the Minimum Annual Premium during
the first two policy years will keep the No Lapse Guarantee in effect during
that period.
The Policy will be offered and sold pursuant to established premium
schedules and underwriting standards and in accordance with state insurance
laws. The prospectus for the Policies specifies Minimum Annual Premium for
certain illustrative ages and risk classifications. The Minimum Annual Premium
and any additional benefits acquired by rider to the Policy that are to be paid
by a Policyowner will be specified in the Policy issued to such owner.
- ----------
* The term "Policy" refers to the Policy described in the Prospectus (contained
in the registration statement to which this document is an exhibit) exclusive of
any Additional Benefit Riders described in Appendix E to the Prospectus.
-2-
<PAGE>
B. Application and the Processing of Policy Premium Payments
When a completed application is received, GIAC will follow certain
insurance underwriting (i.e., evaluation of risk) procedures designed to
determine whether the proposed insured is insurable. This process may involve
such verification procedures as medical examinations, and may require that
further information be provided about the proposed insured before a
determination can be made. A Policy will not be issued until this underwriting
procedure has been completed. Permanent coverage under a Policy begins when all
underwriting requirements have been met, the Initial Premium has been paid, and
the Policy has been delivered while the insured is living.
Owners of certain fixed-benefit life insurance policies issued by GIAC or
its parent, The Guardian Life Insurance Company of America, may be able to
purchase the Policy (i) without evidence of insurability, by exchanging their
present policies or (ii) without evidence of insurability, or with simplified
underwriting, by exercising applicable riders to their fixed-benefit life
insurance policies. Policyowners who elect to convert to a Park Avenue Life
policy may receive a credit upon conversion in an amount up to one Minimum
Annual Premium.
The Policy Date is the date as of which the insured's Age is determined.
It is the date when the Policy is issued. The Policy Date is used to measure
Policy months and Policy years.
Under certain circumstances, GIAC will permit a policy to be backdated,
upon request, but only to a Policy Date not earlier than six months prior to the
date the application is signed. To backdate a policy, GIAC will require the
payment of all Policy premiums that would have been due had the application date
coincided with the backdated Policy Date. Also, on the Issue Date, all Monthly
Deductions for the period from the backdated Policy Date to the Issue Date will
be deducted.
-3-
<PAGE>
GIAC credits and allocates any payment received on or before the Issue
Date in an amount not exceeding $100,000 to the investment divisions of the
Separate Account (i.e., the Variable Investment Options) chosen by the
Policyowner and/or the Fixed-Rate Option as of the Issue Date. Only the Net
Premium amount will be allocated among the Variable Investment Options and the
Fixed-Rate Option. The Net Premium is the premium minus the Premium Charge which
is described in the prospectus. Once a Policy is in force, GIAC credits and
allocates that portion of any payment that is used to pay a Policy premium as of
the Business Day such payment is received if it receives such a payment before
the close of business at its Executive Office. Prior to the later of (i) 45 days
after the application is signed or (ii) 15 days after the Issue Date, Net
Premium in excess of $100,000 will be allocated to The Guardian Cash Fund. After
expiration of this period, any amounts so allocated will be re-allocated in
accordance with the Policyowner's then current allocation instructions. After
payment of the Initial Premium, premiums may be paid at any time and in any
amount subject to certain limitations.
II. Procedures Relating to Transfers Among Investment Divisions
The Account is subdivided into investment divisions which correspond to
the mutual funds (collectively referred to as the "Funds") currently offered
under the Policies. Each of the Funds is registered under the Investment Company
Act of 1940 as an open-end diversified management investment company.
Net Premiums for the Policy are allocated to the investment divisions
designated in the application, or as changed in writing by the Policyowner.
The Policyowner may transfer all or a portion of the unloaned Policy
Account Value among the Account's investment divisions as often as he/she
wishes. However, the number of options in which the Policy Account Value may be
invested or held at any one time, including the Fixed-Rate Option, cannot exceed
7, and GIAC reserves the right to limit such transfers to no more frequently
than once every 30 days. Transfers may be requested in writing or by telephone.
Transfers are effective as of the end of the Business Day on which the request
is received. The minimum transfer amount is the lesser of $500 or the entire
amount held in the investment division from which GIAC effects a transfer.
-4-
<PAGE>
The Policyowner may elect to have designated dollar amounts automatically
transferred on each Monthly Date from The Guardian Cash Fund Investment Division
to one or more of the other investment divisions or the Fixed-Rate Option for a
minimum of 12 months. The minimum automatic transfer amount is $100 per
receiving option.
III. Procedures Relating to Redemptions Under the Policy
A. Partial Withdrawals
After the first Policy year and while the insured is living, the
Policyowner may take withdrawals from the Net Cash Surrender Value. The minimum
net partial withdrawal amount is $500 and any applicable surrender charges which
will be imposed as described in the prospectus for the Policies if a partial
withdrawal reduces the Policy's Face Amount. See below.
GIAC assesses a pro rata surrender charge if the partial withdrawal causes
a Face Amount reduction during the first 15 policy years of the Initial Face
Amount or Policy Segment affected. Any portion of a partial withdrawal which
exceeds the amount eligible for a free partial withdrawal, as described below,
will reduce the Face Amount. The Face Amount will be reduced by the amount of
partial withdrawal in excess of the free partial withdrawal amount. When the
Face Amount of a Policy is based on one or more increases subsequent to issuance
of the Policy, a reduction resulting from a partial withdrawal will be applied
against the Face Amount provided by the most recent increase, then against the
next most recent increases successively and finally equal the Initial Face
Amount. GIAC will calculate the amount eligible for a free partial withdrawal on
the date it receives the policyowner's written request for a partial withdrawal
as follows:
Under the Cash Value Accumulation Test, the amount of a free partial
withdrawal will equal the excess, if any, of (a) over (b) where:
(a) equals the Policy Account Value; and
-5-
<PAGE>
(b) equals the Face Amount times the applicable net single premium (the table
of net single premiums is set forth in the policy). If the date GIAC
receives the request for a partial withdrawal is not a Policy Anniversary,
the net single premium is determined by interpolation between net single
premiums on the Policy Anniversaries before and after such date.
Under the Guideline Premium and Cash Value Corridor Test, the amount of a
free partial withdrawal will equal the excess, if any, of (a) over (b) where:
(a) equals the Policy Account Value; and
(b) equals the Face Amount divided by the applicable Death Benefit Factor
shown in the Policy.
The requested partial withdrawal amount will be deducted from the Variable
Investment Options specified in the Policyowner's request as of the Business Day
of the Policyowner's request until the Policy Account Value attributable thereto
is exhausted and then from the Fixed-Rate Option. If no options are specified
the amount will be deducted proportionately from the Variable Investment Options
until exhausted and then from the Fixed-Rate Option. Payment will typically be
made within seven days of the date that GIAC received the Policyowner's partial
withdrawal request. After effecting a partial withdrawal, the remaining Cash
Surrender Value must be sufficient to cover Monthly Deductions for three months
and the Face Amount remaining must not be less than GIAC's then current minimum
Face Amount.
B. Face Amount Decreases and Increases
On or after the first Policy Anniversary, the Policyowner may ask GIAC to
decrease the Face Amount of his/her Policy. The minimum reduction is $5,000. The
reduction will take effect on the Monthly Date coinciding with or next following
the date that GIAC approves the change.
-6-
<PAGE>
GIAC will deduct surrender charges as described in the prospectus if the
Face Amount is reduced during the first 15 Policy years. The Minimum Annual
Premium, Policy Account Value, Monthly Deductions, Surrender Charge, Target
Premiums, and any benefits provided under additional benefit riders that relate
to the Policy's Face Amount will generally decrease after a Face Amount
reduction. When the Face Amount of a Policy is based on one or more increases
subsequent to issuance of the Policy, a requested decrease in Face Amount will
be applied against the Face Amount provided by the most recent increase, then
against the next most recent increases successively and finally against the
Initial Face Amount.
Effective on the first Policy Anniversary or any Policy Anniversary
thereafter until the Policy Anniversary nearest the date on which the insured
reaches age 70, a Policyowner may ask GIAC to increase the Face Amount of
his/her Policy. The minimum increase is $10,000. The increase will take effect
on the Policy Anniversary following GIAC's receipt of the request, provided the
insured is alive on that date.
The increase will be issued as a separate Policy Segment with a separate
and distinct underwriting class, cost of insurance rates, surrender charges and
expense charges. Premiums will be allocated to the Initial Face Amount and each
Policy Segment in amounts not to exceed the Target Premium for each on an annual
basis, such that when the sum of premiums paid during the policy year exceeds
the Target Premium for the Initial Face Amount, the premium will then be
allocated to the first Policy Segment. When, in a policy year, the sum of
premiums paid exceeds the sum of all applicable Target Premiums, the excess
premium will be allocated pro-rata to the Target Premium for the Initial Face
Amount and each Policy Segment.
An increase in the Face Amount will usually result in the policy's being
subject to new surrender charges. The new surrender charges will be computed as
if a new policy were being purchased for the increase in Face Amount and a new
15 year surrender charge period will apply to the Policy Segment resulting from
an increase.
-7-
<PAGE>
No additional premium is required for a Face Amount increase. However, a
premium payment may be necessary to prevent the Policy from going into default,
since new surrender charges would reduce the Net Cash Surrender Value of the
Policy.
C. Policy Loans
While the insured is alive, a Policyowner may borrow all or part of a
Policy's "loan value," by assigning the Policy to GIAC as security for the loan.
A Policy's loan value is 90% of the Cash Surrender Value on the date that GIAC
receives a proper, written loan request (which includes an assignment of the
Policy) at its Executive Office, minus any then outstanding Policy Debt. The sum
of any outstanding loan amounts plus accrued loan interest is the Policy Debt.
Policy loan proceeds will ordinarily be paid within seven days of the date that
GIAC received the loan request. The minimum loan amount is $500.
When a Policyowner takes a loan, GIAC transfers the amount of the loan
from the Variable Investment Options and the Fixed-Rate Option into a Loan
Collateral Account within GIAC's general account. GIAC will first transfer
amounts held in the Variable Investment Options in proportion to the Policy
Account Value held in such options as of the date it received the loan request.
If the requested loan exceeds the Policy Account Value held in the Variable
Investment Options, GIAC will transfer the excess amount from any Policy Account
Value then held in the Fixed-Rate Option.
GIAC charges the Policyowner interest on all outstanding loans at an
annual rate of 8% until the later of the twentieth Policy Anniversary or the
insured's Attained Age 65, at which time the annual rate decreases to 5% for all
existing and new loans. Interest accrues daily and is payable in arrears on
Policy Anniversaries. If loan interest is not paid when due, GIAC automatically
increases the outstanding loan by transferring amounts from the Variable
Investment Options and the Fixed-Rate Option to the Loan Collateral Account, in
the manner and order described above so that the Loan Collateral Account will be
equal to the Policy debt as of the Policy Anniversary that loan interest was not
paid. Amounts in the Loan Collateral Account earn interest from the date of
transfer at a rate equal to the difference between the loan interest rate then
in effect and the Loan Spread then in effect.
-8-
<PAGE>
The Loan Spread will not exceed 2%.
The Policyowner may repay all or part of the Policy Debt. The minimum loan
repayment amount is the lesser of $100, unless the repayment accompanies the
then outstanding Policy Debt.
When GIAC credits and allocates a loan repayment, it first determines the
ratio the amount of the repayment bears to the outstanding Policy Debt on that
date. It then applies this ratio to the Policy Debt, accrued loan interest and
the Loan Collateral Account interest and transfers from the Loan Collateral
Account the amount of the repayment, minus the resulting proportional amount of
accrued loan interest, plus the resulting proportional amount of accrued Loan
Collateral Account interest, as follows:
*first, into the Fixed-Rate Option to repay all loans provided by Policy Account
Value which had been attributable to the Fixed-Rate Option; and
*then, into the Variable Investment Options and Fixed-Rate Option in accordance
with the Net Premium allocation instructions then in effect.
If the Policy Debt exceeds the Cash Surrender Value on a Monthly Date, the
Policy could lapse. GIAC will notify the Policyowner that a specified loan
repayment is required to keep the Policy in force, unless the No Lapse Guarantee
is in effect.
D. Surrender
If the insured is alive, the Policyowner may surrender the Policy by
submitting to GIAC a written and signed request (in a form acceptable to GIAC)
together with the Policy or an acceptable affidavit of loss. GIAC will normally
pay the Net Cash Surrender Value as of the Business Day on which it received the
surrender request within seven days. All insurance coverage ends as of the
Business Day that GIAC computes the Net Cash Surrender Value for surrender.
-9-
<PAGE>
The Net Cash Surrender Value on any given date is the Policy Account Value
minus any surrender charge, minus any Policy Debt. GIAC assesses a surrender
charge if a Policy is surrendered during the first 15 Policy years. This charge
is described in the prospectus for the Policy. Fractional surrender charges are
imposed when the Face Amount is reduced during the first 15 Policy years.
The Net Cash Surrender Value can be paid in a single sum or under one of
the payment options described in the prospectus for the Policy. At least $5,000
must be applied under each option selected, and periodic payments under a
payment option must be at least $50. Other restrictions and limitations are set
forth in the Policy and described in the prospectus.
If a Policy premium or required loan repayment (see above) remains unpaid
by the end of a 61-day grace period from its due date, the Policy lapses as of
the end of the grace period unless the No Lapse Guarantee is in effect. If the
No Lapse Guarantee is in effect, the Policy will not lapse during the first two
policy years even if the Policy's Net Cash Surrender Value is insufficient to
meet the Monthly Deductions due at the beginning of a policy month. Once the
Policy lapses, the Policyowner may take steps to fulfill the conditions for
reinstatement (see below) or surrender the Policy for its Net Cash Surrender
Value. The No Lapse Guarantee cannot be reinstated once terminated.
-10-
<PAGE>
E. Death Claims
GIAC will normally pay the death proceeds under a Policy to the
beneficiary within seven (7) days after it has received due proof of the
insured's death and all other required information or documentation necessary to
make payment.**
The Policy provides two death benefit options. The Policyowner must choose
an option on the Policy application. Regardless which death benefit option is
chosen by the policyowner, after the Policy Anniversary nearest to the insured's
100th birthday, the death benefit is equal to the Policy Account Value.
The death benefit provided under Option 1 is the greater of:
*the Face Amount in effect on the date of the insured's death; or
*the minimum death benefit then required under Section 7702 of the
Internal Revenue Code on the Monthly Date preceding the insured's death.
The death benefit provided under Option 2 is the greater of:
*the Face Amount on the date of the insured's death plus the Policy
Account Value as of the Monthly Date preceding the insured's date of
death; or
*the minimum death benefit then required under Section 7702 of the
Internal Revenue on the Monthly Date preceding the insured's date of
death.
Any partial withdrawals taken between the Monthly Date and the date of death
will reduce the death benefit under Option 1 or 2 by the amount of the partial
withdrawal and any applicable surrender charge.
- ----------
** State insurance laws impose various requirements, such as receipt of a tax
waiver, before an insurer may pay a death benefit. In addition, payment of the
death benefit is subject to the provisions of the Policy regarding suicide and
incontestability.
-11-
<PAGE>
The minimum death benefit required under Section 7702 of the Internal Revenue
Code on any Monthly Date is determined, at the election of the policyowner, by
either the Cash Value Accumulation Test or the Guideline Premium and Cash Value
Corridor Test. This election, once made, cannot be changed. The minimum death
benefit required on any Monthly Date is: (1) for the Cash Value Accumulation
Test, 1,000 multiplied by the Policy Account Value on the Monthly Date divided
by the net single premium per $1000 for the insured's Attained Age, sex and
underwriting class. The net single premium is adjusted to the Monthly Date
preceding the date of death. A table of net single premiums is set forth in the
Policy; (2) for the Guideline Premium and Cash Value Corridor Test, the Policy
Account Value on the Monthly Date preceding the insured's date of death
multiplied by the factor shown in the Table of Death Benefit Factors in the
Policy.
On or after the first Policy Anniversary, the Policyowner may change the
death benefit option in effect for his/her Policy once each Policy year.
Evidence of insurability is required to change from Option 1 to Option 2.
The death proceeds payable to the beneficiary will include any proceeds
provided by additional benefit riders, but will be reduced by any outstanding
Policy Debt and the amount of any due but unpaid Monthly Deductions. If the
insured dies during the grace period, GIAC will calculate the death benefit as
though any required premium had been paid and then deduct the portion of such
premium that relates to periods through the Policy month of death from the
payable death proceeds.
GIAC will pay the death benefit from its general account, and will
transfer assets from the Separate Account to its general account in an amount
equal to the reserve liability applicable to the Policy held in the Account. Any
excess of the insurance amount over the Face Amount will be paid out of the
general account reserve maintained for that purpose.
The death proceeds can be paid in a single sum or under one of the payment
options described in the prospectus for the Policy. The Policyowner may elect
how death proceeds are to be paid while the insured is alive. If no election is
in effect when the insured
-12-
<PAGE>
dies, the beneficiary makes the election. An option in effect at death may not
be changed after death. At least $5,000 must be applied under each option
selected, and periodic payments under a payment option must be at least $50.
Other restrictions and limitations are set forth in the Policy and described in
the prospectus.
IV. Deferment of Benefits
GIAC can delay the payment of death proceeds if the Policy is being
contested and may postpone calculating or paying any benefit or effecting other
Policy transactions involving any Policy Account Value held in the Separate
Account's investment divisions if: (i) the New York Stock Exchange is closed for
other than weekends or holidays, or trading is restricted; (ii) the Securities
and Exchange Commission determines that a state of emergency exists which may
make Policy transactions impracticable; or (iii) at any other time when one or
more of the Variable Investment Options' corresponding Funds lawfully suspends
payment or redemption of their shares.
V. Reinstatement
A lapsed Policy that has not been surrendered for cash may be eligible for
reinstatement within three months after the date of default. The insured must be
living when GIAC effects the reinstatement. GIAC must receive a written
application for reinstatement, which includes satisfactory evidence of
insurability. In addition, GIAC requires:
*repayment or reinstatement of any outstanding Policy Debt as of the date
of default with applicable interest compounded yearly; and
*payment of any unpaid Monthly Deductions on the date of default with
interest at an annual rate of 6% from the date of default to the date of
reinstatement; and
*payment of an amount equal to the greater of 3 Monthly Deductions or an
amount that provides a positive Net Cash Surrender Value.
-13-
<PAGE>
VI. Cash Adjustment Upon Exchange of Policy
In accordance with Rule 6e-3(T)(b)(13)(v)(B), the Policyowner may exchange
the Policy for a permanent fixed-benefit whole life insurance policy offered by
GIAC or its affiliate, without submission of new evidence of insurability,
within 24 months of issuance of a Policy. The new policy will have the same Face
Amount as the original Policy on the exchange date. The new policy will have the
same Policy Date, and the insured's Age and underwriting classification will be
retained for the new policy. This exchange privilege is designed to permit a
Policyowner to opt out of this Policy which provides benefits that vary with
investment results in order to obtain a similar policy which provides a fixed
benefit. There may be a cost or credit to be paid upon this type of exchange,
depending on the amount applied to the new policy. The amount applied to the new
policy is the greater of (1) or (2) where:
*(1) is the cumulative premiums for the new policy with interest at 6%
minus the cumulative premiums for the exchanged Policy with annual
interest at 6%; and
*(2) is the guaranteed cash value of the new policy minus the Cash
Surrender Value of the exchanged Policy on the exchange date. The cash
value will depend on the new policy's face amount, underwriting class, and
the insured's age and sex on the policy date.
If the greater amount is less than zero, the issuer of the new policy will
pay an exchange credit to the owner. If the greater amount is more than zero,
the owner must pay the exchange cost to the issuer of the new policy.
-14-
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Peter L. Hutchings, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Peter L. Hutchings
----------------------------
Peter L. Hutchings
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Leo R. Futia, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Leo R. Futia
----------------------------
Leo R. Futia
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Philip H. Dutter, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Philip H. Dutter
----------------------------
Philip H. Dutter
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Edward K. Kane, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Edward K. Kane
----------------------------
Edward K. Kane
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Frank J. Jones, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Frank J. Jones
----------------------------
Frank J. Jones
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Arthur V. Ferrara, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Arthur V. Ferrara
----------------------------
Arthur V. Ferrara
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Joseph D. Sargent, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Joseph D. Sargent
----------------------------
Joseph D. Sargent
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that William C. Warren, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ William C. Warren
----------------------------
William C. Warren
