Registration No. 811-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-8B-2
REGISTRATION STATEMENT
OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
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THE GUARDIAN SEPARATE ACCOUNT N
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(Exact Name of Trust)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of depositor)
7 Hanover Square
New York, New York 10004
(Complete address of depositor's principal executive offices)
7 Hanover Square
New York, New York 10004
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(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates only for
purposes of information provided herein
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
The Guardian Separate Account N
(the "Separate Account")
The Separate Account has no Internal Revenue Service
Employer Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
Flexible Premium Adjustable Variable Life Insurance Policies
(the "Policies")
2. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each depositor of the
trust.
The Guardian Insurance & Annuity Company, Inc.
7 Hanover Square
New York, New York 10004
IRS Employer Identification Number: 13-2656036
3. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class or series of securities
each custodian or trustee is acting.
GIAC will hold in its own custody all of the securities of the
Separate Account.
4. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
No Policies are being distributed currently. When distribution
commences, Guardian Investor Services Corporation ("GISC")
will be the principal underwriter.
Guardian Investor Services Corporation
7 Hanover Square
New York, New York 10004
IRS Employer Identification Number: 13-26115338
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5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Delaware
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.
The Separate Account was established pursuant to a resolution
of GIAC's Board of Directors on September 23, 1999. The
Separate Account will continue in existence until its complete
liquidation and the distribution of its assets to the persons
entitled to receive them. The resolution authorizes the
issuance of the Policies. There is no such indenture or
agreement.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held
by the custodian or trustee.
GIAC intends to act as its own custodian for the safekeeping
of the assets of the Separate Account. There is no such
indenture or agreement.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The Separate Account has never been known by any other name.
8. State the date on which the fiscal year of the trust ends.
The fiscal year of the Separate Account ends on December 31.
9. Material Litigation. Furnish a description of any pending legal
proceedings, material with respect to the security holders of the trust by
reason of the nature of the claim or the amount thereof, to which the
trust, the depositor, or the principal underwriter is a party or of which
the assets of the trust are the subject, including the substance of the
claims involved in such proceeding and the title of the proceeding.
Furnish a similar statement with respect to any pending administrative
proceeding or legal proceeding known to be contemplated by a governmental
authority. Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is material.
There are no such legal proceedings to which the Separate
Account, GIAC or GISC is a party pending at this time.
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II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the
Rights of Holders
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies which are to be issued are of the registered type
insofar as all Policies are personal to the policyowner, and
the records concerning the policyowner are maintained by or on
behalf of GIAC.
(b) Whether the securities are of the cumulative or distributive type.
The Policies are of the cumulative type, providing for no
direct distribution of income, dividends or capital gains.
Such amounts are not separately identifiable but are reflected
in the payment of the Net Cash Surrender Value or death
benefit upon surrender of the Policy or the death of the
insured, respectively.
Terms such as "Net Cash Surrender Value" that are capitalized
but not defined herein are defined terms in the Registration
Statement on Form S-6 for the Policies. That Registration
Statement is referred to as the "Prospectus," and is
incorporated herein by reference. Defined terms from the
Prospectus have the same meaning when used herein.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the Prospectus filed
concurrently herewith as part of a Registration Statement on
Form S-6 under the Securities Act of 1933, describing flexible
premium adjustable variable life insurance policies (the
"Prospectus"), specifically, the Section entitled "Special
Features of your policy" (Partial Withdrawals), "Special
Features of your policy" (Surrendering your policy), and
"Premiums, Deductions and Charges" (Deductions and charges).
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(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Special features of your
policy" (Fixed-benefit insurance during the first 24 months;
Transfers between the investment options; Transfers from the
fixed-rate option; Partial withdrawals); "Rights and
responsibilities" (Your right to cancel your policy).
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement with
respect to lapses or defaults by security holders in making
principal payments, and with respect to reinstatement.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Benefits and policy
values" (No Lapse Guarantee); "Premiums, deductions and
charges (Premiums-Default).
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons
other than security holders given the right to exercise voting
rights pertaining to the trust's securities or the underlying
securities and the relationship of such persons to the trust.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Rights and
responsibilities" (voting rights).
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Rights and
responsibilities" (Rights reserved by GIAC).
(2) the terms and conditions of the securities issued by the
trust.
No change in the terms and conditions of the Policies that
affects a policyowner's rights will be made without notice to
the policyowners, except to the extent necessary to ensure
that the Policies will continue to qualify as life insurance
under the Internal Revenue Code or to preserve favorable tax
treatment of the benefits provided by the Policies.
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(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositors, trustee or custodian.
There are no provisions requiring notice to, or consent of
policyowners with respect to any change in the identity of the
Separate Account's depositor.
GIAC's obligations under the Policies, however, cannot be
transferred to any other entity without notice to the
policyowner.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Consent of the policyowners is not required when changing the
underlying securities of the Separate Account. However, to
change such securities, approval of the SEC is required in
compliance with Section 26(b) of the 1940 Act. Except as
required by federal or state law or regulation, GIAC will not
take any action which will adversely affect the rights of
policyowners without their consent.
(2) the terms and conditions of the securities issued by the
trust.
No change in the terms and conditions of a Policy can be made
without the consent of the policyowner, except as required by
federal or state law or regulation.
(3) the provisions of any indenture or agreement of the trust.
Not applicable.
(4) the identity of the depositor, trustee or custodian.
See Item 10(g)(4) above.
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Premiums, deductions and
charges" (Premiums - Crediting payments; How your premiums are
allocated; Deductions and charges) "Benefits and policy
values" (Policy values); Death benefit options;
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Changing your death benefit option); "Your allocation options"
(The variable investment options); "Special Features of your
policy" (Policy proceeds; Policy loans).
Information Concerning the Securities Underlying the Trust's Securities
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have any interest.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Your Allocation Options"
(The variable investment options).
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
See Items 10(f) and 11 above.
(b) Name and principal business address of depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
For Guardian-sponsored Funds:
State Street Bank & Trust Company
Custody Division
1776 Heritage Drive
North Quincy, Massachusetts 02171
State Street Bank & Trust Company is the custodian of each
Guardian-sponsored fund's assets, including GIAC Funds, Inc.
State Street employs foreign sub-custodians to provide custody
of the assets of the Baillie Gifford International Fund and
Baillie Gifford Emerging Markets Fund series of GIAC Funds,
Inc.
For Janus-Sponsored Funds:
State Street Bank & Trust Company
P.O. Box 0351
Boston, MA 02117
For Davis-Sponsored Funds:
State Street Bank & Trust Company
P.O. Box 8406
Boston, MA 02266-8406
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For Value Line-sponsored Funds:
Connecticut Bank & Trust Co.
One Constitution Plaza
Hartford, Connecticut 06115
For AIM-sponsored Funds:
State Street Bank & Trust Co.
Custody Division
225 Franklin St.
Boston, Massachusetts 02110
For Gabelli-sponsored Funds:
State Street Bank & Trust Company
Custody Division
1776 Heritage Drive
N. Quincy, Massachusetts 02171
For MFS-sponsored Funds:
Investors Bank & Trust Company
89 South Street
N. Quincy, Massachusetts 02171
For Fidelity-sponsored Funds:
(1) Bank of New York
110 Washington St.
New York, New York
(2) Chase Manhattan Bank, N.A.
1211 Avenue of the Americas
New York, New York 10030
(3) Brown Bros. Harriman & Co.
40 Water Street
Boston, Masschusetts
(d) Name and principal business address of principal underwriter.
Guardian Investor Services Corporation ("GISC")
7 Hanover Square
New York, New York 10004
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(e) The period during which the securities of such company have been the
underlying securities.
No underlying securities have yet been acquired by the
Separate Account.
Information Concerning Loads, Fees, Charges and Expenses.
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of
the trust's securities are subject: (A) the nature of such load,
fee, expense, or charge; (B) the amount thereof; (C) the name of the
person to whom such amounts are paid and his relationship to the
trust; and (D) the nature of the services performed by such person
in consideration for such load, fee, expense or charge.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Premiums, deductions and
charges".
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with
respect to sales load and other deductions from principal payments.
See response to Item 13(a) above.
(c) State the amount of total deductions as a percentage of the net
amount invested for each type of security issued by the trust. State
each different sales charge available as a percentage of the public
offering price and as a percentage of the net amount invested. List
any special purchase plans or methods established by rule or
exemptive order that reflect scheduled variations in, or elimination
of, the sales load, and identify each class of individuals or
transactions to which such plans apply.
See response to Item 13(a) above.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at
which securities are offered for any class of transactions to any
class or group of individuals, including officers, directors, or
employees of the depositor, trustee or custodian or principal
underwriter.
Not applicable.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities.
See response to Items 13(a) above and 10(e) above.
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(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive
profits or other benefits not included in answer to Item 13(a) or
13(d) through the sale or purchase of the trust's securities or
interests in such securities, or underlying securities or interests
in underlying securities, and describe fully the nature and extent
of such profits or benefits.
Neither GIAC (the depositor and custodian), nor GISC (the
principal underwriter), nor any affiliated person of the
foregoing, may receive any profit or any other benefit from
policy premiums or the investments held in the Separate
Account not included in the response to Item 13(a) or (d)
through the sale or purchase of the Policies or shares of the
funds. GIAC will compensate certain other persons, including
GISC and GIAC agents, for services rendered in connection with
the distribution and servicing of the Policies, but such
payments will be made from GIAC's general account assets.
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear to
the dividend and interest income from the trust property during the
period covered by the financial statements filed herewith.
Not applicable.
Information Concerning the Operations of the Trust
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "About the Park Avenue VUL
Policy" (Issuing the policy); "Premiums, deductions and
charges" (Premiums).
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Premiums, deductions and
charges" (Premiums).
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16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Benefits and policy
values" (Policy values); "Your allocation options" (The Fixed
Rate Option; The variable investment options) (The Separate
Account); "Special features of your policy" (Policy Loans;
Transfers between the investment options; Transfers from the
fixed-rate option).
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Special Features of your
policy" (Surrendering your policy; Partial withdrawals);
"Rights and Responsibilities" (Your Right to cancel your
policy).
(b) Furnish the names of any persons who may redeem or repurchase, or
are required to redeem or repurchase, the trust's securities and
underlying securities from security holders, or the substance of the
provisions of any indenture or agreement pertaining thereto.
GIAC is required to honor and process all surrender requests
as described in Items 10(c) and 17(a) herein.
The funds are required to redeem their shares at net asset
value and to make payment therefor to the Separate Account
within seven (7) days of the receipt of any redemption
request.
(c) Indicate whether repurchased or redeemed securities will be
cancelled or may be resold.
When a Policy is surrendered, it is cancelled.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
All income and other distributable funds of the Separate
Account are reinvested in the shares of the funds that made
the distributions and will be added to the assets of the
Separate Account.
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(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the
purpose and ultimate disposition thereof, and describe the manner of
handling of same.
The Separate Account holds certain reserves for the life
insurance benefits provided by the Policies.
(d) Submit a schedule showing the periodic and special distributions
which have been made to security holders during the three years
covered by the financial statements filed herewith. State for each
such distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made
identify each such other source and indicate whether such
distribution represents the return of principal payments to security
holders. If payments other than cash were made, describe the nature
thereof, the account charged and the basis of determining the amount
of such charge.
Not applicable.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Other Information"
(Communications we'll send you).
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties,
obligations and functions.
Not applicable.
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(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Not applicable.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Not applicable.
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Special features of your
policy" (Policy Loans).
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated
person of the foregoing.
See the response to paragraph (a) of this Item.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or affiliated
person of the foregoing and the aggregate amount of loans in default
at the end of the last fiscal year covered by financial statements
filed herewith.
Not applicable.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Not applicable.
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23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust,
including the amount of coverage and type of bond.
GIAC (depositor). GIAC is covered through its parent company's
bond issued by National Union Fire Insurance Company of
Pittsburgh, Pennsylvania that covers the fraudulent/dishonest
acts of its officers and directors. The amount of coverage
provided is $5,000,000.
GISC (principal underwriter). GISC has been issued a
Securities Dealers Blanket Bond by National Union Fire
Insurance Company of Pittsburgh, Pennsylvania that covers the
fraudulent/dishonest acts of its officers and directors. The
amount of coverage provided is $5,000,000 per claim (aggregate
$10,000,000 per year). In addition, as principal underwriter
of the mutual funds, GISC is covered under an Investment
Company Blanket Bond that provides $12,300,000 of coverage to
the Guardian-sponsored mutual funds offered through the
Separate Account and certain other Guardian-sponsored mutual
funds.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Special features of your
policy" (Payment options); "Rights and Responsibilities"
(Limits to GIAC's Right to Challenge a Policy --
Incontestability; Misstatement of age or sex; suicide
exclusion; Assignment).
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
25. State the form of organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization:
GIAC is a stock life insurance company. GIAC was incorporated
in the State of Delaware on March 2, 1970. It is licensed to
sell life insurance and annuities in all 50 states and the
District of Columbia. Its Executive Office is located at 7
Hanover Square, New York, New York 10004.
GIAC is a wholly-owned subsidiary of The Guardian Life
Insurance Company of America, a mutual life insurance company
organized in the State of New York in 1860. Guardian Life is
licensed to do a life insurance business in all of the states
of the United States and the District of Columbia.
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26. (a) Furnish information with respect to all fees received by the
depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith:
Not applicable.
(b) Furnish information with respect to any fee or any participation in
fees received by the depositor from any underlying investment
company or any affiliated person or investment adviser of such
company.
See Item 13(a)(2). For the year ended December 31, 1998, GIAC
was reimbursed $713,798 by Value Line Strategic Asset
Management Trust and $502,625 by Value Line Centurion Fund for
certain policyowner service expenses incurred by GIAC on such
funds' behalf. 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 certain MFS and American Century funds to its
Policyowners.
GIAC wholly owns GISC. GISC serves as the investment adviser
to The Guardian Stock, Small Cap Stock, Bond, Cash, VC 500
Index, VC Asset Allocation and VC High Yield Bond Funds. Each
of the Stock, Bond, Cash and VC Asset Allocation Funds, pays
GISC an advisory fee at an annual rate of 0.50% of its assets.
The Small Cap Stock Fund pays GISC 0.75%, the VC 500 Index
pays 0.25%, and the VC High Yield Bond Fund pays 0.60%. As
GISC's owner, GIAC can benefit from the fee income earned by
GISC.
GIAC owns 51% of the outstanding voting securities issued by
Guardian Baillie Gifford, Limited ("GBG"). GBG serves as the
investment adviser to Baillie Gifford International Fund. The
Fund pays GBG an advisory fee at an annual rate of 0.80% of
the Funds assets. GBG pays one-half of these fees to the
Fund's sub-investment adviser. That sub-adviser owns the
remaining 49% of GBG's voting securities. As a part-owner of
GBG, GIAC can benefit from the fee income earned and retained
by GBG.
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the
name or names of such company or companies, their relationship, if any, to
the trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstances surrounding such cessation.
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See Items 25 and 26.
GIAC is the depositor and custodian of the following separate
accounts which are registered as unit investment trusts under
the 1940 Act in connection with the variable annuities and
variable life insurance policies issued by GIAC: The Guardian
Variable Account 1, The Guardian Variable Account 2, The
Guardian/Value Line Separate Account, The Guardian Separate
Account A, The Guardian Separate Account B, The Guardian
Separate Account C, The Guardian Separate Account D, The
Guardian Separate Account E, the Guardian Separate Account K,
and The Guardian Separate account M. GIAC is also the
depositor of The Guardian Real Estate Account, The Guardian
Separate Account H and The Guardian Separate Account I, which
are not required to be registered as investment companies.
Separate accounts A,B,C,D,E,H,I,K and M invest in some of the
same funds as the Separate Account.
GIAC wholly owns GISC. GISC is registered as broker-dealer
under the Securities Act of 1934 and as an investment adviser
under The Investment Advisors Act of 1940. GISC is a member of
the National Association of Securities Dealers, Inc. GISC is
located at 7 Hanover Square, New York, New York 10004.
Officials and Affiliated Persons of Depositor
28. (a) Furnish as of the latest practicable date information with respect
to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding
with power to vote 5% or more of the outstanding voting securities
of the depositor.
Not applicable. See Item 29.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Other Information"
(GIAC's Management).
Companies Owning Securities of Depositor
29. Furnish as of the latest practicable date information with respect to each
company which directly or indirectly owns, controls or holds with power to
vote 5% or more of the outstanding voting securities of the depositor.
GIAC is wholly owned by The Guardian Life Insurance Company of
America, 7 Hanover Square, New York, New York 10004. Guardian
Life holds all of GIAC's outstanding voting securities. See
Item 25.
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Controlling Persons
30. Furnish as of the latest practicable date information with respect to any
person, other than those covered by Items 28, 29 and 42 who directly or
indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
Compensation of Officers of Depositor
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration.
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item
31(a), stating separately the aggregate amount paid by the depositor
itself and the aggregate amount paid by all the subsidiaries.
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor.
No officer listed in Item 28 above receives any compensation
from GIAC. GIAC's officers are salaried employees of Guardian
Life, which is GIAC's parent company.
Compensation of Directors of Depositor
32. Furnish the following information with respect to the remuneration for
services, exclusive or remuneration under Item 31, paid by the depositor
during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors.
(b) indirectly or through subsidiaries to directors.
No director listed in Item 28 above will receive any
compensation from the Separate Account. No separately
allocable compensation will be paid by GIAC or any of its
affiliates to any person listed for services rendered to the
Separate Account.
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Compensation to Employees of the Depositor
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported in
Items 31 and 32) who received remuneration in excess of $10,000
during the last fiscal year covered by financial statements filed
herewith from the depositor and any of its subsidiaries.
GIAC has no employees. All officers of GIAC are salaried
employees of Guardian Life. GIAC has an administrative
services agreement with its parent, Guardian Life, and 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 agency force.
No such reimbursement has been made with respect to the
Separate Account since the Separate Account has not yet
commenced operations.
(b) Furnish the following information with respect to the remuneration
for services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33(a)): (1)
sales managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) salesmen, sales
agents, canvassers and other persons making solicitations but not in
a supervisory capacity; (3) administrative and clerical employees;
and (4) others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not applicable, since the Separate Account has not yet
commenced operations.
Compensation to Other Persons
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33) whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and any
of its subsidiaries.
Not applicable, since the Separate Account has not yet
commenced operations.
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IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
35. Furnish the names of the states in which sales of the trust's securities
(a) are currently being made, (b) are presently proposed to be made, and
(c) have been discontinued, indicating by appropriate letter the status
with respect to each state.
(a) No sales of the Policies have been made or are currently
being made. (b) It is proposed that the Policies will be
offered for sale in all jurisdictions where GIAC is licensed
to do business. (c) Not applicable.
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons of such
suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any Federal or State
governmental officer, agency or regulatory body denied authority to
distribute securities of the trust, excluding a denial which was
merely a procedural step prior to any determination by such officer,
etc. and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reasons given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to distribute
securities of the trust has been revoked by any Federal or State
governmental officer, agency or regulatory body: (1) name of
officer, agency or body; (2) date of revocation; (3) brief statement
of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Other Information"
(Distribution of the policy and other contractual
arrangements).
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(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
See Item 38(a) above. The Distribution Agreement between GIAC
and GISC will remain effective until terminated by either
party upon sixty (60) days notice and may not be assigned. See
Exhibit A(3)(a) to the Separate Account's Form S-6
registration statement which is incorporated herein by
reference.
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesmen, etc. with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the
issuer of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
See Exhibit A(3)(a),(b) and (c) to the Separate Account's Form
S-6 which is incorporated herein by reference.
Information Concerning Principal Underwriter
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
GISC was organized as a corporation under the laws of the
State of New York in 1968.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
No Policies are currently being distributed. GISC is a member
of the National Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees received
by each principal underwriter of the trust from the sale of
securities of the trust and any other functions in connection
therewith exercised by such underwriter in such capacity or
otherwise during the period covered by the financial statements
filed herewith.
Not applicable.
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<PAGE>
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for
such fee or participation.
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed herewith.
GISC, the principal underwriter of the Policies, is also
the investment adviser to seven of the underlying mutual
funds available through investment divisions of the
Separate Account: The Guardian Stock Fund, The Guardian
Small Cap Stock Fund, The Guardian Bond Fund, The
Guardian Cash Fund, The Guardian VC High Yield Bond
Fund, The Guardian VC Asset Allocation Fund, and The
Guardian VC 500 Index Fund.
For the services and facilities GISC provides as these
funds' investment adviser, it is paid a management fee
at an annual rate of 0.50% for the Stock, Bond, Cash and
VC Asset Allocation Fund; 0.75% for the Small Cap Stock
Fund; 0.25% for the VC 500 Index Fund; and 0.60% for
the VC High Yield Bond fund of the average daily net
assets of each fund.
Since no Policies are currently being distributed, no
distribution fees have yet been paid.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a
principal underwriter acts or has acted in a capacity with respect
to any investment company or companies, state their relationship, if
any, to the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date
of and circumstances surrounding such cessation.
GISC is a registered broker-dealer and investment adviser.
GISC serves as the principal underwriter and/or investment
adviser of the following registered investment companies.
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<PAGE>
GISC is its GISC is its
Investment Principal Investment
Company Underwriter Adviser
---------- ----------- -----------
The Park Avenue X GISC is the investment
Portfolio adviser of 7 of the nine
series funds comprising
the Portfolio
The Guardian
Stock Fund X
The Guardian
Small Cap
Stock Fund X
The Guardian
Bond Fund X
The Guardian
Cash Fund X
The Guardian VC
High Yield Bond Fund X
The Guardian VC
Asset Allocation Fund X
The Guardian VC
500 Index Fund X
The Guardian
Separate Account A X
The Guardian
Separate Account B X
The Guardian
Separate Account C X
The Guardian
Separate Account D X
The Guardian
Separate Account E X
The Guardian
Separate Account K X
The Guardian
Separate Account M X
The Guardian
Variable Account 1 X
The Guardian
Variable Account 2 X
The Guardian/Value Line
Separate Account X
Also, see Item 40(b).
(b) Furnish as of the latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person
in charge of such office.
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<PAGE>
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such year.
Not applicable.
42. Furnish as of the latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter.
Not applicable.
43. Furnish for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish information with respect to the method of valuation used by
the trust for purposes of determining the offering price to the
public of the securities issued by the trust or the valuation of
shares of interest in the underlying securities acquired by the
holder of a periodic payment plan certificate.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Premiums, deductions and
charges" (Premiums); "Benefits and policy values" (Policy
Values).
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as of the latest practicable date.
No Policies have as yet been offered for sale to the public.
However, see Exhibit A(5) to the Separate Account's Form S-6
which is incorporated herein by reference. The data pages of
this Exhibit illustrate the requested information for a
hypothetical Policy.
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<PAGE>
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
The minimum annual premium depends upon the face amount of the
Policy and the insured's sex, age, and underwriting class.
Policies issued for insureds who do not satisfy GIAC's
underwriting criteria or which are supplemented with
additional benefit riders are also subject to additional
charges.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days notice given to security holders
prior to suspension of redemption rights.
(c) reasons for suspension.
(d) period during which suspension was in effect.
Not applicable.
Redemption Valuation of Securities of the Trust
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of
portfolio securities.
The source of quotations for the underlying securities
will be provided by the applicable custodian for the
funds.
(2) Whether opening, closing, bid, asked or any other price
is used.
With respect to the underlying funds, net asset value as
of the end of the appropriate Business Day is used for
valuation purposes.
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<PAGE>
(3) Whether price is as of the day of sale or as of any
other time.
See Item 10(i) for information about crediting policy
premiums. The redemption price is as of the end of the
Business Day on which a proper written request is
received at GIAC's Executive Office.
(4) A brief description of the method used by registrant for
determining other assets and liabilities including
accrual for expenses and taxes (including taxes or
unrealized appreciation).
See Items 13(a), 13(e), 17(a) and 18(c).
(5) Other items which registrant deducts from the net asset
value in computing redemption value of its securities.
See the current prospectuses for each of the funds
underlying the Separate Account and Item 13(e).
(6) Whether adjustments are made for fractions.
Not applicable.
(b) Furnish a specimen schedule showing the components of the redemption
price to the holder of the trust's securities as at the latest
practicable date.
As of the date hereof, no Policies have been offered for sale
and no amounts have been allocated to the Separate Account.
Purchase and Sale of Interests in Underlying Securities from and to
Security Holders
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains
such a position. Include a description of the procedure with respect to
the purchase of underlying securities or interests in the underlying
securities from security holders who exercise redemption or withdrawal
rights and the sale of such underlying securities and interests in the
underlying securities to other security holders. State whether the method
of valuation of such underlying securities and interests in the underlying
securities differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of such item and
who may benefit from the transaction.
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<PAGE>
GIAC will maintain a position in each fund's shares by
purchasing such shares at net asset value in connection with
the net premiums allocated to the Separate Account in
accordance with instructions from its policyowners, and GIAC
will redeem fund shares at net asset value to meet Policy
obligations. Also, see Item 16.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust.
(a) Name and principal business address.
The Guardian Insurance & Annuity Company, Inc.
7 Hanover Square
New York, New York 10004
(b) Form of organization.
The custodian is a stock life insurance company wholly owned
by Guardian Life.
(c) State or other sovereign power under the laws of which the trustee
or custodian was organized.
The custodian was organized under the laws of the state of
Delaware.
(d) Name of governmental supervising or examining authority.
GIAC is subject to the laws of the State of Delaware governing
insurance companies and to regulation by the Delaware
Commissioner of Insurance. In addition, it is subject to the
insurance laws and regulations of the other states and
jurisdictions in which it is licensed to do business.
49. State the basis for the payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or expenses
are prepaid, state the unearned amounts.
GIAC does not charge the Separate Account for custodial
services.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and, if so, give full
particulars, outlining the substance of the provisions of any indenture or
agreement with respect thereto.
GIAC may not create a lien on the assets of the Separate
Account.
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<PAGE>
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities.*
(a) The name and address of the insurance company.
The Guardian Insurance & Annuity Company, Inc.
7 Hanover Square
New York, New York 10004
(b) The types of policies and whether individual or group policies.
The Policies are individual variable whole life insurance
policies with modified scheduled premiums.
(c) The types of risks insured and excluded.
The death benefit is the only insurance benefit provided by
the Policies exclusive of additional benefit riders. GIAC
assumes the risk that insureds covered by the Policies may die
before anticipated and that the charge for this mortality risk
may prove insufficient. GIAC also assumes the risk that
deductions for expenses may be inadequate. GIAC also assumes a
risk by guaranteeing that the policy will not lapse, even if
Policy Account Value is not sufficient to meet the Monthly
Deductions on a monthly processing date if Minimum Annual
Premiums have been paid to date.
(d) The coverage of the policies.
See paragraph (c) of this item.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
The recipient of a Policy's death proceeds will be the
designated beneficiary(ies) or the estate of the policyowner.
Contingent and concurrent beneficiaries may be designated.
There are no restrictions on the use of the proceeds.
- ----------
* The Policies are themselves the securities being issued in this case and the
response to the questions set forth herein refer to the insurance that is
provided by the "security" that is being registered.
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<PAGE>
(f) The terms and manner of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are
integral parts of the Policy and may not be terminated while a
Policy remains in effect. Also, see Item 10(e).
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See Item 13(a) and Item 13(e) for information about the amount
and method of assessing the charges for the insurance
undertakings described in Item 51(c). See Items 10(c), 10(i)
and 44(c) for the manner in which the Policy Premium is set.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company received any
part of such premiums, the name of each such person and the amount
involved, and the nature of the services rendered therefor.
No person other than GIAC is authorized to receive the
premiums.
GIAC may, from time to time, enter into reinsurance treaties
with other insurers whereby such insurers may agree to
reimburse GIAC for mortality costs and certain expenses.
However, any such arrangements or contracts do not affect the
Policies or the benefits paid thereunder.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
Not applicable.
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<PAGE>
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method
of selection by which particular portfolio securities must or may be
eliminated from the assets of the trust or must or may be replaced
by other portfolio securities. If an investment adviser or other
person is to be employed in connection with such selection,
elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or custodian,
and any principal underwriter, and the amount of the remuneration to
be received for such services. If any particular person is not
designated in the indenture or agreement, describe briefly the
method of selection of such person.
See Items 10(g) and 10(h) regarding GIAC's reserved right to
substitute any other investment for shares of the funds
presently offered to the Separate Account.
(b) Furnish information with respect to each transaction involving the
elimination of any underlying security during the period covered by
the financial statements filed herewith.
Not applicable.
(c) Describe the policy of the trust with respect to the substitution
and elimination of the underlying securities of the trust with
respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of
investment in a particular industry or group industries
or would conform to a policy of concentration of
investment in a particular industry or group of
industries;
(4) whether such substituted securities may be the
securities of any other investment company; and
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of the
registrant in this regard.
See Items 10(g) and 10(h).
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<PAGE>
(d) Furnish a description of any policy (exclusive of policies covered
by paragraphs (a) and (b) herein) of the trust which is deemed a
matter of fundamental policy and which is elected to be treated as
such.
None.
Regulated Investment Company
53. (a) State the taxable status of the trust.
GIAC is taxed as a life insurance company. The Separate
Account is not a separate taxable entity; its operations form
a part of GIAC. Hence, the Separate Account will not be taxed
separately as a "regulated investment company" under
subchapter M of the Internal Revenue Code.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1986, as amended, and state its present
intention respect to such qualification during the current taxable
year.
Not applicable.
VII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of
its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a
date approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during such period, the following
information for each fully paid type of each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not applicable.
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57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment type of periodic
payment plan certificate currently being issued by the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates, furnish
the following information for each installment type of periodic payment
plan certificate currently being issued by the trust.
Not applicable.
59. Financial Statements
Financial Statements of the Trust
No financial statements are filed for the Separate Account since, as of
the date of this registration statement, it has not yet commenced
operations, has no assets or liabilities and has received no income nor
incurred any expenses.
Financial Statements of the Depositor
GIAC's financial statements, together with the opinion of
PricewaterhouseCoopers L.L.P., independent accountants, are included in
the Registration Statement on Form S-6 filed by the Registrant pursuant to
the Securities Act of 1933. They are incorporated herein by reference.
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IX. EXHIBITS
The following exhibits are incorporated by reference to the Separate
Account's registration statement on Form S-6.
1. A(1).............. Resolutions of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing The
Guardian Separate Account N.
A(2).............. Not Applicable.
A(3)(a),(b)
and (c)........... Distribution Agreements.
A(4).............. Not Applicable.
A(5).............. Specimen of the Flexible Premium Adjustable Variable
Life Insurance Policy.
A(6)(a)........... Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc.
A(6)(b)........... By-Laws of The Guardian Insurance & Annuity Company,
Inc.
A(7).............. Not Applicable.
A(8).............. Agreement for Services and Reimbursement Therefor
between The Guardian Life Insurance Company of America
and The Guardian Insurance & Annuity Company, Inc.
A(9).............. Not Applicable.
A(10)............. Form of Application for the Flexible Premium Adjustable
Variable Life Insurance Policy.
A(11)............. Memorandum on the Policy Issuance, Transfer and
Redemption Procedures and on the Method of Computing
Cash Adjustment upon Exchange of the Policy.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, The
Guardian Insurance & Annuity Company, Inc., the depositor of the registrant, has
caused this registration statement to be duly signed on behalf of the registrant
in the City of New York and the State of New York on the 10th day of December,
1999.
THE GUARDIAN SEPARATE ACCOUNT N
(Name of Registrant)
THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
(Name of Depositor)
By: /s/ Richard T. Potter, Jr.
--------------------------------------
Name: Richard T. Potter, Jr.
Title: Vice President and Counsel
Attest: /s/ Sheri L. Kocen
-------------------------
Sheri L. Kocen
Counsel
