As filed with the Securities and Exchange Commission on April 27, 1998.
Registration Nos. 2-74905
811-3324
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
POST-EFFECTIVE AMENDMENT No. 17 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
AMENDMENT No. 17 |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) 598-8359
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<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, 1998 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.
------------------------
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<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, 1998
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, 1998, 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.
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, 1997,
which appear in the Fund's 1997 Annual Report to Shareholders. This Annual
Report includes further information about the Fund's 1997 performance and the
unqualified report of Ernst & Young LLP on the Fund's 1997 financial statements.
The 1997 Annual Report is incorporated by reference into the Statement of
Additional Information. Free copies of the Statement of Additional Information
and the Fund's 1997 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,
--------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period ...................... $10.00 $10.00 $10.00 $10.00 $10.00 $10.00
-------- -------- -------- -------- -------- --------
Income from investment
operations
Net investment income ....... 0.50 0.49 0.54 0.38 0.26 0.35
-------- -------- -------- -------- -------- --------
Distributions to shareholders
Dividends from net investment
income ...................... (0.50) (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 $10.00
======== ======== ======== ======== ======== ========
Total return* ................. 5.14% 4.98% 5.52% 3.82% 2.64% 3.21%
======== ======== ======== ======== ======== ========
Ratios/supplemental data:
Net assets, end of period
(000's omitted) .......... $368,122 $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% 0.54%
Ratio of net investment income
to average net assets ....... 5.02% 4.86% 5.39% 3.81% 2.61% 3.17%
<CAPTION>
Year Ended December 31,
-----------------------------------------------
1991 1990 1989 1988
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net asset value, beginning of
period ...................... $10.00 $10.00 $10.00 $10.00
-------- -------- -------- --------
Income from investment
operations
Net investment income ....... 0.54 0.77 0.87 0.72
-------- -------- -------- --------
Distributions to shareholders
Dividends from net investment
income ...................... (0.54) (0.77) (0.87) (0.72)
-------- -------- -------- --------
Net asset value, end of
period ...................... $10.00 $10.00 $10.00 $10.00
======== ======== ======== ========
Total return* ................. 5.59% 7.95% 8.70% 7.20%
======== ======== ======== ========
Ratios/supplemental data:
Net assets, end of period
(000's omitted) .......... $331,677 $331,600 $262,865 $228,310
Ratio of expenses to average
net assets .................. 0.55% 0.56% 0.56% 0.58%
Ratio of net investment income
to average net assets ....... 5.44% 7.67% 8.67% 7.17%
</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.
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 that 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.
2
<PAGE>
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.
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.
3
<PAGE>
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
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. For the year ended December 31, 1997, the sum of the
advisory fee and the Fund's other operating expenses was 0.54%.
GISC is located at 201 Park Avenue South, New York, New York 10003. GISC
is wholly owned by
4
<PAGE>
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 eight of the ten
series funds comprising The Park Avenue Portfolio, The Guardian Stock Fund,
Inc., The Guardian Bond Fund, Inc., and The Guardian Small Cap Stock 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 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.
Like other mutual funds, financial and business organizations around the
world, the Fund could be adversely affected if the computer systems used by the
Fund internally, the systems of the Fund's service providers, and related
computer systems do not properly process and calculate date-related information
and data beginning on January 1, 2000. Many computer systems today cannot
distinguish the year 2000 from the year 1900 because of the way dates were
encoded and calculated in these systems. GISC and the Fund's other service
providers have each been actively working to change their systems, if necessary,
to deal with this problem, and each expects that their respective systems will
be adapted before January 1, 2000. However, there can be no assurance that these
preparations will be successful.
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 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.
5
<PAGE>
If the Fund's market value NAV deviates from $10.00 per share based on
amortized cost by more than 1/2 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
1/2 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.
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
6
<PAGE>
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.
7
<PAGE>
THE GUARDIAN CASH FUND, INC.
201 Park Avenue South, New York, New York 10003
------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1998
------------------------------------------------------------
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, 1998. 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..................... 10
Investment Adviser.......................................... 10
Custodian and Transfer Agent................................ 10
Legal Opinions.............................................. 11
Independent Auditors and Financial Statements............... 11
Appendix.................................................... 11
1
<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 1/2 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;
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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).
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, 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, 1997):
Ending account value.......................................................... $10.01005
Less -- beginning account value............................................... 10.00
Net change in account value....................................................... .01005
Base period return = ($.01005 / $10.00000)....................................... .001005
Current yield (annualized) = ((.001005 / 7) x 365)............................... 0.0524, or 5.24%
Effective yield (annualized) = (1 + (.001005 / 7))365 - 1......................... 0.0538, or 5.38%
</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
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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.
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, 1995, 1996 and 1997. 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 ten 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, Inc. The
Guardian Bond Fund, Inc. 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 Park Avenue Tax-Efficient Fund, The Guardian
Cash Management Fund, The Guardian Investment Quality Bond Fund, The Guardian
High Yield 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, 1997. The Fund's
officers and directors had an aggregate interest of less than 1% in the Fund's
outstanding shares as of April 1, 1998.
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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 $42,677
William W. Hewitt, Jr.
Director 2,500 N/A N/A 42,677
Sidney I. Lirtzman
Director 2,500 N/A N/A 42,677
Carl W. Schafer
Director 2,500 N/A N/A 42,677
Robert G. Smith
Director 2,500 N/A N/A 42,677
</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.
Set forth below is information about the officers and Directors of the
Fund, including their principal business affiliations for the past five years.
<TABLE>
<CAPTION>
Name and Address Title Business History
- ---------------- ----- --------------
<S> <C> <C>
JOHN C. ANGLE* (75) 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.
</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>
JOSEPH A. CARUSO (46) Secretary Vice President and Corporate Secretary, The Guardian Life Insurance
Company of America 3/96-present; Second Vice President and Corporate Secretary
1/95-2/96; Corporate Secretary prior thereto; Vice President and Secretary,
Guardian Investor Services Corporation and The Guardian Insurance & Annuity
Company, Inc. Secretary, Guardian Asset Management Corporation, Park Avenue Life
Insurance Company, Guardian Baillie Gifford Limited and various mutual funds
within the Guardian Fund Complex.
FRANK J. FABOZZI, Ph.D. (49) 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* (67) 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* (78) 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.
6
<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. (45) Vice President Vice President, Equity Operations, The Guardian Life Insurance Company of
America. Vice President, Administration, The Guardian Insurance & Annuity
Company, Inc. Senior Vice President, Guardian Investor Services Corporation.
Officer of various mutual funds within the Guardian Fund Complex.
FRANK J. JONES, Ph.D. (59) 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 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 (46) 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.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Name and Address Title Business History
- ---------------- ----- --------------
<S> <C> <C>
SIDNEY I. LIRTZMAN, Ph.D. (66) 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.
RICHARD T. POTTER, JR. (43) Counsel Vice President and Equity Counsel, The Guardian Life Insurance Company of
America 1/96-present. Second Vice President and Equity 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* (60) Director President, Chief Executive Officer and Director, The Guardian Life Insurance
Company of America, since 1/96; President and Director prior thereto. Director,
President and Chief Executive Officer of The Guardian Insurance & Annuity
Company, Inc., Guardian Asset Management Corporation and Park Avenue Life
Insurance Company. Director (Trustee) of Guardian Investor Services Corporation
and various mutual funds within the Guardian Fund Complex.
</TABLE>
- ----------
* Director who is deemed to be an "interested person," under the 1940 Act.
8
<PAGE>
<TABLE>
<CAPTION>
Name and Address Title Business History
- ---------------- ----- --------------
<S> <C> <C>
CARL W. SCHAFER (62) 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. (65) 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 (43) 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 American Enterprises prior thereto. Vice President, Guardian Asset
Management Corporation, and various mutual funds within the Guardian Fund
complex.
</TABLE>
9
<PAGE>
GUARDIAN LIFE AND OTHER FUND AFFILIATES
As of April 1, 1998, 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 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, 1997, 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, 1995, 1996 and 1997, the Fund paid GISC
$1,833,520, $1,889,236, and $1,955,040 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.
10
<PAGE>
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., 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, 1997. That Annual Report is
incorporated by reference in this Statement of Additional Information.
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
11
<PAGE>
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.
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.
12
<PAGE>
STANDARD & POOR'S RATINGS GROUP
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 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.
13
<PAGE>
STANDARD & POOR'S RATINGS GROUP
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.
14
<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, 1997
Statement of Assets and Liabilities as of December 31, 1997
Statement of Operations for the Year Ended December 31, 1997
Statement of Changes in Net Assets for the Years Ended December 31, 1997
and 1996
Financial Highlights
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
(b) Exhibits
Number Description
1 -- Articles of Incorporation
2 -- By-Laws
3 -- Not Applicable
4 -- Not Applicable
5 -- Investment Advisory Agreement
6(a) -- Selected Dealers Agreement(1)
6(b) -- Distribution Agreement(1)
7 -- Not Applicable
8 -- Custodian Agreement and Amendment
to Custodian Agreement
9 -- Transfer Agency Agreement
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 -- Not Applicable
15 -- Not Applicable
16(a) -- Powers of Attorney executed by a majority of the
Board of Directors and certain principal officers
of the Fund
16(b) -- Power of Attorney executed by Frank J. Fabozzi, Director(2)
16(c) -- Power of Attorney executed by Joseph D. Sargent, Director(2)
16(d) -- Power of Attorney executed by Carl W. Schafer, Director(2)
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. 16 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-74905), filed
via EDGAR on April 23, 1997.
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 February 1,
1998:
<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
Park Avenue 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 Baillie Gifford
Emerging Markets Fund Massachusetts 78%
The Guardian Small Cap
Stock Fund Maryland 27%
The Guardian Investment Quality Bond Fund Massachusetts 52%
Baillie Gifford International Fund Maryland 15%
Baillie Gifford Emerging Markets Fund Maryland 23%
The Guardian Tax-Exempt Fund Massachusetts 86%
The Guardian Asset Allocation Fund Massachusetts 17%
The Guardian Park Avenue Small
Cap Fund Massachusetts 57%
</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, 1998:
<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%
GIAC Funds, Inc. Maryland 100%
</TABLE>
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of April 1, 1998
-------------- ------------------------
Capital Stock 12
Item 27. Indemnification
Reference is made to Registrant's Articles of Incorporation which have
been filed herewith as Exhibit Number 1 to the Registration Statement.
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 currently operating
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'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, The Guardian Separate Account E, The Guardian Separate
Account K and The Guardian Separate Account M, 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>
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.
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.
Director 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 Senior Vice President Vice President, Equity Sales: The Guardian Life Insurance Company of
and National Sales America since 3/98; Second Vice President, Equity Sales, prior thereto.
Director
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
America since 1/97. Senior Vice President and 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 Life Insurance Company of
America since 1/96; President and Director prior thereto. President, Chief
Executive Officer and Director: The Guardian Insurance & Annuity Company, Inc. and
Park Avenue Life Insurance Company. Director: Guardian Asset Management
Corporation. Director: Guardian Baillie Gifford, Ltd.*
Thomas R. Hickey, Jr. Senior 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.
Frank L. Pepe Vice President & Vice President and Equity Controller, Equity Products: The Guardian Life
Controller Insurance Company of America. 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.
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.
Peggy L. Coppola Second Vice Assistant Vice President, Equity Sales Support, The Guardian Life Insurance
President Company of America. Second Vice President, The Guardian Insurance & Annuity
Company, Inc.
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 Second Vice President: Investments: The Guardian Life Insurance Company of
President America since 1/97; Assistant Vice President, Investments, 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 Vice President Vice President and Secretary, The Guardian Life Insurance Company of America.
and Secretary Vice President and Secretary: The Guardian Insurance & Annuity Company, Inc.
Secretary: Park Avenue Life Insurance Company, 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 ten series
funds (eight of which are currently offered) comprising The Park Avenue
Portfolio, namely: The Guardian Park Avenue Fund, The Guardian Park Avenue Small
Cap Fund, The Guardian Park Avenue Tax-Efficient Fund, The Guardian Cash
Management Fund, The Guardian Investment Quality Bond Fund, The Guardian High
Yield Bond Fund, The Guardian Tax-Exempt Fund, The Guardian Baillie Gifford
International Fund, The Guardian 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/Value Line Separate Account, The Guardian
Separate Account A, The Guardian Separate Account B, The Guardian Separate
Account C, The Guardian Separate Account D, The Guardian Separate Account E, The
Guardian Separate Account K, and The Guardian Separate Account M, 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
Philip H. Dutter Director None
William C. Warren Director None
Joseph D. Sargent Director Chairman
Frank J. Jones Director President
Ryan W. Johnson Senior Vice President and None
National Sales Director
Frank L. Pepe Vice President & Controller Vice President
Thomas R. Hickey, Jr. Senior 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
Peggy L. Coppola Second Vice President None
Earl C. Harry Treasurer None
Joseph A. Caruso Vice President and 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 27th day of April, 1998.
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 27, 1998
- -------------------------------------
Thomas R. Hickey, Jr.
Vice President
Pursuant to a Power of Attorney
<PAGE>
THE GUARDIAN CASH FUND, INC.
Exhibit Index
Number Description
------ -----------
1 Articles of Incorporation
2 By-Laws
5 Investment Advisory Agreement
8 Custodian Contract and Amendments thereto
9 Transfer Agency Agreement
10(a) Opinion and Consent of Counsel
10(b) Consent of Counsel
11(a) Consent of Ernst & Young LLP
11(b) Consent of Vedder, Price,
Kaufman & Kammholz
16(a) Powers of Attorney
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THE GUARDIAN CASH FUND
This schedule contains financial information extracted from the
"Annual Report to Shareholders" dated December 31, 1997, and is qualified
in its entirety to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 367,996
<INVESTMENTS-AT-VALUE> 367,996
<RECEIVABLES> 932
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 368,927
<PAYABLE-FOR-SECURITIES> 299,581
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 505
<TOTAL-LIABILITIES> 805
<SENIOR-EQUITY> 3,681
<PAID-IN-CAPITAL-COMMON> 364,441
<SHARES-COMMON-STOCK> 36,812
<SHARES-COMMON-PRIOR> 37,832
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 368,122
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,731
<OTHER-INCOME> 0
<EXPENSES-NET> 2,103
<NET-INVESTMENT-INCOME> 19,628
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 19,628
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (19,628)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 30,190
<NUMBER-OF-SHARES-REDEEMED> (33,173)
<SHARES-REINVESTED> 1,963
<NET-CHANGE-IN-ASSETS> 19,628
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,955
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,103
<AVERAGE-NET-ASSETS> 391,008
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .50
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.50)
<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>
ARTICLES OF INCORPORATION
OF
The Guardian Cash Fund, Inc.
* * * * *
THIS IS TO CERTIFY:
FIRST: We, the undersigned, SANDRA CAMILLO, JOAN BRUNSON and RALPH
GREGGS, each of whose post office address is 1633 Broadway, New York, New York
10019, all being of full legal age, do, under and by virtue of the General Laws
of the State of Maryland authorizing the formation of corporations, associate
ourselves with the intention of forming a corporation.
SECOND: The name of the corporation is The Guardian Cash Fund, Inc.
(hereinafter called the "Corporation").
THIRD: The purpose or purposes for which the Corporation is formed
and the business or objects to be transacted, carried on and promoted by it, are
as follows:
(1) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to the conduct of
such operations.
<PAGE>
(2) (a) To hold, invest and reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or otherwise
acquire, hold for investment or otherwise, sell, assign, negotiate, transfer,
exchange or otherwise dispose of or turn to account or realize upon, securities
(which term "securities" shall for the purposes of these Articles of
Incorporation, without limitation of the generality thereof, be deemed to
include, but is not limited to common and preferred stocks, warrants, bonds,
debentures, bills, time notes and all other evidences of indebtedness)
negotiable or non-negotiable instruments, government securities, and money
market instruments including bank certificates of deposit, finance paper,
commercial paper, bankers acceptances and all kinds of repurchase agreements of
any corporation, company, trust, association, firm or other business
organization however established, and of any country, state, municipality or
other political subdivision, or of any other governmental or quasi-governmental
agency or instrumentality created or issued by any issuer (which term "issuer"
shall for the purposes of these Articles of Incorporation, without limitation of
the generality thereof be deemed to include any persons, firms, associations,
corporations, syndicates, combinations, organizations, governments, or
subdivisions thereof); and to exercise as owner or holder of any securities, all
rights, powers and privileges in respect thereof, and to do any and all acts and
<PAGE>
things for the preservation, protection, improvement and enhancement in value
of any or all such securities.
(b) To aid by further investment any corporation, company,
trust, association, firm or other business organization, any obligation of or
interest in which is held by the Corporation or in the affairs of which the
Corporation has any direct or indirect interest, and to do anything designed to
protect, preserve, improve or enhance the value of such obligation or interest.
(c) To promote or aid the incorporation of any organization or
enterprise under the laws of any country, state, municipality or other political
subdivision, and to cause the same to be dissolved, wound up, liquidated, merged
or consolidated.
(3) To issue and sell shares of its own capital stock in such
amounts and on such terms and conditions; for such purposes and for such amount
or kind of consideration (including without limitation, thereto, securities) now
or hereafter permitted by the laws of Maryland and by these Articles of
Incorporation, as its Board of Directors may determine, when shares of the
capital stock of the Corporation are issued for not less than the net asset
value per share of such capital stock outstanding at the time as of which the
computation of such net asset value shall be made for purposes of such sale. The
method of computing such net asset value shall be determined as provided in the
By-Laws and which method shall not be in violation of provisions Investment
Company Act of 1940.
<PAGE>
The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to, or
inference from, the terms of any other clause of this or any other Article of
these Articles of Incorporation, and shall each be regarded as independent, and
construed as powers as well as objects and purposes, and the enumeration of
specific purposes, objects and powers shall not be construed to limit or
restrict in any manner the meaning of general terms of the general powers of the
Corporation now or hereafter conferred by the laws of the State of Maryland, nor
shall the expression of one thing be deemed to exclude another, though it be of
like nature, not expressed, provided, however, that the Corporation shall not
have power to carry on within the State of Maryland any business whatsoever the
carrying on of which would preclude it from being classified as an ordinary
business corporation under the laws of said State, nor shall it carry on any
business, or exercise any powers, in any other state, territory, district or
country except to the extent that the same may lawfully be carried on or
exercised under the laws thereof.
FOURTH: The post office address of the place at which the principal
office of the Corporation in the State of Maryland will be located is c/o The
Corporation Trust Incorporated, First Maryland Building, 25 South Charles
Street, Baltimore, Maryland 21201.
<PAGE>
The Corporation's resident agent is The Corporation Trust
Incorporated whose post office address is First Maryland Building, 25 South
Charles Street, Baltimore, Maryland 21201. Said resident agent is a corporation
of the State of Maryland.
FIFTH: (1) The total amount of authorized capital stock of the
Corporation and the number and par value of its shares is $10,000,000.00
consisting of 100,000,000 shares of the par value of $.10 each, all of one
class.
(2) At all meetings of stockholders each stockholder of the
Corporation shall be entitled to one vote for each share of stock standing in
his name on the books of the Corporation. Any fractional share, if any such
fractional shares are outstanding, shall carry proportionately all the rights of
a whole share, including the right to vote and the right to receive dividends.
The presence in person or by proxy of the holders of a majority of the shares of
capital stock of the Corporation outstanding and entitled to vote thereof shall
constitute a quorum at any meeting of the shareholders. If at any meeting of the
shareholders there shall be less than a quorum present, the shareholders present
at such meeting may, without further notice, adjourn the same from time to time
until a quorum shall attend, but no business shall be transacted at any such
adjourned meeting except such as might have been lawfully transacted had the
meeting not been adjourned.
<PAGE>
(3) All shares of the capital stock of the Corporation now or
hereafter authorized shall be subject to redemption and redeemable, in the sense
used in the General Laws of the State of Maryland authorizing the formation of
corporations, at the redemption price for any such shares, determined in the
manner set out in these Articles of Incorporation. In the absence of any
specification as to the purposes for which shares of the capital stock of the
Corporation are redeemed or purchased by it, all shares so redeemed or purchased
shall be deemed to be acquired for retirement in the sense contemplated by the
laws of the State of Maryland and the number of the authorized shares of the
capital stock of the Corporation shall not be reduced by the number of any
shares redeemed or purchased by it.
(4) Notwithstanding any provisions of law requiring any action
to be taken or authorized by the affirmative vote of the holders of a majority
or other designated proportion of the shares, or to be otherwise taken or
authorized by a vote of the stockholders, such action shall be effective and
valid if taken or authorized by the affirmative vote of the holders of a
majority of the total number of shares outstanding and entitled to vote thereon
pursuant to the provisions of these Articles of Incorporation.
(5) No holder of stock of the Corporation shall, as such
holder, have any right to purchase or subscribe for any shares of the capital
stock of the Corporation which it may issue
<PAGE>
or sell (whether out of the number of shares authorized by these Articles of
Incorporation, or out of any shares of the capital stock of the Corporation
acquired by it after the issue thereof, or otherwise) other than such right, if
any, as the Board of Directors, in its discretion, may determine.
(6) All persons who shall acquire stock in the Corporation
shall acquire the same subject to the provisions of these Articles of
Incorporation.
SIXTH: (1) The number of Directors of the Corporation shall be eight
and the names of those who shall act as such until the first annual meeting or
until their successors are duly chosen and qualified are as follows: WILLIAM C.
BROWN, GEORGE T. CONKLIN, JR., LEO R. FUTIA, AVRAM KISSELGOFF, GERALD MILLS,
IRVING ROSENTHAL, ROBERT G. SMITH and JAMES B. PIRTLE.
However, the By-Laws of the Corporation may fix the number of
Directors at a number greater or less than that named in these Articles of
Incorporation and may authorize the Board of Directors, by the vote of a
majority of the entire Board of Directors, to increase or decrease the number of
Directors fixed by these Articles of Incorporation or by the By-Laws within a
limit specified in the By-Laws, (provided that in no case shall the number of
Directors be less than three) and to fill the vacancies created by any such
increase in the number of Directors. Unless otherwise provided by the By-Laws of
the Corporation, the Directors of the Corporation need not be stockholders
therein.
<PAGE>
(2) Any officer elected or appointed by the Board of Directors
or by any committee of said Board or by the stockholders or otherwise, may be
removed at any time with or without cause, in such lawful manner as may be
provided in the By-Laws of the Corporation by majority vote of entire Board.
(3) If the By-Laws so provide, the Board of Directors of the
Corporation shall have power to hold their meetings, to have an office or
offices and, subject to the provisions of the laws of Maryland, to keep the
books of the Corporation outside of said State at such places as may from time
to time be designated by them.
(4) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the Board of Directors may exercise all
such powers and do all acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the express provisions of the laws of
Maryland, of these Articles of Incorporation and of the By-Laws of the
Corporation.
(5) Shares of stock in other corporations shall be voted by
the President or a Vice-president, or such officer or officers of the
Corporation or such other person or persons as the Board of Directors shall
designate for the purpose, or by a proxy or proxies thereunto duly authorized by
the Board of Directors.
(6) Each director and officer (and his heirs, executors and
administrators) shall be indemnified by the Corporation against reasonable costs
and expenses incurred by him in connection with any action, suit or proceeding
to which he is made a party by
<PAGE>
reason of his being or having been a director or officer of the Corporation,
except in relation to any action, suit or proceeding in which he has been
adjudged liable because of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. In the
absence of an adjudication which expressly absolves the director or officer of
liability to the Corporation or its stockholders for willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office, or in the event of a settlement, each director and
officer (and his heirs, executors and administrators) shall be indemnified by
the Corporation against payments made, including reasonable costs and expenses,
provided that such indemnity shall be conditioned upon the prior determination
by a resolution of two-thirds of those members of the Board of Directors of the
Corporation who are not involved in the action, suit or proceeding that the
director or officer has no liability by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office, and provided further that if a majority of the members of
the Board of Directors of the Corporation are involved in the action, suit or
proceeding, such determination shall have been made by a written opinion of
independent counsel. The indemnity provided herein shall in the event of the
settlement of any such action, suit or proceeding, not exceed the costs and
expenses (including attorney's fees) which would reasonably have been incurred
if such action, suit or proceeding had been litigated to a final conclusion.
<PAGE>
The foregoing rights and indemnifications shall be exclusive of any
other right to which the officer and director may be entitled according to law.
SEVENTH: The following provisions are hereby adopted for the purpose
of defining and regulating the powers of the corporation and of the Directors
and stockholders.
SECTION ONE (1)
ISSUE OF THE CORPORATION'S SHARES
1.01 General. The Board of Directors may from time to time issue and
sell or cause to be issued and sold any of the Corporation's authorized shares,
including any additional shares hereafter authorized and any shares redeemed or
repurchased by the Corporation, except that only shares previously contracted to
be sold may be issued during any period when the determination of net asset
value is suspended pursuant to the provisions of Section 3 thereof. All such
authorized shares, when issued in accordance with the terms of this Section 1,
shall be fully paid and non-assessable.
1.02 Price. No shares of the Corporation shall be issued or sold by
the Corporation, except as a stock dividend distributed to shareholders, for
less than an amount which would result in proceeds to the Corporation, before
taxes payable to the corporation in connection with such transaction, of at
least the net asset value per share determined as set forth in Section 3 thereof
as of such time as the Board of Directors shall have by resolution
<PAGE>
theretofore prescribed but not earlier than the close of business on the
business day (which term, as used herein shall mean a day on which the New York
Stock Exchange is open all or part of the day for unrestricted trading) next
preceding the date of receipt of an unconditional purchase order for such
shares. In the absence of a resolution of the Board of Directors applicable to
the transaction, such net asset value shall be that next determined after
receipt of such purchase order. For this purpose, the time of receipt of such an
unconditional order shall be the time it is first received by the principal
underwriter or by the custodian or depository of the Corporation's assets or by
another agent of the Corporation designated for the purpose.
1.03 On Merger or Consolidation. In connection with the acquisition
of all or substantially all the assets or stock of another investment company or
investment trust, the Board of Directors may issue or cause to be issued shares
of the Corporation and accept in payment therefor, in lieu of cash, such assets
at their market value, or such stock at the value of the assets held by such
investment company or investment trust as determined by the Board of Directors
pursuant to the provisions of Section 3.04(b)(2)(iii) of this Article SEVENTH,
either with or without adjustment for contingent costs or liabilities, provided
that the funds of the Corporation are permitted by law to be invested in such
assets or stock.
1.04 Fractional Shares. The Board of Directors may issue and sell
fractions of shares having pro rata all the rights
<PAGE>
of full shares, including, without limitation, the right to vote and to receive
dividends.
SECTION TWO (2)
REDEMPTION AND REPURCHASE
OF THE CORPORATION'S SHARES.
2.01 Redemption of Shares. The Corporation shall redeem its shares,
subject to the conditions and at the price determined as hereinafter set forth,
upon proper application of the record holder thereof at such office or agency as
may be designated from time to time for that purpose by the Board of Directors.
Any such application must be accompanied by the certificate or certificates, if
any, evidencing such shares, duly endorsed or accompanied by a proper instrument
of transfer. The Board of Directors shall have power to determine from time to
time the form and the other accompanying documents which shall be necessary to
constitute a proper application for redemption.
2.02 Price. Such shares shall be redeemed at their net asset value
determined as set forth in Section 1 hereof as of such time as the Board of
Directors shall have theretofore prescribed by resolution, which time shall not
be later than the close of business on the next business day succeeding, and not
earlier than the close of business on the next business day preceding, the date
on which proper application is made for redemption. In the absence of such
resolution, the redemption price of shares deposited shall be the
<PAGE>
net asset value of such shares next determined as set forth in Section Three (3)
hereof after receipt of such applications.
2.03 Payment. Payment for such shares shall be made to the
shareholder of record within 7 days after the date upon which proper application
is received, subject to the provisions of Section 2.04 hereof. Such payment
shall be made in cash or other assets of the Corporation or both, as the Board
of Directors shall prescribe. For the purposes of such payment for shares
redeemed, the value of assets delivered shall be determined as set forth in
Section Three (3) hereof as of the same time as of which the per share net asset
value of such shares is determined.
2.04 Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 3.03 hereof, the Board of Directors shall declare a
suspension of the determination of net asset value, the rights of shareholders
(including those who shall have applied for redemption pursuant to Section 2.01
hereof but who shall not yet have received payment) to have shares redeemed and
paid for by the Corporation shall be suspended until the termination of such
suspension is declared. Any record holder whose redemption right is so suspended
may, during the period of such suspension, by appropriate written notice of
revocation to the office or agency where application was made, revoke his
application and withdraw any share certificates which accompanied such
application. The redemption price of shares for which redemption applications
have not been revoked shall be the net asset value of such shares next
determined
<PAGE>
as set forth in Section Three (3) after the termination of such suspension, and
payment shall be made within 7 days after the date upon which the application
was made plus the period after such application during which the determination
of net asset value was suspended.
2.05 Repurchased by Agreement. The Corporation may repurchase shares
of the Corporation directly, or through its principal underwriter or other agent
designated for the purpose, by agreement with the owner thereof at a price not
exceeding the net asset value per share determined as of the time when the
purchase or contract of purchase is made or the net asset value as of any time
which may be later determined pursuant to Section Three (3) hereof provided
payment is not made for the shares prior to the time as of which such net asset
value is determined.
2.06 Corporation's Option to Redeem Shares.
(a) The Corporation shall have the right at any time and
without prior notice to the shareholder to redeem all shares in any account for
their then-current net asset value per share if all shares in the account have
an aggregate net asset value of less than $500.00, or such lesser amount as the
Board of Directors may from time to time determine.
(b) The Corporation shall have the right at any time and
without prior notice to the shareholder to redeem shares in any account for
their then-current net asset value per share if and to the extent it shall be
necessary to reimburse the Corporation for
<PAGE>
any loss sustained by the Corporation by reason of the failure of the
shareholder in whose name such account is registered to make full payment for
shares of the Corporation purchased by such shareholder.
(c) The right of redemption provided by each of the foregoing
subsections of this Section 2.06 shall be subject to such terms and conditions
as the Board of Directors may from time to time approve, and subject to the
Corporation's giving general notice of its intention to avail itself of such
right, either by publication in the Corporation's prospectus or by such means as
the Board of Directors shall determine.
SECTION THREE (3)
NET ASSET VALUE OF SHARES
3.01 By Whom Determined. The Board of Directors shall have the power
and duty to determine from time to time the net asset value per share of the
outstanding shares of the Corporation. It may delegate such power and duty to
one or more of the directors and officers of the Corporation, to the custodian
or depository of the Corporation's assets, or to another agent of the
Corporation appointed for such purpose. Any determination made pursuant to this
Section by the Board of Directors or its delegate shall be binding on all
parties concerned.
3.02 When Determined. The net asset value shall be determined at
such times as the Board of Directors shall prescribe
<PAGE>
by resolution, provided that such net asset value shall be determined at least
once each week as of the close of business on a business day. In the absence of
a resolution of the Board of Directors, the net asset value shall be determined
as of the close of trading on the New York Stock Exchange on each business day.
3.03 Suspension of Determination of Net Asset Value. The Board of
Directors may declare a suspension of the determination of net asset value for
the whole or any part of any period (a) during which the New York Stock Exchange
is closed other than customary weekend and holiday closings (b) during which
trading on the New York Stock Exchange is restricted, (c) during which an
emergency exists as a result of which disposal by the Corporation of securities
owned by it is not reasonably practicable or it is not reasonably practicable
for the Corporation fairly to determine the value of its net assets or (d)
during which a governmental body having jurisdiction over the Corporation may by
order permit for the protection of the security holders of the Corporation. Such
suspension shall take effect at such time as the Board of Directors shall
specify, which shall not be later than the close of business on the business day
next following the declaration, and thereafter there shall be no determination
of net asset value until the Board of Directors shall declare the suspension at
an end, except that the suspension shall terminate in any event on the first day
on which (1) the condition giving rise to the suspension shall have ceased to
exist and
<PAGE>
(2) no other condition exists under which suspension is authorized under this
Section 3.03. Each declaration by the Board of Directors pursuant to this
Section 3.03 shall be consistent with such official rules and regulations, if
any, relating to the subject matter thereof as shall have been promulgated by
the Securities and Exchange Commission or any other governmental body having
jurisdiction over the Corporation and as shall be in effect at the time. To the
extent not inconsistent with such official rules and regulations, the
determination of the Board of Directors shall be conclusive.
3.04 Computation of Per Share Net Asset Value.
(a) Net Asset Value Per Share. The net asset value of each
share as of any particular time shall be the quotient obtained by dividing the
value of the net assets of the Corporation by the total number of shares
outstanding.
(b) Value of Corporation's Net Assets. The value of the
Corporation's net assets as of any particular time shall be the value of the
Corporation's assets less its liabilities, determined and computed as follows:
(1) Corporation's Assets. The Corporation's assets shall
be deemed to include: (A) all cash on hand or on deposit, including any interest
accrued thereon, (B) all bills and demand notes and accounts receivable, (C) all
securities owned or contracted for by the Corporation, (D) all stock and cash
<PAGE>
dividends and cash distributions payable to but not yet received by the
Corporation (when the valuation of the underlying security is being determined
ex-dividend), (E) all interest accrued on any interest-bearing securities owned
by the Corporation (except accrued interest included in the valuation of the
underlying security), (F) all repurchase agreements, and (G) all other property
of every kind and nature, including prepaid expenses.
(2) Valuation of Assets. The value of such assets is to
be determined as follows:
(i) Cash and Prepaid Expenses. The value of any
cash on hand and of any prepaid expenses shall be deemed to be their full
amount.
(ii) Other Current Assets. The value of any cash
on deposit, bills, demand notes, accounts receivable, and cash dividends and
interest declared or accrued as aforesaid and not yet received shall be deemed
to be the full amount thereof, unless the Board of Directors shall determine
that any such item is not worth its full amount. In such case, the value of the
item shall be deemed to be its reasonable value, as determined by the Board of
Directors.
(iii) Securities. Securities for which
representative market quotations are readily available are valued at the most
recent bid price or yield equivalent as quoted by one or more dealers who make
markets in such securities. Other securities are appraised at values deemed best
to reflect their fair
<PAGE>
value as determined in good faith by or under the supervision of officers of the
Fund specifically authorized by the Board of Directors.
(3) The Corporation's Liabilities. The Corporation's
liabilities shall not be deemed to include outstanding shares and surplus. They
shall be deemed to include: (A) all bills and accounts payable, (B) all
administrative expenses accrued, (C) all contractual obligations for the payment
of money or property, including the amount of any declared but unpaid dividends
upon the Corporation's shares, (D) all reserves authorized or approved by the
Board of Directors for taxes or contingencies and (E) all other liabilities of
whatsoever kind and nature except any liabilities represented by the
Corporation's outstanding shares and surplus.
3.05 Interim Determinations. Any determination of net asset value
other than as of the close of trading on the New York Stock Exchange may be made
either by appraisal or by calculation or estimate. Any such calculation or
estimate shall be based on changes in the market value of representative or
selected securities or on changes in recognized market averages since the last
closing appraisal and made in a manner which in the opinion of the Board of
Directors or its delegate will fairly reflect the changes in the net asset
value.
3.06 Miscellaneous. For the purposes of the Section Three (3):
<PAGE>
(a) Shares of the Corporation sold shall be deemed to be
outstanding as of the time: an unconditional purchase order therefor has been
received by the Corporation (directly or through one of its agents) or by one of
its underwriters and the sale price in currency has been determined, when the
sale is reported to the Corporation or to its agent for determining net asset
value, and the sale price thereof paid to the corporation (less commission if
any, and less any stamp or other tax payable by the Corporation in connection
with the issue and sale thereof). Such payment shall be thereupon deemed to be
an asset of the corporation.
(b) Shares of the Corporation for which an application for
redemption has been made or which are subject to repurchase by the Corporation
shall be deemed to be outstanding up to and including the time as of which the
redemption or repurchase price is determined. After such time, they shall be
deemed to be no longer outstanding and the price until paid shall be deemed to
be a liability of the Corporation.
(c) Funds on deposit and contractual obligations payable to
the Corporation in foreign currency and liabilities and contractual obligations
payable by the Corporation in foreign currency shall be taken at the current
rate of exchange as nearly as practicable at the time as of which the net asset
value is computed.
<PAGE>
SECTION FOUR (4)
COMPLIANCE WITH INVESTMENT COMPANY ACT OF 1940
Notwithstanding any of the foregoing provisions of this Article
SEVENTH, the Board of Directors may prescribe, in its absolute discretion, such
other basis and times for determining the per share net asset value of the
Corporation's shares as it shall deem necessary or desirable to enable the
Corporation to comply with any provision of the Investment Company Act of 1940,
or any rule or regulation thereunder, including any rule or regulation adopted
pursuant to Section 22 of the Investment Company Act of 1940 by the Securities
and Exchange Commission or any securities association registered under the
Securities Act of 1934, all as in effect now or as hereafter amended or added.
SECTION FIVE (5)
MISCELLANEOUS
5.01 Inspection of Corporation's Books. The Board of Directors shall
have power from time to time to determine whether and to what extent, and at
what times and places and under what conditions and regulations the accounts and
books of the Corporation (other than the stock ledger) or any of them be open to
the inspection of shareholders, and no shareholder shall have the right of
inspecting any account, book or document of the Corporation except as at the
time conferred by statute, unless authorized by a resolution by the majority of
the shareholders or by the Board of Directors.
<PAGE>
5.02 Determination of Net Profits, etc.: Dividends. The Board of
Directors is expressly authorized to determine in accordance with generally
accepted accounting principles and
practices what constitutes net profits, earnings, surplus or net assets in
excess of capital, and to determine what accounting periods shall be used by the
Corporation for any purpose, whether annual or any other period, including
daily; to set apart out of any funds of the Corporation such reserves for such
purposes as it shall determine and to abolish the same, to declare and pay
dividends and distributions in cash, securities or other property from surplus
or any funds legally available therefor, at such intervals (which may be as
frequently as daily) or on such other periodic basis, as it shall determine.
5.03 Contracts. The Board of Directors may in its discretion from
time to time authorize the Corporation to enter into an exclusive or
non-exclusive underwriting contract or contracts providing for the sale of the
shares of Capital Stock of the Corporation at prices computed in accordance with
Section 1.02 of Article SEVENTH hereof, whereby the Corporation may either agree
to sell the shares to the other party to the contract or appoint such other
party its sales agent for such shares (such other party being herein sometimes
called the "underwriter"), and in either case on such terms and conditions as
may be prescribed in the By-Laws, if any, and such further terms and conditions
as the Board of Directors may in its discretion determine not inconsistent
<PAGE>
with the provisions of Article SEVENTH hereof or of the By-Laws; and such
contract may also provide for the repurchase of shares of the Corporation by
such other party as agent of the Corporation.
The Board of Directors may in its discretion from time to time
authorize the Corporation to enter into an investment advisory or management
contract whereby the other party to such contract shall undertake to furnish to
the Corporation such management, investment advisory, statistical and research
facilities and services and such other facilities and services, if any, and all
upon such terms and conditions, as the Board of Directors may in its discretion
determine.
Any contract of the character described in the paragraphs
above or for services as custodian, transfer agent or disbursing agent or
related services may be entered into with any corporation, firm, trust or
association or any subsidiary or affiliate of such corporation, firm, trust or
association, although one or more of the directors or officers of the
Corporation may be an officer, director, trustee, shareholder or member of such
other party to the contract, and no such contract shall be invalidated or
rendered voidable by reason of the existence of any such relationship, nor shall
any person holding such relationship be liable merely by reason of such
relationship for any loss or expense to the Corporation under or by reason of
said contract or accountable for any profit realized directly or indirectly
therefrom, provided that the contract when entered into was reasonable and fair
and
<PAGE>
not inconsistent with the provisions of this Section 5.03. The same person
(including a firm, corporation, trust or association) may be the other party to
contracts entered into pursuant to the above paragraphs, and any individual may
be financially interested or otherwise affiliated with persons who are parties
to any or all of the contracts mentioned in this paragraph.
Any contract entered into pursuant to the first two paragraphs
of this Section 5.03 shall be consistent with and subject to the requirements of
the Investment Company Act of 1940 (including any amendment thereof or other
applicable Act of Congress hereafter enacted) with respect to its continuance in
effect, its termination and the method of authorization and approval of such
contract or renewal thereof.
EIGHTH: From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed (including any amendment which
changes the terms of any of the outstanding stock, classification,
reclassification or otherwise), upon the vote of the holders of a majority of
the shares of capital stock of the Corporation at the time outstanding and
entitled to vote, and other provisions which might under the statutes of the
State of Maryland at the time in force be lawfully contained in Articles of
Incorporation, may be added or inserted upon such a vote and all rights at any
time conferred upon the stockholders of the Corporation by these Articles of
Incorporation are granted subject to the provisions of this Article EIGHTH:
<PAGE>
The term "these Articles of Incorporation" as used herein and in the
By-Laws of the Corporation shall be deemed to mean these Articles of
Incorporation as from time to time amended and restated.
IN WITNESS WHEREOF, we have signed these Articles of Incorporation
on this 24th day of June, 1981.
/s/ SANDRA CAMILLO
---------------------------
Sandra Camillo
/s/ JOAN BRUNSON
---------------------------
Joan Brunson
/s/ RALPH GREGGS
---------------------------
Ralph Greggs
WITNESS:
/s/ MARYANN DeMODNA
- ---------------------------
Maryann DeModna
<PAGE>
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
This is to certify that on this 24th day of June, 1981, before me,
the subscriber, a Notary Public of the State of New York personally appeared
SANDRA CAMILLO, JOAN BRUNSON and RALPH GREGGS and severally acknowledged the
foregoing Articles of Incorporation to be their act.
Witness my hand and Notarial Seal the day and year last above
written.
/s/ RICHARD P. BOROVOY
--------------------------
Richard P. Borovoy
Notary Public
(SEAL)
<PAGE>
THE GUARDIAN CASH FUND, INC.
Articles of Revival
THIS IS TO CERTIFY:
FIRST: The name of the corporation at the time the charter was
forfeited was The Guardian Cash Fund, Inc.
SECOND: The name which the corporation will use after revival is The
Guardian Cash Fund, Inc.
THIRD: The name and address of the resident agent is The Corporation
Trust Incorporated whose post office address is First Maryland Building, 32
South Street, Baltimore, Maryland 21201. Said resident agent is a
corporation of the State of Maryland.
FOURTH: These Articles of Revival are for the purpose of reviving
the charter of the corporation.
FIFTH: At or prior to the filing of these Articles of Revival, the
corporation has:
(a) Paid all fees required by law;
(b) Filed all annual reports which should have been filed by the
corporation if its charter had not been forfeited;
(c) Paid all state and local taxes, except taxes on real estate, and
all interests and penalties due by the corporation or which would have become
due if the charter had not been forfeited whether or not barred by limitations.
- --------------------------------------------------------------------------------
STATE OF MARYLAND
I hereby certify that this is a true and complete copy of the 4 page document on
file in this office. DATED: August 28, 1987.
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
BY: /s/ Paula Cary McLean
- --------------------------------
This stamp replaces our previous certification system. Effective: 10/84
- --------------------------------------------------------------------------------
<PAGE>
The undersigned who were respectively the last acting president and
secretary of the corporation severally acknowledge the Articles to be their act.
/s/ HENRY B. SPENCER
-----------------------------
Henry B. Spencer
Last Acting President
/s/ HERBERT N. GROLNICK
-----------------------------
Herbert N. Grolnick
Last Acting Secretary
<PAGE>
AFFIDAVIT FOR REVIVAL OF CHARTER
I, THOMAS R. HICKEY, JR., Counsel of The Guardian Cash Fund, Inc.,
hereby declare that the previously mentioned corporation has paid all state and
local taxes except taxes on real estate, and all interest and penalties due by
the corporation or which would have become due if the charter had not been
forfeited whether or not barred by limitations.
/s/ THOMAS R. HICKEY, JR.
-----------------------------
Thomas R. Hickey, Jr.
Counsel to The Guardian
Cash Fund, Inc.
I hereby certify that on August 18, 1987 before me, the subscriber,
a notary public of the State of New York, in and for the County of New York,
personally appeared THOMAS R. HICKEY, JR., and made oath under the penalties of
perjury that the matters and facts set forth in this affidavit are true to the
best of his knowledge, information and belief.
As witness my hand and notarial seal
/s/ DEBORAH A. MONTICK
----------------------------
DEBORAH A. MONTICK
Notary Public, State of New York
No. 31-4899060
Qualified in New York County
My Commission expires 6/1/89.
The Guardian Cash Fund, Inc.
* * * * *
BY-LAWS
* * * * *
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. At the discretion of the Board of Directors and
in accordance with the laws of the State of Maryland, an annual meeting of
stockholders of the Corporation for the election of directors and for the
transaction of any other business which may properly be considered at such
meeting may be held in each year. The annual meeting, if any, shall be held no
less than 30 days and no more than 120 days after the close of the Corporation's
previous fiscal year at such hour and at such place within or without the State
of Maryland as may be fixed by the Board of Directors.
Section 2. Special or Extraordinary Meetings. Special or extraordinary
meetings of the stockholders for any purpose or purposes may be called by the
Chairman of the Board of Directors, if any, or by the President or by a majority
of
<PAGE>
the Board of Directors who are not interested persons, as that term is defined
in the Investment Company Act of 1940 (the "1940 Act") of the Corporation or of
the Corporation's investment advisor, and shall be called by the Secretary upon
receipt of the request in writing signed by stockholders holding not less than
one quarter in amount of the entire capital stock issued and outstanding and
entitled to vote thereat. Such request shall state the purpose or purposes of
the proposed meeting.
Section 3. Notice of Meetings of Stockholders. Not less than ten days and
not more than ninety days written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the general nature of the
business proposed to be transacted at any special or extraordinary meeting),
shall be given to each stockholder entitled to vote thereat by leaving the same
with him or at his residence or usual place of business or by mailing it,
postage prepaid, and addressed to him at his address as it appears upon the
books of the Corporation.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 4. Closing of Transfer Books; Record Dates. The Board of Directors
may fix the time, not exceeding twenty
<PAGE>
days preceding the date of any meeting of stockholders, and dividend payment
date or any date for the allotment of rights, during which the books of the
Corporation shall be closed against transfers of stock which may be affected by
such meeting or payment or allotment. If such books are closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of providing for the closing of the books
against transfers of stock as aforesaid, the Board of Directors may fix, in
advance, a date, not exceeding sixty days and not less than ten days preceding
the date of any meeting of stockholders, and not exceeding sixty days preceding
any dividend payment date or any date for the allotment of rights, as a record
date for the determination of the stockholders entitled to notice of and to vote
at such meeting, or entitled to receive such dividends or rights, as the case
may be; and only stockholders of record on such fixed date shall be entitled to
notice of and to vote at such meeting or to receive such dividends or rights, as
the case may be.
Section 5. Quorum, Adjournment of Meetings. The presence in person
or by proxy of the holders of record of a majority of the shares of the capital
stock of the Corporation issued and outstanding and entitled to vote thereat,
shall constitute a quorum at all meetings of the stockholders. If at any meeting
of the stockholders there shall be less than a
<PAGE>
quorum present, the stockholders present at such meeting may, without further
notice, adjourn the same from time to time until a quorum shall attend, but no
business shall be transacted at any such adjourned meeting except such as might
have been lawfully transacted had the meeting not been adjourned.
Section 6. Voting and Inspectors. At all meetings of stockholders every
stockholder of record entitled to vote thereat shall be entitled to one vote for
each share of stock standing in his name on the books of the Corporation (and
such stockholders of record holding fractional shares, if any, shall have
proportionate voting rights as provided in the Articles of Incorporation) on the
date for the determination of stockholders entitled to vote at such meeting
either in person or by proxy appointed by instrument in writing subscribed by
such stockholder or his duly authorized attorney. No proxy which is dated more
than three months before the meeting at which it is offered shall be accepted,
unless such proxy shall, on its face, provide a longer period for which its is
to remain in force.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided in the
Articles of Incorporation or in these By-Laws or by specific statutory
provision superseding the restrictions and limitations contained in the Articles
of Incorporation or in these By-Laws.
<PAGE>
At any election of Directors, the Board of Directors prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the stock entitled to vote at
such election shall, appoint two inspectors to election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed such
Inspector.
The Chairman of the Meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten percent (10%) of the stock entitled to vote on such election or
matter.
Section 7. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board of Directors,
if any, or if he shall not be present by the President or if he shall not be
present, by a Vice-President, or if neither Chairman of the Board of Directors,
the President nor any Vice-President is present, by a chairman to be elected at
the meeting. The Secretary of the Corporation, if present, shall act as
Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor an Assistant Secretary is present,
then the meeting shall elect its secretary.
<PAGE>
Section 8. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the stockholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the secretary of the meeting, who
shall decide all questions touching the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed as provided in Section 6, in which event such
inspectors of election shall decide all such questions.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Tenure of Office. The business and property of
the Corporation shall be conducted and managed by a Board of Directors
consisting of seven Directors, which number may be increased or decreased as
provided in Section 3 of this Article. Each director shall hold office until the
annual meeting of stockholders of the Corporation next succeeding his election
or until his successor is duly elected and qualifies. Directors need not be
stockholders.
Section 2. Chairman of the Board. The Chairman of the Board, if there be
one, shall preside at all meetings of stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him by the Board of Directors.
<PAGE>
Section 3. Increase or Decrease in Number of Directors. The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of directors to a number not exceeding fifteen, and may elect Directors
to fill the vacancies created by any such increase in the number of Directors
until the next annual meeting or until their successors are duly elected and
qualify; The Board of Directors, by the vote of a majority of the entire Board,
may likewise decrease the number of Directors to a number not less than three.
Vacancies occurring other than by reason of any such increase shall be filled as
provided by the Maryland General Corporation Law.
Section 4. Place of Meeting. The Directors may hold their meetings, have
one or more offices, and keep the books of the Corporation outside the State of
Maryland, at any office or offices of the Corporation or at any other place as
they may from time to time by resolution determine, or, in the case of meetings,
as they may from time to time by resolution determine or as shall be specified
or fixed in the respective notices or waivers of notice thereof.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and on such notice, if any, as the Directors may from
time to time determine.
The annual meeting of the Board of Directors shall be held no less than 30
days and no more than 120 days after the close of the Corporation's previous
fiscal year.
<PAGE>
Section 6. Special Meetings. Special meetings of the Board of Directors
may be held from time to time upon call of the Chairman of the Board of
Directors, if any, the President or two or more of the Directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each Director
not less than one day before such meeting. No notice need be given to any
Director who attends in person or to any Director who, in writing executed and
filed with the records of the meeting either before or after the holding
thereof, waives such notice. Such notice or waiver of notice need not state the
purpose or purposes of such meeting.
Section 7. Quorum. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.
The act of the majority of the Directors present at any meeting at which there
is a quorum shall be the act of the Directors, except as may be otherwise
specifically provided by statute, by the Articles of Incorporation or by these
By-Laws.
Section 8. Executive Committee. The Board of Directors may, by the
affirmative vote of a majority of the entire Board, elect from the Directors an
Executive Committee to consist of such number of Directors as the Board may from
time
<PAGE>
to time determine. The Board of Directors by such affirmative vote shall have
the power at any time to change the members of such Committee and may fill
vacancies in the Committee by election from the Directors. When the Board of
Directors is not in session, the Executive Committee shall have and may exercise
any or all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation (including the power to authorize the
seal of the Corporation to be affixed to all papers which may require it) except
as provided by law and except the power to increase or decrease the size of, or
fill vacancies on the Board. The Executive Committee may fix its own rules of
procedure, and may meet, when and as provided by such rules or by resolution of
the Board of Directors, but in every case the presence of a majority shall be
necessary to constitute a quorum. In the absence of any member of the Executive
Committee the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.
Section 9. Audit Committee. That there shall be an audit committee of
three "non-interested" directors whose primary concern shall be laison with the
company's public accountants. They shall also perform such other audit matters
as they deem necessary.
Section 10. Other Committees. The Board of Directors, by the affirmative
vote of a majority of the entire
<PAGE>
Board; may appoint other committees which shall in each case consist of such
number of members (not less than two) and shall have and may exercise such
powers as the Board may determine in the resolution appointing them. A majority
of all members of any such committee may determine its action, and fix the time
and place of its meetings, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power at any time to change the
members and powers of any such committee, to fill vacancies, and to discharge
any such committee.
Section 11. Informaal Action by Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting, if a written consent to
such action is signed by a majority of the Board, or of such committee, as the
case may be.
Section 12. Compensation of Directors. No Directors shall receive any
stated salary or fees from the Corporation for his services and such Director if
such Director is, otherwise then by reason of being such Director, employed by
the Corporation or any manager/investment adviser of the Corporation. Except as
provided in the preceding sentence, Directors shall be entitled to receive such
compensation from the Corporation for their services as may from time to time be
voted by the Board of Directors.
Section 13. Contracts and Transactions Involving Directors. No contract or
transaction between the Corporation
<PAGE>
and one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization in which one
or more of its directors or officers, are directors or officers or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if: (1) the
material facts as to his interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee and the Board
or committee in good faith authorizes the contract or transaction by a vote
sufficient for such purpose without counting the vote of the interested director
or directors; or (2) the material facts as to his interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of shareholders; or (3) the contract or transaction is fair
as to the Corporation as of the time it is authorized, approved or ratified, by
the Board of Directors, a committee thereof, or the shareholders. Interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.
<PAGE>
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Corporation
shall be chosen by the Board of Directors as soon as may be practicable after
the annual meeting of the stockholders. These may include a Chairman of the
Board of Directors, and shall include a President, one or more Vice-Presidents
(the number thereof to be determined by the Board of Directors), a Secretary and
a Treasurer. The Chairman of the Board of Directors, if any, shall be selected
from among the Directors. The Board of Directors may also in its discretion
appoint Assistant Secretaries, Assistant Treasurers, and other officers, agents
and employees, who shall have such authority and perform such duties as the
Board or the Executive Committee or the President may determine or if not
expressed, then such duties as are customary to the office. The Board of
Directors may fill any vacancy which may occur in any office.
Any two officers, except those of President and Vice-President, may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law or
these By-Laws to be executed, acknowledged or verified by two or more officers.
In the absence of the Chairman of the Board (or if there be none), the President
shall preside at all meetings of the stockholders and of the Board of Directors.
<PAGE>
Section 2. Term of Office. The term of office of all officers shall be one
year and until their respective successors are chosen and qualify, subject,
however, to any provisions for removal contained in the Articles of
Incorporation. Any officer may be removed from office at any time with or
without cause by the vote of a majority of the entire Board of Directors.
Section 3. Powers and Duties. The officers of the Corporation shall have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may from time to time be conferred by the Board of
Directors or the Executive Committee or the President.
Section 4. Bond. The Corporation may secure the fidelity of any or all of
its officers, agents, or employees by bond.
ARTICLE IV
CAPITAL STOCK
Section 1. Certificates of Shares. Each stockholder of the Corporation
shall be entitled to a certificate or certificates for the full shares of stock
of the Corporation owned by them in such form as the Board of Directors may from
time to time prescribe.
Section 2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney
<PAGE>
or legal representative, upon surrender and cancelling of certificates, if any,
for the same number of shares, duly endorsed or accompanied by proper
instruments of assignment and transfer, with such proof of the authenticity of
the signature of the Corporation or its agents may reasonably require. In the
case of shares not represented by certificates, the same or similar requirements
may be imposed by the Board of Directors.
Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing
the name and address of the stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Corporation or, if
the Corporation employs a transfer agent, at the offices of the transfer agent
of the Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
may determine the conditions upon which a new certificate of stock of the
Corporation of any class may be issued in place of a certificate which is
alleged to have been lost, stolen or destroyed; and may at their discretion,
require the owner of such certificate or his legal representative to give bond,
with sufficient surety to the Corporation and the transfer agent, if any, to
indemnify it and such transfer agent against any and all loss or claims which
may arise by reason of the issue of a new certificate in the place of the one so
lost, stolen or destroyed.
<PAGE>
ARTICLE V
CORPORATE SEAL
The Board of Directors shall provide a suitable corporate seal, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
Unless otherwise determined by the Board of Directors, the fiscal year of
the Corporation shall end on the 31st day of December in each year.
ARTICLE VII
EXECUTION OF INSTRUMENTS
Section 1. Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances,
bills of exchange and other orders or obligations for the payment of money shall
be signed by such officer or officers or person or persons as the Board of
Directors by resolution shall from time to time designate.
Section 2. Sale or transfer of Securities. Stock certificates, bonds or
other securities at any time owned by the Corporation may be held on behalf of
the Corporation or sold, pledged, hypothecated, transferred or otherwise
disposed of pursuant to authorization by the Board and when so authorized to be
held on behalf of the Corporation or sold, pledged, hypothecated, transferred or
otherwise disposed of, may be transferred from the name of the Corporation by
the
<PAGE>
signature of the President or a Vice-President or the Treasurer or such other
officer as may be designated by the Board.
ARTICLE VIII
BLUE SKY PROVISIONS
Section 1. Long and Short Positions. The Investment Adviser and the
Distributors of the Corporation, the officers, directors or partners of the
Investment Adviser and Distributors, and the officers and directors of the
Corporation shall not take long or short positions in the securities issued by
the Corporation, provided, however, that:
(a) A Distributor may purchase from the Corporation securities issued by
the Corporation, provided that orders to purchase from the Corporation are
entered with the Corporation by the Distributor upon receipt by the Distributor
of purchase orders for the securities of the Corporation and provided such
purchases are not in excess of purchase orders received by the Distributor.
(b) Sales of the Corporation's securities at not less than the applicable
net asset value, upon written assurance of the purchaser that the purchase is
for investment purposes and the shares purchased may not be resold except
through redemption by the Corporation, may be made to the following:
1. The separate accounts of The Guardian Insurance & Annuity Company, Inc.
which are registered as unit investment trusts under the Investment Company Act
of 1940, as amended.
<PAGE>
2. The Officers, Directors, and bona fide full-time employees and sales
representatives who have acted as such for not less than 90 days, of:
(a) The Corporation
(b) The Investment Adviser or Distributor, if more than one-half
of such person's working time involves (1) selling or offering for sale shares
of the Corporation or shares of other investment companies having the same
distributor, (2) supervising sales representatives entitled to purchase shares
at net asset value or (3) acting in a position necessary for the persons in (1)
and (2) to carry out such functions.
3. Any trust, pension, profit sharing or other benefit plan for the
persons described in item #2.
ARTICLE IX
MISCELLANEOUS
Section 1. Indemnification. Each director and officer (and his heirs,
executors and administrators ) are indemnified by the Corporation to the extent
set forth in the Articles of Incorporation.
Section 2. Advisory Contract. Any advisory or management contract to which
the Corporation shall be a party shall not be amended, without the affirmative
vote or the written consent of the holders of a majority (as defined in the
Investment Company Act of 1940, of all the shares of the
<PAGE>
capital stock of the Corporation at the time outstanding and entitled to vote.
Section 3. Custodianship. All cash and securities owned by the Corporation
shall be held by a bank or trust company of good standing, having a capital,
surplus and undivided profits aggregating not less than Two Million Dollars
($2,000,000.00); provided such a bank or trust company can be found ready and
willing to act. Upon resignation or inability to serve of any such bank or trust
company the Corporation shall (i) use its best efforts to obtain a qualified
successor, (ii) require the cash and securities of the Corporation held by such
bank or trust company to be delivered directly to the successor, and (iii) in
the event that no qualified successor can be found, submit to the holders of the
shares of the capital stock of the Corporation at the time outstanding and
entitled to vote, before permitting delivery of such cash and securities to
anyone other than a qualified successor, the question whether the Corporation
shall be dissolved and liquidated or shall function without a qualified bank or
trust company to hold such cash and securities. Upon such resignation or
inability to serve, such bank or trust company may deliver any assets of the
Corporation held by it to a qualified bank or trust company selected by it, such
assets to be held subject to the terms of the agreement which governed such
retiring bank or trust company, pending action by the Corporation as set forth
in this Section 3. Nothing herein contained,
<PAGE>
however, shall prevent the termination of any agreement between the Corporation
and any such bank or trust company by the Corporation at the discretion of the
Board of Directors, and any such agreement shall be terminated upon the
affirmative vote of the holders of a majority of all the shares of the capital
stock of the Corporation at the time outstanding and entitled to vote.
ARTICLE X
AMENDMENT OF BY-LAWS
Except as set forth below, the By-Laws of the Corporation may be altered,
amended, added to or repealed by a majority vote of the stockholders or by
majority vote of the entire Board of Directors; but any such alteration,
amendment, addition or repeal of the By-Laws by action of the Board of
Directors may be altered or repealed by the stockholders. Sections 2 and 3 of
Article IX may be altered, amended or repealed only by the stockholders.
MANAGER AND INVESTMENT ADVISOR CONTRACT
AGREEMENT made as of the 10th day of November, 1981 between THE GUARDIAN CASH
FUND, INC., a Maryland corporation (hereinafter called "the Fund") of the first
part, and GLICOA ASSOCIATES, INC., a New York corporation (hereinafter called
"the Company") of the second part,
WITNESSETH:
WHEREAS, the Fund desires to have the Company act as its Manager and Investment
Advisor and provide it with investment research, advice, supervision and
management; and
WHEREAS, the Company is willing to undertake the same upon the terms and
conditions set forth,
NOW, THEREFORE, it is hereby agreed by and between the parties hereto as
follows:
1. Duties of Manager and Investment Advisor. The Company shall provide the Fund
with such investment research, data, advice and supervision as the latter may,
from time to time, consider necessary for the proper supervision of its funds.
The Company shall act as Manager and Investment Advisor of the Fund, and, as
such, shall furnish continuously an investment program and regularly furnish to
the Board of Directors of the Fund recommendations with respect to an investment
program for approval, modification or rejection by the Board, take such steps to
implement the investment program approved by the Board by purchase and sale of
securities including the placing of orders for such purchase and sale, and
regularly report to the Board with respect to implementation of the approved
investment program and the Advisor's activities in connection with the
administration of the Fund, subject always to the provisions of the Investment
Company Act of 1940 and all other applicable laws, to the provisions of the
Fund's Articles of Incorporation and By-Laws, to the Fund's fundamental
investment policies as in effect from time to time, and to control and review by
the Fund's Board of Directors. The Company shall take, on behalf of the Fund,
all actions which it deems necessary to carry into effect the investment
policies determined as provided above, and to that end the Company may
designate a person or persons who are to be authorized by the Fund as the
representative or representatives of the Fund, to give instructions to the
Custodian of the assets of the Fund as to deliveries of securities and payments
of cash for the account of the Fund.
2. Allocation of Charges and Expenses; Brokerage. The Company shall furnish at
its own expense all administrative services, office space, equipment and
administrative, bookkeeping and clerical personnel necessary for managing the
affairs of the Fund. The Company shall also provide persons satisfactory to the
Fund's Board of Directors to act as officers and employees of the Fund and the
expenses of the directors of the Fund who are affiliated with The Guardian Life
Insurance Company of America or its subsidiaries. In addition, the Company shall
pay all fees and expenses in connection with the registration of the Fund and/or
its shares under the securities or "Blue Sky" laws of the States and all costs
of printing prospectuses of the Fund (except those used for distribution to
shareholders of the Fund). All other costs and expenses not expressly assumed by
the Company under this Contract, shall be paid by the Fund, including (i)
interest and taxes; (ii) brokerage commissions and other costs in connection
with the purchase or sale of securities; (iii) insurance premiums for fidelity
and other coverage requisite to its operations; (iv) compensation and expenses
of its directors other than those affiliated with the Company; (v) legal and
audit expenses; (vi) custodian and shareholder servicing agent fees and
expenses; (vii) expenses incident to the redemption of its shares; (viii)
expenses incident to the issuance of its shares against payment therefor by or
on behalf of the subscribers thereto, including printing of stock certificates;
(ix) fees and expenses incident to the registration under the Securities Act of
1933 of shares of the
<PAGE>
Fund for public sale (other than the costs of printing prospectuses), and fees
imposed on the Fund under the Investment Company Act of 1940; (x) expenses of
printing and mailing shareholders' reports; (xi) all expenses incidental to
holding meetings of the Fund's shareholders; and (xii) such non-recurring
expenses as may arise, including actions, suits or proceedings to which the Fund
is a party and the legal obligation which the Fund may have to indemnify its
officers and directors with respect thereto.
In selecting dealers through whom to effect transactions, the Advisor considers
a number of factors including the value, quality, efficiency of execution and
research, statistical, quotation and valuation services provided. Research
services by dealers include advice, either directly or through publications or
writings, as to the value of securities the advisability of purchasing or
selling securities, the availability of securities or purchasers or sellers of
securities; and analyses and reports concerning issuers, industries, securities,
economic factors and trends and portfolio strategy. In making such
determination, the Advisor may use a dealer whose spread in effecting a
securities transaction is in excess of that of some other dealer if the Advisor
determines in good faith that the amount of such spread is reasonable in
relation to the value of the research and related services provided by such
dealer.
It is understood that, consistent with the Company's fiduciary duty to the Fund,
it is the intent of this Contract to allow the Company the widest discretion
permitted by law in determining the manner and means by which portfolio
securities transactions can be effected in the best interest of the Fund.
3. Compensation of Manager and Investment Advisor. (a) For the services to be
rendered, and for the facilities to be furnished, as provided in Articles 1 and
2 above, the Fund shall pay to the Company a fee payable monthly at the end of
each calendar month and computed at the annual rate of 4/10 of 1% of the average
value of the Fund's net assets during the fiscal year. For this purpose the
value of the Fund's net assets shall be computed in the manner specified in its
Articles of Incorporation for the computation of the value of such net assets in
connection with the determination of the net asset value of its shares. (b) To
the extent that the aggregate expenses of every character incurred by the Fund
in any fiscal year, including, but not limited to, fees of the Company computed
as hereinabove set forth, but excluding interest, taxes and extraordinary
expenses borne by the Fund, shall exceed the limits prescribed by any State in
which shares are qualified for sale, the fee, as determined above, shall be
reduced, but not below zero, by the amount of such expense excess. The Company
shall remit payment to the Fund not later than the last day of the first month
of the next succeeding fiscal year, in an amount equal to the amount of such
excess.
4. Covenants of Manager and Investment Advisor. The Company agrees that it will
not deal with itself, or with the Fund, as principal in making purchases or
sales of securities or other property for the account of the Fund, and will not
take a short position in the shares of the Fund.
5. Duration and Termination of Contract. This Contract shall go into effect on
the effective date of the Fund's Registration Statement under the Securities Act
of 1933 and will remain in effect until the first meeting of shareholders (but
in any event not more than two years from such effective date) and will continue
in effect from year to year thereafter only so long as such continuance is
specifically approved at least annually in accordance with the Investment
Company Act of 1940.
This Contract may, on sixty days' written notice to the other party, be
terminated at any time, without the payment of any penalty, --
(a) by the Fund, acting pursuant to a direction given by a majority of the
Board of Directors of the Fund, or by the vote of the holders of a
majority (as defined in the Investment Company Act of 1940) of the
outstanding shares of the Fund; or
(b) by the Company.
<PAGE>
This Contract shall automatically terminate in the event of its assignment, the
expression "assignment" for this purpose having the meaning defined in the
Investment Company Act of 1940. It is provided however that upon any termination
of this agreement before the end of any quarter such compensation for the period
from the end of the last quarter, ending prior to the date of termination shall
be pro-rated according to the proportion which such period bears to a full
quarter year and shall be payable upon the date of termination.
6. Amendment of Contract. This agreement may be amended by mutual consent but
the consent of the Fund must be approved by vote of a majority of the
outstanding voting securities of the Fund.
7. Nothing here contained shall limit the freedom of the Company or any
affiliated person of the Company to render investment advisory and corporate
administrative services to other investment companies, to act as investment
advisor or investment counselor to other persons, firms or corporations, and to
engage in other business activities.
8. The Company shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to which
this Contract relates, except for loss resulting from willful misfeasance, bad
faith or gross negligence of the Company in the performance of its duties or
from reckless disregard by the Company of its obligations and duties under this
Contract.
9. Any notice under this agreement shall be in writing addressed and delivered
or mailed postage paid to the other party at such address as such other party
may designate for the receipt of such notice. Until further notice to the other
party it is agreed that the address of the Fund and the Company shall be 201
Park Avenue South, New York, New York 10003.
IN WITNESS THEREOF, THE GUARDIAN BOND FUND, INC., has caused these presents to
be executed and delivered in its name and behalf by an officer thereunto duly
authorized, and GLICOA ASSOCIATES, INC. has caused these presents
to be executed and delivered in its name and behalf by an officer thereunto duly
authorized as of the date first above written.
WITNESS: THE GUARDIAN CASH FUND, INC.
/s/ LAWRENCE KANTOR BY /s/ JAMES B. PIRTLE
- --------------------------------- -----------------------------------
President
WITNESS: GLICOA ASSOCIATES, INC.
/s/ LAWRENCE KANTOR BY /s/ JOHN M. SMITH
- --------------------------------- -----------------------------------
President
<PAGE>
AMENDMENT NO. 1
Dated as of March 14, 1985
to the
Manager and Investment Advisor Contract
between
THE GUARDIAN CASH FUND, INC.
and
GLICOA ASSOCIATES, INC.
(Predecessor in interest to Guardian Investor Services Corporation)
Dated as of November 10, 1981
* * * * *
Guardian Investor Services Corporation ("Company"), the successor in interest to
GLICOA Associates, Inc., and The Guardian Cash Fund, Inc. ("Fund"), hereby
mutually agree to amend that certain Manager and Investment Advisor Contract
("Agreement"), dated as of November 10, 1981, between GLICOA Associates, Inc.
and the Fund, in the manner herein set forth:
1. The name "GLICOA ASSOCIATES, INC." is deleted and the name
"GUARDIAN INVESTOR SERVICES CORPORATION" is substituted
therefor, as party of the second part, with the same force and
effect as if such name had appeared in the Agreement as
originally executed.
2. Article 3, subsection (a) of the Agreement is deleted, and new
subsection (a) is substituted therefor, in the form set forth
immediately hereunder, with the same force and effect as if
such subsection had appeared in the Agreement as originally
executed:
"(a) For the services to be rendered, and for the facilities
to be furnished, as provided in Articles 1 and 2 above, the
Fund shall pay to the Company a fee payable monthly at the end
of each calendar month and computed at the annual rate of 1/2
of 1% of the average value of the Fund's net assets during the
fiscal year. For this purpose the value of the Fund's net
assets shall be computed in the manner specified in its
Articles of Incorporation for the computation of the value of
such net assets in connection with the determination of the
net asset value of its shares."
<PAGE>
Except to the extent specifically provided herein, the Agreement shall remain in
full force and effect in accordance with its terms. This amendment shall become
effective as of the date hereof.
THE GUARDIAN CASH FUND, INC.
Attest: By /s/ Henry B. Spencer
--------------------------
Henry B. Spencer, President
/s/ Larry Cohen
- ----------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
Attest: By /s/ John M. Smith
---------------------------
John M. Smith, President
/s/ Larry Cohen
- ----------------------------
-2-
CUSTODIAN CONTRACT
Between
THE GUARDIAN CASH FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
Page
----
1. Employment of Custodian and Property to be
Held By It ............................................................ 1
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian ..................................... 2
2.1 Holding Securities ............................................... 2
2.2 Delivery of Securities ........................................... 2
2.3 Registration of Securities ....................................... 6
2.4 Bank Accounts .................................................... 6
2.5 Payments for Shares .............................................. 7
2.6 Investment and Availability of Federal Funds ..................... 7
2.7 Collection of Income ............................................. 8
2.8 Payment of Fund Moneys ........................................... 8
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased .................................. 11
2.10 Payments for Repurchases or Redemptions
of Shares of the Fund ............................................ 12
2.11 Appointment of Agents ............................................ 12
2.12 Deposit of Fund Assets in Securities System ...................... 13
2.13 Ownership Certificates for Tax Purposes .......................... 16
2.14 Proxies .......................................................... 16
2.15 Communications Relating to Fund
Portfolio Securities ............................................. 16
2.16 Proper Instructions .............................................. 17
2.17 Actions Permitted Without Express Authority ...................... 18
2.18 Evidence of Authority ............................................ 19
3. Duties of Custodian With Respect to the Books
of Account and Calculation of Net Asset Value
and Net Income ........................................................ 19
4. Records ............................................................... 20
5. Opinion of Fund's Independent Accountant .............................. 21
6. Reports to Fund by Independent Public Accountants ..................... 21
7. Compensation of Custodian ............................................. 21
8. Responsibility of Custodian ........................................... 21
9. Effective Period, Termination and Amendment ........................... 23
10. Successor Custodian ................................................... 24
11. Interpretive and Additional Provisions ................................ 25
12. Massachusetts Law to Apply ............................................ 26
13. Prior Contracts ....................................................... 26
<PAGE>
CUSTODIAN CONTRACT
This Contract between The Guardian Cash Fund, Inc., a corporation
organized and existing under the laws of Maryland, having its principal place of
business at 201 Park Avenue South, New York, New York 10003 hereinafter called
the "Fund", and State Street Bank and Trust Company, a Massachusetts trust
company, having its principal place of business at 225 Franklin Street, Boston,
Massachusetts, 02110, hereinafter called the "Custodian",
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of its assets
pursuant to the provisions of the Articles of Incorporation. The Fund agrees to
deliver to the Custodian all securities and cash owned by it, and all payments
of income, payments of principal or capital distributions received by it with
respect to all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of capital stock,
$.10 par value, ("Shares") of the Fund as may be issued or sold from time to
time. The Custodian shall not be responsible for any property of the Fund held
or received by the Fund and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section
2.16), the Custodian shall from time to time employ
<PAGE>
one or more sub-custodians, but only in accordance with an applicable vote by
the Board of Directors of the Fund, and provided that the Custodian shall have
no more or less responsibility or liability to the Fund on account of any
actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Fund Held By the
Custodian
2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of the Fund all non-cash property, including all securities
owned by the Fund, other than securities which are maintained pursuant to
Section 2.12 in a clearing agency which acts as a securities depository or
in a book-entry system authorized by the U.S. Department of the Treasury,
collectively referred to herein as "Securities System".
2.2 Delivery of Securities. The Custodian shall release and deliver securities
owned by the Fund held by the Custodian or in a Securities System account
of the Custodian only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only
in the following cases:
1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such
-2-
<PAGE>
securities entered into by the Fund;
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof;
4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Fund or into the name of any nominee or nominees
of the Custodian or into the name or nominee name of any agent
appointed pursuant to Section 2.11 or into the name or nominee
name of any sub-custodian appointed pursuant to Article 1; or
for exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or
number of units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
-3-
<PAGE>
7) To the broker selling the same for examination in accordance
with the "street delivery" custom;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Fund, but only against receipt of adequate collateral
as agreed upon from time to time by the Custodian and the
Fund, which may be in the form of cash or
-4-
<PAGE>
obligations issued by the United States government, its
agencies or instrumentalities;
11) For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets by the Fund, but only
against receipt of amounts borrowed;
12) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such Transfer
Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time
in the Fund's currently effective prospectus, in satisfaction
of requests by holders of Shares for repurchase or redemption;
and
13) For any other proper corporate purpose, but only upon receipt
of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors or of the Executive
Committee signed by an officer of the Fund and certified by
the Secretary or an Assistant Secretary, specifying the
securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purposes to
be proper
-5-
<PAGE>
corporate purposes, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the Custodian (other than
bearer securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless the Fund has
authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment
adviser as the Fund, or in the name or nominee name of any agent appointed
pursuant to Section 2.11 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted by
the Custodian on behalf of the Fund under the terms of this Contract shall
be in "street name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the name of the Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of the Fund, other than
cash maintained by the Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company
-6-
<PAGE>
Act of 1940. Funds held by the Custodian for the Fund may be deposited by
it to its credit as Custodian in the Banking Department of the Custodian
or in such other banks or trust companies as it may in its discretion deem
necessary or desirable; provided, however, that every such bank or trust
company shall be qualified to act as a custodian under the Investment
Company Act of 1940 and that each such bank or trust company and the funds
to be deposited with each such bank or trust company shall be approved by
vote of a majority of the Board of Directors of the Fund. Such funds shall
be deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from the distributor for
the Fund's Shares or from the Transfer Agent of the Fund and deposit into
the Fund's account such payments as are received for Shares of the Fund
issued or sold from time to time by the Fund. The Custodian will provide
timely notification to the Fund and the Transfer Agent of any receipt by
it of payments for Shares of the Fund.
2.6 Investment and Availability of Federal Funds. Upon mutual agreement
between the Fund and the Custodian, the Custodian shall, upon the receipt
of Proper Instructions,
1) invest in such instruments as may be set forth in such
instructions on the same day as
-7-
<PAGE>
received all federal funds received after a time agreed upon
between the Custodian and the Fund; and
2) make federal funds available to the Fund as of specified times
agreed upon from time to time by the Fund and the Custodian
in the amount of checks received in payment for Shares of the
Fund which are deposited into the Fund's account.
2.7 Collection of Income. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely basis all
income and other payments with respect to bearer securities if, on the
date of payment by the issuer, such securities are held by the Custodian
or agent thereof and shall credit such income, as collected, to the Fund's
custodian account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and shall
collect interest when due on securities held hereunder.
2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions, which may be
continuing instructions when
-8-
<PAGE>
deemed appropriate by the parties, the Custodian shall pay out moneys of
the Fund in the following cases only:
1) Upon the purchase of securities for the account of the Fund
but only (a) against the delivery of such securities to the
Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified
under the Investment Company Act of 1940, as amended, to act
as a custodian and has been designated by the Custodian as its
agent for this purpose) registered in the name of the Fund or
in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in the
case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section 2.12
hereof or (c) in the case of repurchase agreements entered
into between the Fund and the Custodian, or another bank, (i)
against delivery of the securities either in certificate form
or through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Fund of
securities
-9-
<PAGE>
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from
the Fund;
2) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued by the Fund
as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for
the account of the Fund: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in
whole or part capitalized or treated as deferred expenses;
5) For the payment of any dividends declared pursuant to the
governing documents of the Fund;
6) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors or of the Executive
Committee of the Fund signed by
-10-
<PAGE>
an officer of the Fund and certified by its Secretary or an
Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be
made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased. In
any and every case where payment for purchase of securities for the
account of the Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund to so pay in advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if the securities had
been received by the Custodian, except that in the case of repurchase
agreements entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to the account of
such bank prior to the receipt of written evidence that the securities
subject to such repurchase agreement have been transferred by book-entry
into a segregated non-proprietary account of the Custodian maintained with
the Federal Reserve Bank of Boston or of the safe-keeping receipt,
provided that such securities have in fact been
-11-
<PAGE>
so transferred by book-entry.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund. From such
funds as may be available for the purpose but subject to the limitations
of the Articles of Incorporation and any applicable votes of the Board of
Directors of the Fund pursuant thereto, the Custodian shall, upon receipt
of instructions from the Transfer Agent, make funds available for payment
to holders of Shares who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares of the Fund, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares of
the Fund, the Custodian shall honor checks drawn on the Custodian by a
holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.
2.11 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent to carry out
-12-
<PAGE>
such of the provisions of this Article 2 as the Custodian may from time to
time direct; provided, however, that the appointment of any agent shall
not relieve the Custodian of its responsibilities or liabilities
hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S. Department
of the Treasury and certain federal agencies, collectively referred to
herein as "Securities System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with respect to securities of the
Fund which are maintained
-13-
<PAGE>
in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the
Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer securities
sold for the account of the Fund upon (i) receipt of advice
from the Securities System that payment for such securities
has been transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such transfer
and payment for the account of the Fund. Copies of all advices
from the Securities System of transfers of securities for the
account of the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund
confirmation of each transfer to or from the
-14-
<PAGE>
account of the Fund in the form of a written advice or notice
and shall furnish to the Fund copies of daily transaction
sheets reflecting each day's transactions in the Securities
System for the account of the Fund.
4) The Custodian shall provide the Fund with any report obtained
by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System;
5) The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article 9 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage
to the Fund resulting from use of the Securities System by
reason of any negligence, misfeasance or misconduct of the
Custodian or any of its agents or of any of its or their
employees or from failure of the Custodian or any such agent
to enforce effectively such rights as it may have against the
Securities System; at the election of the Fund, it shall
-15-
<PAGE>
be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the Securities System or any
other person which the Custodian may have as a consequence of
any such loss or damage if and to the extent that the Fund has
not been made whole for any such loss or damage.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of the Fund held by it and in connection with
transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Fund or a nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly deliver
to the Fund such proxies, all proxy soliciting materials and all notices
relating to such securities.
2.15 Communications Relating to Fund Portfolio Securities. The Custodian shall
transmit promptly to the Fund all written information (including, without
limitation, pendency of calls and maturities of securities and
-16-
<PAGE>
expirations of rights in connection therewith) received by the Custodian
from issuers of the securities being held for the Fund. With respect to
tender or exchange offers, the Custodian shall transmit promptly to the
Fund all written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Fund shall notify the Custodian at least three
business days prior to the date on which the Custodian is to take such
action.
2.16 Proper Instructions. Proper Instructions as used throughout this Article 2
means a writing signed or initialled by one or more person or persons as
the Board of Directors shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such
action is requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been given
by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary as to the
-17-
<PAGE>
authorization by the Board of Directors of the Fund accompanied by a
detailed description of procedures approved by the Board of Directors,
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Board of
Directors and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.
2.17 Actions Permitted without Express Authority. The Custodian may in its
discretion, without express authority from the Fund:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Contract, provided that all such payments
shall be accounted for to the Fund;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Fund except as otherwise
-18-
<PAGE>
directed by the Board of Directors of the Fund.
2.18 Evidence of Authority. The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other instrument or
paper believed by it to be genuine and to have been properly executed by
or on behalf of the Fund. The Custodian may receive and accept a certified
copy of a vote of the Board of Directors of the Fund as conclusive
evidence (a) of the authority of any person to act in accordance with such
vote or (b) of any determination or of any action by the Board of
Directors pursuant to the Articles of Incorporation as described in such
vote, and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary.
3. Duties of Custodian with Respect to the Books of Account and Calculation
of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Directors of the Fund to keep the
books of account of the Fund and/or compute the net asset value per share of the
outstanding shares of the Fund or, if directed in writing to do so by the Fund,
shall itself keep such books of account and/or compute such net asset value per
share. If so directed, the Custodian shall also calculate daily the net income
of the Fund as described in
-19-
<PAGE>
the Fund's currently effective prospectus and shall advise the Fund and the
Transfer Agent daily of the total amounts of such net income and, if instructed
in writing by an officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various components.
The calculations of the net asset value per share and the daily income of the
Fund shall be made at the time or times described from time to time in the
Fund's currently effective prospectus.
4. Records
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All such records shall be the
property of the Fund and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by the Fund and held by the Custodian and shall,
when requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the Custodian, include certificate numbers in such
tabulations.
-20-
<PAGE>
5. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent accountants with respect to its activities hereunder in connection
with the preparation of the Fund's Form N-1, and Form N-1R or other annual
reports to the Securities and Exchange Commission and with respect to any other
requirements of such Commission.
6. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian under this Contract;
such reports, which shall be of sufficient scope and in sufficient detail, as
may reasonably be required by the Fund, to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if there are
no such inadequacies, shall so state.
7. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund and the Custodian.
8. Responsibility of Custodian
So long as and to the extent that it is in the exercise
-21-
<PAGE>
of reasonable care, the Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto received by
it or delivered by it pursuant to this Contract and shall be held harmless in
acting upon any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed by the proper party or
parties. The Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Contract, but shall be kept indemnified by
and shall be without liability to the Fund for any action taken or omitted by it
in good faith without negligence. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice. Notwithstanding the foregoing, the responsibility of the
Custodian with respect to redemptions effected by check shall be in accordance
with a separate Agreement entered into between the Custodian and the Fund.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
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<PAGE>
9. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however that the Custodian shall not act under Section 2.12 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Directors of the Fund have approved the initial use
of a particular Securities System and the receipt of an annual certificate of
the Secretary or an Assistant Secretary that the Board of Directors have
reviewed the use by the Fund of such Securities System, as required in each case
by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided
further, however, that the Fund shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or any provision
of the Articles of Incorporation, and further provided, that the Fund may at any
time by action of its Board of Directors (i) substitute another bank or trust
company for the Custodian by giving notice as described above to the Custodian,
or (ii) immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event
-23-
<PAGE>
at the direction of an appropriate regulatory agency or court of competent
jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
10. Successor Custodian
If a successor custodian shall be appointed by the Board of Directors of
the Fund, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
account of the successor custodian all of the Fund's securities held in a
Securities System.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Board of
Directors of the Fund, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Directors shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own
-24-
<PAGE>
selection, having an aggregate capital, surplus, and undivided profits, as shown
by its last published report, of not less than $25,000,000, all securities,
funds and other properties held by the Custodian and all instruments held by the
Custodian relative thereto and all other property held by it under this Contract
and to transfer to an account of such successor custodian all of the Fund's
securities held in any Securities System. Thereafter, such bank or trust company
shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of vote referred to or of the
Board of Directors to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
11. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both
-25-
<PAGE>
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Articles of Incorporation of the Fund. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
12. Massachusetts Law to Apply
This Contact shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
13. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund and the Custodian relating to the custody of the
Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 14th day of May, 1983.
SEAL
ATTEST THE GUARDIAN CASH FUND, INC.
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
- ------------------------------ ------------------------------
Controller Secretary
SEAL STATE STREET BANK AND TRUST COMPANY
ATTEST
/s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
- ------------------------------ ------------------------------
Assistant Secretary Vice President
-26-
<PAGE>
AMENDMENT TO CUSTODIAN CONTRACT
AGREEMENT made this 25th day of March, 1987 by and between THE GUARDIAN
CASH FUND (the "Fund") and STATE STREET BANK AND TRUST COMPANY (the
"Custodian");
WHEREAS, the Fund and the Custodian have entered into a Custodian Contract
dated May 24, 1983 (the "Custodian Contract") pursuant to which the Custodian
was appointed custodian of the Fund's assets;
WHEREAS, the Fund and State Street desire to amend the Custodian Contract
to comply with certain regulatory requirements of the California Insurance
Department;
NOW, THEREFORE, in consideration of the mutual agreements contained in the
Custodian Contract and herein, the Fund and State Street hereby agree as
follows:
1. The Custodian Contract shall be amended in the following respects:
a. The following sentence shall be added as the last sentence in
Article 1:
"Notwithstanding any provision contained herein to the contrary, the
Fund retains the ultimate responsibility and authority for direction
and control for the services provided pursuant to this Contract."
b. The existing Section 2.1 shall be renumbered as Section 2.1(a) and
the following subsections shall be inserted thereafter.
"(b) The Custodian shall be strictly liable for all losses to the
property of the Fund held by the Custodian due to fire,
burglary, robbery, theft, and mysterious disappearance,
whether such a loss occurred while the property was in the
possession of the Custodian or any nominee or depository of
the Custodian at the time of loss.
(c) The Custodian shall be liable for losses resulting from any
cause or causes other than those specified in Section 2.1(b)
above unless the Custodian itself can establish that the loss
was not due to any dishonesty, negligence or misconduct by its
officers, employees or agents (including any nominee or
depository of the Custodian).
-1-
<PAGE>
(d) In the event of loss, damage or injury to the securities held
on deposit for the Fund with the Custodian or its nominee or
depository, the Custodian shall promptly, upon demand of the
Fund, cause such securities to be replaced by securities of
like kind and quality, together with all rights and privileges
pertaining thereto, or, if acceptable to the Fund, remit cash
equal to the fair market value of said securities. (Fair
market value shall be determined as of the date such
securities suffered the loss, damage or injury.)
(e) Notwithstanding the provisions of Sections 2.1(a), (b), (c)
and (d) above, the Custodian shall not be liable for any loss,
damage or injury resulting from nuclear contamination (other
than by industrial use of nuclear energy), expropriation by
government order, war, insurrection or revolution."
c. The following sentence shall be added as the last sentence of
Section 2.7:
"In connection with collection or notices respecting
securities of foreign issue, the Custodian shall not be
absolved of responsibilities if the failure or delay in
effecting collection or giving notice is due to the negligence
or misconduct of the Custodian."
d. The existing subsection (1) of Section 2.17 shall be deleted and
subsections (2), (3) and (4) shall be renumbered accordingly.
e. The following language shall be inserted as the end of Article 4:
"The Custodian shall submit to all regulatory and administrative
bodies having jurisdiction over the services provided pursuant to
this Contract, present or future, any information, reports, or other
materials which any such body by reason of this Contract may request
or require pursuant to applicable laws and regulations. The
Custodian shall not disclose or use any record it has prepared by
reason of this Contract in any manner except as expressly authorized
herein or directed by the Fund and shall keep confidential any
information obtained by reason of this Contract."
f. The following language shall be inserted at the end of Article 7:
"The Custodian shall not charge the custodied assets of the Fund or
withhold delivery of any such asset, in full or in part, for the
Custodian's compensation or expenses, it being understood that the
Fund will make timely payment of all compensation due to the
Custodian. To secure any advances of cash or securities made by the
Custodian to or for the benefit of the Fund for any purpose which
results in the Fund incurring an overdraft at the end of any
business day or for extraordinary or emergency purposes during any
business day, the Fund hereby grants to the Custodian a security
interest in and pledges to the Custodian securities held for it by
the Custodian, the specific securities to be designated in writing
from time to time by the Fund or its investment adviser. Should the
-2-
<PAGE>
Fund fail to make such designation, the Fund hereby agrees that the
Custodian shall have a security interest in all securities or other
property purchased with the advances by the Custodian, which
securities or property shall be deemed to be pledged to the
Custodian, and the written instructions of the Fund instructing
their purchase shall be considered the requisite description and
designation of the property so pledged for purposes of the
requirements of the Uniform Commercial Code. Should the Fund fail to
repay promptly any such advances of cash or securities, the
Custodian shall be entitled to use available cash and to dispose of
pledged securities and property as is necessary to repay any such
advances."
g. The clause "Except as otherwise provided in Article 2" shall be
inserted at the beginning of tie second sentence of Article 8.
h. The following language shall be inserted following Article 12 as a
new Article 13 and the existing Article 13 shall be renumbered
Article 14:
"13. Except as otherwise specifically provided in this Contract, the
rights, obligations, and interests of the Fund and the Custodian
under this Contract shall not be assignable in whole or in part."
2. Except as expressly modified and amended herein, the Custodian Contract
shall remain in Full force and effect.
THE GUARDIAN CASH FUND
By: /s/ John M. Smith
------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/[ILLEGIBLE]
------------------------------
Vice President
-3-
<PAGE>
[LETTERHEAD OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.]
March 25, 1987
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101
Re: Amendments to Custodian Contracts -
The Guardian Bond Fund
The Guardian Cash Fund
The Guardian Stock Fund
Gentlemen:
In connection with the execution of Amendments dated March 25, 1987 to the
Custodian Contract between State Street Bank and Trust Company (the "Bank") and
each of the above-referenced funds (referred to herein individually as "Fund"),
The Guardian Insurance & Annuity Company, Inc. ("GIAC") hereby confirms to the
Bank that certain state insurance laws and regulations to which the Fund is
subject, by virtue of being an investment vehicle for variable life insurance
policies issued by GIAC, prohibit the Fund from agreeing to any rights of
set-off for any reason with another party with respect to any of the Fund's
assets which may be held in custody by the other party. Accordingly, it is
GIAC's opinion that the Fund is legally prohibited from permitting the Bank to
use Fund assets (which are held by the Bank in its capacity as custodian) as a
set-off against any amounts otherwise due the Bank on account of cash or
securities which the Bank advances to the Fund or for any liabilities
(including, but not limited to, any taxes, expenses, assessments, claims or
charges) incurred by the Bank on behalf of the Fund in connection with the
above-referenced Custodian Contract and Amendments. Should the Bank incur any
such liabilities on behalf of the Fund, GIAC hereby agrees to reimburse the Bank
promptly for such amounts provided neither the Bank nor any nominee or
depository of the Bank has acted negligently or negligently failed to act or
engaged in willful misconduct in connection with any such liability.
Very truly yours,
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
By /s/ John M. Smith
------------------------
John M. Smith
Executive Vice President
<PAGE>
AMENDMENT TO THE
CUSTODIAN CONTRACT
AGREEMENT made this 11th day of July 1989 by and between STATE STREET BANK
AND TRUST COMPANY ("Custodian") and THE GUARDIAN CASH FUND, INC. (the "Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated April 4, 1983 (as amended to date, the "Contract") which governs the terms
and conditions under which the Custodian maintains custody of the securities and
other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following:
Replace subsection 7) of Section 2.2 Delivery of Securities with the
following new subsection 7):
7) Upon the sale of such securities for the account of the Fund, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any
such case, the Custodian shall have no responsibility or liability
for any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Custodian's own negligence or willful misconduct;
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST THE GUARDIAN BOND CASH, INC.
/s/ [ILLEGIBLE] /s/ John M. Smith
- ------------------------------------ ------------------------------------
ATTEST Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
- ------------------------------------ ------------------------------------
Assistant Secretary Vice President
<PAGE>
AMENDMENT TO THE CUSTODIAN CONTRACT
AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and Guardian Cash Fund, Inc. (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated April 4, 1983 (the "Custodian Contract") governing the terms and
conditions under which the Custodian maintains custody of the securities and
other assets of the Fund; and
WHEREAS, the Custodian and the Fund desire to amend the Custodian Contract
to provide for the maintenance of the Fund's foreign securities, and cash
incidental to transactions in such securities, in the custody of certain foreign
banking institutions and foreign securities depositories acting as
sub-custodians in conformity with the requirements of Rule 17f-5 under the
Investment Company Act of 1940;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract by the
addition of the following terms and conditions;
1. Appointment of Foreign Sub-Custodians
The Fund hereby authorizes and instructs the Custodian to employ as
sub-custodians for the Fund's securities and other assets maintained outside the
United States the foreign banking institutions and foreign securities
depositories designated on Schedule A hereto ("foreign sub-custodians"). Upon
receipt of "Proper Instructions", as defined in Section 2.16 of the Custodian
Contract, together with a certified resolution of the Fund's Board of Directors,
the Custodian and the Fund may agree to amend Schedule A hereto from time to
time to designate additional foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of Proper Instructions, the
Fund may instruct the Custodian to cease the employment of any one or more of
such sub-custodians for maintaining custody of the Fund's assets.
2. Assets to be Held
The Custodian shall limit the securities and other assets maintained
in the custody of the foreign sub-custodians to: (a) "foreign securities", as
defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of
1940, and (b) cash and cash equivalents in such amounts as the Custodian or the
Fund may determine to be reasonably necessary to effect the Fund's foreign
securities transactions.
<PAGE>
3. Foreign Securities Depositories
Except as may otherwise be agreed upon in writing by the Custodian
and the Fund, assets of the Fund shall be maintained in foreign securities
depositories only through arrangements implemented by the foreign banking
institutions serving as sub-custodians pursuant to the terms hereof. Where
possible, such arrangements shall include entry into agreements containing the
provisions set forth in Section 5 hereof.
4. Segregation of Securities
The Custodian shall identify on its books as belonging to the Fund,
the foreign securities of the Fund held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian employs a foreign banking institution
shall require that such institution establish a custody account for the
Custodian on behalf of the Fund and physically segregate in that account,
securities and other assets of the Fund, and, in the event that such institution
deposits the Fund's securities in a foreign securities depository, that it shall
identify on its books as belonging to the Custodian, as agent for the Fund, the
securities so deposited.
5. Agreements with Foreign Banking Institutions
Each agreement with a foreign banking institution shall be
substantially in the form set forth in Exhibit 1 hereto and shall provide that:
(a) the Fund's assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of the foreign banking institution
or its creditors or agents, except a claim of payment for their safe custody or
administration; (b) beneficial ownership for the Fund's assets will be freely
transferable without the payment of money or value other than for custody or
administration; (c) adequate records will be maintained identifying the assets
as belonging to the Fund; (d) officers of or auditors employed by, or other
representatives of the Custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be given
access to the books and records of the foreign banking institution relating to
its actions under its agreement with the Custodian; and (e) assets of the Fund
held by the foreign sub-custodian will be subject only to the instructions of
the Custodian or its agents.
6. Access of Independent Accountants of the Fund
Upon request of the Fund, the Custodian will use its best efforts to
arrange for the independent accountants of the Fund to be afforded access to the
books and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the performance of
such foreign banking institution under its agreement with the Custodian.
-2-
<PAGE>
7. Reports by Custodian
The Custodian will supply to the Fund from time to time, as mutually
agreed upon, statements in respect of the securities and other assets of the
Fund held by foreign sub-custodians, including but not limited to an
identification of entities having possession of the Fund's securities and other
assets and advices or notifications of any transfers of securities to or from
each custodial account maintained by a foreign banking institution for the
Custodian on behalf of the Fund indicating, as to securities acquired for the
Fund, the identity of the entity having physical possession of such securities.
8. Transactions in Foreign Custody Account
(a) Except as otherwise provided in paragraph (b) of this Section 8,
the provisions of Sections 2.2 and 2.8 of the Custodian Contract shall apply,
mutatis mutandis to the foreign securities of the Fund held outside the United
States by foreign sub-custodians.
(b) Notwithstanding any provision of the Custodian Contract to the
contrary, settlement and payment for securities received for the account of the
Fund and delivery of securities maintained for the account of the Fund may be
effected in accordance with the customary established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer therefor (or an agent for
such purchaser or dealer) against a receipt with the expectation of receiving
later payment for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian
may be maintained in the name of such entity's nominee to the same extent as set
forth in section 2.3 of the Custodian Contract, and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
securities.
9. Liability of Foreign Sub-Custodians
Each agreement pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall require the institution to
exercise reasonable care in the performance of its duties and to indemnify, and
hold harmless, the Custodian and each Fund from and against any loss, damage,
cost, expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the Fund, it
shall be entitled to be subrogated to the rights of the Custodian with respect
to
-3-
<PAGE>
any claims against a foreign banking institution as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent that the
Fund has not been made whole for any such loss, damage, cost, expense, liability
or claim.
10. Liability of Custodian
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
sub-custodians generally in the Custodian Contract and, regardless of whether
assets are maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as contemplated by paragraph 13
hereof, the Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism or any loss where the sub-custodian
has otherwise exercised reasonable care. Notwithstanding the foregoing
provisions of this paragraph 10, in delegating custody duties to State Street
London Ltd., the Custodian shall not be relieved of any responsibility to the
Fund for any loss due to such delegation, except such loss as may result from
(a) political risk (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization, insurrection, civil
strife or armed hostilities) or (b) other losses (excluding a bankruptcy or
insolvency of State Street London Ltd. not caused by political risk) due to Acts
of God, nuclear incident or other losses under circumstances where the Custodian
and State Street London Ltd. have exercised reasonable care.
11. Reimbursement for Advances
If the Fund requires the Custodian to advance cash or securities for
any purpose including the purchase or sale of foreign exchange or of contracts
for foreign exchange, or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract, except such as
may arise from its or its nominee's own negligent action, negligent failure to
act or willful misconduct, any property at any time held for the account of the
Fund shall be security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash and to
dispose of the Fund assets to the extent necessary to obtain reimbursement.
12. Monitoring Responsibilities
The Custodian shall furnish annually to the Fund, during the month
of June, information concerning the foreign sub-custodians employed by the
Custodian. Such information
-4-
<PAGE>
shall be similar in kind and scope to that furnished to the Fund in connection
with the initial approval of this amendment to the Custodian Contract. In
addition, the Custodian will promptly inform the Fund in the event that the
Custodian learns of a material adverse change in the financial condition of a
foreign sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-custodian not the subject of an exemptive order from the
Securities and Exchange Commission is notified by such foreign sub-custodian
that there appears to be a substantial likelihood that its shareholders' equity
will decline below $200 million (U.S. dollars or the equivalent thereof) or that
its shareholders' equity has declined below $200 million (in each case computed
in accordance with generally accepted U.S. accounting principles).
13. Branches of U.S. Banks
(a) Except as otherwise set forth in this amendment to the Custodian
Contract, the provisions hereof shall not apply where the custody of the Fund
assets is maintained in a foreign branch of a banking institution which is a
"bank" as defined by Section 2(a)(5) of the Investment Company Act of 1940
meeting the qualification set forth in Section 26(a) of said Act. The
appointment of any such branch as a sub-custodian shall be governed by paragraph
1 of the Custodian Contract.
(b) Cash held for the Fund in the United Kingdom shall be maintained
in an interest bearing account established for the Fund with the Custodian's
London Branch, which account shall be subject to the direction of the Custodian,
State Street London Ltd. or both.
14. Applicability of Custodian Contract
Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.
-5-
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 27th, day of January, 1992.
ATTEST: THE GUARDIAN CASH FUND, INC.
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
- ------------------------------------ ------------------------------------
(Title) Counsel (Title) Vice President
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
- ------------------------------------ ------------------------------------
Assistant Secretary Senior Vice President
-6-
<PAGE>
SCHEDULE A
17f-5 APPROVAL
The Board of Directors of The Guardian Cash Fund, Inc. has approved certain
foreign banking institutions and foreign securities depositories within State
Street's Global Custody Network for use as subcustodians for the Fund's
securities, cash and cash equivalents held outside of the United States. Board
approval is as indicated by the Fund's Authorized Officer:
<TABLE>
<CAPTION>
Fund
Officer
Initials Country Subcustodian Central Depository
<S> <C> <C> <C>
____ Argentina Citibank, N.A. Caja de Valores S.A.
____ Australia Westpac Banking Austraclear Limited;
Corporation
Reserve Bank Information and
Transfer System (RITS)
____ Austria GiroCredit Bank Oesterreichische
Aktiengesellschaft Kontrollbank AG
der Sparkassen
____ Bangladesh Standard Chartered Bank None
____ Belgium Generale Bank Caisse Interprofessionnelle
de Depots et de Virements
de Titres S.A. (CIK);
Banque Nationale de Belgique
____ Brazil Citibank, N.A. Bolsa de Valores de Sao Paulo
(Bovespa);
Banco Central do Brasil,
Systema Especial de Liquidacao
e Custodia (SELIC)
____ Canada Canada Trustco The Canadian Depository
Mortgage Company for Securities Limited (CDS)
____ Chile Citibank, N.A. None
</TABLE>
[LOGO] State Street
<PAGE>
SCHEDULE A
17f-5 APPROVAL
<TABLE>
<CAPTION>
Fund
Officer
Initials Country Subcustodian Central Depository
<S> <C> <C> <C>
____ China The Hongkong and Shanghai Securities Central
Shanghai Banking Clearing and Registration
Corporation Limited Corporation (SSCCRC);
Shenzhen Securities Registrars
Co., Ltd. and its designated
agent banks
____ Colombia Cititrust Colombia S.A. None
Sociedad Fiduciaria
____ Cyprus Barclays Bank PLC None
____ Denmark Den Danske Bank Vaerdipapircencralen --
The Danish Securities
Center (VP)
____ Finland Kansallis-Osake-Pankki The Central Share Register of
Finland
____ France Banque Paribas Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres (SICOVAM);
Banque de France,
Saturne System
____ Germany Berliner Handels- The Deutscher Kassenverein AG
und Frankfurter Bank
____ Greece National Bank of The Central Depository
Greece S.A. (Apothetirio Titlon A.E.)
____ Hong Kong Standard Chartered Bank The Central Clearing and
Settlement System (CCASS)
</TABLE>
Page Two
[LOGO] State Street
<PAGE>
SCHEDULE A
17f-5 APPROVAL
<TABLE>
<CAPTION>
Fund
Officer
Initials Country Subcustodian Central Depository
<S> <C> <C> <C>
____ Hungary Citibank Budapest Rt. None
____ India The Hongkong and None
Shanghai Banking
Corporation Limited
____ Indonesia Standard Chartered Bank None
____ Ireland Bank of Ireland None;
The Central Bank of Ireland,
The Gilt Settlement Office (GSO)
____ Israel Bank Hapoalim B.M. The Clearing House of the
Tel Aviv Stock Exchange
____ Italy Morgan Guaranty Monte Titoli S.p.A.;
Trust Company
Banca d'Italia
____ Japan Sumitomo Trust None;
& Banking Co., Ltd.
Bank of Japan Net System
____ Korea Bank of Seoul None
____ Malaysia Standard Chartered Bank None
____ Mexico Citibank, N.A. S.D. INDEVAL, S.A. de C.V.
(Instituto para el Deposito de
Valores);
Banco de Mexico
</TABLE>
Page Three
[LOGO] State Street
<PAGE>
SCHEDULE A
17f-5 APPROVAL
<TABLE>
<CAPTION>
Fund
Officer
Initials Country Subcustodian Central Depository
<S> <C> <C> <C>
____ Netherlands MeesPierson N.V. Nederlands Centraal Instituut
voor Giraal Effectenverkeer B.V.
(NECIGEF)
____ New Zealand ANZ Banking Group None;
(New Zealand) Limited
The Reserve Bank of
New Zealand,
Austraclear NZ
____ Norway Christiania Bank og Verdipapirsentralen --
Kreditkasse The Norwegian Registry
of Securities (VPS)
____ Pakistan Deutsche Bank AG None
____ Peru Citibank, N.A. Caja de Valores (CAVAL)
____ Philippines Standard Chartered Bank None
____ Portugal Banco Comercial Portugues Central de Valores
Mobiliarios (Central)
____ Singapore The Development Bank The Central Depository
of Singapore Ltd. (Pte) Limited (CDP)
____ Spain Banco Santander, SA. Servicio de Compensacion y
Liquidacion de Valores (SCLV);
Banco de Espana,
Anotaciones en Cuenta
____ Sri Lanka The Hongkong and The Central Depository
Shanghai Banking System (Pvt) Limited
Corporation Limited
</TABLE>
Page Four
[LOGO] State Street
<PAGE>
SCHEDULE A
17f-5 APPROVAL
<TABLE>
<CAPTION>
Fund
Officer
Initials Country Subcustodian Central Depository
<S> <C> <C> <C>
____ Sweden Skandinaviska Enskilda Vardepapperscentralen --
Banken The Swedish Securities Register
Center (VPC)
____ Switzerland Union Bank of Switzerland Schweizerische Effekten --
Giro AG (SEGA)
____ Taiwan Central Trust of China The Taiwan Securities
Central Depository
Company, Ltd. (TSCD)
____ Thailand Standard Chartered Bank The Share Depository Center
(SDC)
____ Turkey Citibank, NA. None
RTP United State Street Bank and None;
Kingdom Trust Company
The Bank of England,
The Central Gilts Office (CGO);
The Central Moneymarkets
Office (CMO)
____ Uruguay Citibank, N.A. None
____ Venezuela Citibank, N.A. None
RTP Euroclear / State Street London Limited
RTP Cedel / State Street London Limited
</TABLE>
Certified by:
/s/ Richard T. Potter, Jr.
Richard T. Potter, Jr., Counsel September 15, 1993
- ---------------------------------- ----------------------
Fund's Authorized Officer Date
Page Five
[LOGO] State Street
<PAGE>
EXHIBIT 1
CUSTODIAN AGREEMENT
TO:
Gentlemen:
The undersigned ("State Street") hereby requests that you (the "Bank")
establish a custody account and a cash account for each State Street client
whose account is identified to this Agreement. Each such custody or cash account
as applicable will be referred to herein as the "Account" and will be subject to
the following terms and conditions:
1. The Bank shall hold as agent for State Street and shall physically
segregate in the Account such cash, bullion, coin, stocks, shares, bonds,
debentures, notes and other securities and other property which is delivered to
the Bank for that State Street Account (the "Property").
2. (a) Without the prior approval of State Street it will not deposit
securities in any securities depository or utilize a clearing agency,
incorporated or organized under the laws of a country other than the United
States, unless such depository or clearing house operates the central system for
handling of securities or equivalent book-entries in that country or operates a
transnational system for the central handling of securities or equivalent
book-entries.
(b) When Securities held for an Account are deposited in a
securities depository or clearing agency by the Bank, the Bank shall identify on
its books as belonging to State Street as agent for such Account, the Securities
so deposited.
The Bank represents that either:
3. (a) It currently has stockholders' equity in excess of $200 million (US
dollars or the equivalent of US dollars computed in accordance with generally
accepted US accounting principles) and will promptly inform State Street in the
event that there appears to be a substantial likelihood that its stockholders'
equity will decline below $200 million, or in any event, at such time as its
stockholders' equity in fact declines below $200 million; or
(b) It is the subject of an exemptive order issued by the United
States Securities and Exchange Commission, which such order permits State Street
to employ the Bank as a subcustodian, notwithstanding the fact that the Bank's
stockholders' equity is currently below $200 million or may in the future
decline below $200 million due to currency fluctuation.
4. Upon the written instructions of State Street as permitted by Section
8, the Bank is authorized to pay out cash from the Account and to sell, assign,
transfer, deliver or exchange, or to purchase for the Account,
<PAGE>
any and all stocks, shares, bonds, debentures, notes and other securities
("Securities"), bullion, coin and other property, but only as provided in such
written instructions. The Bank shall not be held liable for any act or omission
to act on instructions given or purported to be given should there be any error
in such instructions.
5. Unless the Bank receives written instructions of State Street to the
contrary, the Bank is authorized:
a. To promptly receive and collect all income and principal with
respect to the Property and to credit cash receipts to the Account;
b. To promptly exchange Securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary Securities for those in definitive form and the exchange
of warrants, or other documents of entitlement to Securities, for
the Securities themselves);
c. To promptly surrender Securities at maturity or when called for
redemption upon receiving payment therefor;
d. Whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock
split is received for the Account and such rights entitlement or
fractional interest bears an expiration date, the Bank will endeavor
to obtain State Street's instructions, but should these not be
received in time for the Bank to take timely action, the Bank is
authorized to sell such rights entitlement or fractional interest
and to credit the Account;
e. To hold registered in the name of the nominee of the Bank or its
agents such Securities as are ordinarily held in registered form;
f. To execute in State Street's name for the Account, whenever the Bank
deems it appropriate, such ownership and other certificates as may
be required to obtain the payment of income from the Property; and
g. To pay or cause to be paid from the Account any and all taxes and
levies in the nature of taxes imposed on such assets by any
governmental authority, and shall use reasonable efforts to promptly
reclaim any foreign withholding tax relating to the Account.
6. If the Bank shall receive any proxies, notices, reports, or other
communications relative to any of the Securities of the Account in connection
with tender offers, reorganizations, mergers, consolidations, or similar events
which may have an impact upon the issuer thereof, the Bank shall promptly
transmit any such communication to State Street by means as will permit State
Street to take timely action with respect thereto.
7. The Bank is authorized in its discretion to appoint brokers and agents
in connection with the Bank's handling of transactions relating to the Property
provided that any such appointment shall not relieve the Bank of any of its
responsibilities or liabilities hereunder.
<PAGE>
8. Written instructions shall include (i) instructions in writing signed
by such persons as are designated in writing by State Street (ii) telex or
tested telex instructions of State Street, (iii) other forms of instruction in
computer readable form as shall be customarily utilized for the transmission of
like information and (iv) such other forms of communication as from time to time
shall be agreed upon by State Street and the Bank.
9. The Bank shall supply periodic reports with respect to the safekeeping
of assets held by it under this Agreement. The content of such reports shall
include but not be limited to any transfer to or from any Account held by the
Bank hereunder and such other information as State Street may reasonably
request.
10. In addition to its obligations under Section 2 hereof, the Bank shall
maintain such other records as may be necessary to identify the assets hereunder
as belonging to each State Street client identified to this Agreement from time
to time.
11. The Bank agrees that its books and records relating to its actions
under this Agreement shall be opened to the physical, on-premises inspection and
audit at reasonable times by officers of, auditors employed by or other
representatives of State Street (including to the extent permitted under
___________ law the independent public accountants for any entity whose Property
is being held hereunder) and shall be retained for such period as shall be
agreed by State Street and the Bank.
12. The Bank shall be entitled to reasonable compensation for its services
and expenses as custodian under this Agreement, as agreed upon from time to time
by the Bank and State Street.
13. The Bank shall exercise reasonable care in the performance of its
duties as are set forth or contemplated herein or contained in instructions
given to the Bank which are not contrary to this Agreement, and shall maintain
adequate insurance and agrees to indemnify and hold State Street and each
Account from and against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the Bank's performance of its obligations
hereunder.
14. The Bank agrees that (i) the Property is not subject to any right,
charge, security interest, lien or claim of any kind in favor of the Bank or any
of its agents or its creditors except a claim of payment for their safe custody
and administration and (ii) the beneficial ownership of the Property shall be
freely transferable without the payment of money or other value other than for
safe custody or administration.
15. This Agreement may be terminated by the Bank or State Street by at
least 60 days' written notice to the other, sent by registered mail or express
courier. The Bank, upon the date this Agreement terminates pursuant to notice
which has been given in a timely fashion, shall deliver the Property in
accordance with written instructions of State Street specifying the name(s) of
the person(s) to whom the Property shall be delivered.
<PAGE>
16. The Bank and State Street shall each use its best efforts to maintain
the confidentiality of the Property in each Account, subject, however, to the
provisions of any laws requiring the disclosure of the Property.
17. The Bank agrees to follow such Operating Requirements as State Street
may require from time to time. A copy of the current State Street Operating
Requirements is attached as an exhibit to this Agreement.
18. Unless otherwise specified in this Agreement, all notices with respect
to matters contemplated by this Agreement shall be deemed duly given when
received in writing or by tested telex by the Bank or State Street at their
respective addresses set forth below, or at such other address as specified in
each case in a notice similarly given:
To State Street: Global Custody Services Division
STATE STREET BANK AND TRUST
COMPANY
P. 0. Box 470
Boston, Massachusetts 02102
To the Bank:
19. This Agreement shall be governed by and construed in accordance with
the laws of_________________.
Please acknowledge your agreement to the foregoing by executing a copy of
this letter.
Very truly yours,
STATE STREET BANK AND TRUST
COMPANY
By
------------------------------
Agreed to by:
By
----------------------------
Date
--------------------------
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE GUARDIAN CASH FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
Page
----
Article 1 Terms of Appointment; Duties of the Bank ................ 1
Article 2 Fees and Expenses ....................................... 4
Article 3 Representations and Warranties of the Bank .............. 5
Article 4 Representations and Warranties of the Fund .............. 6
Article 5 Indemnification ......................................... 6
Article 6 Covenants of the Fund and the Bank ...................... 9
Article 7 Termination of Agreement ................................ 11
Article 8 Assignment .............................................. 11
Article 9 Amendment ............................................... 12
Article 10 Massachusetts Law to Apply .............................. 12
Article 11 Merger of Agreement ..................................... 12
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 2nd day of January, 1987, by and between THE
GUARDIAN CASH FUND, INC., a Maryland corporation, having its principal office
and place of business at 201 Park Avenue South, New York, New York 10003 (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation
having its principal office and place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Bank").
WHEREAS, the Fund desires to appoint the Bank as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
l.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to act as, and the Bank
agrees to act as its transfer agent for the Fund's authorized and issued shares
of its common stock, $.10 par value, ("Shares"), dividend disbursing agent and
agent in connection with any accumulation, open-account or similar plans
provided to the shareholders of the Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Fund, including without limitation any periodic investment
plan or periodic withdrawal program.
<PAGE>
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation
therefor to the Custodian of the Fund authorized pursuant to
the Articles of Incorporation of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor
to the Custodian;
(iv) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over
or cause to be paid over in the appropriate manner such monies
as instructed by the redeeming Shareholders;
(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and distributions
declared by the Fund;
-2-
<PAGE>
(vii) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(viii) Record the issuance of shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number
of shares of the Fund which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. Bank
shall also provide the Fund on a regular basis with the total
number of shares which are authorized and issued and
outstanding and shall have no obligation, when recording the
issuance of shares, to monitor the issuance of such shares or
to take cognizance of any laws relating to the issue or sale
of such shares, which functions shall be the sole
responsibility of the Fund.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), the Bank shall: (i) perform all of the customary services
of a transfer agent, dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program),
including but not limited to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating proxies,
mailing Shareholder reports and prospectuses to current Shareholders,
withholding taxes on non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate
-3-
<PAGE>
forms required with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing Shareholder account
information and (ii) provide a system which will enable the Fund to monitor the
total number of Shares sold in each State. The Fund shall (i) identify to the
Bank in writing those transactions and assets to be treated as exempt from blue
sky reporting for each State and (ii) verify the establishment of transactions
for each State on the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of the Bank for the Fund's
blue sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the Fund and the
reporting of such transactions to the Fund as provided above.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and the Bank.
Article 2 Fees and Expenses
2.01 For performance by the Bank pursuant to this Agreement, the
Fund agrees to pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed
-4-
<PAGE>
from time to time subject to mutual written agreement between the Fund and the
Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Bank for out-of-pocket expenses or advances incurred by
the Bank for the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by the Bank at the request or with the consent of
the Fund, will be reimbursed by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable expenses
within five days following the mailing of the respective billing notice. Postage
for mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to the Bank by the Fund at least seven
(7) days prior to the mailing date of such materials.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its
-5-
<PAGE>
duties and obligations under this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that;
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state securities
law filings have been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
Article 5 Indemnification
5.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors required
to be taken pursuant to this Agreement,
-6-
<PAGE>
provided that such actions are taken in good faith and without negligence or
willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records and documents which (i) are received by
the Bank or its agents or subcontractors and furnished to it by or on behalf of
the Fund, and (it) have been prepared and/or maintained by the Fund or any other
person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
5.02 The Bank shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by the Bank as a result of the Bank's lack of good faith,
negligence or willful misconduct.
-7-
<PAGE>
5.03 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund, reasonably believed
to be genuine and to have been signed by the proper person or persons, or upon
any instruction, information, data, records or documents provided the Bank or
its agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of the officers of
the Fund, and the proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
-8-
<PAGE>
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemntfication shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 Covenants of the Fund and the Bank
6.01 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Bank and the execution and delivery
of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.
6.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for
-9-
<PAGE>
safekeeping of stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
6.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
6.04 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law. The Bank or its agents or
subcontractors shall submit to all regulatory and administrative bodies having
jurisdiction over services provided pursuant to this Agreement, present or
future, any information, reports or other materials which any such body by
reason of this Agreement may request or require pursuant to applicable laws and
regulations.
-10-
<PAGE>
6.05 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
6.06 Notwithstanding any provision contained herein to the contrary,
the fund retains the ultimate responsibility and authority for direction and
control of the services provided pursuant to this Agreement.
Article 7 Termination of Agreement
7.01 This Agreement may be terminated by either party upon ninety
(90) days written notice to the other.
7.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Fund. Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) months' fees.
Article 8 Assignment
8.01 Except as provided in Section 8.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
-11-
<PAGE>
8.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
8.03 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of
1934 ("Section 17A(c)(1)"), or (ii) a BFDS subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(1); provided, however, that the Bank
shall be as fully responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
Article 9 Amendment
9.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
Article 10 Massachusetts Law to Apply
10.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
Article 11 Merger of Agreement
11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
-12-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
THE GUARDIAN CASH FUND, INC.
BY: /s/ John M. Smith
----------------------
Vice President
ATTEST:
/s/ [ILLEGIBLE]
- ----------------------
Counsel
STATE STREET BANK AND TRUST COKPANY
BY: /s/ [ILLEGIBLE]
----------------------
Vice President
ATTEST:
/s/ [ILLEGIBLE]
- ----------------------
Assistant Secretary
-13-
[Letterhead of The Guardian Life Insurance Company of America]
April 16, 1992
The Guardian Cash Fund, Inc.
201 Park Avenue South
New York, New York 10003
To Whom it may concern:
As Counsel to The Guardian Cash Fund, Inc. (the "Fund"), I have general legal
supervision over the organization of the Fund and the preparation of any
post-effective amendment to its registration statement on Form N-1A which is
filed in connection with the offering of the Fund's shares of capital stock.
It is my opinion that: (a) the Fund is a corporation duly organized and validly
existing under the laws of the State of Maryland; (b) the Fund is authorized to
issue a total of one hundred million (100,000,000) shares; and (c) upon the
issuance of the shares in accordance with the Fund's Articles of Incorporation
and the receipt by the Fund of a purchase price not less than the net asset
value per share, the shares of the Fund will be legally issued and outstanding,
fully paid and non-assessable.
I consent to the use of this opinion in connection with the Fund's registration
statement, as amended, and to the reference to me under the heading "Legal
Opinions" in the Statement of Additional Information constituting part of the
post-effective amendment to the Fund's registration statement.
Sincerely,
/s/ Richard T. Potter, Jr.
Richard T. Potter, Jr.
Counsel to The Guardian Cash Fund, Inc.
Ex-99.10(b)
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 27, 1998
Ex-99.11(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the references 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 9, 1998 on the financial statements and financial
highlights of The Guardian Cash Fund, Inc.
ERNST & YOUNG LLP
New York, New York
April 27, 1998
Ex-99.11(b)
LETTERHEAD OF VEDDER, PRICE,
KAUFMAN & KAMMHOLZ
April 27, 1998
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. 17 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that ARTHUR V. FERRARA, whose
signature appears below, constitutes and appoints John N. Smith, Herbert N.
Grolnick 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.
Dated: March 28, 1991
/s/ Arthur V. Ferrara
---------------------
Signature
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Alexander M. Grant, whose
signature appears below, constitutes and appoints John M. Smith, Herbert N.
Grolnick 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.
Dated: April 10, 1991
/s/ Alexander M. Grant
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that FRANK L. PEPE, whose signature
appears below, constitutes and appoints John M. Smith, Herbert N. Grolnick 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.
Dated: March 28, 1991
/s/ Frank L. Pepe
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that JOHN C. ANGLE, whose signature
appears below, constitutes and appoints John M. Smith, Herbert N. Grolnick 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.
Dated: March 28, 1991
/s/ John C. Angle
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that LEO R. FUTIA, whose signature
appears below, constitutes and appoints John M. Smith, Herbert N. Grolnick 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.
Dated: March 28, 1991
/s/ Leo R. Futia
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that WILLIAM W. HEWITT, JR., whose
signature appears below, constitutes and appoints John M. Smith, Herbert N.
Grolnick 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.
Dated: March 28, 1991
/s/ William W. Hewitt, Jr.
--------------------------
Signature
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that SIDNEY I. LIRTZMAN, whose
signature appears below, constitutes and appoints John M. Smith, Herbert N.
Grolnick 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.
Dated: March 28, 1991
/s/ Sidney I. Lirtzman
----------------------
Signature
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that ROBERT G. SMITH, whose signature
appears below, constitutes and appoints John M. Smith, Herbert N. Grolnick 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.
Dated: March 28, 1991
/s/ Robert G. Smith
----------------------
Signature
