As filed with the Securities and Exchange Commission on April 23, 1996.
Registration Nos. 2-74905
811-3324
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
POST-EFFECTIVE AMENDMENT No. 16 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
AMENDMENT No. 16 |X|
(Check appropriate box or boxes)
------------------------
THE GUARDIAN CASH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
201 Park Avenue South, New York, New York 10003
(Address of Principal Executive Offices)
Registrant's Telephone Number: (212) 598-8259
------------------------
<TABLE>
<CAPTION>
<S> <C>
Copy to:
Richard T. Potter, Jr., Esq. Cathy G. O'Kelly, Esq.
c/o The Guardian Insurance & Annuity Company, Inc Vedder, Price, Kaufman & Kammholz
201 Park Avenue South 222 North LaSalle Street
New York, New York 10003 Chicago, Illinois 60601
(Name and Address of Agent for Service)
</TABLE>
------------------------
It is proposed that this filing will become effective (check
appropriate box):
| | immediately upon filing pursuant to paragraph (b)
|X| on May 1, 1997 pursuant to paragraph (b)
| | 60 days after filing pursuant to paragraph (a)(1)
| | on (date) pursuant to paragraph (a)(1)
| | 75 days after filing pursuant to paragraph (a)(2)
| | on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
| | This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
------------------------
The Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The notice required by such rule for the Registrant's most recent
fiscal year was filed on or about February 26, 1997.
================================================================================
<PAGE>
THE GUARDIAN CASH FUND, INC.
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
Form N-1A Item No. Location
Part A
<S> <C> <C>
Item 1. Cover Page ..................................................... Cover
Item 2. Synopsis ....................................................... Not Applicable
Item 3. Condensed Financial Information ................................ Financial Highlights; Yield
Item 4. General Description of Registrant .............................. Cover Page; Investment Objective and Policies;
Other Information
Item 5. Management of the Fund ......................................... Fund Management and the Investment Adviser;
Other Information
Item 5a. Management's Discussion of Fund Performance ................ ... Performance Results
Item 6. Capital Stock and Other Securities ............................. Dividends; Distributions and Taxes; Other Information
Item 7. Purchase of Securities Being Offered ........................... Purchase and Redemption of Shares; Calculation of Net
Asset Value
Item 8. Redemption or Repurchase ....................................... Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings ...................................... Not Applicable
Part B
Item 10. Cover Page
Item 11. Table of Contents .............................................. Table of Contents
Item 12. General Information and History ................................ Not Applicable
Item 13. Investment Objectives and Policies ............................. Investment Restrictions
Item 14. Management of the Fund ......................................... Fund Management
Item 15. Control Persons and Principal Holders of Securities ............ Guardian Life and Other Fund Affiliates
Item 16. Investment Advisory and Other Services ......................... Investment Adviser and Distributor; Custodian and
Transfer Agent; Independent Auditors and Financial
Statements
Item 17. Brokerage Allocation ........................................... Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities ............................. Not Applicable
Item 19. Purchase, Redemption and Pricing of Securities Being Offered.... Not Applicable
Item 20. Tax Status ..................................................... Not Applicable
Item 21. Underwriters ................................................... Not Applicable
Item 22. Calculations of Performance Data ............................... Yield Calculations
Item 23. Financial Statements ........................................... Independent Auditors and Financial Statements
</TABLE>
Part C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
PROSPECTUS
May 1, 1997
THE GUARDIAN CASH FUND, INC.
The Guardian Cash Fund, Inc. (the "Fund") is an open-end investment
company (commonly known as a "money market mutual fund"). Its investment
objective is to provide maximum current income consistent with liquidity and
preservation of capital. The Fund invests in short-term money market instruments
such as commercial paper, certificates of deposit, bankers acceptances, and U.S.
government securities. Investments in the Fund are neither insured nor
guaranteed by the U.S. government. While the Fund seeks to maintain a stable
price of $10.00 per share, there is no assurance that it will be able to do so.
Shares of the Fund are available to the public only through the ownership
of variable annuities and variable life insurance policies issued by The
Guardian Insurance & Annuity Company, Inc. ("GIAC") through its separate
accounts.
This Prospectus sets forth important information that a GIAC contractowner
should know about the investment policies and operations of the Fund before
investing. This Prospectus should be retained for future reference. A Statement
of Additional Information, dated May 1, 1997, has been filed with the Securities
and Exchange Commission ("SEC") and is incorporated herein by reference. A free
copy of the Statement of Additional Information can be obtained and further
inquiries can be made by calling 1-800-221-3253 or by writing to Guardian
Investor Services Corporation(R) ("GISC") at 201 Park Avenue South, New York,
New York 10003. GISC is the Fund's investment adviser and the principal
underwriter of GIAC's variable annuities and variable life insurance policies.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
GCF-1
<PAGE>
FINANCIAL HIGHLIGHTS
The following table provides selected data, total returns and ratios for
one share of the Fund, and has been audited by Ernst & Young LLP, independent
auditors. This information is supplemented by the Fund's audited financial
statements, and their accompanying notes, for the year ended December 31, 1996
which appear in the Fund's 1996 Annual Report to Shareholders. This Annual
Report includes further information about the Fund's 1996 performance and the
unqualified report of Ernst & Young LLP on the Fund's 1996 financial statements.
The 1996 Annual Report is incorporated by reference into the Statement of
Additional Information. Free copies of the Statement of Additional Information
and the Fund's 1996 Annual Report to Shareholders may be obtained by calling
1-800-221-3253 or by writing to GISC, 201 Park Avenue South, New York, New York
10003.
Selected data for a capital share outstanding throughout the periods
indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period ...................... $10.00 $10.00 $10.00 $10.00 $10.00
-------- -------- -------- -------- --------
Income from investment
operations
Net investment income ....... 0.49 0.54 0.38 0.26 0.35
-------- -------- -------- -------- --------
Distributions to shareholders
Dividends from net investment
income ...................... (0.49) (0.54) (0.38) (0.26) (0.35)
-------- -------- -------- -------- --------
Net asset value, end of
period ...................... $10.00 $10.00 $10.00 $10.00 $10.00
======== ======== ======== ======== ========
Total return* ................. 4.98% 5.52% 3.82% 2.64% 3.21%
======== ======== ======== ======== ========
Ratios/supplemental data:
Net assets, end of period
(000's omitted) .......... $378,322 $356,820 $386,986 $310,798 $318,879
Ratio of expenses to average
net assets .................. 0.54% 0.54% 0.54% 0.54% 0.54%
Ratio of net investment income
to average net assets ....... 4.86% 5.39% 3.81% 2.61% 3.17%
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1991 1990 1989 1988 1987
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period ...................... $10.00 $10.00 $10.00 $10.00 $10.00
-------- -------- -------- -------- --------
Income from investment
operations
Net investment income ....... 0.54 0.77 0.87 0.72 0.63
-------- -------- -------- -------- --------
Distributions to shareholders
Dividends from net investment
income ...................... (0.54) (0.77) (0.87) (0.72) (0.63)
-------- -------- -------- -------- --------
Net asset value, end of
period ...................... $10.00 $10.00 $10.00 $10.00 $10.00
======== ======== ======== ======== ========
Total return* ................. 5.59% 7.95% 8.70% 7.20% 6.30%
======== ======== ======== ======== ========
Ratios/supplemental data:
Net assets, end of period
(000's omitted) .......... $331,677 $331,600 $262,865 $228,310 $164,326
Ratio of expenses to average
net assets .................. 0.55% 0.56% 0.56% 0.58% 0.61%
Ratio of net investment income
to average net assets ....... 5.44% 7.67% 8.67% 7.17% 6.27%
</TABLE>
- ----------
* Total returns do not reflect the effects of charges deducted under the terms
of GIAC's variable contracts. Including such charges would reduce the total
returns for all periods shown.
GCF-2
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The Fund is registered with the SEC as an open-end, diversified,
management investment company. It is incorporated in Maryland and commenced its
operations in 1981. The Fund's investment objective is to obtain as high a level
of current income as is consistent with the preservation of capital and
maintenance of liquidity. The Fund's investment objective is a fundamental
policy which cannot be changed without shareholder approval. There is no
assurance the Fund's investment objective will be achieved.
The Fund attempts to meet its objective by investing in short-term U.S.
dollar-denominated money market instruments which mature in 13 months or less,
or which have a variable rate of interest that is readjusted no less frequently
than every 13 months. These investments must also satisfy the credit quality
requirements described below. Such securities may not yield as high a level of
current income as longer-term or lower-grade securities, which are generally
less liquid and fluctuate more in value.
The Fund's short-term money market holdings may include: U.S. government
securities (such as agency obligations and U.S. Treasury notes, bills or bonds);
commercial paper; certificates of deposit or bankers acceptances issued by banks
or savings and loan associations; other short-term corporate obligations; and
repurchase agreements. The Fund may invest in unregistered commercial paper
which is issued in reliance on the "private placement" exemption afforded by
Section 4(2) of the Securities Act of 1933 ("Section 4(2) paper"). The Fund may
also invest up to 25% of its net assets in certificates of deposit issued by
foreign branches of U.S. banks (known as "Euro CDs") and by U.S. branches of
foreign banks (known as "Yankee CDs"), provided that each issuing bank's net
worth is at least $100,000,000. Such investments present additional and
different risks than U.S. obligations, and correspondingly expose the Fund to
risks which are not faced by money market mutual funds which invest only in U.S.
obligations. See below. The Fund may not invest more than 5% of its total assets
in the securities of any one issuer except U.S. government securities. The Fund
maintains a dollar-weighted average portfolio maturity of 90 days or less.
Credit Quality Requirements: The Fund's investments consist only of
obligations that GISC determines to present minimal credit risks. GISC follows
guidelines adopted by the Fund's Board of Directors to make such determinations,
and the Board receives reports about GISC's adherence to such guidelines. The
guidelines prescribe that the instruments acquired by the Fund be rated within
the two highest short-term ratings categories assigned by Nationally Recognized
Statistical Rating Organizations ("NRSROs"), such as Moody's Investors Service,
Inc. or Standard & Poor's Ratings Group, or, if unrated, be deemed by GISC to be
of comparable quality. Instruments or issuers that have received the highest
short-term ratings from at least two NRSROs, or which have received the highest
rating from the single NRSRO assigning a rating, are considered to be "First
Tier Securities" under Rule 2a-7 of the Investment Company Act of 1940 (the
"1940 Act").
The Fund intends to invest primarily in First Tier Securities. However, it
may from time to time buy securities that are rated within the two highest
short-term ratings categories, but which are not First Tier Securities. Such
"Second Tier" investments will be limited to no more than 5% of the Fund's total
assets, based on amortized cost, with investments relating to any one issuer
limited to the greater of 1% of total assets or $1,000,000.
Risks, Investment Techniques and Other Considerations: All investments,
including those in money market funds, involve risks. No investment is suitable
for all investors. The Fund's rate of return will vary with the returns on its
portfolio investments. Although the Fund seeks to maintain a stable share price
of $10, the prices of its portfolio investments typically vary with interest
rate movements. A national credit crisis or the insolvency of an issuer of an
instrument held by the Fund could precipitate sufficient price declines to cause
the Fund to fail to maintain its stable price per share.
GCF-3
<PAGE>
Illiquidity -- If a significant portion of the Fund's assets are or become
illiquid, the Fund may be unable to: (1) calculate its net asset value (i.e.,
price) per share; (2) maintain a stable net asset value of $10 per share; or (3)
manage its portfolio effectively. Assets are illiquid when they are not readily
marketable at their approximate value within seven days. Securities which are
not registered under the Securities Act of 1933 (the "1933 Act") are also
generally considered to be illiquid. However, unregistered Section 4(2) paper,
which may be resold to qualified institutional buyers under 1933 Act Rule 144A,
may be treated by the Fund as liquid and purchased without regard to its 10%
illiquidity limit, unless GISC determines that under guidelines adopted by the
Board of Directors any such paper is illiquid. See the Statement of Additional
Information to learn more about the Fund's illiquidity limit. Because it is
impossible to predict with assurance exactly how the market for Section 4(2)
paper sold and offered under Rule 144A will develop, GISC, pursuant to the
guidelines adopted by the Fund's Board of Directors, will carefully monitor the
Fund's investments in these securities, focusing on valuation, liquidity and
availability of information, among other things.
International Investing -- Foreign securities (i.e., Euro CDs and Yankee
CDs) may be affected by political, social and economic developments abroad.
Foreign companies and foreign financial institutions may not be subject to
accounting standards or governmental supervision comparable to their U.S.
counterparts, and there may be less public information about their operations.
Foreign markets may be less liquid or more volatile than U.S. markets and may
offer less protection to investors. Foreign countries may impose withholding
taxes on interest income from investments in securities issued there, or may
enact confiscatory taxation provisions targeted to certain investors. The time
period for settling transactions in foreign securities may be longer than the
time period permitted for the settlement of domestic securities transactions. In
addition, as described in the Statement of Additional Information, the market
prices for foreign securities are not determined at the same time of day as the
net asset value for the Fund's shares. It may be difficult to obtain and enforce
judgments against foreign entities, and the expenses of litigation are likely to
exceed those which would be incurred in the United States.
U.S. Government Securities -- U.S. Treasury bills, notes and bonds are
backed by the full faith and credit of the U.S. government. Some securities
issued by U.S. government agencies or instrumentalities are supported only by
the credit of the agency or instrumentality, while others have an additional
line of credit with the U.S. Treasury. To the extent the Fund invests in U.S.
government securities that are not backed by the full faith and credit of the
U.S. Treasury, such investments may involve a greater risk of loss of principal
and interest since the Fund must look principally or solely to the issuing or
guaranteeing agency or instrumentality for repayment.
Repurchase Agreements -- When the Fund enters into a repurchase agreement
transaction, it purchases a debt security and obtains a simultaneous commitment
from the seller (i.e., a bank or securities dealer) to repurchase the debt
security at an agreed time and price, reflecting a market rate of interest.
Repurchase agreements are fully collateralized (including the interest earned
thereon) by U.S. government securities, bank obligations, cash or cash
equivalents, and are marked-to-market daily during their respective terms. If
the seller of a repurchase agreement becomes bankrupt or defaults in another
way, the Fund could experience both delays in liquidating the underlying
securities and losses, including: declines in the collateral's value while the
Fund seeks to enforce its rights thereto; reduced levels of income and lack of
access to income; and expenses of enforcing its rights. To attempt to minimize
any risks related to the Fund's counterparties in repurchase agreement
transactions, the Fund's Board of Directors periodically receives and reviews
information about the creditworthiness of the banks and securities dealers which
may become such counterparties. The Fund will not enter into a repurchase
agreement which matures in more than seven days if, as a result, more than 10%
of its net assets would be illiquid. See above.
FUND MANAGEMENT AND THE INVESTMENT ADVISER
The management and affairs of the Fund are supervised by its Board of
Directors. The Board meets regularly to review the Fund's investments,
performance, expenses, and other business affairs. The Board elects the Fund's
GCF-4
<PAGE>
officers. The Board has nine members. Five Directors are not "interested
persons" of the Fund, as that term is defined in the 1940 Act. The names and
business experience of the Directors and officers of the Fund are set forth in
the Statement of Additional Information.
GISC serves as investment adviser and provides certain administrative
services and facilities necessary to conduct the ongoing business of the Fund.
GISC selects, buys and sells securities for the Fund; chooses brokers and
dealers to effect the transactions; and negotiates any brokerage commissions.
The Fund pays GISC an investment management fee for these services at an annual
rate of 0.50% of its average daily net assets. All payments are due on a
quarterly basis.
GISC is located at 201 Park Avenue South, New York, New York 10003. GISC
is wholly owned by GIAC, which is, in turn, wholly owned by The Guardian Life
Insurance Company of America ("Guardian Life"), a mutual life insurance company
organized in the State of New York in 1860. GISC is the investment adviser to
six of the eight series funds comprising The Park Avenue Portfolio, The Guardian
Stock Fund, Inc., The Guardian Bond Fund, Inc., and The Guardian Small Cap Fund,
all of which are open-end management investment companies or series thereof.
GISC is the manager of another open-end management investment company and is the
co-adviser of a separate account of GIAC. GISC is also the principal underwriter
and distributor of The Park Avenue Portfolio and of variable annuities and
variable life insurance policies issued by GIAC. See the Statement of Additional
Information.
YIELD
The Fund may from time to time include information about its yield in
advertisements, sales literature or other materials furnished to existing or
prospective owners of GIAC's variable contracts. "Current yield" is a measure of
the net investment income earned on a hypothetical investment over a specified
base period of seven days. "Effective yield" assumes that the net income earned
during a base period will be earned and reinvested for a year. The effective
yield will be slightly higher than the current yield due to the compounding
effect created by assuming reinvestment of the Fund's net income. Yield, whether
current or effective, is expressed as a percentage of the value of a share at
the beginning of the base period. Yields are annualized, which means that they
assume that the Fund will generate the same level of net investment income over
a one-year period. However, the Fund's yield will actually fluctuate daily.
Yield quotations furnished to GIAC's existing or prospective variable
contract owners through advertisements will include the effect of all charges
deducted under the terms of the specified contract to the extent required by
applicable law. Showing the effect of such charges on the Fund's current or
effective yields will reduce those yields. The Fund's current yield may be
obtained by calling 1-800-221-3253.
CALCULATION OF NET ASSET VALUE
The Fund's net asset value per share ("NAV") is determined as of the
earlier of the close of trading on the New York Stock Exchange or 4:00 p.m.,
Eastern time, on each day on which the New York Stock Exchange is open for
business. NAV is calculated by subtracting the Fund's liabilities, including
expenses which are accrued daily, from its total assets, dividing the result by
the number of shares outstanding, and adjusting the result to the nearest full
cent per share.
The Fund's portfolio securities are valued based upon their amortized cost,
which does not take into account unrealized gains or losses.When valuing an
instrument at its amortized cost, its acquisition cost is adjusted for
amortization of any discount or premium at a constant daily rate to maturity.
This method provides certainty in valuation, but may also result in valuations
of portfolio securities which are higher or lower than the price which the Fund
may receive upon immediate sale.
The Fund complies with Rule 2a-7 under the 1940 Act. Accordingly, the Fund
maintains a dollar-weighted
GCF-5
<PAGE>
average portfolio maturity of 90 days or less; purchases U.S. dollar-denominated
instruments having remaining maturities of thirteen months or less; and invests
only in securities which are determined to present minimal credit risk and which
are eligible for investment under the Rule. See "Investment Objective and
Policies."
Under guidelines adopted by the Fund's Board of Directors to manage the
Fund's portfolio, GISC periodically reviews the relationship between the
amortized cost value per share and NAV based upon available indicators of market
value. If market value cannot be established for these reviews, assets are
valued at fair value as determined in good faith by or under the direction of
the Fund's Board of Directors. The reviews are conducted at such intervals as
are deemed reasonable in light of current market conditions. GISC reports the
results of its reviews to the Fund's Board of Directors.
If the Fund's market value NAV deviates from $10.00 per share based on
amortized cost by more than 1 1/42 of 1%, the Board will promptly consider
whether any action should be taken. To the extent that it is reasonably
practicable, action will also be taken to reduce any material dilution or other
unfair results which might arise from differences between the Fund's NAV based
upon market values and its NAV based upon amortized cost. Such action may
include redemption in kind, selling portfolio instruments prior to maturity,
withholding or paying dividends or distributions, or using a market value NAV.
The Board will also take such action as it deems appropriate if: (1) an
NRSRO downgrades the rating assigned to a Second Tier security held by the Fund;
(2) there is a default relating to a portfolio security; or (3) a security held
by the Fund becomes ineligible for investment under Rule 2a-7 or is determined
to present greater than minimal credit risks. If securities comprising at least
1 1/42 of 1% of the Fund's total assets default in a material way that is
related to the issuer's financial condition, the SEC will be notified and
advised of the actions to be taken in response to the situation.
PURCHASE AND REDEMPTION OF SHARES
Fund shares are continuously offered to GIAC's separate accounts at the
then current NAV. GIAC then offers to its contractowners units in its separate
accounts which directly correspond to shares in the Fund. GIAC submits purchase
and redemption orders to the Fund based on allocation instructions for premium
payments, transfer instructions, or surrender and withdrawal requests which are
furnished to GIAC by such contractowners. Contractowners can send such
instructions and requests to GIAC at P.O. Box 26210, Lehigh Valley, PA 18002 by
first class mail or 3900 Burgess Place, Bethlehem, PA 18017 by overnight or
express mail. Payment for redeemed shares will ordinarily be made within three
(3) business days after the Fund receives a redemption order from GIAC. The
redemption price will be the NAV next determined after GIAC receives the
contractowner's instructions or request in proper form. The Fund may suspend the
right of redemption or postpone the date of payment during any period when
trading on the New York Stock Exchange is restricted, or such Exchange is closed
for other than weekends and holidays; when an emergency makes it not reasonably
practicable for the Fund to dispose of assets or calculate its NAV; or as
permitted by the SEC.
The accompanying prospectus for a GIAC variable annuity or variable life
insurance policy describes the allocation, transfer and withdrawal provisions of
such annuity or policy.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund intends to remain qualified as a regulated investment company
under the Internal Revenue Code of 1986, as amended ("Code"), so that it will
not be subject to federal income tax on net investment income and net capital
gains that are distributed to GIAC's separate accounts. GIAC reinvests all such
distributions in additional shares of the Fund at NAV. Contractowners who own
units in a separate account which correspond to shares in the Fund will be
notified when distributions are made.
GCF-6
<PAGE>
The Fund typically declares dividends from net investment income and net
realized gains daily. Earnings for weekends and holidays are declared as a
dividend on the next business day. Although the Fund's NAV is expected to remain
stable at $10.00, daily dividends can vary in amount, and there may be days when
there is no dividend. If net losses on any given day exceed interest income,
less expenses, the NAV for that day might decline.
The Code and its related Treasury Department regulations require mutual
funds that are offered through insurance company separate accounts to meet
certain diversification requirements to preserve the tax-deferral benefits
provided by the variable contracts which are offered in connection with such
separate accounts. GISC intends to diversify the Fund's investments in
accordance with those requirements. The prospectuses for GIAC's variable
annuities and variable life insurance policies describe the federal income tax
treatment of distributions from such contracts.
The foregoing is only a summary of important federal tax law provisions
that can affect the Fund. Other federal, state, or local tax law provisions may
also affect the Fund and its operations. Anyone who is considering allocating,
transferring or withdrawing monies held under a GIAC variable contract to or
from the Fund should consult a qualified tax adviser.
OTHER INFORMATION
Voting Rights. Through its separate accounts, GIAC is the Fund's sole
shareholder of record, so, under the 1940 Act, GIAC is deemed to be in control
of the Fund. Nevertheless, when a shareholders' meeting occurs, GIAC solicits
and accepts voting instructions from its contractowners who have allocated or
transferred monies for an investment in the Fund as of the record date for the
meeting. GIAC then votes the Fund's shares that are attributable to its
contractowners'interests in the Fund in accordance with their instructions. GIAC
will vote shares for which no instructions are received in the same proportion
as it votes shares for which it does receive instructions. GIAC will vote any
shares that it is entitled to vote directly due to amounts it has contributed or
accumulated in its separate accounts in the manner described in the prospectuses
for its variable annuities and variable life insurance policies.
Each share of the Fund is entitled to one vote, and fractional shares are
entitled to fractional votes. Fund shares have non-cumulative voting rights, so
the vote of more than 50% of the shares can elect 100% of the directors.
The Fund is not required to hold annual shareholder meetings, but special
meetings may be called to elect or remove directors, change fundamental policies
or approve an investment advisory agreement, among other things.
Availability of the Fund. The Fund is only available to owners of variable
annuities or variable life insurance policies issued by GIAC through its
separate accounts. The Fund does not currently foresee any disadvantages to the
contractowners arising from offering its shares to variable annuity and variable
life insurance policy separate accounts simultaneously, and its Board monitors
events for the existence of any material irreconcilable conflict between or
among contractowners. If a material irreconcilable conflict arises, one or more
separate accounts may withdraw their investments in the Fund. This could
possibly force the Fund to sell portfolio securities at disadvantageous prices.
GIAC will bear the expenses of establishing separate portfolios for variable
annuity and variable life insurance separate accounts if such action becomes
necessary; however, ongoing expenses that are ultimately borne by contractowners
will likely increase due to the loss of the economies of scale benefits that can
be provided to mutual funds with substantial assets.
Custodian, Transfer Agent and Dividend Paying Agent. State Street Bank and
Trust Company, Custody Division, 1776 Heritage Drive, North Quincy,
Massachusetts 02171, is the Fund's custodian, transfer agent and dividend paying
agent.
GCF-7
<PAGE>
THE GUARDIAN CASH FUND, INC.
201 Park Avenue South, New York, New York 10003
------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1997
------------------------------------------------------------
This Statement of Additional Information is not a prospectus, but should
be read in conjunction with the Prospectus of The Guardian Cash Fund, Inc. (the
"Fund") dated May 1, 1997. A free copy of the Prospectus may be obtained by
writing to Guardian Investor Services Corporation(R), 201 Park Avenue South, New
York, New York 10003 or by telephoning 1-800-221-3253. Please retain this
document for future reference.
TABLE OF CONTENTS
Page
----
Investment Restrictions..................................... 2
Yield Calculations.......................................... 3
Portfolio Transactions and Brokerage........................ 3
Fund Management............................................. 4
Guardian Life and Other Fund Affiliates..................... 7
Investment Adviser.......................................... 7
Custodian and Transfer Agent................................ 8
Legal Opinions.............................................. 8
Independent Auditors and Financial Statements............... 8
Appendix.................................................... 9
<PAGE>
INVESTMENT RESTRICTIONS
The Fund has adopted the following investment restrictions which cannot be
changed without the approval of the holders of a majority of the outstanding
shares of the Fund. As defined by the Investment Company Act of 1940, as amended
(the "1940 Act"), the vote of a majority of the outstanding voting securities of
the Fund means the lesser of the vote of (a) 67 percent of the shares of the
Fund at a meeting where more than 50 percent of the outstanding voting shares
are present in person or by proxy, or (b) more than 50 percent of the
outstanding voting shares of the Fund. All percentage restrictions on
investments apply when an investment is made. A later increase or decrease
beyond a specified limit that results from a change in value or net assets shall
not constitute a violation of the applicable restriction. The following
investment restrictions provide that the Fund may not:
1. Purchase any security other than those discussed under "Investment
Objective and Policies," as set forth in the Prospectus;
2. Borrow money, except from banks for temporary or emergency purposes or
to meet redemption requests which might otherwise require the untimely
disposition of securities (not for leveraging), provided that borrowing in the
aggregate may not exceed 10% of the value of the Fund's total assets; or
mortgage, pledge or hypothecate any assets except in connection with any such
borrowing and in amounts not in excess of 10% of the value of the Fund's total
assets at the time of such borrowing;
3. Make loans to others, except through the purchase of debt obligations
and repurchase agreements in which the Fund may invest, consistent with its
investment objective and policies, provided that repurchase agreements maturing
in more than seven days, when taken together and at current value, may not
exceed 10% of the Fund's net assets;
4. Purchase the securities of any issuer other than obligations of the
U.S. Government or its agencies or instrumentalities if, immediately after such
purchase, more than 5% of the Fund's total assets, taken at market value, would
be invested in such securities;
5. Purchase any securities, other than obligations of the U.S. Government
or its agencies or instrumentalities, if, immediately after such purchase, more
than 10% of the outstanding securities of one issuer would be owned by the Fund;
6. Purchase any securities, other than obligations of domestic banks or of
the U.S. Government, or its agencies or instrumentalities, if, immediately after
such purchase, more than 25% of the value of the Fund's total assets would be
invested in the securities of issuers in the same industry (there is no
limitation as to investments in domestic bank obligations or in obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities);
7. Purchase or retain the securities of any issuer if any officer or
director of the Fund or of the Adviser owns beneficially more than 1 1/42 of 1%
of the securities of such issuer and all of the officers and directors of the
Fund and the Adviser together own more than 5% of the securities of such issuer;
8. Purchase or sell real estate; however, the Fund may purchase marketable
securities issued by companies which invest in real estate or interests therein;
9. Purchase securities on margin or sell short;
10. Purchase or sell commodities or commodity futures contracts, or oil,
gas or mineral exploration or development programs;
11. Underwrite securities of other issuers;
12. Purchase warrants, or write, purchase or sell puts, calls, straddles,
spreads or combinations thereof;
13. Participate on a joint or joint-and-several basis in any securities
trading account;
14. Purchase the securities of any other investment company;
15. Purchase securities of any issuer for the purpose of exercising
control or management; and
16. Issue any senior securities (except for borrowing subject to the
restrictions set forth under Investment Restriction 2, above).
2
<PAGE>
YIELD CALCULATIONS
In its advertising and sales literature, the Fund may provide current
yield and effective yield quotations which are based upon changes in account
value during a specified seven-day base period.
Current yield quotations annualize (on a 365-day basis) the "base period
return." The "base period return" is computed by determining the net change,
exclusive of capital changes, in the value of one Fund share and dividing that
amount by the value of one Fund share at the beginning of the base period.
Effective yield is computed by compounding the "base period return." Current and
effective yields are affected by market conditions, portfolio quality, portfolio
maturity, type of instruments held and operating expenses.
The Fund's current and effective yields for the seven-day periods ended
December 31, 1996 and January 31, 1997 appear below. The Prospectus and this
Statement of Additional Information may be in use for a full year and it can be
expected that the Fund's current and effective yields will fluctuate
substantially from the yields shown below.
<TABLE>
<CAPTION>
<S> <C>
Net change in account value (seven-day period ended December 31, 1996):
Ending account value.......................................................... $10.009470
Less -- beginning account value............................................... 10.00
Net change in account value....................................................... .009470
Base period return = ($.009470 / $10.00000)....................................... .0009470
Current yield (annualized) = ((.0009470 / 7) x 365)............................... 0.0494, or 4.94%
Effective yield (annualized) = (1 + (.000947 / 7))365 - 1......................... 0.0506, or 5.06%
Net change in account value (seven-day period ended January 31, 1997):
Ending account value.......................................................... $10.009450
Less -- beginning account value............................................... 10.00
Net change in account value....................................................... .009450
Base period return = ($.009450 / $10.00000)...................................... .0009450
Current yield (annualized) = ((.0009450/ 7) x 365)................................ 0.493, or 4.93%
Effective yield (annualized) = (1 + (.0009450 / 7))365 - 1........................ 0.0505, or 5.05%
</TABLE>
The Fund's advertisements and sales literature may refer to comparative
performance information, including data from independent mutual fund services,
such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Variable Annuity Research & Data Service, and others. In addition,
the Fund may refer to information from industry financial and general interest
publications in its promotional materials, such as Business Week, Financial
World, Forbes and Money. The Fund may also discuss types and characteristics of
certain securities; features of its portfolio; financial markets; or historical,
current or prospective economic trends. Topics of general interest, such as
personal financial planning, may also be discussed.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Guardian Investor Services Corporation ("GISC") currently serves as
investment adviser to several other Guardian-sponsored mutual funds and may act
as investment adviser to others in the future. GISC allocates purchase and sale
transactions among the Fund and its other mutual fund clients as it deems
equitable. GISC is also registered with the SEC and the National Association of
Securities Dealers, Inc. as a broker-dealer. GISC has no formula for the
distribution of brokerage business when it places orders to buy and sell
approved investments. For over-the-counter transactions, GISC will attempt to
deal with a primary market maker unless better prices and execution are
available elsewhere. In allocating portfolio transactions to different brokers,
GISC gives consideration to brokers whom it believes can obtain the best price
and execution of orders, and to brokers who furnish statistical data, research
and other factual information. GISC is authorized to pay a commission in excess
of that which another broker may charge for effecting the same transaction if
GISC considers that the commissions it pays for brokerage, research services and
other statistical data are appropriate and reasonable for the services rendered.
The research services and statistical data which GISC receives in connection
with the Fund's portfolio transactions may be used by GISC to benefit its other
clients and will not necessarily be used in connection with the Fund.
3
<PAGE>
Since it is expected that most purchases made by the Fund will be
principal transactions at net prices, the Fund will incur little or no brokerage
costs. The Fund paid no brokerage commissions during the fiscal years ended
December 31, 1993, 1994 and 1995. Purchases of portfolio securities from
underwriters will include a commission or concession paid by the issuer to the
underwriter and purchases from dealers will include the spread between the bid
and asked prices.
The portfolio turnover rate for the Fund is not meaningful since, by its
nature, a money market mutual fund consisting of short-term instruments turns
its portfolio over several times during the course of the year.
FUND MANAGEMENT
The directors and officers of the Fund are named below. Information about
their principal occupations during the past five years and certain other current
affiliations is also provided. The business address of each director and officer
is 201 Park Avenue South, New York, New York 10003 unless otherwise noted. The
"Guardian Fund Complex" referred to in this biographical information is
comprised of (1) the Fund, (2) The Guardian Stock Fund, Inc., (3) The Guardian
Bond Fund, Inc., (4) The Park Avenue Portfolio (a series trust that issues its
shares in eight series) and (5) GIAC Funds, Inc. (formerly known as GBG Funds,
Inc.) (a series fund that issues its shares in three series).
The Fund pays Directors who are not interested persons directors' fees of
$350 per meeting and an annual retainer of $500. Directors who are interested
persons, except Mr. Sargent, receive the same fees, but they are paid by GISC.
Mr. Sargent receives no compensation for his services as a Fund Director. All
officers of the Fund are employees of Guardian Life; they receive no
compensation from the Fund.
Each Fund Director is also a director of The Guardian Stock Fund and The
Guardian Bond Fund and GIAC Funds, Inc., a series fund consisting of Baillie
Gifford International Fund, Baillie Gifford Emerging Markets Fund and The
Guardian Small Cap Stock Fund, and a trustee of The Park Avenue Portfolio, a
series trust consisting of The Guardian Park Avenue Fund, The Guardian Park
Avenue Small Cap Fund, The Guardian Cash Management Fund, The Guardian
Investment Quality Bond Fund, The Guardian Tax-Exempt Fund, The Guardian Baillie
Gifford International Fund, The Baillie Gifford Emerging Markets Fund and The
Guardian Asset Allocation Fund. The Fund and the other Funds named in this
paragraph are a "Fund Complex" for purposes of the federal securities laws. The
following table provides information about the compensation paid by the Fund and
the Fund Complex to the Fund's Directors for the year ended December 31, 1996.
The Fund's officers and directors had an aggregate interest of less than 1% in
the Fund's outstanding shares as of April 1, 1997.
Compensation Table*
<TABLE>
<CAPTION>
Total Compensation
From The Fund
Aggregate Accrued Pension or Estimated Annual And Other Members
Compensation Retirement Benefits Benefits Of The
Name and Title From the Fund** Paid by the Fund Upon Retirement Fund Complex**
- ------------- ----------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Frank J. Fabozzi
Director $2,500 N/A N/A $28,600
William W. Hewitt, Jr.
Director 2,500 N/A N/A 35,300
Sidney I. Lirtzman
Director 2,500 N/A N/A 35,300
Carl W. Schafer
Director 2,500 N/A N/A 35,300
Robert G. Smith
Director 2,500 N/A N/A 35,300
</TABLE>
* Directors who are "interested persons" of the Fund are not compensated by the
Fund, so information about their compensation is not included in this table.
** Includes compensation paid to attend meetings of the Board's Audit Committee.
4
<PAGE>
<TABLE>
<CAPTION>
Name and Address Title Business History
- ---------------- ----- --------------
<S> <C> <C>
CHARLES E. ALBERS (56) Vice President Senior Vice President, The Guardian Life Insurance Company of America. Vice
President, Equity Securities, The Guardian Insurance & Annuity Company, Inc.
Executive Vice President of Guardian Investor Services Corporation and Guardian
Asset Management Corporation. Director, Guardian Baillie Gifford Limited,
Officer of various mutual funds within the Guardian Fund Complex.
JOHN C. ANGLE* (74) Director Retired. Former Chairman of the Board and Chief Executive Officer, The Guardian
3800 South 42nd Street Life Insurance Company of America; Director 1/78-present. Director (Trustee) of
Lincoln, Nebraska 68506 The Guardian Insurance & Annuity Company, Inc., Guardian Investor Services
Corporation from 6/82-2/96. Director (Trustee) of various mutual funds within
the Guardian Fund Complex.
MICHELE S. BABAKIAN(41) Vice President Vice President, Fixed-Income Securities, The Guardian Life Insurance Company of
America 1/95-present; Second Vice President, Fixed-Income Securities prior
thereto. Assistant Vice President, The Guardian Insurance & Annuity Company,
Inc. Vice President, Guardian Investor Services Corporation, Guardian Asset
Management Corporation, and various mutual funds within the Guardian Fund
Complex.
JOSEPH A. CARUSO (45) Secretary Second Vice President and Corporate Secretary, The Guardian Life Insurance
Company of America 1/95-present; Corporate Secretary 10/92-12/94; Assistant
Secretary 1/91-10/92. Secretary, Guardian Investor Services Corporation, The
Guardian Insurance & Annuity Company, Inc., Guardian Asset Management
Corporation, Guardian Baillie Gifford Limited and various mutual funds within
the Guardian Fund Complex.
FRANK J. FABOZZI, Ph.D. (48) Director Adjunct Professor of Finance, School of Management -- Yale University
858 Tower View Circle 2/94-present; Visiting Professor of Finance and Accounting, Sloan School of
New Hope, Pennsylvania 18938 Management -- Massachusetts Institute of Technology prior thereto. Editor,
Journal of Portfolio Management. Director (Trustee) of various mutual funds
within the Guardian Fund Complex. Director (Trustee) of various closed-end
investment companies sponsored by Blackstone Financial Management.
ARTHUR V. FERRARA* (66) Director Retired. Chairman of the Board and Chief Executive Officer, The Guardian Life
Insurance Company of America 1/93-12/95; President and Chief Executive Officer
prior thereto; Director 1/81-present. Director (Trustee) of The Guardian
Insurance & Annuity Company, Inc., Guardian Asset Management Corporation,
Guardian Investor Services Corporation and various mutual funds within the
Guardian Fund Complex.
LEO R. FUTIA* (77) Director Retired. Former Chairman of the Board and Chief Executive Officer, The Guardian
18 Interlaken Road Life Insurance Company of America; Director 5/70-present. Director (Trustee) of
Greenwich, Connecticut 06830 The Guardian Insurance & Annuity Company, Inc., Guardian Investor Services
Corporation, and five mutual funds within the Guardian Fund Complex. Director
(Trustee) of various mutual funds sponsored by Value Line, Inc.
</TABLE>
- ----------
* Director who is deemed to be an "interested person," under the 1940 Act.
5
<PAGE>
<TABLE>
<CAPTION>
Name and Address Title Business History
- ---------------- ----- --------------
<S> <C> <C>
ALEXANDER M. GRANT, JR. (47) Treasurer Second Vice President, Investments, The Guardian Life Insurance Company of
America 1/97-present; Assistant Vice President, Investments 9/93-12/96;
Investment Officer prior thereto. Officer of various mutual funds within the
Guardian Fund Complex.
WILLIAM W. HEWITT, JR. (68) Director Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc.
P.O. Box 2359 Director (Trustee) of five mutual funds within the Guardian Complex. Director
Princeton, New Jersey 08543 (Trustee) of various mutual funds sponsored by Mitchell Hutchins Asset
Management, Inc. and PaineWebber, Inc.
THOMAS R. HICKEY, JR. (44) Vice President Vice President, Equity Operations, The Guardian Life Insurance Company of
America 3/92-present; Second Vice President and Equity Counsel prior thereto.
Vice President, Administration, The Guardian Insurance & Annuity Company, Inc.
Vice President, Guardian Investor Services Corporation and various mutual funds
within the Guardian Fund Complex.
FRANK J. JONES (58) President Executive Vice President and Chief Investment Officer, The Guardian Life
Insurance Company of America 1/94-present; Senior Vice President and Chief
Investment Officer 8/91-12/93. First Vice President, Director of Global Fixed
Income Research and Economics, Merrill Lynch & Co. prior thereto; Senior Vice
President and Chief Investment Officer and Director, The Guardian Insurance &
Annuity Company, Inc. Director, Guardian Investor Services Corporation and
Guardian Baillie Gifford Limited. President and Director, Guardian Asset
Management Corporation. Officer of various mutual funds within the Guardian Fund
Complex.
ANN T. KEARNEY (45) Controller Second Vice President, Group Pensions, The Guardian Life Insurance of America
1/95 to present; Assistant Vice President and Equity Controller 6/94-12/94;
Assistant Controller prior thereto. Second Vice President of The Guardian
Insurance & Annuity Company, Inc. and Guardian Investor Services Corporation.
Controller of various mutual funds within the Guardian Fund Complex.
SIDNEY I. LIRTZMAN, Ph.D. (65) Director Professor of Management 9/67-present and Acting Dean of the School of Business
38 West 26th Street Management 2/95-present City University of New York -- Baruch College.
New York, New York 10010 President, Fairfield Consulting Associates, Inc. Director (Trustee) of various
mutual funds within the Guardian Fund Complex.
FRANK L. PEPE (55) Vice President Vice President and Equity Controller, The Guardian Life Insurance Company of
America 1/96 to present. Second Vice President and Equity Controller prior
thereto. Vice President and Controller, The Guardian Insurance & Annuity
Company, Inc. and Guardian Investor Services Corporation Controller, Guardiian
Asset Management Corporation.. Officer of various mutual funds within the
Guardian Fund Complex.
</TABLE>
- ----------
* Director who is deemed to be an "interested person," under the 1940 Act.
6
<PAGE>
<TABLE>
<CAPTION>
Name and Address Title Business History
- ---------------- ----- --------------
<S> <C> <C>
RICHARD T. POTTER, JR. (42) Counsel Vice President and Equity Counsel, The Guardian Life Insurance Company of
America 1/96-present. Second Vice President and Equity Counsel 1/93-12/95.
Counsel prior thereto. Counsel, The Guardian Insurance & Annuity Company, Inc.,
Guardian Investor Services Corporation, Guardian Asset Management Corporation
and various mutual funds within the Guardian Fund Complex.
JOSEPH D. SARGENT* (59) Director President, Chief Executive Officer and Director, The Guardian Life Insurance
Company of America, since 1/96; President and Director 1/93 to 12/95. Executive
Vice President prior thereto. Director (Trustee) of The Guardian Insurance &
Annuity Company, Inc., Guardian Investor Services Corporation and various mutual
funds within the Guardian Fund Complex.
CARL W. SCHAFER (61) Director President, Atlantic Foundation (charitable foundation supporting mainly
P.O Box 1164 oceanographic exploration and research). Director of Roadway Express (trucking),
Princeton, New Jersey 08542 Evans Systems, Inc. (a motor fuels, convenience store and diversified company),
Hidden Lake Gold Mines Ltd. (gold mining), Electronic Clearing House, Inc.
(financial transactions processing), Wainoco Oil Corporation and Nutraceutrix
Inc. (biotechnology). Chairman of the Investment Advisory Committee of the
Howard Hughes Medical Institute 1985-1992. Director (Trustee) of various mutual
funds within the Guardian Fund Complex. Director (Trustee) of various mutual
funds sponsored by Mitchell Hutchins Asset Management, Inc. and PaineWebber,
Inc.
ROBERT G. SMITH, Ph.D. (63) Director President, Smith Affiliated Capital Corp. Director (Trustee) of various mutual
132 East 72nd Street funds within the Guardian Fund Complex.
New York, New York 10028
THOMAS G. SORRELL (42) Vice President Vice President, The Guardian Life Insurance Company of America 7/94-present;
Director of Fixed Income, White River Corporation, 12/93-7/94. Director of Fixed
Income, Fund America Enterprises 4/93-12/93. Portfolio Manager, AIG Investment
Advisors, prior thereto. Vice President, Guardian Asset Management Corporation,
and various mutual funds within the Guardian Fund complex.
</TABLE>
GUARDIAN LIFE AND OTHER FUND AFFILIATES
As of April 1, 1997, The Guardian Insurance & Annuity Company, Inc.
("GIAC") owned 100% of the Fund's outstanding shares. Such shares were allocated
among separate accounts established by GIAC. GIAC is a wholly owned subsidiary
of Guardian Life. The executive offices of GIAC and Guardian Life are located at
201 Park Avenue South, New York, New York 10003.
INVESTMENT ADVISER
Under the investment advisory agreement between the Fund and GISC, GISC
furnishes investment advice and provides or pays for certain of the Fund's
administrative costs. Among other things, GISC pays the fees and expenses of the
Fund Directors who are interested persons under the 1940 Act. Under the
investment advisory
7
<PAGE>
agreement, GISC has also agreed to assume those operating expenses of the Fund
(excluding interest charges and income, franchise and other taxes) which exceed
one percent (1%) of the Fund's average daily net assets for any fiscal year. For
the year ended December 31, 1995, the ratio of operating expenses to average
daily net assets of the Fund did not exceed 1%, so GISC was not obligated to
assume any such expenses. From time to time, GISC may, at its discretion, assume
certain of the Fund's ordinary operating expenses when they are less than 1% of
average daily net assets.
For the years ended December 31, 1994, 1995 and 1996, the Fund paid GISC
$1,823,235 and $1,833,520, $1,889,236, respectively, under the investment
advisory agreement.
The investment advisory agreement between the Fund and GISC will continue
in full force and effect from year to year so long as its continuance is
specifically approved at least annually by vote of a majority of the Fund's
outstanding voting shares, or by vote of the Fund's Board of Directors,
including a majority of the Directors who are not parties to the agreement or
"interested persons" of the Fund or of GISC, cast in person at a meeting called
for that purpose. The agreement will terminate automatically upon its
assignment, and may be terminated without penalty at any time by either party
upon 60 days' written notice.
If the investment advisory agreement is terminated and it is not replaced
by an agreement with another affiliate of Guardian Life, the Fund's continued
use of the name "The Guardian Cash Fund, Inc." is subject to the approval of
Guardian Life, because Guardian Life maintains the exclusive ownership interest
of the service mark "The Guardian Cash Fund, Inc."
A service agreement between GISC and Guardian Life provides that Guardian
Life will furnish the office space, clerical staff, services and facilities
which GISC needs to perform under the investment advisory agreement. GISC's
officers are salaried employees of Guardian Life; they receive no compensation
from GISC. GISC reimburses Guardian Life for its expenses under the service
agreement.
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company ("State Street Bank"), Custody
Division, 1776 Heritage Drive, North Quincy, Massachusetts 02171, is the
custodian of the Fund's assets. Portfolio securities purchased for the Fund
outside of the U.S. are cleared through foreign depositories and are maintained
in the custody of foreign banks and trust companies which are members of State
Street Bank's Global Custody Network. State Street Bank and each of the foreign
custodial institutions holding portfolio securities of the Fund have been
approved by the Board in accordance with regulations under the 1940 Act.
To the extent required by the SEC the Board will review at least annually
whether it is in the best interest of the Fund and its shareholders to maintain
Fund assets in each foreign custodial institution. However there can be no
assurance that the Fund will not be adversely affected by any non-investment
risks associated with holding assets abroad. Such risks may be greater than
those associated with holding assets in the U.S.
State Street Bank is also the Fund's transfer agent and dividend paying
agent. As such, State Street Bank issues and redeems shares of the Fund and
distributes dividends to the GIAC separate accounts which invest in the Fund's
shares on behalf of GIAC's variable contract owners.
State Street Bank plays no part in formulating the investment policies of
the Fund or in determining which portfolio securities are to be purchased or
sold by the Fund.
LEGAL OPINIONS
The legality of the Fund shares described in the Prospectus has been
passed upon by Richard T. Potter, Jr., Esq., Second Vice President and Equity
Counsel, The Guardian Life Insurance Company of America, who is also Counsel of
the Fund. Federal securities law matters relating to the Fund have been passed
upon by the law firm of Vedder, Price, Kaufman & Kammholz of Chicago, Illinois.
INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS
The independent auditors of the Fund are Ernst & Young LLP, 787 Seventh
Avenue, New York, New York 10019. Ernst & Young LLP audited and reported on the
financial statements of the Fund which appear in the Fund's Annual Report to
Shareholders for the year ended December 31, 1996. That Annual Report is
incorporated by reference in this Statement of Additional Information.
8
<PAGE>
APPENDIX
DESCRIPTION OF SHORT-TERM INSTRUMENTS
U.S. Government Agency and Instrumentality Securities: U.S. government
agency securities are debt obligations issued by agencies or authorities
controlled by and acting as instrumentalities of the U.S. government established
under authority granted by Congress. U.S. government agency obligations include,
but are not limited to, those issued by the Bank for Co-operatives, Federal Home
Loan Banks, Federal Intermediate Credit Banks, and the Federal National Mortgage
Association. U.S. government instrumentality obligations include, but are not
limited to, those issued by the Export-Import Bank and Farmers Home
Administration. Some obligations issued or guaranteed by U.S. government
agencies and instrumentalities are supported by the full faith and credit of the
U.S. Treasury; others, by the right of the issuer to borrow from the Treasury;
others, by discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality; and others, only by the credit of
the agency or instrumentality. No assurance can be given that the U.S.
government will provide financial support to such U.S. government sponsored
agencies or instrumentalities in the future, since it is not obligated to do so
by law. The Fund will invest in such securities only when the Board of Directors
of the Fund is satisfied that the credit risk with respect to the issuer is
minimal.
U.S. Treasury Bills: U.S. Treasury Bills are issued with maturities of up
to one year. Three month bills are currently offered by the Treasury on a
13-week cycle and are auctioned each week by the Treasury. Bills are issued in
bearer form only and are sold only on a discount basis, and the difference
between the purchase price and the maturity value (or the resale price if they
are sold before maturity) constitutes the interest income for the investor.
Certificates of Deposit: Certificates of deposit are negotiable receipts
issued by a bank or savings and loan association in exchange for the deposit of
funds. A certificate of deposit earns a specified rate of return over a definite
period of time. Normally a certificate can be traded in a secondary market prior
to maturity. Eurodollar certificates of deposit are U.S. dollar-denominated
deposits in banks outside the U.S. Eurodollar deposits in foreign branches of
U.S. banks are the legal equivalent of domestic deposits, but are not covered by
FDIC insurance. Yankee certificates of deposit are U.S. dollar-denominated
deposits issued and payable by U.S. branches of foreign banks.
Commercial Paper: Commercial paper is generally defined as unsecured
short-term notes issued in bearer form by large, well-known corporations and
finance companies. Maturities on commercial paper range from a few days to nine
months. Commercial paper is also sold on a discount basis.
Bankers Acceptances: Bankers acceptances generally arise from short-term
credit arrangements designed to enable businesses to obtain funds in order to
finance commercial transactions. Generally, an acceptance is a time draft drawn
on a bank by an exporter or an importer to obtain a stated amount of funds to
pay for specific merchandise. The draft is then "accepted" by a bank that, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date.
Repurchase Agreements: Repurchase agreements are instruments under which
the Fund purchases a debt security and obtains a simultaneous commitment from
the seller (a bank or broker-dealer) to repurchase the debt security at an
agreed time and price. The resale price is in excess of the purchase price and
reflects an agreed upon market rate unrelated to the coupon rate on the
purchased security. Such transactions afford an opportunity for the Fund to
invest temporarily available cash and earn are turn that is insulated from
market fluctuations during the term of the agreement. Repurchase agreements are
fully collateralized (including the interest earned thereon), and are
marked-to-market daily during their entire terms. The risk to the Fund is
limited to the risk that the seller will be unable to pay the agreed upon sum
upon the delivery date. In the event of default, the Fund is entitled to sell
the underlying collateral. Any loss to the Fund will be the difference between
the proceeds from the sale of the collateral and the repurchase price. If
bankruptcy proceedings are commenced against the seller, disposition of the
collateral by the Fund may be delayed or limited. To minimize this risk, the
Board of Directors will periodically evaluate the creditworthiness of
broker-dealers and banks which enter into repurchase agreements with the Fund.
Corporate Obligations: Corporate obligations include bonds and notes
issued by corporations in order to finance longer term credit needs.
9
<PAGE>
DESCRIPTION OF COMMERCIAL PAPER RATINGS
MOODY'S INVESTORS SERVICE, INC.
P-1. Issuers (or supporting institutions) rated P-1 have a superior
ability for repayment of senior short-term debt obligations. P-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of
return on funds employed; conservative capitalization structure with moderate
reliance on debt and ample asset protection; broad margins in earnings coverage
of fixed financial charges and high internal cash generation; well-established
access to a range of financial markets and assured sources of alternate
liquidity.
P-2. Issuers (or supporting institutions) rated P-2 have a strong ability
for repayment of senior short-term obligations. This will normally be evidenced
by many of the characteristics cited above, but to a lesser degree. Earnings
trends and coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
STANDARD & POOR'S CORPORATION
A-1. Issues in the A-1 category, which is the highest category, have a
very strong degree of safety regarding timely payment. Those issues determined
to possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
A-2. Capacity for timely payment on issues rated A-2 is strong. However,
the relative degree of safety is not as high as for issues designated `A-1'.
DUFF & PHELPS, INC.
Duff 1+ Issues rated Duff 1+ have the highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or ready access
to alternative sources of funds, is outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.
Duff 1 Issues rated Duff 1 have very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.
Duff 1- Issues rated Duff 1- have high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
Duff 2 Issues rated Duff 2 have good certainty of timely payment.
Liquidity factors and company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to capital markets is
good. Risk factors are small.
FITCH INVESTORS SERVICES, INC.
F-1+ Issues rated F-1+ have exceptionally strong credit quality. Issues
assigned this rating are regarded as having the strongest degree of assurance
for timely payment.
F-1 Issues rated F-1 have very strong credit quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less in degree than
issues rated `F-1+'.
F-2 Issues rated F-2 have good credit quality. Issues assigned this rating
have a satisfactory degree of assurance for timely payments, but the margin of
safety is not as great as the `F-1+' and `F-1' ratings.
DESCRIPTION OF CORPORATE BOND RATINGS
MOODY'S INVESTORS SERVICE, INC.
Aaa. Bonds which are rated "Aaa" are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa. Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds
10
<PAGE>
because margins of protection may not be as large as in "Aaa" securities or
fluctuation of protective elements may be of greater amplitude, or there may be
other elements present which make the long-term risk appear somewhat greater
than the "Aaa" securities.
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from "Aa" through "B" in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.
STANDARD & POOR'S CORPORATION
AAA. Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
AA. Debt rated "AA" has a very strong capacity to pay interest and repay
principal, and differs from the highest rated issues only in small degree.
Note: Standard & Poor's ratings may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within the major rating
categories.
USING THE RATINGS
These ratings represent the opinions of each respective rating agency as
to the quality of the securities that they undertake to rate. It should be
emphasized that ratings are general and are not absolute standards of quality.
Consequently, securities with the same maturity, interest rate and rating may
have different market prices. Subsequent to its purchase by the Fund, an issue
of securities may cease to be rated or its rating may be reduced. GISC will
consider such an event in determining whether the Fund should continue to hold
the obligation.
11
<PAGE>
THE GUARDIAN CASH FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements (incorporated by reference in Part B):
Schedule of Investments as of December 31, 1996
Statement of Assets and Liabilities as of December 31, 1996
Statement of Operations for the Year Ended December 31, 1996
Statement of Changes in Net Assets for the Years Ended December 31, 1996
and 1995
Financial Highlights
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
(b) Exhibits
Number Description
1 -- Articles of Incorporation(1)
2 -- By-Laws(1)
3 -- Not Applicable
4 -- Not Applicable
5 -- Investment Advisory Agreement(1)
6(a) -- Selected Dealers Agreement(1)
6(b) -- Distribution Agreement(1)
7 -- Not Applicable
8 -- Custodian Agreement(2) and Amendment
to Custodian Agreement(4)
9 -- Transfer Agency Agreement(2)
10(a) -- Opinion and Consent of Counsel(4)
10(b) -- Consent of Counsel
11(a) -- Consent of Ernst & Young LLP
11(b) -- Consent of Vedder, Price, Kaufman & Kammholz
12 -- Not Applicable
13 -- Letter from The Guardian Insurance & Annuity
Company, Inc. with respect to providing the
initial capital for the Registrant(1)
14(a) -- Individual Retirement Account Custodial Agreement(2)
14(b) -- Defined Contribution Prototype and Trust(2)
14(c) -- Defined Benefit Pension Plan and Trust(2)
15 -- Not Applicable
16(a) -- Powers of Attorney executed by a majority of the
Board of Directors and certain principal officers
of the Fund(3)
16(b) -- Power of Attorney executed by Frank J. Fabozzi, Director
16(c) -- Power of Attorney executed by Joseph D. Sargent, Director
16(d) -- Power of Attorney executed by Carl W. Schafer, Director
27 -- Financial Data Schedule
- ----------
1. Incorporated by reference to Registrant's filing (Reg. No. 2-74905) of
December 29, 1981.
2. Incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-74905), filed
April 23, 1987.
3. Incorporated by reference to Post-Effective Amendment No. 10 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-74905), filed
April 22, 1991.
4. Incorporated by reference to Post-Effective Amendment No. 11 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-74905), filed
April 17, 1992.
C-1
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant
The following list sets forth the persons directly controlled by The
Guardian Life Insurance Company of America ("Guardian Life") as of April 1,
1997:
<TABLE>
<CAPTION>
Percentage of
State of Incorporation Voting Securities
Name of Entity or Organization Owned
------------ ------------------ -------------
<S> <C> <C>
The Guardian Insurance & Delaware 100%
Annuity Company, Inc.
Guardian Asset Management Delaware 100%
Corporation
First International Life Insurance Delaware 100%
Company
Guardian Reinsurance Services Connecticut 100%
Inc.
Physicians Health Services, Inc. Delaware 14%
Private Healthcare Systems, Inc. Delaware 14%
Managed Dental Care, Inc. California 100%
The Guardian Baillie Gifford
International Fund Massachusetts 30%
The Guardian Investment Quality Bond Fund Massachusetts 34%
Baillie Gifford International Fund Maryland 13%
Baillie Gifford Emerging Markets Fund Maryland 26%
The Guardian Tax-Exempt Fund Massachusetts 84%
The Guardian Asset Allocation Fund Massachusetts 17%
</TABLE>
The following list sets forth the persons directly controlled by
affiliates of Guardian Life, and thereby indirectly controlled by Guardian Life,
as of April 1, 1997:
<TABLE>
<CAPTION>
Approximate
Percentage of Voting
Securities Owned
Place of Incorporation by Guardian Life
Name of Entity or Organization Affiliates
------------ ------------------- --------------
<S> <C> <C>
Guardian Investor Services New York 100%
Corporation
Guardian Baillie Gifford Limited Scotland 51%
The Guardian Cash Fund, Inc. Maryland 100%
The Guardian Bond Fund, Inc. Maryland 100%
The Guardian Stock Fund, Inc. Maryland 100%
GAIC Funds, Inc. Maryland 100%
</TABLE>
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of April 1, 1997
-------------- ------------------------
Capital Stock 10
Item 27. Indemnification
Reference is made to Registrant's Articles of Incorporation which have been
filed as Exhibit Number 1 to the Registration Statement and are incorporated
herein by reference.
C-2
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
Guardian Investor Services Corporation ("GISC") acts as the sole
investment adviser for The Guardian Stock Fund, Inc., The Guardian Cash Fund,
Inc., The Guardian Bond Fund, Inc., and six of the eight series funds comprising
The Park Avenue Portfolio, namely: The Guardian Cash Management Fund, The
Guardian Park Avenue Fund, The Guardian Park Avenue Small Cap Fund, The Guardian
Investment Quality Bond Fund, The Guardian Tax-Exempt Fund and The Guardian
Asset Allocation Fund and one of the three series funds comprising GIAC Funds,
Inc. namely The Guardian Small Cap Stock Fund. GISC is also the manager of
Gabelli Capital Asset Fund. GISC is also the co-investment adviser for The
Guardian Real Estate Account. GISC's principal business address is 201 Park
Avenue South, New York, New York 10003. In addition, GISC is the distributor of
The Park Avenue Portfolio and variable annuities and variable life insurance
policies offered by The Guardian Insurance & Annuity Company, Inc. ("GIAC")
through its separate accounts. These separate accounts, 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, Separate
Account E, and The Guardian Separate Account K are all unit investment trusts
registered under the Investment Company Act of 1940, as amended.
A list of GISC's officers and directors is set forth below, indicating the
business, profession, vocation or employment of a substantial nature in which
each person has been engaged during the past two fiscal years for his or her own
account or in the capacity of director, officer, partner, or trustee, aside from
any affiliation with the Registrant. Except where otherwise noted, the principal
business address of each company is 201 Park Avenue South, New York, New York
10003.
<TABLE>
<CAPTION>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
----- --------------------- ----------------------------------
<S> <C> <C>
Charles E. Albers Executive Vice Senior Vice President: The Guardian Life Insurance Company of America. Vice
President President, Equity Securities: The Guardian Insurance & Annuity Company, Inc.
Executive Vice President: Guardian Asset Management Corporation. Director,
Guardian Baillie Gifford Limited. Officer of various Guardian-sponsored mutual
funds.
Philip H. Dutter Director Independent Consultant (self-employed). Director: The Guardian Life Insurance
Company of America. Director: The Guardian Insurance & Annuity Company, Inc.
William C. Warren Director Retired.
Director: The Guardian Life Insurance Company of America. Director: The Guardian
Insurance & Annuity Company, Inc.
Michele S. Babakian Vice President Vice President, Fixed-Income Securities: The Guardian Life Insurance Company of
America since 1/95; Second Vice President prior thereto Vice President: The
Guardian Insurance & Annuity Company, Inc. Officer of various Guardian-sponsored
mutual funds.
C-3
<PAGE>
<CAPTION>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
----- --------------------- ----------------------------------
<S> <C> <C>
Arthur V. Ferrara Director Retired. Chairman of the Board and Chief Executive Officer: The Guardian Life
Insurance Company of America until 12/95. Director (Trustee) of The Guardian
Insurance & Annuity Company, Inc., Guardian Asset Management Corporation, and
various Guardian-sponsored mutual funds.
John M. Smith President & Executive Vice President: The Guardian Life Insurance Company of America since
Director 1/95; Senior Vice President thereto. Executive Vice President and Director: The
Guardian Insurance & Annuity Company, Inc. Director: Guardian Baillie Gifford
Limited* and Guardian Asset Management Corporation. President: GIAC Funds, Inc.
Leo R. Futia Director Director: The Guardian Life Insurance Company of America. Director: The Guardian
Insurance & Annuity Company, Inc. Director/Trustee of various Guardian-sponsored
mutual funds. Director/Trustee of various mutual funds sponsored by Value Line,
Inc.**
Ryan W. Johnson Vice President and Second Vice President, Equity Sales: The Guardian Life Insurance Company of
National Sales America since 3/95; Regional Sales Director, Western Division, for Equity
Director Products prior thereto.
Frank J. Jones Director Executive Vice President and Chief Investment Officer: The Guardian Life
Insurance Company of America. Director, Executive Vice President and Chief
Investment Officer: The Guardian Insurance & Annuity Company, Inc. Director:
Guardian Asset Management Corporation. Officer of various Guardian-sponsored
mutual funds.
Edward K. Kane Senior Vice President, Executive Vice President and Director, The Guardian Life Insurance Company of
& Director America since 1/97. Senior Vice President, General Counsel prior thereto. Senior
Vice President, General Counsel & Director: The Guardian Insurance & Annuity
Company, Inc. Director: Guardian Asset Management Corporation.
- --------------------------------------------------------------------------------
* Principal business address:1 Rutland Court, Edinburgh EH#3 8EY, Scotland.
**Principal business address:711 Third Avenue, New York, NY10017.
C-4
<PAGE>
<CAPTION>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
----- --------------------- ----------------------------------
<S> <C> <C>
Joseph D. Sargent Director President and Chief Executive Officer: The Guardian 1/96; President and Director
prior thereto. President and Director: The Guardian Insurance & Annuity Company,
Inc. Director: Guardian Asset Management Corporation. Director: Guardian Baillie
Gifford, Ltd.*
Thomas R. Hickey, Jr. Vice President, Vice President, Equity Operations: The Guardian Life Insurance Company of
Operations America. Vice President, Administration: The Guardian Insurance & Annuity
Company, Inc. Officer of various Guardian-sponsored mutual funds.
Nikolaos D. Monoyios Vice President Vice President, Equity Securities: The Guardian Life Insurance Company of
America. Vice President: Guardian Asset Management Corporation. Officer of
various Guardian-sponsored mutual funds.
Frank L. Pepe Vice President & Vice President and Equity Controller, Equity Products: The Guardian Life
Controller Insurance Company of America since 1/96; Second Vice President and Equity
Controller prior thereto. Vice President and Controller: The Guardian Insurance
& Annuity Company, Inc. Controller: Guardian Asset Management Corporation.
Officer of various Guardian-sponsored mutual funds.
Richard T. Potter, Jr. Counsel Vice President and Equity Counsel: The Guardian Life Insurance Company of America
since 1/96; Second Vice President and Equity Counsel prior thereto. Counsel: The
Guardian Insurance & Annuity Company, Inc., Guardian Asset Management
Corporation and various Guardian-sponsored mutual funds.
Donald P. Sullivan, Jr. Vice President Second Vice President: The Guardian Life Insurance Company of America since
1/95; Assistant Vice President prior thereto.Vice President: The Guardian
Insurance & Annuity Company, Inc.
Kevin S. Alter Second Director, Broker-Dealer Operations: The Guardian Life Insurance Company of
Vice President America.
Ann T. Kearney Second Vice Second Vice President: Group Pensions: The Guardian Life Insurance Company of
President America since 1/95; Assistant Vice President prior thereto. Second Vice
President: The Guardian Insurance & Annuity Company, Inc.
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
Other Substantial Business,
Name Position(s) with GISC Profession, Vocation or Employment
----- --------------------- ----------------------------------
<S> <C> <C>
Alexander M. Grant, Jr. Second Vice Assistant Vice President: Investments: The Guardian Life Insurance Company of
President America since 9/93; Investment Officer prior thereto. Officer of various
Guardian-sponsored mutual funds.
Earl C. Harry Treasurer Treasurer: The Guardian Life Insurance Company of America since 7/96, Assistant
Treasurer prior thereto. Treasurer, The Guardian Insurance & Annuity Company.
Joseph A. Caruso Secretary Second Vice President and Secretary, The Guardian Life Insurance Company of
America since 1/95; Secretary prior thereto. Secretary: The Guardian Insurance &
Annuity Company, Inc., Guardian Asset Management Corporation and various
Guardian-sponsored mutual funds.
</TABLE>
Item 29. Principal Underwriters
(a) GISC is the principal underwriter and distributor of the eight series
funds comprising The Park Avenue Portfolio, namely: The Guardian Park Avenue
Fund, The Park Avenue Small Cap Fund, The Guardian Cash Management Fund, The
Guardian Investment Quality Bond Fund, The Guardian Tax-Exempt Fund, The
Guardian Baillie Gifford International Fund, The Baillie Gifford Emerging
Markets Fund and The Guardian Asset Allocation Fund. In addition, GISC is the
distributor of variable annuities and variable life insurance policies offered
by GIAC through GIAC's separate accounts: The Guardian Real Estate Account,
which is not registered as an investment company, and 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
Separate Account E and The Guardian Separate Account K, which are all registered
as unit investment trusts under the Investment Company Act of 1940, as amended.
These latter separate accounts buy and sell shares of The Guardian Stock Fund,
Inc., The Guardian Bond Fund, Inc., The Guardian Cash Fund, Inc. and GIAC Funds,
Inc. on behalf of GIAC's variable contractowners.
C-6
<PAGE>
(b) The principal business address of the officers and directors of GISC
listed below is 201 Park Avenue South, New York, New York 10003.
<TABLE>
<CAPTION>
Position(s) Position(s)
Name with Underwriter with Registrant
----- --------------- -------------
<S> <C> <C>
John M. Smith President & Director None
Arthur V. Ferrara Director Director
Leo R. Futia Director Director
Peter L. Hutchings Director None
Edward K. Kane Senior Vice President, None
& Director
Philip H. Dutter Director None
William C. Warren Director None
Joseph D. Sargent Director None
Frank J. Jones Director None
Charles E. Albers Executive Vice President Vice President
Ryan W. Johnson Vice President and None
National Sales Director
Frank L. Pepe Vice President & Controller Vice President
Michele S. Babakian Vice President Vice President
Nikolaos D. Monoyios Vice President None
Thomas R. Hickey, Jr. Vice President Vice President
Richard T. Potter, Jr. Counsel Counsel
Donald P. Sullivan, Jr. Vice President None
Ann T. Kearney Second Vice President Controller
Alexander M. Grant, Jr. Second Vice President Treasurer
Kevin S. Alter Second Vice President None
Donald P. Sullivan, Jr. Second Vice President None
Earl C. Harry Treasurer None
Joseph A. Caruso Secretary Secretary
</TABLE>
(c) Not Applicable.
Item 30. Location of Accounts and Records
Most of the Registrant's accounts, books and other documents required to
be maintained by Section 31(a) of the Investment Company Act of 1940 and the
rules promulgated thereunder are maintained by the custodian and the transfer
agent for the Registrant, the State Street Bank and Trust Company, 1776 Heritage
Drive, North Quincy, Massachusetts 02171. The Registrant's corporate records are
maintained by the Registrant at 201 Park Avenue South, New York, New York 10003.
Item 31. Management Services
None.
Item 32. Undertakings
Subject to the terms and conditions of Section 15(d) of the Securities and
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission 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.
Registrant hereby undertakes to furnish upon request and without charge, a
copy of the Registrant's latest Annual Report to Shareholders to each person to
whom a copy of the Registrant's prospectus is delivered.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment
Company Act of 1940, the Registrant, The Guardian Cash Fund, Inc., certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York and the State of New York on the 23rd day of April, 1997.
THE GUARDIAN CASH FUND, INC.
By /s/ THOMAS R. HICKEY, JR.
--------------------------------
Thomas R. Hickey, Jr.
Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
/s/FRANK J. JONES* President
- ----------------------------------- (Principal Executive Officer)
Frank J. Jones
/s/ALEXANDER M. GRANT* Treasurer
- ----------------------------------- (Principal Financial Officer)
Alexander M. Grant
/s/FRANK L. PEPE* Controller
- ----------------------------------- (Principal Accounting Officer)
Frank L. Pepe
/s/JOHN C. ANGLE* Director
- -----------------------------------
John C. Angle
/s/FRANK J. FABOZZI* Director
- -----------------------------------
Frank J. Fabozzi
/s/ARTHUR V. FERRARA* Director
- -----------------------------------
Arthur V. Ferrara
/s/LEO R. FUTIA* Director
- -----------------------------------
Leo R. Futia
/s/WILLIAM W. HEWITT, JR.* Director
- -----------------------------------
William W. Hewitt, Jr.
/s/SIDNEY I. LIRTZMAN* Director
- -----------------------------------
Sidney I. Lirtzman
/s/JOSEPH D. SARGENT* Director
- -----------------------------------
Joseph D. Sargent
/s/CARL W. SCHAFER* Director
- -----------------------------------
Carl W. Schafer
/s/ROBERT G. SMITH* Director
- -----------------------------------
Robert G. Smith
*By /s/ THOMAS R. HICKEY, JR. Date: April 23, 1997
- -------------------------------------
Thomas R. Hickey, Jr.
Vice President
Pursuant to a Power of Attorney
<PAGE>
THE GUARDIAN CASH FUND, INC.
Exhibit Index
Number Description
------ -----------
10 Consent of Counsel
11(a) Consent of Ernst & Young LLP
11(b) Consent of Vedder, Price,
Kaufman & Kammholz
16(c) Power of Attorney executed by Joseph D.
Sargent, Director
16(d) Power of Attorney executed by Carl
W. Schafer, Director
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THE GUARDIAN CASH FUND, INC.
This schedule contains financial information extracted from the
"Annual Report to Shareholders" dated December 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 378243
<INVESTMENTS-AT-VALUE> 378243
<RECEIVABLES> 1803
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 380046
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1724
<TOTAL-LIABILITIES> 1724
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 374539
<SHARES-COMMON-STOCK> 37832
<SHARES-COMMON-PRIOR> 35682
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 378321
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 20417
<OTHER-INCOME> 0
<EXPENSES-NET> 2039
<NET-INVESTMENT-INCOME> 18378
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 18378
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (18378)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9985
<NUMBER-OF-SHARES-REDEEMED> (5854)
<SHARES-REINVESTED> 7057
<NET-CHANGE-IN-ASSETS> 21502
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1889
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2039
<AVERAGE-NET-ASSETS> 377847
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> 0.49
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.49)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> .54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Ex-99.10
CONSENT OF COUNSEL
I hereby consent both to the reference to my name under the heading "Legal
Opinions" in the Statement of Additional Information constituting part of this
Post-Effective Amendment to the Registration Statement on Form N-1A for The
Guardian Cash Fund, Inc. and to the filing of this consent as an exhibit to said
Amendment.
/s/ RICHARD T. POTTER, JR.
-----------------------------------
Richard T. Potter, Jr.
Counsel
New York, New York
April 23, 1997
Ex-99.11(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" in the Prospectus and "Independent Auditors and Financial
Statements" in the Statement of Additional Information in this Registration
Statement (Form N-1A No. 2-74905), and to the incorporation by reference therein
of our report dated February 7, 1997 on the financial statements and financial
highlights of The Guardian Cash Fund, Inc.
ERNST & YOUNG LLP
New York, New York
April 23, 1997
Ex-99.11(b)
LETTERHEAD OF VEDDER, PRICE,
KAUFMAN & KAMMHOLZ
April 23, 1997
The Guardian Cash Fund, Inc.
201 Park Avenue South
New York, New York 10003
Gentlemen and Ladies:
We hereby consent to the reference to our name under the heading "Legal
Opinions" in the Statement of Additional Information contained in Post-Effective
Amendment No. 16 to the registration statement on Form N-1A for The Guardian
Cash Fund, Inc. (File No. 2-74905) and to the filing of this consent as an
exhibit to the registration statement.
Very truly yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
/s/ CATHY G. O'KELLY
--------------------------------------
Cathy G. O'Kelly
Ex-99.16(c)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Joseph D. Sargent, whose signature appears
below, constitutes and appoints Frank J. Jones, Joseph A. Caruso and Thomas R.
Hickey, Jr., 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 THE GUARDIAN CASH FUND,
INC. 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
substitutes, may do or cause to be done by virtue hereof.
/s/ Joseph D. Sargent
----------------------------------
Signature
Dated: April 22, 1996
Ex-99.16(c)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Carl W. Schafer, whose signature appears
below, constitutes and appoints Frank J. Jones, Joseph A. Caruso and Thomas R.
Hickey, Jr., 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 THE GUARDIAN CASH FUND,
INC. 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
substitutes, may do or cause to be done by virtue hereof.
/s/ Carl W. Schafer
----------------------------------
Signature
Dated: April 18, 1996
