As filed with the Securities and Exchange Commission on April 25, 2000.
Registration Nos. 2-74905
811-3324
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
POST-EFFECTIVE AMENDMENT No. 20 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
AMENDMENT No. 20 |X|
(Check appropriate box or boxes)
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THE GUARDIAN CASH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
7 Hanover Square, New York, New York 10004
(Address of Principal Executive Offices)
Registrant's Telephone Number: (212) 598-8359
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Richard T. Potter, Jr., Esq.
c/o The Guardian Insurance & Annuity Company, Inc
7 Hanover Square
New York, New York 10004
(Name and Address of Agent for Service)
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It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b)
|X| on May 1, 2000 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on May 1, 2000 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>
PROSPECTUS
May 1, 2000
THE GUARDIAN
CASH FUND
INVESTMENT OBJECTIVE
THE GUARDIAN CASH FUND seeks as high a level of current income as is consistent
with preservation of capital and maintenance of liquidity.
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Availability of the Fund
Shares of the Fund are offered to the public only through ownership of variable
annuity contracts and variable life insurance policies issued by The Guardian
Insurance & Annuity Company, Inc. (GIAC).
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As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Fund's shares, nor has the Commission determined
that this prospectus is complete or accurate. It is a criminal offense to state
otherwise.
Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed
by, any bank or depository institution, are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency,
and involve investment risk, including possible loss of the principal amount
invested.
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T H E G U A R D I A N C A S H F U N D P R O S P E C T U S 1
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The Fund's principal investment strategies
The Cash Fund invests in money market instruments denominated in U.S. dollars.
The Fund primarily selects investments that present minimal credit risks, as
determined by Guardian Investor Services Corporation (GISC), the Fund's adviser,
in accordance with guidelines established by the Board of Directors. The
guidelines prescribe that the instruments acquired by the Cash Fund be rated
within the two highest short-term ratings categories assigned by nationally
recognized statistical ratings organizations. The Fund will primarily invest in
securities that have received the highest short-term ratings from at least two
of these ratings organizations, or that have received the highest rating from
the single ratings organization assigning a rating ("First Tier" securities). No
more than 5% of the value of the Fund's total assets may be invested in
securities rated lower than "First Tier".
The Fund selects investments that have terms of 13 months or less,
or which have a rate of interest that is readjusted at least once every 13
months. These investments include:
o U.S. government securities, such as Treasury bills or bonds
o commercial paper
o repurchase agreements
o certificates of deposit and short-term obligations issued by banks or
savings and loan associations.
Not insured or guaranteed
There is no assurance that the Fund will achieve its investment objectives. An
investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $10.00 per share, it is possible to
lose money by investing in the Fund.
The Cash Fund may also invest in unregistered commercial paper which is issued
in reliance on an exemption from registration under the federal securities laws.
The Fund maintains a dollar-weighted average portfolio maturity of 90 days or
less.
The Fund may not invest more than 5% of its total assets in the securities of
any one issuer, except for securities issued by the U.S. government or U.S.
government agencies.
Up to 25% of the Fund's net assets may be invested in U.S. dollar denominated
certificates of deposit issued by foreign branches of U.S. banks and by U.S.
branches of foreign banks - provided that each bank's net worth is at least $100
million. Certificates of deposit are debt instruments that pay interest.
Fund assets are valued at "amortized cost." See the section called Share price
for details.
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2 P R O S P E C T U S T H E G U A R D I A N C A S H F U N D
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<PAGE>
The principal risks of investing in the Fund
All investments, including those in money market funds, involve risk. The return
on money market instruments is typically lower than the return on stocks or
bonds, but the relative risks are also lower. Modest additional investment risk
is involved in holding securities that are not "First Tier" securities, since
these securities are less liquid and fluctuate more in value.
Investors face the risk that the issuers of debt securities purchased by the
Fund cannot pay interest or principal on the money owed. U.S. government
securities are substantially protected from financial or credit risk since they
are backed by the full faith and credit of the U.S. government. However, certain
government-sponsored agencies issue obligations which, while of the highest
credit quality, are supported only by the issuer's credit or right to borrow
from the U.S. Treasury.
The Fund's investments in certificates of deposit issued by foreign branches of
U.S. banks or U.S. branches of foreign banks may present additional and
different risks than U.S. obligations. These investments may be affected by
political, social or economic developments abroad, differences in auditing and
other financial standards and greater volatility.
How the Fund has performed
The bar chart and table below provide some indication of the risks of investing
in the Fund by showing how its performance has varied from year to year over the
last 10 years. The performance figures shown assume that all dividends and
distributions are reinvested in the Fund. This performance information does not
reflect separate account or variable insurance contract fees or charges. If
these fees and charges were reflected, the Fund's returns would be less than
those shown. Past results do not necessarily indicate how the Fund will perform
in the future.
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T H E G U A R D I A N C A S H F U N D P R O S P E C T U S 3
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Highest and lowest quarters
During the period shown in the bar chart, the highest and lowest returns,
respectively, for a quarter were:
Best quarter
1.58% for the quarter ended March 31, 1991.
Worst quarter
0.64% for the quarter ended June 30, 1993.
Year-by-year returns
Total Returns
(Years ended December 31)
1990..................................................................... 7.95%
1991..................................................................... 5.59%
1992..................................................................... 3.21%
1993..................................................................... 2.64%
1994..................................................................... 3.82%
1995..................................................................... 5.52%
1996..................................................................... 4.98%
1997..................................................................... 5.14%
1998..................................................................... 5.10%
1999..................................................................... 4.77%
Please refer to the prospectus for the variable annuity contract or variable
life insurance policy that offers the Fund to learn about expenses that will
affect your return.
Average annual total returns
This table shows the Fund's average annual total returns for the period ended
December 31, 1999.
1 year 5 years 10 years
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The Guardian Cash Fund 4.77% 5.12% 4.88%
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SPECIAL INVESTMENT TECHNIQUES
Illiquid securities and exempt commercial paper
Illiquid securities are either not readily marketable at their approximate value
within seven days, are not registered under the federal securities laws (unless
they are exempt from registration, as noted in the following paragraph), or are
otherwise viewed as illiquid by the Securities and Exchange Commission.
Repurchase agreements that mature in more than seven days are treated as
illiquid securities and may not exceed, in the aggregate, 10% of the Fund's
assets at any one time. The absence of trading can make it difficult to value or
dispose of illiquid securities. It can also adversely affect the Fund's ability
to calculate its net asset value or manage its portfolio.
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4 P R O S P E C T U S T H E G U A R D I A N C A S H F U N D
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<PAGE>
Securities which qualify under an exemption from registration under federal
securities laws for resales to institutional investors may be treated by the
Fund as liquid. If the Fund's adviser determines that these securities are
liquid under guidelines adopted by the Board of Directors, the Fund may purchase
them. Similarly, the Fund typically treats commercial paper issued in reliance
on an exemption from registration under federal securities laws as liquid.
Repurchase agreements
In a repurchase agreement transaction, the Fund purchases a debt security and
obtains a simultaneous commitment from the selling bank or securities dealer to
repurchase that debt security at an agreed time and price, reflecting a market
rate of interest. Repurchase agreements are fully collateralized by U.S.
government securities, bank obligations and cash or cash equivalents. Costs,
delays or losses could result if the seller became bankrupt or was otherwise
unable to complete the repurchase agreement. To minimize this risk, the
investment adviser evaluates the creditworthiness of potential repurchase
agreement counterparties using guidelines adopted by the Board of Directors.
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T H E G U A R D I A N C A S H F U N D P R O S P E C T U S 5
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FUND MANAGEMENT
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THE MANAGEMENT and affairs of the Fund are supervised by its Board of Directors.
The Fund's investment adviser
Guardian Investor Services Corporation (GISC) is the adviser for the Fund. GISC
is wholly owned by The Guardian Life Insurance Company of America (Guardian
Life), a New York mutual insurance company. GISC is located at 7 Hanover Square,
New York, New York 10004. GISC buys and sells securities, selects brokers to
effect transactions, and negotiates brokerage fees. GISC is the adviser to
several other mutual funds sponsored by Guardian Life, and it is the underwriter
and distributor of the Fund's shares and of variable annuity and variable life
insurance contracts issued by The Guardian Insurance & Annuity Company, Inc.
(GIAC).
The Fund pays GISC a management fee for its services at an annual rate of 0.50%
of average net assets.
Portfolio manager
Alexander M. Grant, Jr. has managed the Fund since 1986. Mr. Grant has been Vice
President of Guardian Life since March 1999. From January 1997 to March 1999, he
was a Second Vice President. Before that he was an Assistant Vice President.
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6 P R O S P E C T U S T H E G U A R D I A N C A S H F U N D
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<PAGE>
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BUYING AND SELLING FUND SHARES
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YOU CAN BUY THIS FUND only if you're a contractowner of a GIAC variable annuity
contract or variable life insurance policy that offers the Fund as an investment
option. GIAC buys and sells Fund shares based on premium allocation, transfer,
withdrawal and surrender instructions made by GIAC contractowners.
The Fund will ordinarily make payment for redeemed shares within three business
days after it receives an order from GIAC. The redemption price will be the net
asset value next determined after GIAC receives the contractowner's instructions
or request in proper form. The Fund may refuse to redeem shares or postpone
payment of proceeds during any period when:
o trading on the New York Stock Exchange (NYSE) is restricted
o the NYSE is closed for other than weekends and holidays
o an emergency makes it not reasonably practicable for the Fund to dispose
of assets or calculate its net asset value (NAV); or
o as permitted by the Securities and Exchange Commission.
See the prospectus for your GIAC variable annuity contract or variable life
insurance policy for more details about the allocation, transfer and withdrawal
provisions of your annuity or policy.
Share price
The share price of the Fund is calculated each day that the NYSE is open. The
price is set at the close of trading on the NYSE or 4 p.m. Eastern time,
whichever is earlier. The price is based on the Fund's current NAV.
NAV is the value of everything a Fund owns, minus everything it owes, divided by
the number of shares investors hold.
To maintain its NAV of $10.00 per share, the Fund has chosen to value its
portfolio on the basis of amortized cost in accordance with Rule 2a-7 of the
Investment Company Act of 1940. All securities purchased by the Fund must be
U.S. dollar denominated and have a remaining maturity of thirteen months or
less. Also, according to the rule, the Fund must maintain a dollar-weighted
average portfolio maturity of 90 days or less. Dollar-weighted average maturity
means the average time until the Fund's investments come due, or mature. The
higher the dollar value of an investment the more it counts in calculating the
average.
The rule further states that the Fund must invest only in securities that are
considered to present minimal risk. Eligible securities are those ranked within
the two highest rating categories by nationally recognized statistical rating
organizations, or unrated securities that GISC considers to be of comparable
quality.
The amortized cost method does not take into account unrealized gains or losses.
The acquisition cost of a security purchased by the Fund is
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T H E G U A R D I A N C A S H F U N D P R O S P E C T U S 7
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<PAGE>
adjusted for amortization of any discount or premium at a constant daily rate to
maturity. Although this method provides the Fund with certainty in valuation, it
may also result in valuations of portfolio securities which are higher or lower
than the price which the Fund may receive upon immediate sale.
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 and
reports the results quarterly to the Board. 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 Board.
Dividends, distributions and taxes
Net investment income and net capital gains that are distributed to GIAC's
separate account by the Fund are reinvested by GIAC in additional shares of the
Fund at NAV. GIAC contractowners will be notified when these 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 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 Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended, so long as such qualification is in the best interests of its
shareholders. Further, the Fund intends to meet certain diversification
requirements applicable to mutual funds underlying variable insurance products.
As a qualified regulated investment company, the Fund is generally not subject
to Ferderal income tax on the part of its investment company taxable income
(including any net capital gains) which it distributes to shareholders. It is
the Fund's intention to distribute all such income and gains.
The prospectuses for GIAC's variable annuities and variable life insurance
policies contain a summary description of the federal income tax treatment of
distributions from such contracts. 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 about the Fund
The Fund does not currently foresee any disadvantages to contractowners arising
from the fact that it offers shares to both variable annuity contract and
variable life insurance policy separate accounts. The Board monitors events to
ensure there are no material irreconcilable differences between or among
contractowners. If such a conflict should arise, one or more GIAC separate
accounts may withdraw their investment in the Fund. This could possibly force
the Fund to sell portfolio securities at disadvantageous prices.
If circumstances make it necessary to create separate portfolios for variable
annuity and variable life insurance accounts, GIAC will bear the expenses
involved in setting up the new portfolios. However, the ongoing expenses
contractowners ultimately pay would likely increase because of the loss of
economies of scale provided by the current arrangement.
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8 P R O S P E C T U S T H E G U A R D I A N C A S H F U N D
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<PAGE>
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FINANCIAL HIGHLIGHTS
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THE FINANCIAL HIGHLIGHTS table is intended to help you understand the financial
performance of the Fund over the past five years.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, are included in the
annual report, which is available upon request.
<TABLE>
<CAPTION>
For the year ended December 31
------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $10.00 $10.00 $10.00 $10.00 $10.00
-------- -------- -------- -------- --------
Income from investment operations
Net Investment Income 0.47 0.50 0.50 0.49 0.54
-------- -------- -------- -------- --------
Total from Investment Operations 0.47 0.50 0.50 0.49 0.54
Less distributions
Dividends (from Net Investment
Income) (0.47) (0.50) (0.50) (0.49) (0.54)
-------- -------- -------- -------- --------
Total Distributions (0.47) (0.50) (0.50) (0.49) (0.54)
-------- -------- -------- -------- --------
Net Asset Value, End of Period $10.00 $10.00 $10.00 $10.00 $10.00
-------- -------- -------- -------- --------
Total Return 4.77% 5.10% 5.14% 4.98% 5.52%
Ratios/Supplemental data
Net Assets, End of Period (000's omitted) $484,128 $419,483 $368,122 $378,322 $356,820
Ratio of Expenses to Average
Net Assets 0.53% 0.53% 0.54% 0.54% 0.54%
Ratio of Net Investment Income
to Average Net Assets 4.68% 4.99% 5.02% 4.86% 5.39%
</TABLE>
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T H E G U A R D I A N C A S H F U N D P R O S P E C T U S 9
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<PAGE>
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FOR MORE DETAILED INFORMATION
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ADDITIONAL INFORMATION about the Fund is available in the annual and semi-annual
reports to shareholders. In the Fund's annual report, you will find a discussion
of the market conditions and investment strategies that significantly affected
their performance during the past fiscal year. If more than one member of a
household owns shares of the Fund, only one copy of each shareholder report will
be mailed to that address.
The Fund's Statement of Additional Information contains additional information
about the Fund. It has been filed with the SEC and is incorporated in this
prospectus by reference. A free copy of the Fund's Statement of Additional
Information and most recent annual report and semi-annual report may be
obtained, and further inquiries can be made, by calling 1-800-221-3253 or by
writing Guardian Investor Services Corporation at 7 Hanover Square, New York,
New York 10004.
Information about the Fund (including the Statement of Additional Information)
can be reviewed and copied at the SEC's Public Reference Room in Washington D.C.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-202-942-8090. Reports and other information about the Fund
are available on the SEC's Internet site at http://www.sec.gov and copies of
this information may be obtained, upon payment of a duplicating fee, by
electronic request at [email protected], or by writing the Public Reference
Section of the SEC, Washington D.C. 20549-0102.
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.
1940 Act File No. 811-3324
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10 P R O S P E C T U S T H E G U A R D I A N C A S H F U N D
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<PAGE>
THE GUARDIAN CASH FUND, INC.
7 Hanover Square, New York, New York 10004
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STATEMENT OF ADDITIONAL INFORMATION
May 1, 2000
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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, 2000. The Fund's financial statements appear in the Fund's
Annual Report to Shareholders for the year ended December 31, 1999. The Annual
Report is incorporated by reference in this Statement of Additional Information.
A free copy of the Prospectus and Annual Report to Shareholders may be obtained
by writing to Guardian Investor Services Corporation(R), 7 Hanover Square, New
York, New York 10004 or by telephoning 1-800-221-3253. Please retain this
document for future reference.
TABLE OF CONTENTS
Page
----
Fund Organization .......................................... 2
Investment Strategies and Risk Considerations .............. 2
Investment Restrictions..................................... 2
Yield Calculations.......................................... 3
Portfolio Transactions and Brokerage........................ 3
Calculation of Net Asset Value ............................. 4
Dividends, Distributions and Taxes ......................... 4
Capital Stock .............................................. 4
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.................................................... 12
1
<PAGE>
FUND ORGANIZATION
The Fund is registered with the Securities and Exchange Commission as an
open-end, diversified, management investment company. It is incorporated in
Maryland and commenced its operations in 1981.
INVESTMENT STRATEGIES AND RISK CONSIDERATIONS
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. 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.
U.S. Treasury Bills: U.S. Treasury Bills are issued with maturities of up
to one year. Three month bills are currently offered by the Treasury on a
13-week cycle and are auctioned each week by the Treasury. Bills are issued in
bearer form only and are sold only on a discount basis, and the difference
between the purchase price and the maturity value (or the resale price if they
are sold before maturity) constitutes the interest income for the investor.
Certificates of Deposit: Certificates of deposit are negotiable receipts
issued by a bank or savings and loan association in exchange for the deposit of
funds. A certificate of deposit earns a specified rate of return over a definite
period of time. Normally a certificate can be traded in a secondary market prior
to maturity. Eurodollar certificates of deposit (Euro CDs) 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 (Yankee
CDs) are U.S. dollar-denominated deposits issued and payable by U.S. branches of
foreign banks. 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, 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.
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 a return that is insulated from
market fluctuations during the term of the agreement. 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 entire terms. 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. 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 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.
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;
2
<PAGE>
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" 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.
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.
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.
The Fund's current and effective yields for the seven-day periods ended
December 31, 1999 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, 1999):
Ending account value.......................................................... $10.01022765
Less -- beginning account value............................................... 10.00
Net change in account value....................................................... 0.01022765
Base period return = ($.01022765 / $10.00000)..................................... 0.01022765
Current yield (annualized) = ((.01022765 / 7) x 365).............................. 5.33%
Effective yield (annualized) = ((1 + (.01022765 / 7))^365) - 1.................... 5.48%
</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
3
<PAGE>
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, 1997, 1998 and 1999. 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.
CALCULATION OF NET ASSET VALUE
The Fund's portfolio securities are valued based upon their amortized
cost.
Under guidelines adopted by the Fund's Board of Directors to manage the
Fund's portfolio, GISC periodically reviews the relationship between the
amortized cost value per share and NAV based upon available indicators of market
value. If market value cannot be established for these reviews, assets are
valued at fair value as determined in good faith by or under the direction of
the Fund's Board of Directors. The reviews are conducted at such intervals as
are deemed reasonable in light of current market conditions. GISC reports the
results of its reviews to the Fund's Board of Directors.
If the Fund's market value NAV deviates from $10.00 per share based on
amortized cost by more than 1/2 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.
TAXES
The Guardian Cash Fund qualifies and intends to remain qualified to be
taxed as a regulated investment company under certain provisions of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"). So long as the Fund
qualifies as a regulated investment company and complies with the provisions of
the Code pertaining to regulated investment companies which distribute
substantially all of their net income (both net ordinary income and net capital
gains) to their shareholders, the Fund will not incur a tax liability on that
portion of its net ordinary income and net realized capital gains which have
been distributed to its shareholders. Accordingly, the Fund intends to
Distribute all or substantially all of its net investment income and net capital
gains,
To qualify for treatment as a regulated investment company, a Fund must,
among other things, (i) derive in each taxable year at least 90% of its gross
income from dividends, interest, payments with respect to securities loans,
gains from the sale or other disposition of stock or securities or foreign
currencies or other income (including gains from options, futures, or forward
contracts) derived in connection with the pursuit of its investment objectives;
(ii) must distribute to its shareholders for each taxable year at least 90% of
its investment company taxable income (consisting generally of net investment
income, net short-term capital gain, and net gains from certain foreign currency
transactions); and (iii) must be diversified such that at the close of each
quarter of the Fund's taxable year (a) at least 50% of the value of its total
assets consists of cash and cash items, U.S. Government securities, securities
of other regulated investment companies, and other securities that, with
respect to any one issuer, do not exceed 5% of the value of the Fund's total
assets and that do not represent more than 10% of the outstanding voting
securities of the issuer and (b) not more than 25% of the value of the Fund's
total assets are invested in securities (other than U.S. Government securities
or the securities of other regulated investment companies) of any one issuer.
The Code and its related Treasury Department regulations require mutual funds
that are offered through insurance company separate accounts to also meet
certain additional 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. If a Fund fails to qualify as a regulated
investment company, the Fund will be subject to federal, and possibly state,
corporate taxes on its taxable income and gains, distributions to its
shareholders will be taxed as ordinary dividend income to the extent of the
Fund's available earnings and profits, and owners of GIAC's variable annuities
and life insurance products could lose the benefit of tax deferral on
distributions made to the separate accounts. The prospectuses for GIAC's
variable annuities and variable life insurance policies describe the federal
income tax treatment of distributions from such contracts.
Generally, a regulated investment company must distribute substantially
all of its ordinary income and capital gains in accordance with a calendar year
distribution requirement in order to avoid a nondeductible 4% excise tax.
However, the excise tax does not apply to a fund whose only shareholders are
certain tax exempt trusts or segregated asset accounts of life insurance
companies held in connection with variable contracts. In order to avoid this
excise tax, the Fund intends to quality for this exemption or to make its
distributions in accordance with the calendar year.
Options, forward contracts, futures contracts and foreign currency
transactions entered into by the Fund will be subject to special tax rules.
These rules may accelerate income to the Fund, defer Fund losses, cause
adjustments in the holding periods of Fund securities, convert capital gain into
ordinary income and convert short-term capital losses into long-term capital
losses. As a result, these rules could affect the amount, timing and character
of Fund distributions.
Since the sole shareholder of the Fund will be separate accounts of GIAC,
no discussion is set forth herein as to the U.S. federal income tax consequences
at the shareholder level. For information concerning the U.S. federal income tax
consequences to purchasers of the GIAC contracts, see the Prospectus for such
contract.
The discussion of "Taxes" in the Prospectuses, in conjunction with the
foregoing, is a general and abbreviated summary of the applicable provisions of
the Code and U.S. Treasury Regulations currently in effect as interpreted by
U.S. Courts and the Internal Revenue Service. These interpretations can change
at any time. The above discussion covers only U.S. federal income tax
considerations with respect to the Fund. No attempt has been made to describe
any U.S. state and local tax consequences.
CAPITAL STOCK
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.
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 7 Hanover Square, New York, New York 10004 unless otherwise noted. The
"Guardian Fund Complex" referred to in this biographical information is
comprised of (1) the Fund, (2) The Guardian Variable Contract Funds, Inc.(a
series fund that issues its shares in four series), (3) The Guardian Bond Fund,
Inc., (4) The Park Avenue Portfolio (a series trust that issues its shares in
nine series) and (5) GIAC 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. All of the directors who are not "interested
persons" of the Fund serve on the Audit Committee of the Board of Directors. The
Audit Committee considers, among other things, the selection and review of the
Fund's independent auditors.
Each Fund Director is also a director of The Guardian Variable Contract
Funds, Inc., a series fund consisting of The Guardian Stock Fund, The Guardian
VC Asset Allocation Fund, The Guardian VC High Yield Bond Fund and The Guardian
VC 500 Index Fund, 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 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. 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, 1999. The Fund's officers and
directors had an aggregate interest of less than 1% in the Fund's outstanding
shares as of April 1, 2000.
4
<PAGE>
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 $53,700
William W. Hewitt, Jr.
Director $2,500 N/A N/A $53,700
Sidney I. Lirtzman
Director $2,500 N/A N/A $53,700
Carl W. Schafer
Director $2,500 N/A N/A $53,700
Robert G. Smith
Director $2,500 N/A N/A $53,700
</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* (77) Director Retired. Former Chairman of the Board and Chief Executive Officer, The Guardian
3800 South 42nd Street Life Insurance Company of America; Director 1/78-12/98. 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 (48) Secretary Vice President and Corporate Secretary, The Guardian Life Insurance Company of
America 3/96-present; Second Vice President and Corporate Secretary prior
thereto; Vice President and Secretary, Guardian Investor Services Corporation,
The Guardian Insurance & Annuity Company, Inc., and Park Avenue Securities LLC.
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. (51) 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* (69) 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. Manager of Park Avenue Securities LLC.
LEO R. FUTIA* (80) 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 various mutual funds within the Guardian Fund Complex. Director
(Trustee) of various mutual funds sponsored by Value Line, Inc. Manager of Park
Avenue Securities LLC.
</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. (49) Treasurer Vice President, The Guardian Life Insurance Company of America 3/99-present;
Second Vice President, Investments, 1/97-3/99; Assistant Vice President,
Investments prior thereto. Officer of various mutual funds within the Guardian
Fund Complex.
WILLIAM W. HEWITT, JR. (71) Director Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc.
P.O. Box 2359 Director (Trustee) of various 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.
FRANK J. JONES, Ph.D. (61) President Executive Vice President and Chief Investment Officer, The Guardian Life
Insurance Company of America. 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. Manager of Park Avenue
Securities LLC.
ANN T. KEARNEY (48) Controller Second Vice President, Group Pensions, The Guardian Life Insurance of America.
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. (68) Director Professor of Management 9/67-present and Interim President 9/99-present; and
38 West 26th Street Acting Dean of the Zicklin School of Business Management 2/95-9/99, City
New York, New York 10010 University of New York -- Baruch College. President, Fairfield Consulting
Associates, Inc. Director (Trustee) of various mutual funds within the Guardian
Fund Complex.
FRANK L. PEPE (57) 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. (45) Counsel Vice President and Equity Counsel, The Guardian Life Insurance Company of
America 1/96-present. Second Vice President and Equity Counsel prior thereto.
Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc.,
Guardian Investor Services Corporation, Guardian Asset Management Corporation,
Park Avenue Securities LLC and various mutual funds within the Guardian Fund
Complex.
JOSEPH D. SARGENT* (62) 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,
Park Avenue Securities LLC, and various mutual funds within the Guardian Fund
Complex. Manager of Park Avenue Securities LLC.
</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 (64) 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. (67) 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. SORELL (45) Vice President Vice President, The Guardian Life Insurance Company of America. 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, 2000, 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
7 Hanover Square, New York, New York 10004.
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, 1999, 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, 1997, 1998 and 1999, the Fund paid GISC
$1,955,040, $2,067,917, and $2,275,164 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.
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.
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, 1999. That Annual Report is
incorporated by reference in this Statement of Additional Information.
11
<PAGE>
APPENDIX
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 23. Exhibits
Number Description
(a) -- Articles of Incorporation(3)
(b) -- By-Laws(3)
(c) -- Not Applicable
(d) -- Investment Advisory Agreement(3)
(e)(i) -- Selected Dealers Agreement(1)
(e)(ii) -- Distribution Agreement(1)
(f) -- Not Applicable
(g) -- Custodian Agreement and Amendment to Custodian Agreement(3)
(h) -- Transfer Agency Agreement(3)
(i) -- Opinion and Consent of Counsel(3)
(j)(i) -- Consent of Counsel
(j)(ii) -- Consent of Ernst & Young LLP
(k) -- Not Applicable
(l) -- Letter from The Guardian Insurance & Annuity Company, Inc.
with respect to providing the initial capital for the
Registrant(1)
(m) -- Not Applicable
(n) -- Not Applicable
(o) -- Reserved.
(p) -- Not applicable: the Fund is a money market fund.
(q) -- Powers of Attorney executed by a majority of the Board of
Directors and certain principal officers of the Fund(4)
- ----------
(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.
(3) Incorporated by reference to Post-Effective Amendment No. 17 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-74905), filed
via EDGAR on April 27, 1998.
(4) Incorporated by reference to Post-Effective Amendment No. 19 to the
Registrant's registration statement on Form N-1A (Reg. No. 2-74905), filed
via EDGAR on April 30, 1999.
C-1
<PAGE>
Item 24. 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 29,
2000:
<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 Trust Company, FSB Federal Savings Bank 100%
Managed Dental Care, Inc. California 100%
Managed Dental Guard of Missouri, Inc. Missouri 100%
Managed Dental Guard of Texas, Inc. Texas 100%
Managed Dental Guard of Illinois, Inc. Illinois 100%
Fiduciary Insurance Company of America New York 100%
First Commonwealth Delaware 100%
Guardian Hanover Corporation New York 100%
Private Healthcare Systems, Inc. Delaware 15%
The Guardian Investment Quality Bond Fund Massachusetts 35%
The Guardian Tax-Exempt Fund Massachusetts 92%
The Guardian Baillie Gifford Massachusetts 19%
International Fund
The Guardian Asset Allocation Fund Massachusetts 10%
The Guardian Park Avenue Small Cap Fund Massachusetts 24%
The Guardian Baillie Gifford Massachusetts 60%
Emerging Markets Fund
Baillie Gifford Emerging Markets Fund Maryland 28%
Baillie Gifford International Fund Maryland 29%
The Guardian High Yield Bond Fund Massachusetts 88%
The Guardian Small Cap Fund Maryland 35%
The Guardian VC Asset Allocation Fund Maryland 94%
The Guardian VC High Yield Bond Fund Maryland 99%
The Guardian VC 500 Index Fund Maryland 99%
</TABLE>
The following list sets forth the persons directly controlled by
affiliates of Guardian Life, and thereby indirectly controlled by Guardian Life,
as of February 29, 2000:
<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 Variable Contract
Funds, Inc. Maryland 100%
The Guardian Park Avenue Fund Massachusetts 2%
GIAC Funds, Inc. Maryland 100%
Park Avenue Securities LLC Delaware 100%
</TABLE>
Item 25. Indemnification
Reference is made to Registrant's Articles of Incorporation which have
been filed as Exhibit Number 1 to Post-Effective Amendment No. 17 to the
Registration Statement on April 27, 1998 and are incorporated herein by
reference.
C-2
<PAGE>
Item 26. Business and Other Connections of Investment Adviser
Guardian Investor Services Corporation ("GISC") acts as the sole
investment adviser for the four series funds comprising The Guardian Variable
Contract Funds, Inc., namely: The Guardian Stock Fund, The Guardian VC Asset
Allocation Fund, The Guardian VC High Yield Bond Fund and The Guardian VC 500
Index Fund; The Guardian Cash Fund, Inc.; The Guardian Bond Fund, Inc.; and
seven of the nine 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, The Guardian High Yield Bond 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 7
Hanover Square, New York, New York 10004. 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 7 Hanover Square, New York, New York 10004.
<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.
Manager: Park Avenue Securities LLC.
William C. Warren Director Retired.
Director: The Guardian Life Insurance Company of America. Director: The Guardian
Insurance & Annuity Company, Inc. Manager: Park Avenue Securities LLC.
Peter L. Hutchings Director Executive Vice President and Chief Financial Officer: The Guardian Life Insurance
Company of America. Director: The Guardian Insurance & Annuity Company, Inc.
Director: Guardian Asset Management Corporation. Manager: Park Avenue Securities
LLC.
</TABLE>
C-3
<PAGE>
<TABLE>
<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. Manager: Park Avenue Securities LLC.
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.** Manager: Park Avenue Securities LLC.
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. Manager: Park Avenue Securities LLC.
</TABLE>
- --------------------------------------------------------------------------------
** Principal business address:711 Third Avenue, New York, NY 10017.
C-4
<PAGE>
<TABLE>
<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.* Manager: Park Avenue
Securities LLC.
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. Vice President & Vice President and Equity Counsel: The Guardian Life Insurance Company of America.
Counsel Counsel: The Guardian Insurance & Annuity Company, Inc., Guardian Asset Management
Corporation and various Guardian-sponsored mutual funds. Vice President and
Counsel: Park Avenue Securities LLC.
Donald P. Sullivan, Jr. Vice President Vice President: The Guardian Life Insurance Company of America since 3/99; Second
Vice President: prior thereto. Vice President: The Guardian Insurance & Annuity
Company, Inc.
Peggy L. Coppola Second Vice Second Vice President, Equity, The Guardian Life Insurance Company of America
President since September 1999; Assistant Vice President prior thereto. 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. Second Vice President: The Guardian Insurance & Annuity Company, Inc.
</TABLE>
- ----------
* Principal business address: 1 Rutland Court, Edinburgh EH#3 8EY, Scotland.
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 Vice President, The Guardian Life Insurance Company of America since 3/99; Second
President Vice President: Investments, prior thereto. Officer of various Guardian-sponsored
mutual funds.
Earl C. Harry Treasurer Treasurer: The Guardian Life Insurance Company of America. Treasurer, The Guardian
Insurance & Annuity Company, Inc.
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. Vice President and
Secretary: Park Avenue Securities LLC.
</TABLE>
Item 27. Principal Underwriters
(a) GISC is the principal underwriter and distributor of the nine series
funds comprising The Park Avenue Portfolio, namely: The Guardian Park Avenue
Fund, The Guardian Park Avenue Small Cap Fund, The Guardian Cash Management
Fund, The Guardian Investment Quality Bond Fund, The Guardian 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
Variable Contract Funds, 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 7 Hanover Square, New York, New York 10004.
<TABLE>
<CAPTION>
Position(s) Position(s)
Name with Underwriter with Registrant
----- --------------- -------------
<S> <C> <C>
Arthur V. Ferrara Director Director
Leo R. Futia Director Director
Peter L. Hutchings Director None
Philip H. Dutter Director None
William C. Warren Director None
Joseph D. Sargent Director Chairman
Frank J. Jones Director President
Bruce C. Long President & Director None
Frank L. Pepe Vice President & Controller Vice President
Richard T. Potter, Jr. Vice President and Counsel Counsel
Donald P. Sullivan, Jr. Vice President None
Ann T. Kearney Second Vice President Controller
Alexander M. Grant, Jr. Second Vice President Treasurer
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 28. 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 7 Hanover Square, New York, New York 10004.
Item 29. Management Services
None.
Item 30. Undertakings
Not applicable.
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 under rule 485(b) under the Securities Act 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 24th day of April, 2000.
THE GUARDIAN CASH FUND, INC.
By /s/ FRANK J. JONES
--------------------------------
Frank J. Jones
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/ FRANK J. JONES Date: April 24, 2000
- -------------------------------------
Frank J. Jones
Pursuant to a Power of Attorney
<PAGE>
THE GUARDIAN CASH FUND, INC.
Exhibit Index
Number Description
------ -----------
(j)(i) Consent of Counsel
(j)(ii) Consent of Ernst & Young LLP
Ex-99.23(j)(i)
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 21, 2000
Ex-99.23(j)(ii)
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 11, 2000 on the financial statements and financial
highlights of The Guardian Cash Fund, Inc.
ERNST & YOUNG LLP
New York, New York
April 21, 2000
