As filed with the Securities and Exchange Commission on April 30, 1998
Registration Nos. 811-4303; 2-97765
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 21
to
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
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THE GUARDIAN SEPARATE ACCOUNT B
(Exact name of trust)
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Depositor)
201 Park Avenue South, New York, New York 10003
(Complete address of depositor's principal executive offices)
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RICHARD T. POTTER, JR., ESQ.
The Guardian Insurance & Annuity Company, Inc.
201 Park Avenue South
New York, New York 10003
(Name and complete address of agent for service)
Copy to:
STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
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It is proposed that this filing will become effective (check appropriate
box):
|_| immediately upon filing pursuant to paragraph (b), or
|X| on May 1, 1998 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i), or
|_| on (date) pursuant to paragraph (a)(i) 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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The Registrant has registered an indefinite number of its securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. The notice required by such rule for the Registrant's most recent
fiscal year was filed on March 25, 1998.
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<PAGE>
CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
N-8B-2 Item Heading in Prospectus
----------- ---------------------
1,2,51(a).................... Cover Page
3............................ What is The Guardian Insurance & Annuity
Company, Inc. ("GIAC")?; The Guardian Separate
Account B (the "Account")
4............................ What Is Guardian Investor Services Corporation
("GISC")?; Distribution Agreement and Other
Selling Arrangements
5............................ What Is The Guardian Insurance & Annuity
Company, Inc. ("GIAC")?
6(a)......................... What Is The Guardian Separate Account B (the
"Account") and How Does It Operate?
6(b),7....................... Not Applicable
8............................ Financial Statements
9,10(a),(b).................. Not Applicable
10(c)........................ What Is the "Free Look" Period?; Right to
Examine a Policy ("Free Look"); How Does a
Policy's Cash Value Vary?; Cash Value Benefits
10(d)........................ Can a Policy Be Exchanged for a Fixed Life
Insurance Policy? Right to Exchange for Fixed
Life Insurance; How Can the Policyowner
Allocate the Account Value of a Policy?;
Allocation of Net Premium and Account Value
Among Investment Options
10(e)........................ Not Applicable
10(f)........................ Voting Rights
10(g),(h).................... Substitution of Investments
10(i),44(a),51(g)............ How Is the Premium Determined?; How Is the
Premium Allocated to the Account?; The Premium;
Underwriting; How Does a Policy's Death Benefit
Vary?; Death Benefit; Variable Insurance
Amount; What Is the Policy's Actual Rate Of
Return?; What Is a Policy's Excess Investment
Return?; The Policy's Excess Investment Return;
The Amount Invested: The Account Value; Other
Important Policy Provisions
11........................... Which Investment Divisions Invest in the
Funds?; Which Investment Divisions Invest in
the Trust?
12........................... The Funds; The Trust
13(a),(b),(c),51(g).......... Charges Deducted from the Premium; Charges
Under the Policy
13(d),(g).................... Not Applicable
(e),(f)...................... Charges Deducted from the Premium; Charges
Under the Policy
14........................... To Whom Is This Policy Available?; Underwriting
15........................... How Can the Policyowner Allocate the Account
Value of a Policy?; Allocation to the Account
16........................... Allocation of Net Premium and Account Value
Among Investment Options
17........................... Death Benefit; Cash Value Benefits
18........................... What Is The Guardian Separate Account B (the
"Account") and How Does It Operate?
19........................... Report to Policyowners
20........................... Not Applicable
<PAGE>
N-8B-2 Item Heading in Prospectus
----------- ---------------------
21(a,(b)).................... What Is the Loan Privilege?; What Is the Effect
of a Loan on the Policy?; Policy Loan
21(c),22,23.................. Not Applicable
24........................... Other Important Policy Provisions
25,27,29,48.................. What Is The Guardian Insurance & Annuity
Company, Inc. ("GIAC")?
26........................... Not Applicable
28........................... Management of GIAC
30,31,32,33,34,35,36,37...... Not Applicable
38,39,41(a).................. What Is Guardian Investor Services Corporation
("GISC")?; Distribution Agreement and Other
Selling Arrangements
40........................... The Funds; The Trust
41(b),(c),42,43.............. Not Applicable
44(b)........................ Not Applicable
44(c)........................ The Premium; Underwriting
45........................... Not Applicable
46(a),47..................... The Funds; The Trust
46(b)........................ Not Applicable
49,50........................ Not Applicable
51(b)........................ How Does This Policy Differ from a Traditional
Single Premium Life Insurance Policy?
51(c)........................ Death Benefit
51(e),(f).................... Other Important Policy Provisions
51(h),(i),(j)................ Not Applicable
52(a),(c).................... Substitution of Investments
52(b),(d).................... Not Applicable
53(a)........................ Charges Under the Policy
53(b),54,55,56,57,58......... Not Applicable
59........................... Financial Statements
<PAGE>
PROSPECTUS
May 1, 1998
VALUEPLUS
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Issued by
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
Executive Office:
201 Park Avenue South
New York, New York 10003
Customer Service Office:
P.O. Box 26210
Lehigh Valley, Pennsylvania 18002-6210
1-800-533-0099
Distributed by
GUARDIAN INVESTOR SERVICES CORPORATION(R)
201 Park Avenue South
New York, New York 10003
1-800-221-3253
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY ALL OF THE CURRENT
PROSPECTUSES FOR THE FOLLOWING: THE GUARDIAN STOCK FUND, INC.; THE GUARDIAN BOND
FUND, INC.; THE GUARDIAN CASH FUND, INC.; BAILLIE GIFFORD INTERNATIONAL FUND;
VALUE LINE CENTURION FUND, INC.; VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST;
AND THE SMITH BARNEY FUND OF STRIPPED ("ZERO") U.S. TREASURY SECURITIES, SERIES
A.
<PAGE>
PROSPECTUS
May 1, 1998
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
This Prospectus describes the Single Premium Variable Life Insurance Policy
(the "Policy/Policies") offered by The Guardian Insurance & Annuity Company,
Inc. ("GIAC"). The Policy is designed to provide lifetime insurance coverage on
the insured named in the Policy. However, a Policy may be surrendered for its
net cash value while the insured is living, in which case all insurance coverage
ends. The death benefit and cash values under a Policy will vary based on the
performance of the investment divisions comprising The Guardian Separate Account
B (the "Account"), which invests in certain mutual funds and a unit investment
trust. The Account's investment divisions are collectively referred to in this
Prospectus as the "investment options."
From the date that the completed application for the Policy, including the
premium payment, is submitted to GIAC and the investment date (i.e., the later
of 45 days from the date of the completed application or 10 days after the
Policy is issued), the premium will be allocated to the investment division
investing in The Guardian Cash Fund, Inc. On the investment date, the account
value will be allocated to up to four of the investment options, as designated
by the Policyowner.
Six of the Account's investment divisions buy shares of the following
mutual funds: The Guardian Stock Fund, Inc., The Guardian Bond Fund, Inc., The
Guardian Cash Fund, Inc., Baillie Gifford International Fund, Value Line
Centurion Fund, Inc. and the Value Line Strategic Asset Management Trust (the
"Funds/Fund"). One other investment division of the Account buys units of the
Smith Barney Fund of Stripped ("Zero") U.S. Treasury Securities, Series A which
is comprised of one unit investment trust (the "Trust"). Each Fund and the Trust
are described in separate prospectuses that accompany this Prospectus.
Under federal income tax law, the Policy is generally treated as a modified
endowment contract. Accordingly, all distributions from the Policy, including
Policy loans and surrenders, are fully taxable to the extent of income in the
Policy and may be subject to adverse tax consequences and/or penalties (see
"Federal Tax Considerations").
Regardless of a Policy's underlying investment performance, the death
benefit can never be less than the Guaranteed Insurance Amount provided by the
Policy (with the proceeds payable reduced by any outstanding Policy debt).
During the first Policy month, the death benefit equals the Guaranteed Insurance
Amount. Afterwards, the death benefit may increase or decrease on a monthly
basis, depending on the performance of the investment options designated by the
owner for allocation of the account value. However, the death benefit will never
decrease below the Guaranteed Insurance Amount (with the proceeds payable
reduced by any outstanding Policy debt).
(continued on next page)
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 MUST BE ACCOMPANIED
OR PRECEDED BY THE CURRENT PROSPECTUSES OF THE FUNDS AND THE TRUST.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
1
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A Policy's cash value may increase or decrease on any day, depending on
investment performance. No minimum amount of cash value is guaranteed. In early
Policy years, the cash value may be lower than the single premium accumulated at
interest. Therefore, a Policy should be purchased only if the owner intends to
keep it in effect for a reasonable period of time.
When another life insurance contract that has not been treated as a
modified endowment contract is exchanged for a Policy that is supplemented by a
seven-year fixed benefit level term rider ("Term Rider"), then the Policy
received as a result of the exchange should not be treated as a modified
endowment contract. The Term Rider provides an additional guaranteed amount of
insurance for the first seven (7) years that the Policy is in force. When the
Term Rider expires, the guaranteed death benefit decreases by the face amount of
the Term Rider, and thereafter equals the Guaranteed Insurance Amount provided
by the Policy without a Term Rider. The Term Rider has no effect on the Variable
Insurance Amount. THE TERM RIDER WILL ONLY BE ISSUED IN THOSE STATES WHERE IT IS
AVAILABLE AND ONLY TO APPLICANTS WHO WISH TO ACQUIRE A POLICY BY EXCHANGING A
LIFE INSURANCE CONTRACT THAT WAS NOT TREATED AS A MODIFIED ENDOWMENT CONTRACT
PRIOR TO THE EXCHANGE. See "Federal Tax Considerations" and "Other Important
Policy Provisions."
Certain deductions and charges are assessed against the single premium paid
under a Policy before allocation to the Account (see "Charges Deducted from the
Premium"). Initially, GIAC will add the amount of these charges (the "Policy
loading") to the Policy's account value. GIAC will recover the entire Policy
loading from the Policy's account value by subtracting it in equal installments
at the beginning of the second through eleventh Policy years. During the period
of time that any portion of the Policy loading is included in the Policy's
account value, the benefits under the Policy will be greater if the actual rate
of return is greater than zero, but will create larger decreases in benefits if
the actual rate of return is zero or less (see "Variable Insurance Amount").
A Policy may be returned and cancelled as provided in the "free look"
provision (see "Right to Examine a Policy"). A Policy also may be exchanged for
fixed life insurance under certain conditions (see "Right to Exchange for Fixed
Life Insurance" and "Substitution of Investments").
It may not be advantageous to replace existing insurance with a Policy. In
addition, employers and employee organizations should consider whether it is
appropriate to purchase a Policy for any employment-related insurance or benefit
program (see "Legal Considerations for Employers").
2
<PAGE>
CONTENTS
Page
----
SUMMARY OF THE POLICY AND UNDERLYING INVESTMENT OPTIONS.................... 4
THE POLICY................................................................. 11
Death Benefit.......................................................... 11
Variable Insurance Amount.............................................. 11
The Premium............................................................ 14
Underwriting........................................................... 14
Charges Deducted from the Premium...................................... 15
Allocation to the Account.............................................. 15
Allocation of Net Premium and Account Value Among Investment Options... 16
The Amount Invested: The Account Value................................. 17
Charges Under the Policy............................................... 17
The Policy's Excess Investment Return.................................. 18
Cash Value Benefits.................................................... 19
Policy Loan............................................................ 19
Right to Exchange for Fixed Life Insurance............................. 21
Right to Examine a Policy ("Free Look")................................ 21
Distribution Agreement and Other Selling Arrangements.................. 21
Federal Tax Considerations............................................. 21
Legal Considerations for Employers..................................... 24
Voting Rights.......................................................... 24
Reports to Policyowners................................................ 25
THE INVESTMENT OPTIONS..................................................... 26
The Guardian Separate Account B (the "Account")........................ 26
The Funds.............................................................. 26
The Trust.............................................................. 28
Substitution of Investments............................................ 29
OTHER INFORMATION.......................................................... 30
Management of GIAC..................................................... 30
State Regulation....................................................... 33
Legal Proceedings...................................................... 34
Legal Matters.......................................................... 34
Registration Statement................................................. 34
Independent Accountants................................................ 34
Experts................................................................ 34
Financial Statements................................................... 34
The Guardian Separate Account B..................................... 35
The Guardian Insurance & Annuity Company, Inc. (Statutory Basis).... 46
ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES............................ 62
OTHER IMPORTANT POLICY PROVISIONS.......................................... 68
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.
THE POLICIES OR CERTAIN INVESTMENT OPTIONS MAY NOT BE AVAILABLE IN ALL STATES.
THE TERM RIDER MAY NOT BE AVAILABLE IN ALL STATES IN WHICH THE POLICIES ARE
AVAILABLE.
THE PRIMARY PURPOSE OF THE POLICIES IS TO PROVIDE INSURANCE PROTECTION FOR THE
BENEFICIARY NAMED IN EACH POLICY. NO CLAIM IS MADE THAT THE POLICIES ARE IN ANY
WAY SIMILAR OR COMPARABLE TO AN INVESTMENT IN A MUTUAL FUND.
3
<PAGE>
SUMMARY OF THE POLICY AND UNDERLYING INVESTMENT OPTIONS
The following summary is qualified in its entirety by: (1) the terms of the
Policy issued to the Policyowner; (2) the more detailed information contained in
this Prospectus; and (3) the accompanying prospectuses for the underlying
investment options (i.e., the Funds and the Trust). Unless otherwise noted, the
term "Policy" refers to the Policy exclusive of the Term Rider.
How Does This Policy Differ from a Traditional Single Premium Life Insurance
Policy?
Like other single premium life insurance policies, the Policy provides a
death benefit that is payable to the beneficiary upon the insured's death.
Unlike a traditional fixed single premium life insurance policy, the Policy
owner chooses how the account value is allocated among an array of investment
options. The owner can select up to four of the investment options available
under the Policy.
Like conventional life insurance policies, a Policy provides a guaranteed
minimum death benefit (also known as the "face amount" or the "Guaranteed
Insurance Amount").
Unlike traditional life insurance, the death benefit may increase above the
Guaranteed Insurance Amount (i.e., the face amount). There can be no assurance,
however, that this will occur. A Policy's death benefit may increase or decrease
on a monthly basis, depending on the underlying performance of the investment
options selected by the owner. Regardless of investment return, the death
benefit can never be less than a Policy's Guaranteed Insurance Amount (with the
proceeds payable reduced by any outstanding Policy debt).
The Policyowner bears the risk that any amount of death benefit that
exceeds the Guaranteed Insurance Amount can change on each monthly Policy date.
During a Policy month, GIAC bears the risk for any daily change, but the
Policyowner forgoes any intra-month increase in death benefit until the next
monthly Policy date if investment results remain favorable. GIAC bears the
investment risk for the entire Guaranteed Insurance Amount, for which GIAC
imposes a risk charge (see "Charges Deducted from the Premium").
Like other life insurance, the owner can cancel a Policy while the insured
is living and receive its net cash value.
Unlike traditional life insurance, a Policy offers the opportunity for
appreciation of its account value based upon investment results. There can be no
assurance that such appreciation will occur. The account value may increase or
decrease on any day, depending on the underlying performance of the investment
options selected by the Policyowner.
The owner bears the investment risk for growth or loss in the cash value,
since no minimum amount is guaranteed. In a traditional fixed-benefit life
insurance policy, cash values are guaranteed as set forth in those policies.
Who Can Buy a Policy?
GIAC will issue a Policy to a purchaser who resides in a state or
jurisdiction where the Policy may be offered to insure the life of anyone 75
years old, or under, who meets GIAC's underwriting requirements. Individual
consideration will be given for proposed insureds over age 75. The insured and
the Policyowner may be the same person or different people.
4
<PAGE>
How Is the Premium Determined?
The premium amount depends on a Policy's face amount and the insured's sex,
insurance age and rating class. Where distinctions between men and women are
prohibited in determining premiums for Policies, GIAC will use sex-neutral
actuarial tables.
The minimum single premium is $5,000.
How Is the Premium Allocated to the Account?
The premium is allocated to the Account on the Policy date and becomes the
Policy's account value. The net premium, which equals the premium less the
Policy loading, is the cash value on the Policy date and is also used to
determine the face amount. The term "Policy loading" is defined in the next
answer.
The Policy date is either the date of the completed application or the date
the premium is received, if GIAC receives the payment more than five business
days after it receives the completed application. On the Policy date, GIAC also
allocates the Policy loading to the Account thereby increasing the Policy's
account value by the amount of the Policy loading.
At the beginning of each of Policy years two through eleven, GIAC will
recover 10% of the Policy loading by deducting it from the account value. This
means that the Policy loading to which GIAC is entitled as of the Policy date
will actually be paid over time, and the owner is entitled to any gains (and
experiences any losses) on the portion of the Policy loading that remains in the
account value. (See "Allocation to the Account".)
What Charges Are Deducted from the Policy?
GIAC deducts charges known as the "Policy loading" from the single premium.
These charges consist of: (a) a sales load equal to 4% of the single premium;
(b) an administrative expenses charge not to exceed $500; (c) a charge for state
premium taxes equal to 2.25% of the single premium; and (d) a risk charge of
1.0% or 1.5% of the single premium depending on the insured's risk
classification. The 2.25% premium tax charge deducted from all Policies is an
approximate average of the premium taxes that GIAC expects to pay in all states
for the Policies. (See "Charges Deducted from the Premium" for more information
concerning these charges.)
A charge for the cost of insurance is calculated daily to determine the
Policy's cash value. GIAC's cost of insurance rates are based on age, sex and
risk classifications. GIAC also charges the Account for the mortality and
expense risks it assumes under the Policies. The mortality and expense risk
charge is deducted daily at an effective annual rate of .50% of the Account's
assets. In addition, GIAC charges the investment division that invests in the
Trust at an effective annual rate of .25% of the Trust's assets to reimburse
GIAC for transaction charges it incurs in connection with the Trust. This latter
charge may be increased in the future but in no event will it exceed an
effective annual rate of .50%. Investment advisory fees and other expenses are
deducted from the assets of each of the Funds (see "Charges Under the Policy").
Currently, GIAC does not charge the Account for its Federal income taxes
since GIAC does not currently expect to incur Federal income taxes that are
attributable to the Account. However, if GIAC does incur Federal income taxes
that are attributable to the Account or the Policies, it may make a charge for
those taxes (see "Possible Charge for GIAC Income Taxes").
How Does a Policy's Death Benefit Vary?
The death benefit of the Policy is the Guaranteed Insurance Amount plus the
Variable Insurance Amount, if positive. The Variable Insurance Amount is zero
during the first Policy month. The Variable Insurance Amount
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reflects the cumulative amount of variable insurance purchased by each month's
excess investment return (see "The Policy's Excess Investment Return"). GIAC
calculates the excess investment return each month; it may be positive or
negative. The excess investment return depends on the actual rate of return for
the investment options selected by the Policyowner (see "The Policy's Excess
Investment Return"). If the excess investment return is positive, the Variable
Insurance Amount increases by the amount of insurance that can be purchased by
the dollar amount of excess investment return.
Even in months when the Variable Insurance Amount increases, it is possible
that the death benefit may not exceed the Guaranteed Insurance Amount. This can
occur, for example, if the Variable Insurance Amount had been negative and the
increase in the Variable Insurance Amount is not sufficient to make the Variable
Insurance Amount positive.
When the excess investment return under a Policy is negative, GIAC cancels
an amount of Variable Insurance that is equal to the amount of Variable
Insurance that would have been purchased if the return was positive. The
Variable Insurance Amount can be less than zero, but the death benefit will not
be lower than the Guaranteed Insurance Amount (see "Death Benefit").
On each Policy anniversary, GIAC can adjust the Variable Insurance Amount
for Policies issued in the preferred and standard risk classifications based on
certain assumed favorable mortality results (see "Underwriting").
What Is the Policy's Actual Rate of Return?
The actual rate of return under a Policy reflects: (a) increases or
decreases in the net asset value of each Fund's shares plus any distribution
made during a Policy month by a Fund; (b) increases or decreases in the value of
the Trust's units plus any distribution made during a Policy month by the Trust;
and (c) interest credited to the owner on any Policy loan collateral; minus (d)
all charges assessed under the Policy's terms. (See "The Policy's Excess
Investment Return".)
What Is a Policy's Excess Investment Return?
A Policy's excess investment return is the dollar amount of the Policy's
account value at the beginning of a Policy month multiplied by the actual rate
of return for that month; minus the cash value at the beginning of the Policy
month multiplied by 1/12th of 4%. Remember that the account value during the
first 10 Policy years exceeds the cash value by the amount of the unrecovered
Policy loading. Hence, the excess investment return can be favorably or
unfavorably affected by the actual returns on the unrecovered Policy loading.
How Does a Policy's Cash Value Vary?
On the Policy date the cash value equals the net premium. Thereafter, the
cash value of a Policy may increase or decrease from day to day depending upon
the excess investment return. (See "Cash Value Benefits".) There is no minimum
guaranteed cash value. A Policy may be surrendered at any time for its net cash
value, which is the cash value minus any Policy debt. A surrender may have
Federal income tax consequences to the Policyowner. (See "Federal Tax
Considerations".)
What Is The Guardian Separate Account B (the "Account") and How Does it Operate?
The Account was established by GIAC's Board of Directors under the laws of
Delaware in November 1984. The Account meets the definition of "separate
account" under the Federal securities laws and is registered with the Securities
and Exchange Commission ("SEC") as a unit investment trust. The Account is used
only to support
6
<PAGE>
the variable life insurance policies described in this Prospectus (see "The
Guardian Separate Account B"). It is not part of GIAC's general account.
The variable life insurance benefits for the Policies are provided through
investments made in the Account. There are currently seven investment divisions
within the Account, six of which invest in shares of the Funds (see "The Funds")
and one of which invests in units of the Trust (see "The Trust"). The Account's
financial statements appear in this Prospectus.
How Can the Policyowner Allocate the Account Value of a Policy?
On the Policy date, GIAC will allocate the premium to the investment
division which invests in The Guardian Cash Fund. On the investment date (i.e.,
the later of 45 days from the date of the completed application or 10 days after
issuance of the Policy), GIAC will allocate the account value among the
investment options selected by the Policyowner on the Policy application or in
any change received by GIAC. The Policyowner may request transfers among the
investment options by writing to or telephoning GIAC. Units of the Trust may not
always be available for allocations or transfers. See "Allocation of Net Premium
and Account Value Among Investment Options."
Which Investment Divisions Invest in the Funds?
Six of the Account's investment divisions invest in the Funds (the "Fund
Division(s)"). The Fund Divisions and the primary investment objectives of their
corresponding Funds are:
Fund Division Primary Investment Objective of Fund
- ------------- ------------------------------------
The Stock Fund Division which invests Long-term growth of capital
in The Guardian Stock Fund (the
"Stock Fund")
The Bond Fund Division which invests Maximum income without undue risk of
in The Guardian Bond Fund (the principal
"Bond Fund")
The Cash Fund Division which invests High current income consistent with
in The Guardian Cash Fund (the preservation of capital and
"Cash Fund") liquidity
The International Fund Division which Long-term capital appreciation
invests in Baillie Gifford
International Fund ("International
Fund"), a series of GIAC Funds,
Inc.
The Centurion Fund Division which Long-term growth of capital
invests in Value Line Centurion
Fund (the "Centurion Fund")
The Strategic Trust Division which High total investment return with
invests in Value Line Strategic reasonable risk
Asset Management Trust ("Strategic
Trust")
The Cash Fund, the Stock Fund and the Bond Fund are advised by Guardian
Investor Services Corporation ("GISC"). The International Fund is advised by
Guardian Baillie Gifford Limited. The Strategic Trust and the Centurion Fund are
advised by Value Line, Inc. Each Fund pays an investment advisory fee and bears
certain Fund expenses as explained in this Prospectus and discussed in the
accompanying prospectuses for the Funds.
Which Investment Division Invests in the Trust?
One of the Account's investment divisions invests in units of the Trust
(the "Trust Division"). The Trust currently available for investment by the
Trust Division has a maturity date in 2004. The Trust invests in zero coupon
debt obligations issued by the United States of America and receipts and
certificates for such zero coupon obligations.
Smith Barney Inc. ("SB"), a subsidiary of The Travelers Inc., is the
sponsor of the Trust and sells units of the Trust to the Trust Division. The
price of these units includes a transaction charge which GIAC pays to SB out of
GIAC's general account assets. By agreement between GIAC and SB, the transaction
charge is not greater
7
<PAGE>
than that ordinarily paid by a dealer for similar securities. GIAC is reimbursed
for the amounts it pays to SB through a daily asset charge against the assets of
the Trust Division. The effective annual rate of this charge is .25% of the
assets in the Trust Division. This charge may be increased, but in no event will
it exceed .50% of the assets in the Trust Division because it is cost-based
(taking into account a loss of interest) with no anticipated element of profit
for GIAC.
Account values allocated to the Trust Division may fluctuate widely from
day to day because the prices of zero coupon obligations are more sensitive to
interest rate changes than conventional bonds. Fluctuations should become less
pronounced as maturities shorten.
The Trust is explained in this Prospectus and discussed in the accompanying
prospectus for the Trust.
Is the Death Benefit Excludable from Gross Income for Federal Income Tax
Purposes?
The death benefit under a Policy should be fully excludable from the
beneficiary's gross income for Federal income tax purposes. However, pre-death
distributions from a Policy, including policy loan proceeds, can be taxable as
income and may be subject to tax penalties. (See "Federal Tax Considerations.")
What Is the Federal Income Tax Treatment of Cash Value Increases?
The Policyowner should not be deemed to be in constructive receipt of
increases in the cash value that are not distributed from the Policy. Most
Policies entered into after June 20, 1988 will be treated as modified endowment
contracts under the Internal Revenue Code of 1986, as amended, and its related
rules and regulations (the "Code"). Hence, all Policy loans, surrenders or other
benefits paid in advance of death will be wholly or partially taxable
distributions. Under the Code, taxable earnings are distributed before the
investment in the Policy (i.e., the Policyowner's basis). Prior to age 59 1/2,
pre-death distributions are generally subject to a 10% penalty tax. (See
"Federal Tax Considerations.")
Different rules may apply to Policies entered into before June 21, 1988
(see "Cash Value Benefits" and "Federal Tax Considerations") or to Policies that
are issued with Term Riders upon certain exchanges (see "Other Important Policy
Provisions"). Exchanging another life insurance contract for a Policy may have
Federal income tax consequences.
What Is the Loan Privilege?
The Policyowner may borrow up to 90% of the Policy's cash value (less any
outstanding loans and loan interest) from GIAC. The minimum loan amount is $500.
The Policy will be the only security required for the loan. The Policyowner may
repay all or part of the loan at any time while the insured is living or within
60 days after the date of the insured's death. The minimum loan repayment amount
is the lesser of $500 or the outstanding loan balance.
GIAC charges interest on outstanding loans at an annual rate of 4.75%. If
interest is not paid when due, GIAC will add it to the outstanding loan balance.
Loans from Policies that are modified endowment contracts and past due loan
interest that is added to such loans are treated as taxable distributions (see
"Federal Tax Considerations").
What Is the Effect of a Loan on the Policy?
While a loan is outstanding, GIAC holds that portion of the cash value that
equals the loan amount in its general account. Cash values held in the general
account as collateral for Policy loans earn interest at an annual rate of 4%.
GIAC does not consider this loan collateral when it calculates a Policy's excess
investment return.
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Accordingly, the Variable Insurance Amount and the cash value can be permanently
affected by a loan, whether or not repaid. GIAC subtracts the amount of any
outstanding Policy debt (i.e., the current loan balance plus accrued loan
interest) from the death benefit or cash value upon settlement (see "Policy
Loan"). If the Policy debt exceeds the cash value, GIAC will terminate the
Policy. In addition, if the Policy lapses with a loan outstanding, adverse tax
consequences may result.
Under the current Federal law, a loan taken from a Policy which is treated
as a modified endowment contract may be taxable as ordinary income. Moreover,
with only limited exceptions, a 10% penalty tax will be imposed on the portion
of any loan amount that is includible in income. (See "Federal Tax
Considerations".)
What Is The Guardian Insurance & Annuity Company, Inc. ("GIAC")?
GIAC is the issuer of the Policies described in this Prospectus. GIAC is a
stock life insurance company which was incorporated in the State of Delaware in
1970. Its executive offices are located at 201 Park Avenue South, New York, New
York 10003. GIAC underwrites and administers the Policies from its Customer
Service Office, P.O. Box 26210, Lehigh Valley, Pennsylvania 18002-6210. GIAC is
authorized to do business in all 50 states and the District of Columbia and had
total assets (statutory basis) of over $7.9 billion as of December 31, 1997.
GIAC is 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. Guardian Life maintains its executive offices at 201 Park Avenue
South, New York, New York 10003. Guardian Life had total assets (statutory
basis) in excess of $14.3 billion as of December 31, 1997. The assets of
Guardian Life do not back any liabilities of GIAC for benefits payable under the
Policies.
GIAC's statutory basis financial statements appear in this Prospectus.
What Is Guardian Investor Services Corporation ("GISC")?
GISC is wholly owned by GIAC. GISC was incorporated in the State of New
York in 1968. GISC provides marketing services to GIAC and is the principal
underwriter and distributor of the Policies. (See "Distribution Agreement and
Other Selling Arrangements".) GISC is registered with the SEC as a broker-dealer
and is a member of the National Association of Securities Dealers, Inc.
("NASD"). GISC is also registered with the SEC as an investment adviser and
provides investment advisory services to the Stock Fund, Bond Fund and Cash
Fund. GISC also serves as manager of one other open-end investment company. (See
"The Funds".)
The Policies are sold by registered representatives of GISC who are also
licensed life insurance agents of GIAC. The Policies are also sold by registered
representatives of other registered broker-dealers, including SB and Value Line
Securities, Inc. which have entered into sales agreements with GISC. Registered
representatives of these firms must also be licensed agents of GIAC. (See
"Distribution Agreement and Other Selling Arrangements".)
What Is the "Free Look" Period?
GIAC will refund the entire premium paid for a Policy if the Policy is
returned within 10 days after the owner receives it or 45 days after the
application for the Policy was signed, whichever is later. Longer periods apply
in certain states. (See "Right to Examine a Policy ("Free Look").")
Can a Policy Be Exchanged for a Fixed Life Insurance Policy?
The Policyowner may exchange this Policy for a fixed single premium whole
life insurance policy on the life of the insured, without evidence of
insurability, within 24 months of this Policy's issue date subject to certain
9
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conditions. (See "Right to Exchange for Fixed Life Insurance".) Under certain
circumstances, a Policy may also be exchanged in accordance with state insurance
regulations. (See "Substitution of Investments".)
What Is the Effect of Exchanging Another Life Insurance Contract for a Policy?
Even though newly issued Policies are generally treated as "modified
endowment contracts" under federal law, GIAC believes that a Policy received in
exchange for another life insurance contract may not be so treated if: (1) the
exchanged life insurance contract was not treated as a modified endowment
contract prior to the exchange; and (2) a portion of the exchanged life
insurance contract's cash value is applied to acquire a seven-year fixed-benefit
level term insurance rider ("Term Rider") to the Policy received as a result of
the exchange. The Term Rider provides an additional guaranteed amount of
insurance which increases the Guaranteed Insurance Amount available under the
Policy received upon the exchange for the first seven (7) years that such Policy
is in force.
The Term Rider expires after the Policy has been in force for seven (7)
years. When the Term Rider expires, the guaranteed death benefit decreases by
the face amount of the Term Rider to the Guaranteed Insurance Amount provided by
the Policy without the Term Rider. The Term Rider has no effect on the Variable
Insurance Amount under a Policy.
Policies received as a result of all other exchanges will generally be
treated as modified endowment contracts. (See "Federal Tax Considerations" and
"Other Important Policy Provisions -- Exchange of Another Life Insurance
Contract for a Policy".)
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THE POLICY
The variable life insurance benefits provided by the Policies are funded
through investments in Separate Account B (the "Account"). The benefits, charges
and other major provisions of the Policies are described below. Other important
Policy provisions are also described in this Prospectus. Unless otherwise noted,
the term "Policy" refers to the Policy exclusive of the Term Rider. The
provisions of the Policy may vary slightly from state to state due to variations
in state regulatory requirements. For information about the Account, its
operations and its investment divisions, see "The Investment Options."
Death Benefit
The payable death benefit is the Guaranteed Insurance Amount, plus any
positive Variable Insurance Amount on the date of the insured's death, minus any
Policy debt (see "Policy Loan"). GIAC will ordinarily pay the death benefit
proceeds to the named beneficiary within seven days after it receives due proof
of the insured's death (e.g., a certified copy of the death certificate) at its
Customer Service Office, P.O. Box 26210, Lehigh Valley, Pennsylvania 18002-6210.
Registered, certified and express mail should be addressed to 3900 Burgess
Place, Bethlehem, PA 18017. The proceeds may be paid in cash or under one or
more of the payment options described under "Other Important Policy Provisions."
GIAC will pay interest on the death proceeds from the date of death to the date
the proceeds are paid. The interest rate will be the higher of (a) the rate set
forth in Payment Option 1 or (b) the rate required by law.
GIAC may postpone paying death benefit proceeds if the Policy is being
contested or whenever the New York Stock Exchange is closed for trading or
trading has been suspended, or when the SEC restricts trading or determines that
a state of emergency exists which may make such payment impracticable.
GIAC has reinsured, and intends to continue to reinsure, a portion of the
risks assumed under the Policies.
Variable Insurance Amount
The Variable Insurance Amount is the amount of insurance that is purchased
or cancelled on each monthly Policy date in response to the Policy's investment
returns. The Variable Insurance Amount is zero during the first Policy month.
Thereafter, it may be positive or negative.
GIAC determines the Variable Insurance Amount for each Policy month at the
beginning of such month by combining the then-effective Variable Insurance
Amount (whether positive or negative) with the amount of insurance that is
purchased or cancelled by the Policy's investment returns for the preceding
month (see "The Policy's Excess Investment Return"). For this reason, the
Variable Insurance Amount changes only on a monthly Policy date.
The Variable Insurance Amount for Policies issued in the standard and
preferred underwriting classes may also be adjusted on each Policy Anniversary
to reflect favorable mortality results (see "Underwriting").
For example: Using the Policy illustrated on page 67 and assuming the 6%
hypothetical gross annual investment return (equivalent to a net rate of
return of 4.85%), the Variable Insurance Amount would affect the death
benefit in the following manner:
Guaranteed Variable
Insurance Insurance Death
Amount Amount Benefit
------ ------ -------
End of Policy Year 5............... $113,608 $ 6,705 $120,313
Change during Policy Year 6........ 0 1,206 1,206
-------- ------- --------
End of Policy Year 6............... $113,608 $ 7,911 $121,519
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If instead the gross annual investment return during Policy year 6 had been 0%
(equivalent to a net rate of return of -1.15%), the death benefit at the end of
Policy year 6 would be affected as follows:
Guaranteed Variable
Insurance Insurance Death
Amount Amount Benefit
------ ------ -------
End of Policy Year 5............... $113,608 $ 6,705 $120,313
Change during Policy Year 6........ 0 (6,015) (6,015)
-------- ------- --------
End of Policy Year 6............... $113,608 $ 690 $114,298
Before GIAC recovers the Policy loading, the precise actual rate of return
necessary to create a positive excess investment return will be less than 4%.
After the Policy loading has been fully recovered from the account value, the
Variable Insurance Amount will increase so long as the Policy's annual rate of
return exceeds 4%. If the actual rate of return is less than 4%, the excess
investment return will be negative, so the Variable Insurance Amount will
decrease. In the absence of a mortality adjustment, a zero excess investment
return results in no change in the Variable Insurance Amount. (See "The Policy's
Excess Investment Return" and "Underwriting".)
If the Variable Insurance Amount is negative at the end of a Policy month,
the death benefit will equal the Guaranteed Insurance Amount for the next Policy
month. The death benefit will exceed the Guaranteed Insurance Amount on the next
monthly Policy date only if the excess investment return is sufficiently
positive to offset the negative Variable Insurance Amount in the prior Policy
month.
For example: Using the Policy illustrated on page 64 and assuming a 0%
hypothetical gross annual investment return (equivalent to a net rate of
return of -1.15%) for the first five Policy years, the Variable Insurance
Amount is -$25,909 at the end of Policy year 5. The death benefit cannot
exceed the Guaranteed Insurance Amount at the end of Policy year 6 unless
the rate of return in Policy year 6 is at least 34.07%.
To calculate the Variable Insurance Amount purchased or cancelled for any
month, GIAC uses a net single premium per $1 of paid-up whole life insurance
based on the insured's sex and age at the Policy anniversary. For intermediate
months, GIAC interpolates to arrive at net single premiums. Thus, for example,
if the excess investment return for a female age 65 is $100, positive or
negative, the Variable Insurance Amount will increase or decrease by $188 (see
table on page 13). For a female, age 65 and 2 months, an excess investment
return of $100, positive or negative, causes the Variable Insurance Amount to
increase or decrease by $187.
For example: Using the Policy illustrated on page 67 and assuming a 6%
hypothetical gross annual investment return (equivalent to a net rate of
return of 4.85%) the Variable Insurance Amount purchased or cancelled in
Policy year 6 is less than the change occurring during Policy year 20.
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<PAGE>
Calculation of Change in Variable Insurance
Amount for the First Month of a Policy Year
6th 20th
Policy Year Policy Year
----------- -----------
(1) Account Value at Beginning of Policy Year..... $ 57,948 $ 90,752
x .0040 x .0040
--------- ---------
(2) Actual Investment Return...................... $ 232 $ 363
$ 57,948 $ 90,752
x .0033 x .0033
--------- ---------
(3) Assumed Investment Return..................... $ 191 $ 299
(4) Excess Investment Return
[Subtract (3) from (2)]....................... $ 41 $ 64
(5) Net Single Premium............................ .46458 .67076
(6) Change in Variable Insurance
Amount at end of the first month
in the 6th and 20th Policy Years.............. $ 88 $ 95
The net single premium used to calculate the Variable Insurance Amount
increases as the insured ages (see table below). Thus, larger dollar amounts of
excess investment return are required each year to maintain the same increases
in the Variable Insurance Amount.
The Policy includes a table of net single premiums for increasing or
decreasing the Variable Insurance Amount based on a Policy's actual excess
investment return. These premiums will not change if the insured's health
changes after the Policy is issued. Unless distinctions based on the insured's
sex are prohibited by state law, the net single premium will be lower for a
Policy issued for a female than for a Policy issued for a male (see table
below). The net single premium will also be lower for a Policy issued for an
insured who is within one of GIAC's preferred or standard risk classes. The net
single premium is also used to set the single premium payment to buy a Policy.
Table of Illustrative Net Single Premiums
Net Single Premium
Per $1.00 of Variable Insurance
Variable Insurance Amount Purchased or
Amount or Guaranteed Cancelled by $1.00 of
Insurance Amount Investment Return
Attained ---------------- -----------------
Age Male Female Male Female
--- ---- ------ ---- ------
5 $ .09731 $ .08071 $ 10.28 $ 12.39
15 .13484 .11146 7.42 8.97
25 .18165 .15426 5.51 6.48
35 .25173 .21509 3.97 4.65
45 .34749 .29718 2.88 3.36
55 .46704 .40160 2.14 2.49
65 .60301 .53300 1.66 1.88
75 .73828 .68489 1.35 1.46
85 .84665 .82411 1.18 1.21
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Some states prohibit insurers from using actuarial tables that distinguish
between men and women to determine premiums and benefits for life insurance
policies. Where "unisex" rates are required by state law, GIAC uses the female
attained age net single premium table, set forth above, to determine premium
payments and the Variable Insurance Amount, as well as to perform other Policy
calculations for both men and women. Otherwise, GIAC uses actuarial tables that
differentiate on the basis of sex (see "Legal Considerations for Employers").
The Premium
The minimum single premium payment is $5,000.
In setting its premium rates, GIAC considers actuarial estimates for death
benefits and cash value benefits, and classifies insureds by the underwriting
risks. GIAC projects that there will be more favorable mortality results in the
preferred and standard risk classes than in the substandard class. GIAC also
considers expenses, investment experience and an amount to be contributed to its
surplus. In addition, assets are allocated to GIAC's general account to
accumulate as a reserve to cover the contingency that an insured may die at a
time when the Guaranteed Insurance Amount exceeds the death benefit that would
have been payable based upon the Policy's cumulative investment performance
alone.
Underwriting
GIAC issues Policies for insureds who are classified as preferred, standard
or substandard risks.
Insureds of the same age are grouped into a class which can be expected to
produce mortality experience consistent with the actuarial structure for that
class. GIAC uses the following underwriting methods for the Policies: (a)
simplified underwriting not requiring a physical examination, and (b)
paramedical or medical underwriting which requires an examination. The method of
underwriting chosen for any given Policy will be based on age, premium or net
amount at risk.
Notwithstanding the simplified underwriting procedures, GIAC reserves the
right to request a medical examination if an applicant's affirmative response to
one of the medical questions in Part II of the application requires additional
underwriting by GIAC. In all other situations, paramedical or medical
underwriting will be used.
Preferred classification is available for insureds age 20 or over if the
premium is $50,000 or more. The proposed insured must also (a) be a non-smoker,
(b) be employed in a non-hazardous and healthful occupation, (c) be in superior
physical condition and (d) have a favorable personal health history and
favorable personal habits. GIAC deducts a lower risk charge from the gross
single premium for preferred class insureds.
For Policies issued in both the preferred and standard classes, the
Variable Insurance Amount will be adjusted on the first Policy anniversary and
may be adjusted on subsequent Policy anniversaries to reflect assumed favorable
mortality results. This adjustment is called the "mortality adjustment." The
preferred class mortality adjustment is currently based on a factor ranging
between 0 and .011. The standard class mortality adjustment is currently based
on a factor ranging between 0 and .002. The mortality adjustment factor is not
guaranteed. The Variable Insurance Amount will be unaffected when the factor is
zero and will increase when the factor is positive. GIAC adjusts the Variable
Insurance Amount in response to the mortality adjustment factor by:
(1) multiplying the total account value immediately before the Policy
anniversary by
(2) the adjustment factor for the applicable Policy anniversary (as set
forth in the table included in a rider to the Policy) and dividing the
result by
(3) the net single premium for the insured's age at the Policy
anniversary.
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No mortality adjustment will ever decrease the Variable Insurance Amount.
Substandard insureds are not eligible for the mortality adjustment and are
charged a higher premium for the same face amount of insurance protection. The
premium paid for insureds who are classified as substandard will never be more
than 120% of the premium that would be paid for the same Policy for a standard
insured.
Charges Deducted from the Premium
GIAC deducts certain charges from the single premium to reach the net
premium, which is then allocated to the Account to support the benefits provided
by the Policies. These charges are known as the "Policy loading." They are
described below.
Sales Charge. The sales charge is equal to 4% of the single premium. GIAC
may reduce the sales charge for larger premiums, or when Policies are purchased
to cover a group of individuals, or when Policies are sold to the employees of
an employer. The dollar amount of sales load paid under a substandard risk
Policy will exceed the dollar amount of sales load payable under a standard or
preferred risk Policy because substandard risk premiums are higher for the same
face amount. However, the sales charge for a substandard risk Policy will never
exceed 4.8% of the single premium that would be required to purchase the same
Policy in a standard risk class.
The amount of the sales charge cannot be specifically related to sales
expenses. To the extent that sales expenses are not recovered from the sales
charge, they may be recovered from other sources, including the mortality and
expense risk charge and mortality gains.
Administrative Charge. This charge compensates GIAC for insurance
underwriting, establishing and maintaining permanent Policy records, obtaining
attending physician statements or medical examinations, if required, and other
expenses incurred as Policies are issued. The administrative charge for a Policy
is (a) $125 for issue ages 0-14, (b) $150 for issue ages 15-20, or (c) $5 for
each $1,000 of face amount for issue ages 21 and over, with a minimum charge of
$150 and a maximum charge of $500. This charge has been set at a level intended
to recover no more than the actual costs associated with issuing the Policies.
State Premium Tax Charge. GIAC deducts 2.25% of the single premium to pay
taxes on premiums. Premium taxes vary from state to state, and range from zero
to 4% currently. GIAC imposes this 2.25% charge regardless of the premium tax
rate in effect in any state. Thus, a Policyowner may have a premium tax charge
deducted from the Policy in situations when his or her state does not impose
such a charge. The 2.25% rate is an approximate average of the premium taxes
that GIAC expects to pay in all states for the Policies.
Risk Charge. This charge is 1.5% of the single premium for Policies
classified as standard or substandard risks and 1.0% of the single premium for
Policies classified as preferred risks. The proceeds of this charge compensate
GIAC for the risk GIAC assumes by guaranteeing that the death benefit will not
be less than the Guaranteed Insurance Amount.
Allocation to the Account
GIAC allocates the sum of the net premium and the Policy loading to the
Account on the Policy date (i.e., the date GIAC receives the completed
application or the date the premium is received if more than five business days
later.)
At the beginning of each of the second through the eleventh Policy years,
GIAC subtracts 10% of the Policy loading from a Policy's account value. Thus,
the Policy loading is actually paid in 10 installments over 10 years, rather
than as a lump sum on the Policy date. The Policyowner will retain any earnings
attributable to the unre-
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<PAGE>
covered Policy loading that remains in the account value, but there can be no
assurance that investment experience relating to the Policy loading will be
favorable.
For example: The following allocations apply for the indicated single
premiums:
Female 55 -- Standard Risk
Single Face Net Policy Initial
Premium Amount Premium Loading* Allocation
$ 10,000 $ 22,597 $ 9,075 $ 925 $ 10,000
25,000 56,720 22,779 2,221 25,000
50,000 113,608 45,625 4,375 50,000
100,000 228,461 91,750 8,250 100,000
* GIAC is entitled to the full amount of the Policy loading on the Policy
date and will recover the entire amount.
Allocation of Net Premium and Account Value Among Investment Options
On the Policy date, the Policy's total account value is allocated to the
Cash Fund Division and the Policy benefits begin to vary with investment
results. The account value remains fully invested in the Cash Fund Division
until the investment date (i.e., the later of 45 days from the date of the
completed application or 10 days after the Policy was issued). On the investment
date, GIAC will allocate the account value to up to four of the Policy's
investment options in accordance with the instructions provided by the
Policyowner on the application or any subsequently changed instructions received
in writing before the investment date. The Policyowner may be invested in a
maximum of four investment options at any given time.
The Policyowner can change the allocation of the total account value among
the Policy's investment options by writing to GIAC's Customer Service Office.
The address for regular mail is P.O. Box 26210, Lehigh Valley, Pennsylvania
18002-6210, and the address for registered, certified or express mail is 3900
Burgess Place, Bethlehem, Pennsylvania 18017. If the proper authorization is on
file, the Policyowner may authorize transfers among the investment options by
calling toll-free 1-800-533-0099 between 9:00 a.m. and 3:30 p.m. (Eastern time)
on days when GIAC is open for business. The caller must identify the Policy
precisely and provide the Policyowner's Personal Security Code. GIAC will accept
telephone transfer instructions from any caller who can provide all required
identifying information. Policyowners risk possible loss of interest, capital
appreciation and principal in the event of an unauthorized or fraudulent
telephone transfer. GIAC, GISC, the Funds and the Trust shall not be liable for
any loss, damage, cost or expense resulting from following the foregoing
procedures to implement telephone transfer instructions which any of them
reasonably believed to be genuine. But if the procedures are not followed, there
may be liability for losses related to following fraudulent instructions. All or
part of any telephone conversation relating to transfer instructions may be
recorded by GIAC without prior disclosure to the caller. Reallocations and
transfers are effected at the relative unit values for the affected investment
options next determined after GIAC receives proper instructions. GIAC reserves
the right to limit the frequency of reallocations and transfers among the
investment options to not more than once every 30 days. GIAC also reserves the
right to modify, suspend or discontinue the telephone transfer privilege at any
time and without prior notice.
Policyowners can only allocate or transfer into the investment division
that invests in the Trust when units of the Trust are available. When the Trust
matures, any account value held in its corresponding Trust Division will be
automatically transferred to the Cash Fund Division unless the Policyowner
directs otherwise. GIAC will notify Policyowners who have account values in the
Trust Division of the impending maturity of its corresponding Trust 30 days in
advance of the maturity date. The Policyowner must properly notify GIAC at its
Customer Service Office, either in writing or by telephone, at least seven days
prior to the maturity date of the Trust if he or
16
<PAGE>
she wants the account value attributable to the Trust transferred to an
investment option other than the Cash Fund Division.
The Amount Invested: The Account Value
Total Account Value. The total account value is the amount available for
investment at any time. It is the sum of the account values held in each of the
Policy's investment options, plus the amount set aside in GIAC's general account
for any Policy debt. The Policyowner selects the investment options in which to
place the unloaned account value (see "Policy Loan").
Account Value in Each Investment Option. On the Policy date, the account
value is the net premium plus the Policy loading. This amount will initially be
allocated to the Cash Fund Division. On the investment date (defined above),
GIAC will allocate the account value among up to four of the Policy's investment
options.
At the beginning of each Policy month, the portion of the Policy's account
value in each investment option equals the proportionate amount of a Policy's
net cash value (see "Cash Value Benefits") allocated to that particular option,
plus a correspondingly proportionate amount of any unrecovered Policy loading.
On each date during a Policy month, the portion of the account value allocated
to any particular investment option will be adjusted to reflect the investment
experience of that option (see "The Policy's Excess Investment Return").
Charges Under the Policy
Cost of Life Insurance. GIAC calculates a charge for the cost of life
insurance each day to determine a Policy's cash value (see "Net Cash Value").
GIAC deducts cost of life insurance charges from the account value at the end of
each Policy month. This charge compensates GIAC for the anticipated cost of
paying death benefits to the beneficiaries of those insureds who die during that
period. The amount of the charge is calculated based upon: (a) the assumption
that the actual number of deaths during the month will be accurately predicted
by the 1980 Commissioners Standard Ordinary Mortality Tables; (b) the sum of the
Guaranteed Insurance Amount and the Variable Insurance Amount provided during
the month; and (c) the insured's age, sex (unless prohibited) and risk class.
The cost of insurance generally increases with the attained age of the insured.
The cost of insurance is higher for insureds classified as substandard than for
insureds in the preferred or standard classes.
Expenses Charged to All Investment Options. GIAC charges the Account at an
effective annual rate of 0.50% of the average daily value of the aggregate
assets of such accounts for mortality and expense risks assumed by GIAC. Thus,
the dollar amount of this charge varies directly with the size of the accounts,
which is increased by unrecovered Policy loadings, and may be increased or
decreased by the investment performance. The mortality risk that GIAC assumes is
that insureds may live for a shorter period of time than GIAC estimated, so more
death benefits than expected will be payable. The expense risk that GIAC assumes
is that expenses incurred in issuing and administering the Policies will be
higher than estimated. If amounts collected through this charge exceed the
amounts required to provide benefits or pay expenses, GIAC may realize a profit
on the charge. GIAC may use any such profit to defray expenses incurred in
selling the Policies.
Other Charges Applicable to the Funds. The net asset values of each of the
Funds reflect the deduction of investment advisory fees and other general
operating expenses. Each Fund, with the exception of the International Fund,
pays an annual investment advisory fee to its investment adviser equal to 0.50%
of such Fund's average daily net assets. The International Fund pays an annual
investment advisory fee that equals 0.80% of its average daily net assets. (See
"The Funds".) The operational expenses for the Strategic Trust and the Centurion
Fund reflect the effects of expense reimbursements paid by those funds to GIAC
for certain administrative and shareholder servicing expenses incurred by GIAC
on their behalf. For the year ended December 31, 1997, GIAC was reimbursed
17
<PAGE>
$696,767 by the Strategic Trust and $483,127 by the Centurion Fund. GIAC has
also entered into an agreement with Value Line, Inc. pursuant to which Value
Line compensates GIAC for marketing the Centurion Fund and the Strategic Trust
to GIAC's policyowners. For the year ended December 31, 1997, GIAC received
$241,031 from Value Line on behalf of the Centurion Fund and $407,319 from Value
Line on behalf of the Strategic Trust. The accompanying prospectuses for the
Funds describe investment advisory fees and other expenses in more detail, and
should be read before making allocation or transfer decisions.
Expenses Charged to the Division Investing in the Trust. GIAC charges the
investment division investing in the Trust to obtain reimbursement for the
transaction charges that it pays directly to SB when Trust units are sold to the
Account. GIAC pays the transaction charges from its general account assets. The
charge to the Trust Division equals an annual charge of 0.25% of the Division's
assets. This amount may be increased in the future, but in no event will it
exceed 0.50% of a Division's assets. GIAC does not expect to profit from this
charge.
The Trust pays certain fees, including bank trustee's and evaluator's fees
in excess of those paid by SB. The Trust will hold one or more interest-bearing
Treasury securities to provide income with which to pay the Trust's expenses.
The prospectus for the Trust describes the Trust's fees and expenses in more
detail, and should be read before making allocation or transfer decisions.
Possible Charge for GIAC Income Taxes. GIAC does not charge the Account for
federal, state or local income taxes attributable to such accounts or the
Policies.
However, GIAC reserves the right to impose additional charges if the income
tax treatment of variable life insurance changes for insurance companies, or if
there is a change in GIAC's tax status, or if GIAC becomes subject to any other
tax-related economic burdens that are attributable to the Account or the
Policies.
Guarantee of Certain Charges. GIAC guarantees, and may not increase: the
maximum level of its cost of insurance rates for each age, sex and risk class;
the mortality and expense risks charge; and the maximum charge against the Trust
Division.
The Policy's Excess Investment Return
GIAC calculates and uses a Policy's excess investment return to purchase or
cancel the amount of variable insurance provided by the Policy. The excess
investment return is based upon a Policy's actual rate of return (see "Variable
Insurance Amount").
GIAC determines a Policy's actual rate of return monthly. The rate of
return reflects, through the Policy's investment options, (a) increases or
decreases in the net asset value of each Fund's shares plus any distribution
made during the Policy month on such shares, (b) increases or decreases in the
value of the units of the Trust plus any distribution made during the Policy
month on such units, and (c) interest credited to the owner on any Policy loans,
less any charges against the assets in each division (see "Charges Under the
Policy").
Each Fund's method for calculating its net asset value is described in its
accompanying prospectus. Units of the Trust are valued at the "Sponsor's
Repurchase Price" as defined in the accompanying prospectus for the Trust.
A Policy's excess investment return is the account value at the beginning
of the Policy month multiplied by the actual rate of return adjusted to the date
of calculation, minus the cash value at the beginning of the month multiplied by
an annualized rate of 4%. During the first 10 Policy years, the account value
exceeds the cash value by the amount of the unrecovered Policy loading. The
effect of the addition of the Policy loading to the account value during this
period is to create greater increases in benefits if the actual rate of return
is greater than zero, or to create larger decreases in benefits if the actual
rate of return is less than zero. Regardless of the actual rate of return,
however, GIAC will deduct the full amount of the Policy loading over a 10-year
period as described in this Prospectus.
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There will be a positive excess investment return and the Variable
Insurance Amount will increase for a Policy month if the actual rate of return
is greater than 4% (on an annualized basis). Before GIAC recovers the entire
Policy loading from the account value, the actual rate of return necessary to
create a positive or negative excess investment return will vary with the amount
of Policy loading remaining in the account value. After all Policy loading has
been recovered, there will be a negative excess investment return if the actual
rate of return is less than 4%, unless there is a mortality adjustment (see
"Underwriting"). GIAC will reduce the Variable Insurance Amount if the excess
investment return is negative.
Cash Value Benefits
Cash Value. The cash value increases or decreases daily to reflect a
Policy's actual rate of return. The cash value for a Policy at the end of a
Policy month is equal to the net single premium per $1 of paid-up whole life
insurance on that date multiplied by the sum of the Guaranteed Insurance Amount
and the Variable Insurance Amount.
The cash value on a date during a Policy month, assuming no Policy loans,
can be expressed approximately as:
(1) The cash value at the end of the preceding Policy month; plus
(2) The actual rate of return (positive or negative) for a Policy applied
to the account value, including any unrecovered Policy loading, at the beginning
of the month; minus
(3) The charge for the cost of insurance protection (which will vary
monthly) provided since the end of the preceding Policy month. The cost of
insurance charge is computed based upon the sum of the Guaranteed Insurance
Amount and the Variable Insurance Amount provided during the month, and the
insured's age, sex (unless prohibited) and risk class on such date. Except on
Policy anniversaries after the 10th Policy year, the cash value does not equal
the account value.
No minimum amount of cash value is guaranteed.
How Account Value Relates to Cash Value. The account value will exceed a
Policy's cash value on the Policy date and during the first 10 Policy years by
the amount of any unrecovered Policy loading. During a Policy month, the account
value and cash value will also differ because the cash value reflects a daily
adjustment for the cost of insurance protection while the corresponding
adjustment to the account value is only made at the end of a Policy month. For
these reasons, the account value is not a measure of the cash value except on
monthly Policy dates after the 10th Policy year.
Net Cash Value. The net cash value is the cash value minus any Policy debt.
The net cash value does not include any unrecovered Policy loading.
The Policyowner can surrender and cancel a Policy at any time while the
insured is living and receive its net cash value. Partial surrenders are not
permitted. GIAC will cancel the Policy as of the date it receives both a proper
written request for cancellation and the Policy (or an acceptable affidavit of
loss). GIAC will ordinarily pay the net cash value within seven days after it
receives this required documentation, but payment may be deferred under certain
limited circumstances (see "Deferment").
Policy Loan
The Policyowner may borrow money from GIAC using a Policy as the only
security for the loan. After the end of the "free look" period, a loan may be
taken any time a Policy is in effect. The amount of the loan may not exceed the
loan value of the Policy. The maximum loan value equals 90% of the Policy's cash
value, less any outstanding loans and loan interest. The Policyowner may repay
all or part of the loan at any time while the insured is living. Taking a loan
from a Policy that is treated as a modified endowment contract may have Federal
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income tax consequences and, prior to age 59 1/2, a 10% penalty tax may be
imposed (see "Federal Tax Considerations").
The interest rate on loans is 4.75% a year. Policyowners are expected to
pay loan interest on each Policy anniversary. Unpaid interest is added to the
outstanding loan and thereafter bears interest at the same rate. The minimum
loan is $500. The minimum loan repayment is $500 or the balance of the loan, if
smaller. The sum of all outstanding loans plus accrued interest is called the
Policy debt.
Policyowners must complete and submit a Loan Form to GIAC's Customer
Service Office to request a loan. Loan Forms are available from the Customer
Service Office. To collateralize a loan, GIAC transfers the requested loan
amount from the investment divisions of the Account to its general account as of
the date it received the Loan Form. The loan request may designate the
investment divisions of the Account from which the loan amount will be
transferred. Without a designation, GIAC will transfer the loan amount
proportionately from the investment divisions until they are exhausted.
Loan repayments can be allocated to any investment option designated by the
Policyowner so long as the Policyowner is not invested in more than four
investment options thereafter. Without a designation, GIAC will allocate loan
repayments among the investment options in proportion to the account value in
each option as of the date of the repayment.
Loan collateral held in GIAC's general account will be credited interest at
the assumed rate of return of 4%. GIAC retains the difference between this
credited rate of interest and the 4.75% loan interest paid by the Policyowner.
GIAC reserves the right to reduce the credited rate of return in response to
changes in tax laws affecting the Policy. Amounts transferred to GIAC's general
account as Policy loan collateral no longer share in the investment experience
of the options from which they were transferred. Accordingly, a loan will have a
permanent effect on the Policy's death benefit and cash values even if the loan
is repaid. The effect could be favorable or unfavorable, depending on investment
experience while the loan is outstanding. Unpaid Policy debt reduces the payable
death benefit and cash value proceeds.
For example: Using the Policy illustrated on page 67 and assuming the 6%
gross and annual investment return (equivalent to a net rate of return of
4.85%), and further assuming a loan of $4,000 at the end of Policy year 5, the
death benefit at the end of Policy year 6 would be $121,451:
Guaranteed Variable
Insurance Insurance Death
Amount Amount Benefit
------ ------ -------
End of Policy Year 5 $113,608 $6,705 $120,313
Change during Policy Year 6 0 1,138 1,138
-------- ------ --------
End of Policy Year 6 $113,608 $7,843 $121,451
The increase is only $1,138 as compared to the $1,206 increase shown in the
example on page 11. The difference reflects the fact that the loan amount held
in GIAC's general account was credited with 4% rather than the 4.85% actual rate
of return. If the insured had died during the 6th Policy year, the loan amount
of $4,000 plus any accrued interest would have been deducted from the death
benefit proceeds.
If the Policy debt exceeds the cash value, GIAC will terminate the Policy.
GIAC will provide 31 days written notice of its intent to terminate the Policy.
If the Policy lapses with a loan outstanding, adverse tax consequences may
result (see "Federal Tax Considerations").
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Right to Exchange for Fixed Life Insurance
The Policyowner may exchange a Policy for a single premium whole life
insurance policy with benefits that do not vary with investment results. The
exchange must be elected, in writing, within 24 months from the Policy issue
date. No evidence of insurability is required. The new policy will be issued by
GIAC or an affiliate.
A cash adjustment on exchange will be calculated based on the Policy's net
cash value minus the new policy's tabular cash value, adjusted for any
additional reserves which the issuer of the new policy is required to maintain
for the new policy. If the result is positive, GIAC will pay the Policyowner. If
the result is negative, the Policyowner must pay GIAC before the new policy is
issued. Under some circumstances, it may be less advantageous to exchange a
Policy for a fixed life insurance policy than to purchase a fixed life insurance
policy initially.
The new policy's owner and beneficiary will be the same as those of the
Policy on the effective date of the exchange. The new policy will have the same
issue date, risk class and face amount as the original Policy or, at the
discretion of the Policyowner, the face amount of the original Policy plus the
Variable Insurance Amount, if positive. (See "Federal Tax Considerations" for a
discussion of the tax implications of an exchange.)
Right to Examine a Policy ("Free Look")
A Policy may be returned within 10 days after the Policyowner receives it,
or within 45 days after the Policyowner completes and signs Part I of the
application for insurance, whichever is later. Longer periods may apply in
certain states. The returned Policy can be mailed or delivered either to GIAC or
to the registered representative who sold it. GIAC will void the returned Policy
from the beginning and promptly refund the entire premium paid.
GIAC reserves the right to defer accepting an application for a new Policy
which specifies the same owner and the same insured as a returned Policy for up
to six months.
Distribution Agreement and Other Selling Arrangements
GISC is the principal underwriter, or distributor, of the Policies. GISC
is registered with the SEC as a broker-dealer and is a member of the NASD. GIAC
compensates GISC for distributing the Policies and other variable insurance
products issued by GIAC, pursuant to a distribution agreement. The amounts paid
or accrued to GISC under this agreement totaled $1,409,708, $1,851,468 and
$1,979,926 in 1995, 1996 and 1997, respectively.
GISC has entered into sales agreements with other SEC registered
broker-dealer firms which are members of the NASD, including SB and Value Line
Securities, Inc. Under these agreements, registered representatives of the firms
can sell Policies if they are appropriately licensed and appointed as agents of
GIAC.
A sales commission of up to 4% of the premium paid for a Policy is payable
to the GISC registered representative who sold the Policy. Firms that have
entered into selling group agreements may receive override payments and expense
reimbursements in connection with sales of the Policies. GISC may, from time to
time, pay additional commissions or provide other non-cash promotional
incentives to GISC registered representatives or other broker-dealers in
connection with the sale of the Policies as permitted by law.
Federal Tax Considerations
The following discussion of federal income tax considerations that relate
to the Policies is based upon GIAC's understanding of federal income tax laws as
they are currently interpreted by the Internal Revenue Service ("IRS").These
laws are complex, and tax results may vary among individuals. Anyone who buys a
Policy or exercises elections under the Policy should seek competent tax advice.
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This is not an exhaustive discussion of all tax questions that might arise
under the Policies. No attempt has been made to address any federal estate tax
or state and local tax issues which may arise in connection with a Policy. For
complete information, consult a qualified tax adviser.
GIAC does not guarantee the tax status of any Policy and the following tax
discussion is not intended as tax advice.
(a) Tax Character of the Policy
Section 7702 of the Code defines the term "life insurance contract" for
federal income tax purposes. This definition can be satisfied by complying with
either of two tests set forth in Section 7702. Although there is only limited
official guidance on Section 7702, GIAC believes that the Policy should meet the
statutory definition of a life insurance contract.
Section 817(h) of the Code requires the investments of each division of the
Account to be "adequately diversified" under Treasury regulations for the Policy
to qualify as a life insurance contract under Section 7702. The investment
advisers of the Funds are expected to comply with these diversification
requirements.
To date, no regulations or rulings have been issued to provide guidance
regarding the circumstances under which a Policyowner's ability to control his
or her investments under a Policy by exercising premium allocation and transfer
privileges would cause him or her to be treated as the owner of a pro-rata
portion of the assets in an insurance company's separate account. If a
Policyowner was considered the owner of assets in the Account, the income and
gains attributable to his or her Policy would be included in his or her gross
income each year. GIAC currently believes that it, and not its Policyowners, is
considered to own the Account's assets. However, GIAC cannot predict when the
Treasury Department or the IRS will issue guidance regarding these matters, nor
the nature of any such guidance. GIAC therefore reserves the right to modify the
Policy, as necessary, to attempt to prevent a Policyowner from being considered
the owner of a pro rata share of the assets of the Account, or to assure that
the Policy continues to be treated as a life insurance contract under the Code.
(b) Tax Treatment of Policy Benefits
GIAC believes that benefits paid under the Policy should receive the same
federal income tax treatment as the benefits from a fixed-benefit life insurance
policy. Accordingly,
(1) The death proceeds received by a beneficiary should not be subject
to federal income tax, and cash value increases resulting from investment
experience should not be subject to federal income tax unless they are
distributed from a Policy before the insured's death. Income recognized
from a pre-death distributions will be characterized and taxed as "ordinary
income."
(2) Interest on Policy loans, even if paid, is generally not tax
deductible.
(c) Status of the Policy as a "Modified Endowment Contract"
Section 7702A of the Code classifies certain life insurance policies
entered into after June 20, 1988 as "modified endowment contracts." A life
insurance policy is a modified endowment contract if the cumulative amount paid
under it at any time during the first seven Policy years exceeds the sum of the
net level premiums which would have been paid to acquire paid-up future benefits
through the payment of seven level annual premiums.
In light of the Policy's premium requirements, a Policy entered into after
June 20, 1988 is considered to be a "modified endowment contract" under Section
7702A of the Code. However, under certain limited circumstances, a Policy
received after June 20, 1988 in exchange for another life insurance contract may
not be treated as a mod-
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ified endowment contract. A prospective applicant should read "Other Important
Policy Provisions -- Exchange of Another Life Insurance Contract for a Policy"
carefully and consult a competent tax adviser before authorizing the exchange of
his or her current life insurance contract. A Policy entered into prior to June
21, 1988 should not be characterized as a modified endowment contract, unless
there is a material change in the benefits or other terms of that Policy. In
that event, it may become a modified endowment contract.
Distributions from Policies that are modified endowment contracts,
including assignments, surrenders, maturity benefits, Policy loan proceeds and
unpaid policy loan interest, are treated as taxable income to the extent that
the cash value immediately before any such distribution exceeds the investment
in the Policy. Investment in the Policy is defined as (a) the single premium
paid for the Policy, plus the amount of any prior loan that has already been
included in the Policyowner's gross income, minus (b) the aggregate amount of
any prior distributions that were excluded from the Policyowner's gross income.
In addition, the Code imposes a ten percent (10%) penalty tax on the taxable
income from a distribution unless the distribution is made to a taxpayer who is
at least 59 1/2 years old; or is attributable to a disability; or is a part of
a series of substantially equal periodic payments for the taxpayer's life or the
joint lives of the taxpayer and a beneficiary.
All modified endowment contracts issued by GIAC (or its affiliates) to the
same Policyowner during any calendar year are treated as one modified endowment
contract for purposes of determining the taxable portion of any distribution.
Distributions from Policies that are not modified endowment contracts
should generally be treated as first recovering the investment in the Policy and
then as distributing taxable income. Loans from such Policies should not be
treated as distributions. Instead, such loans are generally treated as
indebtedness of the Policyowner. However, if a Policy that is not a modified
endowment contract lapses with an outstanding loan, cancellation of the loan and
all accrued interest will be treated as a distribution and may be taxable.
Generally, Policy loan interest is not tax deductible by the Policyowner.
(d) Estate and Generation Skipping Transfer Taxes
If the Policyowner is also the insured, the death benefit under a Policy
will generally be included in the Policyowner's estate for purposes of federal
estate tax. If the Policyowner is not the insured, under certain circumstances
only the cash value would be so included. In general, estates of U.S. citizens
or residents that are valued at less than $600,000 will not incur federal estate
tax liability, and an unlimited marital deduction may be available for federal
estate and gift tax purposes. Federal estate tax is integrated with federal gift
tax under a unified rate schedule.
As a general rule, designating a beneficiary or paying proceeds to a person
who is two or more generations younger than the Policyowner, may cause a
generation skipping transfer ("GST") tax to be payable. The GST tax is imposed
at a rate that equals the maximum estate tax rate. Individuals are generally
allowed an aggregate GST tax exemption of $1 million. Because these rules are
complex, a legal or tax adviser should be consulted for specific information.
The particular situation of each Policyowner or beneficiary will determine
how ownership or receipt of policy proceeds will be treated for purposes of
federal estate and GST taxes, as well as state and local estate, inheritance and
other taxes.
(e) Income Tax Withholding
GIAC is generally required to withhold for income taxes applicable to
taxable distributions. A Policyowner can elect in writing to not have income
taxes withheld. If income tax is not withheld for a taxable distribution, or if
an insufficient amount is withheld, tax payments may be required from the
Policyowner later. Under the applic-
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able tax rules, penalties may be assessed against the Policyowner if withholding
or estimated tax payments are insufficient. GIAC may also be required to
withhold GST taxes if it does not receive satisfactory written notification that
no such taxes are due.
(f) Exchanging a Policy
A life insurance contract received in exchange for a Policy entered into on
or after June 21, 1988 will generally be treated as a modified endowment
contract because the Policy being exchanged will typically be a modified
endowment contract. Thus, exercising the exchange rights described in this
Prospectus may have tax consequences. A Policyowner should consult a tax adviser
before exchanging a Policy for another life insurance contract.
Tax Changes
From time to time the United States Congress considers legislation that,
if enacted, could change the tax treatment of life insurance policies
prospectively or even retroactively. In this connection, the President's 1999
Budget Proposal has recommended legislation that, if enacted, would adversely
modify the federal taxation of certain insurance and annuity contracts. For
example, one proposal would tax transfers among investment options and tax
exchanges involving variable contracts. A second proposal would reduce the
"investment in the contract" under cash value life insurance and certain annuity
contracts, thereby increasing the amount of income for purposes of computing
gain. In addition, the Treasury Department and IRS may amend existing
regulations, issue new regulations, or adopt new interpretations of existing
laws or regulations. Also, state or local tax laws that relate to owning or
benefiting from a policy can be changed from time to time without notice. It is
impossible to predict whether, when or how any such change would be adopted.
Anyone with questions about such matters should consult a legal or tax adviser.
Legal Considerations for Employers
(a) Gender Neutrality
In 1983, the United States Supreme Court held that optional annuity
benefits provided under an employee's deferred compensation plan could not,
under Title VII of the Civil Rights Act of 1964, vary between men and women on
the basis of sex. The Court applied its decision to benefits derived from
contributions made on or after August 1, 1983. Lower federal courts have since
held that the Title VII prohibition of sex-distinct benefits may apply at an
earlier date. In addition, some states prohibit using sex-distinct mortality
tables.
The Policy uses sex-distinct actuarial tables, unless state law requires
the use of sex-neutral actuarial tables. As a result, the Policy generally
provides different benefits to men and women of the same age. Employers and
employee organizations which may consider buying Policies in connection with any
employment-related insurance or benefits program should consult their legal
advisers to determine whether the Policy is appropriate for this purpose.
(b) Taxation
The tax attributes of deferred compensation, split-dollar and salary
continuance plans differ depending on the terms of each arrangement. If the
value of a plan depends wholly or partially on its tax consequences, a qualified
tax adviser should be consulted before a Policy is used in connection with the
plan. In recent years, Congress has adopted new rules relating to life insurance
owned by businesses. Any business should consult a tax advisor regarding
possible tax consequences associated with the Policy prior to acquisition and
also before entering into any subsequent changes to or transactions under the
Policy.
Voting Rights
As explained under "The Funds," GIAC buys and sells shares of the Funds for
the Account's Fund Divisions. GIAC is the record owner of such shares and will
attend, and has the right to vote, at any meeting of a Fund's shareholders.
To the extent required by applicable law, GIAC will vote the Fund shares
that it owns through the Account according to instructions received from
Policyowners. GIAC will vote shares for which no instructions are received in
the same proportion as it votes shares for which it has received instructions.
GIAC will vote any Fund shares that it is entitled to vote directly due to
amounts it has contributed or accumulated in the applicable Fund Division in the
same proportion as all of its Policyowners and contractowners vote, including
those who participate in other GIAC separate accounts. If the applicable law or
interpretations thereof change so as to permit GIAC to vote a Fund's shares in
GIAC's own right or to restrict Policyowner voting, GIAC reserves the right to
do so.
GIAC will seek voting instructions from Policyowners for the number of
shares attributable to their Policies. Policyowners are entitled to provide
instructions if, on the applicable record date, they have allocated account
values to the investment division which corresponds to the Fund for which a
shareholder meeting is called. The record date shall be at least 10 and no more
than 90 days before the meeting. GIAC determines the number of shares
attrib-
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utable to a Policy by dividing the account value in the applicable Fund Division
by the net asset value per Fund share as of the record date. Fractional shares
are counted.
If permitted by state insurance regulatory authorities, GIAC may disregard
voting instructions relating to changes in a Fund's investment adviser,
investment advisory contract, investment objective or investment policies. GIAC
will only take such action if it reasonably disapproves the proposed changes,
and, in the case of a change in investment adviser or an investment policy, if
it makes a good faith determination that the proposed change is contrary to
state law or otherwise inappropriate in view of the Fund's investment objective
and purpose. GIAC will explain its actions in the next semi-annual report to
Policyowners.
GIAC will solicit voting instructions from Policyowners who have allocated
or transferred values to the Trust Division in the manner described above.
However, the matters to be voted upon will generally be limited to removing the
trustee or to amend or terminate a Trust indenture.
Reports to Policyowners
GIAC will send the Policyowner a statement setting forth the death benefit,
cash value and the amount of any outstanding Policy debt as of each semi-annual
Policy anniversary. These statements will also report the allocation of the
account value among the Policy's investment options as of each semi-annual
anniversary. GIAC also sends semi-annual and annual reports containing financial
statements for the Account and the Funds to all Policyowners. GIAC sends annual
reports containing financial statements for the Trust to each Policyowner who
has allocated account value to the Trust Division.
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THE INVESTMENT OPTIONS
The Guardian Separate Account B (the "Account")
GIAC established the Account under Delaware law in November 1984. The
Account is registered as a unit investment trust with the SEC under the
Investment Company Act of 1940 (the "1940 Act"). Such registration does not
involve supervision of the management of the Account or GIAC by the SEC.
The Account is a separate investment account of GIAC. It is used only to
support the death benefits and cash values of the variable life insurance
policies described in this Prospectus. The assets in this Account are kept
separate from GIAC's general account and other separate accounts. Income and
realized and unrealized gains or losses from assets in the Account are credited
to, or charged against, the Account without regard to other income, gains or
losses in GIAC's other accounts.
GIAC owns the assets in the Account and is required to maintain assets
which are at least equal to the reserves and other liabilities of the Account.
Assets equal to such reserves and other liabilities may not be charged with
liabilities that arise from any other business GIAC conducts. GIAC may also
retain assets which exceed the reserves and liabilities of the Account in the
Account. Such assets can include GIAC's direct contributions to the Account,
accumulated mortality and expense risks charges, mortality gains, recovered
Policy loading, or the investment results attributable to GIAC's retained
assets. Because such retained assets do not relate to GIAC's obligations under
the Policies, GIAC may transfer them from the Account to its general account.
All assets of the Account are held in custody for safekeeping by GIAC.
There are currently seven investment divisions within the Account. Six divisions
invest in shares of the Funds and one division invests in units of the Trust.
The assets of each investment division of the Account are kept physically
segregated and held separate and apart from assets of the other divisions. The
Account maintains a record of all purchases and redemptions for shares of the
Funds and units of the Trust held in each Account Division.
GIAC retains the right, subject to applicable law, to (1) deregister the
Account under the 1940 Act; (2) operate the Account as a management investment
company or any other form permitted by law; (3) combine any two or more separate
accounts; (4) transfer the assets of the Account to another separate account;
and (5) modify the Contracts as necessary to preserve the favorable tax
treatment accorded to them under the Code, including modifications designed to
prevent the Policyowner from being considered the owner of the assets of the
Account and, consequently, to be subject to taxation.
The Funds
Each Fund is a diversified, open-end management investment company, and is
registered with the SEC under the 1940 Act. Such registration does not involve
supervision by the SEC of the investments or investment policies of a Fund. GIAC
buys shares of each Fund for the corresponding Fund Division within the Account
at net asset value (i.e., without sales load). All dividends and capital gains
distributions received from a Fund are reinvested in that Fund's shares at net
asset value and retained in the Fund's corresponding Fund Division. GIAC redeems
Fund shares at their net asset value to pay Policy benefits and effect Policy
transactions, such as loans or transfers.
Each Fund has an investment objective which it tries to achieve by
following specified investment policies. The objective and policies of each Fund
will affect its potential returns and its risks. There is no guarantee that a
Fund will achieve its investment objective. The following chart states each
Fund's objective and lists typical portfolio investments.
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FUND INVESTMENT OBJECTIVE(S) TYPICAL INVESTMENTS
- --------------------------------------------------------------------------------
The Guardian Stock Fund Long-term growth of U.S. common stocks and
capital convertible securities
The Guardian Bond Fund Maximum income without Investment grade debt
undue risk of principal; obligations, including
capital appreciation is a mortgage-backed and
secondary objective asset-backed securities,
and U.S. government
securities
The Guardian Cash Fund High level of current Money market instruments
income consistent with
liquidity and
preservation of capital
Baillie Gifford Long-term capital Common stocks and
International Fund appreciation convertible securities
issued by foreign
companies
Value Line Centurion Fund Long-term growth of U.S. common stocks ranked
capital 1 or 2 by the Value Line
Ranking System*
Value Line Strategic High total investment U.S. common stocks ranked
Asset Management Trust return (current income 1 or 2 by the Value Line
and capital appreciation) Ranking System*, bonds
consistent with and money market
reasonable risk instruments
The Stock, Bond and Cash Funds are advised by GISC, 201 Park Avenue South, New
York, New York 10003. GISC is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act"). GISC is wholly owned by
GIAC. Each of these Funds pays GISC an investment advisory fee at an annual rate
of 0.50% of the Fund's average daily net assets for the services and facilities
GISC provides to the Fund. GISC also serves as the investment adviser to eight
of the ten series funds comprising The Park Avenue Portfolio, a family of mutual
funds, and is the investment adviser of one of the three series funds of GIAC
Funds, Inc. GISC also serves as manager of one other open-end investment
company.
The International Fund is one of the three series funds comprising GIAC Funds,
Inc. The International Fund is advised by Guardian Baillie Gifford Limited
("GBG"), 1 Rutland Court, Edinburgh, EH3 8EY, Scotland. GBG is registered as an
investment adviser under the Advisers Act and is a member of Great Britain's
Investment Management Regulatory Organization Limited ("IMRO"). GBG was
incorporated in Scotland by GIAC and Baillie Gifford Overseas Limited ("BG
Overseas") in November 1990. GBG is also the investment adviser of two of the
eight series funds comprising The Park Avenue Portfolio and a second series fund
within GIAC Funds, Inc. Baillie Gifford International Fund pays GBG an
investment advisory fee at an annual rate of 0.80% of the Fund's average daily
net assets for the services and facilities GBG provides to the Fund.
GBG has appointed BG Overseas to serve as sub-investment adviser to the Baillie
Gifford International Fund. Like GBG, BG Overseas is located at 1 Rutland Court,
Edinburgh, EH3 8EY, Scotland. BG Overseas is also registered
- ----------
* The Value Line Ranking System has been used substantially in its present
form since 1965. The System ranks stocks on a scale of 1 (highest) to 5
(lowest) for year-ahead relative performance (timeliness).
27
<PAGE>
under the Advisers Act and is a member of IMRO. BG Overseas is wholly owned by
Baillie Gifford & Co., which is currently one of the largest investment
management partnerships in the United Kingdom. BG Overseas advises several
institutional clients situated outside of the United Kingdom, and is also the
sub-investment adviser to the two series funds within The Park Avenue Portfolio
that are advised by GBG and a second series fund within GIAC Funds, Inc. One
half of the investment advisory fees paid by the International Fund to GBG is
payable by GBG to BG Overseas for its services as the International Fund's
sub-investment adviser. No separate or additional fee is paid by this Fund to BG
Overseas.
The Strategic Trust and the Centurion Fund are advised by Value Line, Inc.
("Value Line"), 220 East 42nd Street, New York, New York 10017. Value Line is
registered as an investment adviser under the Advisers Act. Each of the Value
Line funds pays Value Line an investment advisory fee at an annual rate of 0.50%
of the fund's average daily net assets for the services and facilities Value
Line provides to the fund. Value Line also serves as the investment adviser to
its own family of mutual funds and publishes The Value Line Investment Survey
and The Value Line Mutual Fund Survey.
The Trust
The objective of the Trust is to provide safety of capital and income
through investment in a fixed portfolio of zero coupon securities. Zero coupon
securities are U.S. Treasury securities that have been stripped of their
unmatured interest coupons, the stripped coupons or receipts and certificates
for such coupons. Zeros are issued and sold at a steep discount from their face
value, and do not pay interest prior to maturity or a specified maturity date.
The market prices of zero coupon securities generally are more volatile than the
market prices of conventional interest-bearing securities. Smith Barney Inc.
("SB"), a subsidiary of The Travelers Inc., is the sponsor of the Trust and
sells units of the Trust to GIAC for the Account. Because the Trust invests in a
specified portfolio of zero coupon securities, there is no investment manager.
The maturity date of the Trust is November 15, 2004. The estimated annual
rate of return to maturity of the Trust as of February 28, 1998 is 6.61%. This
rate reflects the estimated compound rate of growth in the Trust's units, as
well as the charge for mortality and expense risks and the daily asset charge
that reimburses GIAC for transaction costs relating to the Trust (See "Expenses
Charged to All Investment Options" and "Expenses Charged to the Division
Investing in the Trust."). It does not reflect the applicable charges for Policy
loading and cost of insurance that are also deducted under a Policy. Since the
value of the Trust's units will vary daily to reflect the market value of the
zero coupon securities held in its portfolio, the compound rate of growth to
maturity and, hence, the estimated rate of return to maturity will also vary
daily.
Fluctuations in the value of the Trust's units will also affect the
Variable Insurance Amount and cash values under a Policy which has account value
allocated to the Trust Division.
GIAC buys and sells units in the Trust in response to premium allocations
and other Policy transactions, such as transfers or Policy Loans, and to pay
Policy benefits. SB has undertaken to maintain a secondary market in units of
the Trust, and GIAC sells units back to the Trust.
GIAC and SB reserve the right to cease offering units of the Trust and to
create additional Trusts in the future.
The accompanying prospectus for The Smith Barney Fund of Stripped ("Zero")
U.S. Treasury Securities, Series A contains more detailed information about
the Trust. Read the prospectus carefully before investing.
28
<PAGE>
Substitution of Investments
GIAC can substitute shares or units of another mutual fund or unit
investment trust for shares of a Fund or the Trust if: (a) it is determined that
a Fund or the Trust no longer suits the purposes of the Policies due to a change
in its investment objectives or restrictions; (b) the shares or units of a Fund
or the Trust are no longer available for investment; or (c) in GIAC's view it
has become inappropriate to continue investing in the shares or units of a Fund
or the Trust. Before effecting a substitution, GIAC will obtain approval from
the SEC, the Delaware Insurance Department or such other regulatory authorities
as may be necessary.
An affected Policyowner may exchange a Policy for a fixed life insurance
policy in accordance with state insurance regulations if the Trust has been
terminated or ceases to have available units prior to its maturity date, or if
any Fund: (a) changes its investment adviser, or (b) makes material changes in
its investment objectives or restrictions. A Policyowner will be affected by
these events if he or she has allocated or transferred some or all of his or her
account value to the Trust or the applicable Fund when the event occurs.
GIAC will notify the affected Policyowners, in writing, if any such event
occurs and will describe the terms for an exchange. An affected Policyowner will
be able to exchange a Policy within 60 days of receiving such notice, or by the
effective date of the change, whichever is later. Exchanging a Policy may have
tax consequences.
29
<PAGE>
OTHER INFORMATION
Management of GIAC
The names of GIAC's directors and officers and a brief statement of each
person's business experience for the past five years appears below. Unless
otherwise noted, the business address for these individuals is 201 Park Avenue
South, New York, New York 10003.
The directors and officers of GIAC are named below together with
information about their principal occupations and affiliations during the past
five years. The business address of each director and officer is 201 Park Avenue
South, New York, New York 10003. The "Guardian Fund Complex" referred to in the
biographical information is comprised of (1) The Guardian Stock Fund, Inc., (2)
The Guardian Bond Fund, Inc., (3) The Guardian Cash Fund, Inc., (4) The Park
Avenue Portfolio (a series trust that issues its shares in ten series) and (5)
GIAC Funds, Inc. (a series fund that issues its shares in three series).
Name Title Business History
- ---- ----- ----------------
JOSEPH A. CARUSO Vice Vice President and Corporate Secretary,
President The Guardian Life Insurance Company of
and Secretary America 3/96 - present; Second Vice
President and Corporate Secretary 1/95 -
2/96; Corporate Secretary 10/92 - 12/94;
Assistant Secretary prior thereto.
Vice President and Secretary, Guardian
Investor Services Corporation;
Secretary, Guardian Asset Management
Corporation, Guardian Baillie Gifford
Limited and various mutual funds within
the Guardian Fund Complex.
PHILIP H. DUTTER Director Management Consultant (self-employed).
Director of The Guardian Life Insurance
Company of America 3/88 - present.
Director of Guardian Investor Services
Corporation.
JOHN M. FAGAN Vice Vice President, Life Policy Operations,
President The Guardian Life Insurance Company of
America. Vice President of Guardian
Investor Services Corporation.
30
<PAGE>
Name Title Business History
- ---- ----- ----------------
ARTHUR V. FERRARA 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 Guardian
Investor Services Corporation and
various mutual funds within the Guardian
Fund Complex.
CHARLES G. FISHER Vice Second Vice President and Actuary, The
President Guardian Life Insurance Company of
and Actuary America.
LEO R. FUTIA Director Retired. Former Chairman of the Board
and Chief Executive Officer, The
Guardian Life Insurance Company of
America; Director 5/70 - present.
Director (Trustee) of Guardian Investor
Services Corporation and various mutual
funds within the Guardian Fund Complex.
Director (Trustee) of various mutual
funds sponsored by Value Line, Inc.
ALEXANDER M. Second Second Vice President, Investments, The
GRANT, JR. Vice Guardian Life Insurance Company of
President America 1/97 - present; Assistant Vice
President prior thereto. Second Vice
President, Guardian Investor Services
Corporation. Officer of various mutual
funds within the Guardian Fund Complex.
EARL C. HARRY Treasurer Treasurer, The Guardian Life Insurance
Company of America 11/96 - present;
Assistant Treasurer prior thereto.
Treasurer of Guardian Investor Services
Corporation.
RAYMOND J. HENRY Second Second Vice President, Fixed Income
Vice Securities, The Guardian Life Insurance
President Company of America 1/94 - present;
Assistant Vice President prior thereto.
THOMAS R. HICKEY, JR. Vice Vice President, Equity Operations, The
President, Guardian Life Insurance Company of
Operations America. Senior Vice President, Guardian
Investor Services Corporation to
present; Vice President prior thereto.
Vice President of various mutual funds
within the Guardian Fund Complex.
PETER L. HUTCHINGS Director Executive Vice President and Chief
Financial Officer, The Guardian Life
Insurance Company of America. Director
of Guardian Investor Services
Corporation and Guardian Asset
Management Corporation.
31
<PAGE>
Name Title Business History
- ---- ----- ----------------
RYAN W. JOHNSON Vice Vice President, Equity Sales, The
President, Guardian Life Insurance Company of
Equity Sales America 3/95 - present; Second Vice
President, Equity Sales 3/95 - 2/98;
Regional Sales Director for Equity
Products, Western Division, prior
thereto. Senior Vice President, Guardian
Investor Services Corporation.
FRANK J. JONES Executive Executive Vice President and Chief
Vice Investment Officer, The Guardian Life
President, Insurance Company of America 1/94 -
Chief present; Senior Vice President and Chief
Investment Investment Officer prior thereto.
Officer and Director, Guardian Investor Services
Director Corporation, Guardian Baillie Gifford
Limited and Guardian Asset Management
Corporation. Officer of various mutual
funds within the Guardian Fund Complex.
EDWARD K. KANE Executive Executive Vice President, The Guardian
Vice Life Insurance Company of America 1/97 -
President present; Senior Vice President and
and Director General Counsel prior thereto; Director
11/88 - present. Director, Guardian
Asset Management Corporation.
ANN T. KEARNEY Second Second Vice President, Group Pensions,
Vice The Guardian Life Insurance Company of
President America 1/95 - present; Assistant Vice
President and Equity Controller 6/94 -
12/94; Assistant Controller prior
thereto. Controller of various mutual
funds within the Guardian Fund Complex.
EILEEN C. MCDONNELL Vice Vice President, Group Pensions, The
President, Guardian Life Insurance Company of
Group America 9/97 - present; Vice President,
Pensions Group Marketing, 9/95 - 9/97. Vice
President Strategic Marketing, The
Equitable Life Assurance Society of the
United States, 1/94 - 9/95; Vice
President, Northern Operations prior
thereto.
FRANK L. PEPE Vice Vice President and Controller, Equity
President Products, The Guardian Life Insurance
and Company of America 1/96 - present;
Controller Second Vice President and Controller,
Equity Products prior thereto. Vice
President and Controller of Guardian
Investor Services Corporation. Officer
of various mutual funds within the
Guardian Fund Complex.
RICHARD T. POTTER, JR. Vice Vice President and Equity Counsel, The
President Guardian Life Insurance Company of
and Counsel America 1/96 - present; Second Vice
President and Equity Counsel 1/93 -
12/95; Counsel prior thereto. Vice
President and Counsel of Guardian
Investor Services Corporation. Counsel
of Guardian Asset Management Corporation
and various mutual funds within the
Guardian Fund Complex.
32
<PAGE>
Name Title Business History
- ---- ----- ----------------
JOSEPH D. SARGENT President, President, Chief Executive Officer and
Chief Director, The Guardian Life Insurance
Executive Company of America 1/96 - present;
Officer and President 1/93 - 12/95; Director 1/93-
present. Chairman of the Board of
Guardian Investor Services Corporation,
Guardian Asset Management Corporation
and various mutual funds within the
Guardian Fund Complex. Director of
Guardian Baillie Gifford Limited.
JOHN M. SMITH Executive Executive Vice President, The Guardian
Vice Life Insurance Company of America 1/95 -
President present; Senior Vice President, Equity
and Director Products prior thereto. President and
Director, Guardian Investor Services
Corporation and Guardian Asset
Management Corporation. President,
GIAC Funds, Inc. Director, Guardian
Baillie Gifford Limited.
THOMAS G. SORRELL Vice Vice President, The Guardian Life
President 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, 4/93 - 12/93. Vice
President, Guardian Asset Management
Corporation. Officer, various mutual
funds within the Guardian Fund complex.
DONALD P. Vice Second Vice President, The Guardian Life
SULLIVAN, JR. President Insurance Company of America
1/95-present; Assistant Vice President
prior thereto. Vice President of
Guardian Investor Services Corporation.
WILLIAM C. WARREN Director Retired. Dean Emeritus, Columbia Law
School. Former Chairman of the Board,
Sandoz, Inc.; Director of The Guardian
Life Insurance Company of America since
1/57 and Director of Guardian Investor
Services Corporation.
No officer or director of GIAC receives any compensation from the Account.
No separately allocable compensation has been paid by GIAC, or any of its
affiliates, to any person listed above for services rendered to the Account.
State Regulation
GIAC is subject to the laws of the state of Delaware governing insurance
companies and to regulation by Delaware's Commissioner of Insurance (the
"Commissioner"). In addition, it is subject to the insurance laws and
regulations of the other states and jurisdictions in which it is licensed. An
annual statement in a prescribed form, including a separate statement with
respect to the operations of GIAC's separate accounts, must be filed with the
Commissioner and with regulatory authorities of other states on or before March
1st in each year. This statement covers GIAC's operations for the preceding year
and its financial condition as of December 31st of that year. GIAC's affairs are
subject to review and examination conducted by the Commissioner at least once in
every five years.
Guardian Life, GIAC's corporate parent, is subject to the laws of the State
of New York governing insurance companies and to regulation by the
Superintendent of Insurance of New York. Similarly, it is subject to the
insurance laws and regulations of the other states and jurisdictions in which it
is licensed to operate and is required to submit annual statements in the form
described above to New York and to the other states and jurisdictions. Its
affairs are subject to review and examination by the Superintendent of Insurance
of New York and his agents at all times, and a full examination is made at least
once in every five years.
33
<PAGE>
Legal Proceedings
There are no legal proceedings pending to which the Account is a party
which would materially affect the Account.
Legal Matters
The legal validity of the Policies described in this Prospectus has been
passed upon by Richard T. Potter, Jr., Vice President and Equity Counsel of
Guardian Life and Vice President and Counsel of GIAC.
Year 2000 Compliance
Like other financial and business organizations around the world, GIAC
could be adversely affected if the computer systems it uses internally, the
systems of its 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. GIAC
has been actively working to deal with this problem, and expects that its
systems and others upon which it is reliant will be adapted before January 1,
2000. However, there can be no assurance that these preparations will be
successful.
Registration Statement
A Registration Statement under the Securities Act of 1933 has been filed
with the SEC on behalf of the Account relating to the Policies described in this
Prospectus. This Prospectus does not include all of the information set forth in
the Registration Statement, as portions have been omitted pursuant to the rules
and regulations of the SEC. The omitted information may be obtained at the SEC's
principal office in Washington, D.C., upon payment of the SEC's prescribed fees.
Independent Accountants
Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York
10036, serves as independent accountants for the Account and for GIAC.
Experts
Actuarial matters included in this Prospectus have been examined by Charles
G. Fisher, F.S.A., Second Vice President and Actuary of Guardian Life and Vice
President and Actuary of GIAC. His opinion appears as an exhibit to the
Registration Statement for the Account filed with the SEC.
Financial Statements
The financial statements of the Account and the statutory basis financial
statements of GIAC are set forth in this Prospectus. The statutory basis
financial statements of GIAC should be distinguished from the financial
statements of the Account and should be considered only as bearing upon the
ability of GIAC to meet its obligations under a Policy.
34
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997
<TABLE>
<CAPTION>
Guardian Guardian Guardian
Stock Bond Cash
Combined Fund Fund Fund
-------- ---- ---- ----
<S> <C> <C> <S> <C>
FIFO Cost ............................................... -- $ 124,255,075 $ 27,464,251 $ 38,478,303
Assets
Shares owned in underlying fund -- Note 1 ............. -- 3,762,785 2,249,344 3,847,830
Net asset value per share ............................. -- 46.05 12.11 10.00
Total Assets (Shares x NAV) ......................... $ 369,056,632 173,276,237 27,239,561 38,478,303
------------- ------------- ------------- -------------
Liabilities
Due to Guardian Insurance & Annuity Company, Inc. ..... 615,721 151,106 25,455 319,420
------------- ------------- ------------- -------------
Net Assets-- Note 4 ................................. $ 368,440,911 $ 173,125,131 $ 27,214,106 $ 38,158,883
============= ============= ============= =============
<CAPTION>
Value Line
Baillie Strategic
Gifford Value Line Asset Smith Barney
International Centurion Management Fund 2004
Fund Fund Trust Trust
---- ---- ----- -----
<S> <C> <C> <C> <C>
FIFO Cost ............................................... $ 12,610,808 $ 66,698,381 $ 21,409,071 $ 3,658,783
Assets
Shares owned in underlying fund -- Note 1 ............. 741,882 3,195,824 1,275,831 9,895,093
Net asset value per share ............................. 18.27 25.52 22.13 0.68
Total Assets (Shares x NAV) ......................... 13,554,178 81,557,429 28,234,135 6,716,789
------------- ------------- ------------- -------------
Liabilities
Due to Guardian Insurance & Annuity Company, Inc. ..... 12,858 71,475 25,828 9,579
------------- ------------- ------------- -------------
Net Assets-- Note 4 ................................. $ 13,541,320 $ 81,485,954 $ 28,208,307 $ 6,707,210
============= ============= ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE GUARDIAN SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
Year Ended December 31, 1997
Guardian Guardian Guardian
Stock Bond Cash
Combined Fund Fund Fund
-------- ---- ---- ----
<S> <C> <C> <C> <C>
Investment Income
Income:
Reinvested dividends ................................ $ 6,616,178 $ 1,739,515 $ 1,710,580 $ 2,055,188
Expenses-- Note 3:
Mortality and expense risk charges .................. 1,829,589 799,675 140,921 206,307
------------- ------------- ------------- -------------
Net investment income/(expense) ...................... 4,786,589 939,840 1,569,659 1,848,881
------------- ------------- ------------- -------------
Realized and Unrealized Gain/(Loss) from Investments
Realized gain/(loss) from investments:
Net realized gain/(loss) from sale of investments ... 33,104,686 16,057,632 (28,485) --
Reinvested realized gain distributions .............. 35,270,854 18,616,046 -- --
------------- ------------- ------------- -------------
Net realized gain/(loss) on investments ............. 68,375,540 34,673,678 (28,485) --
------------- ------------- ------------- -------------
Unrealized appreciation/(depreciation) of investments:
End of year ......................................... 74,481,960 49,021,162 (224,690) --
Beginning of year ................................... 78,601,661 40,371,170 (956,520) --
------------- ------------- ------------- -------------
Change in unrealized appreciation/(depreciation) .... (4,119,701) 8,649,992 731,830 --
------------- ------------- ------------- -------------
Net realized and unrealized gain/(loss) from investment 64,255,839 43,323,670 703,345 --
------------- ------------- ------------- -------------
Net Increase/(Decrease) in Net Assets
Resulting from Operations ............................... $ 69,042,428 $ 44,263,510 $ 2,273,004 $ 1,848,881
============= ============= ============= =============
<CAPTION>
Value Line
Baillie Strategic
Gifford Value Line Asset Smith Barney
International Centurion Management Fund 2004
Fund Fund Trust Trust
---- ---- ----- -----
<S> <C> <C> <C> <C>
Investment Income
Income:
Reinvested dividends ................................ $ 225,674 $ 258,705 $ 626,516 $ --
Expenses-- Note 3:
Mortality and expense risk charges .................. 77,516 415,848 138,362 50,960
------------- ------------- ------------- -------------
Net investment income/(expense) ...................... 148,158 (157,143) 488,154 (50,960)
------------- ------------- ------------- -------------
Realized and Unrealized Gain/(Loss) from Investments
Realized gain/(loss) from investments:
Net realized gain/(loss) from sale of investments ... 2,352,225 12,106,826 2,000,608 615,880
Reinvested realized gain distributions .............. 532,799 13,251,425 2,870,584 --
------------- ------------- ------------- -------------
Net realized gain/(loss) on investments ............. 2,885,024 25,358,251 4,871,192 615,880
------------- ------------- ------------- -------------
Unrealized appreciation/(depreciation) of investments:
End of year ......................................... 943,370 14,859,048 6,825,064 3,058,006
Beginning of year ................................... 2,125,966 25,706,875 8,402,162 2,952,008
------------- ------------- ------------- -------------
Change in unrealized appreciation/(depreciation) .... (1,182,596) (10,847,827) (1,577,098) 105,998
------------- ------------- ------------- -------------
Net realized and unrealized gain/(loss) from investment 1,702,428 14,510,424 3,294,094 721,878
------------- ------------- ------------- -------------
Net Increase/(Decrease) in Net Assets
Resulting from Operations ............................... $ 1,850,586 $ 14,353,281 $ 3,782,248 $ 670,918
============= ============= ============= =============
</TABLE>
See notes to financial statements.
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Baillie
Guardian Guardian Guardian Gifford
Stock Bond Cash International
Combined Fund Fund Fund Fund
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Income
Reinvested dividends ......... $ 6,672,137 $ 1,647,066 $ 1,805,946 $ 2,281,404 $ 191,682
Expenses: -- Note 3
Mortality and expense risk
charges ..................... 1,627,892 600,492 148,959 236,546 68,284
------------ ------------ ------------ ------------ ------------
Net Investment income/
(expense) ..................... 5,044,245 1,046,574 1,656,987 2,044,858 123,398
------------ ------------ ------------ ------------ ------------
Realized and Unrealized Gain/
(Loss) From investments:
Realized gain/(loss)
from investments:
Net realized gain/(loss)
from sale of
investments ................ 31,428,234 14,529,250 (55,858) -- 1,323,959
Reinvested realized gain
distributions .............. 24,404,170 14,617,378 -- -- 189,128
------------ ------------ ------------ ------------ ------------
Net realized gain/(loss) on
investments ................ 55,832,404 29,146,628 (55,858) -- 1,513,087
------------ ------------ ------------ ------------ ------------
Unrealized appreciation/
(depreciation) of investments:
End of year ................ 78,601,661 40,371,170 (956,520) -- 2,125,966
Beginning of year .......... 92,971,957 43,614,273 (92,272) -- 1,973,564
------------ ------------ ------------ ------------ ------------
Change in unrealized
appreciation/
(depreciation) ............. (14,370,296) (3,243,103) (864,248) -- 152,402
------------ ------------ ------------ ------------ ------------
Net realized and unrealized
gain/(loss) from
investments .................. 41,462,108 25,903,525 (920,106) -- 1,665,489
------------ ------------ ------------ ------------ ------------
Net Increase/(Decrease) in
Net Assets Resulting
From Operations .................. $ 46,506,353 $ 26,950,099 $ 736,881 $ 2,044,858 $ 1,788,887
============ ============ ============ ============ ============
Value Line
Strategic Smith Barney Fund
Value Line Asset ------------------------------
Centurion Management 1995 2004
Fund Trust Trust* Trust
--------------------------------------------------------------------
Investment Income:
Income
Reinvested dividends ......... $ 324,498 $ 421,541 $ -- $ --
Expenses: -- Note 3
Mortality and expense risk
charges ..................... 384,615 136,805 -- 52,191
------------ ------------ ------------ ------------
Net Investment income/
(expense) ..................... (60,117) 284,736 -- (52,191)
------------ ------------ ------------ ------------
Realized and Unrealized Gain/
(Loss) From investments:
Realized gain/(loss)
from investments:
Net realized gain/(loss)
from sale of
investments ................ 10,162,138 4,611,619 -- 857,126
Reinvested realized gain
distributions .............. 8,355,825 1,241,839 -- --
------------ ------------ ------------ ------------
Net realized gain/(loss) on
investments ................ 18,517,963 5,853,458 -- 857,126
------------ ------------ ------------ ------------
Unrealized appreciation/
(depreciation) of investments:
End of year ................ 25,706,875 8,402,162 -- 2,952,008
Beginning of year .......... 32,739,717 10,872,368 -- 3,864,307
------------ ------------ ------------ ------------
Change in unrealized
appreciation/
(depreciation) ............. (7,032,842) (2,470,206) -- (912,299)
------------ ------------ ------------ ------------
Net realized and unrealized
gain/(loss) from
investments .................. 11,485,121 3,383,252 -- (55,173)
------------ ------------ ------------ ------------
Net Increase/(Decrease) in
Net Assets Resulting
From Operations .................. $ 11,425,004 $ 3,667,988 $ -- $ (107,364)
============ ============ ============ ============
</TABLE>
* The Smith Barney Fund 1995 Trust matured November 15, 1995.
See notes to financial statements.
35 & 36
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Baillie
Guardian Guardian Guardian Gifford
Stock Bond Cash International
Combined Fund Fund Fund Fund
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Income:
Reinvested dividends .......... $ 7,659,873 $ 2,578,648 $ 1,774,450 $ 2,478,072 $ 213,616
Expenses: -- Note 3
Mortality and expense risk
charges ...................... 1,550,245 529,940 153,576 232,823 66,058
------------ ------------ ------------ ------------ ------------
Net Investment income/
(expense) ...................... 6,109,628 2,048,708 1,620,874 2,245,249 147,558
------------ ------------ ------------ ------------ ------------
Realized and Unrealized Gain/
(Loss) From investments:
Realized gain/(loss)
from investments:
Net realized gain/(loss)
from sale of
investments ................. 5,961,186 543,943 13,619 -- 46,147
Reinvested realized gain
distributions ............... 6,137,653 3,764,569 -- -- 486,566
------------ ------------ ------------ ------------ ------------
Net realized gain/(loss) on
investments ................. 12,098,839 4,308,512 13,619 -- 532,713
------------ ------------ ------------ ------------ ------------
Unrealized appreciation/
(depreciation) of investments:
End of year ................. 92,971,957 43,614,272 (92,272) -- 1,973,564
Beginning of year ........... 45,567,543 21,374,190 (3,184,215) -- 1,522,968
------------ ------------ ------------ ------------ ------------
Change in unrealized
appreciation/
(depreciation) .............. 47,404,414 22,240,082 3,091,943 -- 450,596
------------ ------------ ------------ ------------ ------------
Net realized and unrealized
gain/(loss) from
investments ................... 59,503,253 26,548,594 3,105,562 -- 983,309
------------ ------------ ------------ ------------ ------------
Net Increase (Decrease) in
Net Assets Resulting
From Operations ................ $ 65,612,881 $ 28,597,302 $ 4,726,436 $ 2,245,249 $ 1,130,867
============ ============ ============ ============ ============
Value Line
Strategic Smith Barney Fund
Value Line Asset ------------------------------
Centurion Management 1995 2004
Fund Trust Trust Trust
--------------------------------------------------------------------
Investment Income:
Income:
Reinvested dividends .......... $ 302,532 $ 312,555 $ -- $ --
Expenses: -- Note 3
Mortality and expense risk
charges ...................... 350,012 118,662 51,747 47,427
------------ ------------ ------------ ------------
Net Investment income/
(expense) ...................... (47,480) 193,893 (51,747) (47,427)
------------ ------------ ------------ ------------
Realized and Unrealized Gain/
(Loss) From investments:
Realized gain/(loss)
from investments:
Net realized gain/(loss)
from sale of
investments ................. 198,063 440,995 4,276,887 441,532
Reinvested realized gain
distributions ............... 1,694,177 192,341 -- --
------------ ------------ ------------ ------------
Net realized gain/(loss) on
investments ................. 1,892,240 633,336 4,276,887 441,532
------------ ------------ ------------ ------------
Unrealized appreciation/
(depreciation) of investments:
End of year ................. 32,739,717 10,872,368 1 3,864,307
Beginning of year ........... 13,358,358 6,144,609 3,809,525 2,542,108
------------ ------------ ------------ ------------
Change in unrealized
appreciation/
(depreciation) .............. 19,381,359 4,727,759 (3,809,524) 1,322,199
------------ ------------ ------------ ------------
Net realized and unrealized
gain/(loss) from
investments ................... 21,273,599 5,361,095 467,363 1,763,731
------------ ------------ ------------ ------------
Net Increase (Decrease) in
Net Assets Resulting
From Operations ................ $ 21,226,119 $ 5,554,988 $ 415,616 $ 1,716,304
============ ============ ============ ============
</TABLE>
See notes to financial statements.
37
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
Years Ended December 31, 1995, 1996 and 1997
<TABLE>
<CAPTION>
Guardian Guardian
Stock Bond
Combined Fund Fund
-------- ---- ----
<S> <C> <C> <S>
1997 Increase/(Decrease) from Operations
Net investment income/(expense) .................................. $ 4,786,589 $ 939,840 $ 1,569,659
Net realized gain/(loss) from sale of investments ................ 33,104,686 16,057,632 (28,485)
Reinvested realized gain distributions ........................... 35,270,854 18,616,046 --
Change in unrealized appreciation/(depreciation) of investments .. (4,119,701) 8,649,992 731,830
------------- ------------- -------------
Net increase/(decrease) resulting from operations ................ 69,042,428 44,263,510 2,273,004
------------- ------------- -------------
1997 Policy Transactions
Transfer of net premium .......................................... 753,182 -- --
Transfer of net policy loading-- Note 3 .......................... (1,164,126) (423,917) (108,632)
Transfer on account of death ..................................... (2,292,225) (514,975) (321,279)
Transfer on account of other terminations ........................ (13,397,199) (3,693,179) (1,068,823)
Transfer of policy loans ......................................... (5,432,246) (2,815,136) (436,744)
Transfer of cost of insurance-- Note 3 ........................... (5,117,351) (2,111,617) (446,903)
Transfer between/within separate accounts ........................ 582,233 5,757,291 (736,067)
Transfers -- other ............................................... (41,465) (5,458) (2,150)
------------- ------------- -------------
Net increase/(decrease) from contract transactions ................. (26,109,197) (3,806,991) (3,120,598)
------------- ------------- -------------
Total Increase/(Decrease) in Net Assets ............................ 42,933,231 40,456,519 (847,594)
Net Assets at December 31, 1996 .................................. 325,507,680 132,668,612 28,061,700
------------- ------------- -------------
Net Assets at December 31, 1997 .................................. $ 368,440,911 $ 173,125,131 $ 27,214,106
============= ============= =============
1996 Increase/(Decrease) from Operations
Net investment income/(expense) .................................. $ 5,044,245 $ 1,046,574 $ 1,656,987
Net realized gain/(loss) from sale of investments ................ 31,428,234 14,529,250 (55,858)
Reinvested realized gain distributions ........................... 24,404,170 14,617,378 --
Change in unrealized appreciation/(depreciation) of investments .. (14,370,296) (3,243,103) (864,248)
------------- ------------- -------------
Net increase/(decrease) resulting from operations ................ 46,506,353 26,950,099 736,881
------------- ------------- -------------
1996 Policy Transactions
Transfer of net premium .......................................... 539,171 -- --
Transfer of net policy loading-- Note 3 .......................... (1,703,389) (557,957) (180,262)
Transfer on account of death ..................................... (2,934,635) (788,898) (390,279)
Transfer on account of other terminations ........................ (13,965,860) (4,180,301) (1,259,971)
Transfer of policy loans ......................................... (4,194,389) (1,481,557) (222,194)
Transfer of cost of insurance-- Note 3 ........................... (4,497,215) (1,594,165) (458,676)
Transfer between/within separate accounts ........................ (37,810) 1,647,418 276,538
Transfers-- other ................................................ (11,906) (2,751) (4,514)
------------- ------------- -------------
Net increase/(decrease) from contract transactions ................. (26,806,033) (6,958,211) (2,239,358)
------------- ------------- -------------
Total Increase/(Decrease) in Net Assets ............................ 19,700,320 19,991,888 (1,502,477)
Net Assets at December 31, 1995 .................................. 305,807,360 112,676,724 29,564,177
------------- ------------- -------------
Net Assets at December 31, 1996 .................................. $ 325,507,680 $ 132,668,612 $ 28,061,700
============= ============= =============
<CAPTION>
Baillie
Guardian Gifford Value Line
Cash International Centurion
Fund Fund Fund
---- ---- ----
<S> <C> <C> <C>
1997 Increase/(Decrease) from Operations
Net investment income/(expense) .................................. $ 1,848,881 $ 148,158 $ (157,143)
Net realized gain/(loss) from sale of investments ................ -- 2,352,225 12,106,826
Reinvested realized gain distributions ........................... -- 532,799 13,251,425
Change in unrealized appreciation/(depreciation) of investments .. -- (1,182,596) (10,847,827)
------------- ------------- -------------
Net increase/(decrease) resulting from operations ................ 1,848,881 1,850,586 14,353,281
------------- ------------- -------------
1997 Policy Transactions
Transfer of net premium .......................................... 753,182 -- --
Transfer of net policy loading-- Note 3 .......................... (207,932) (64,311) (225,853)
Transfer on account of death ..................................... (361,895) (67,956) (875,544)
Transfer on account of other terminations ........................ (3,254,809) (504,070) (3,829,645)
Transfer of policy loans ......................................... (722,315) (191,337) (876,097)
Transfer of cost of insurance-- Note 3 ........................... (702,194) (201,200) (1,171,378)
Transfer between/within separate accounts ........................ 2,099,999 (1,523,096) (4,890,720)
Transfers -- other ............................................... 2,176 (2,165) (32,346)
------------- ------------- -------------
Net increase/(decrease) from contract transactions ................. (2,393,788) (2,554,135) (11,901,583)
------------- ------------- -------------
Total Increase/(Decrease) in Net Assets ............................ (544,907) (703,549) 2,451,698
Net Assets at December 31, 1996 .................................. 38,703,790 14,244,869 79,034,256
------------- ------------- -------------
Net Assets at December 31, 1997 .................................. $ 38,158,883 $ 13,541,320 $ 81,485,954
============= ============= =============
1996 Increase/(Decrease) from Operations
Net investment income/(expense) .................................. $ 2,044,858 $ 123,398 $ (60,117)
Net realized gain/(loss) from sale of investments ................ -- 1,323,959 10,162,138
Reinvested realized gain distributions ........................... -- 189,128 8,355,825
Change in unrealized appreciation/(depreciation) of investments .. -- 152,402 (7,032,842)
------------- ------------- -------------
Net increase/(decrease) resulting from operations ................ 2,044,858 1,788,887 11,425,004
------------- ------------- -------------
1996 Policy Transactions
Transfer of net premium .......................................... 539,171 -- --
Transfer of net policy loading-- Note 3 .......................... (334,255) (82,603) (345,696)
Transfer on account of death ..................................... (407,011) (6,239) (876,377)
Transfer on account of other terminations ........................ (4,704,225) (599,693) (2,255,596)
Transfer of policy loans ......................................... (1,124,798) 160,415 (816,910)
Transfer of cost of insurance-- Note 3 ........................... (720,637) (181,730) (1,063,484)
Transfer between/within separate accounts ........................ (1,048,573) 1,324,368 (1,804,596)
Transfers-- other ................................................ 1,524 (2,959) (2,051)
------------- ------------- -------------
Net increase/(decrease) from contract transactions ................. (7,798,804) 611,559 (7,164,710)
------------- ------------- -------------
Total Increase/(Decrease) in Net Assets ............................ (5,753,946) 2,400,446 4,260,294
Net Assets at December 31, 1995 .................................. 44,457,736 11,844,423 74,773,962
------------- ------------- -------------
Net Assets at December 31, 1996 .................................. $ 38,703,790 $ 14,244,869 $ 79,034,256
============= ============= =============
<CAPTION>
Value Line
Strategic
Asset Smith Barney
Management Fund 2004
Trust Trust
----- -----
<S> <C> <C>
1997 Increase/(Decrease) from Operations
Net investment income/(expense) .................................. $ 488,154 $ (50,960)
Net realized gain/(loss) from sale of investments ................ 2,000,608 615,880
Reinvested realized gain distributions ........................... 2,870,584 --
Change in unrealized appreciation/(depreciation) of investments .. (1,577,098) 105,998
------------- -------------
Net increase/(decrease) resulting from operations ................ 3,782,248 670,918
------------- -------------
1997 Policy Transactions
Transfer of net premium .......................................... -- --
Transfer of net policy loading-- Note 3 .......................... (107,968) (25,513)
Transfer on account of death ..................................... (131,528) (19,048)
Transfer on account of other terminations ........................ (662,124) (384,549)
Transfer of policy loans ......................................... (325,194) (65,423)
Transfer of cost of insurance-- Note 3 ........................... (393,226) (90,833)
Transfer between/within separate accounts ........................ (12,824) (112,350)
Transfers -- other ............................................... (1,244) (278)
------------- -------------
Net increase/(decrease) from contract transactions ................. (1,634,108) (697,994)
------------- -------------
Total Increase/(Decrease) in Net Assets ............................ 2,148,140 (27,076)
Net Assets at December 31, 1996 .................................. 26,060,167 6,734,286
------------- -------------
Net Assets at December 31, 1997 .................................. $ 28,208,307 $ 6,707,210
============= =============
1996 Increase/(Decrease) from Operations
Net investment income/(expense) .................................. $ 284,736 $ (52,191)
Net realized gain/(loss) from sale of investments ................ 4,611,619 857,126
Reinvested realized gain distributions ........................... 1,241,839 --
Change in unrealized appreciation/(depreciation) of investments .. (2,470,206) (912,299)
------------- -------------
Net increase/(decrease) resulting from operations ................ 3,667,988 (107,364)
------------- -------------
1996 Policy Transactions
Transfer of net premium .......................................... -- --
Transfer of net policy loading-- Note 3 .......................... (165,141) (37,475)
Transfer on account of death ..................................... (408,587) (57,244)
Transfer on account of other terminations ........................ (955,665) (10,409)
Transfer of policy loans ......................................... (696,729) (12,616)
Transfer of cost of insurance-- Note 3 ........................... (388,429) (90,094)
Transfer between/within separate accounts ........................ 7,769 (440,734)
Transfers-- other ................................................ (617) (538)
------------- -------------
Net increase/(decrease) from contract transactions ................. (2,607,399) (649,110)
------------- -------------
Total Increase/(Decrease) in Net Assets ............................ 1,060,589 (756,474)
Net Assets at December 31, 1995 .................................. 24,999,578 7,490,760
------------- -------------
Net Assets at December 31, 1996 .................................. $ 26,060,167 $ 6,734,286
============= =============
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
38 & 39
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
STATEMENT OF CHANGES IN NET ASSETS -- (Continued)
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Baillie
Guardian Guardian Guardian Gifford
Stock Bond Cash International
Combined Fund Fund Fund Fund
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 Increase/(Decrease) from
Operations
Net Investment income/
(expense) ..................... $ 6,109,628 $ 2,048,708 $ 1,620,874 $ 2,245,249 $ 147,558
Net realized gain/(loss)
from sale of
investments ................... 5,961,186 543,943 13,619 -- 46,147
Reinvested realized gain
distributions .............. 6,137,653 3,764,569 -- -- 486,566
Change in unrealized
appreciation/(depreciation)
of investments ............... 47,404,414 22,240,082 3,091,943 -- 450,596
------------- ------------- ------------- ------------- -------------
Net increase/(decrease)
resulting from
operations ................ 65,612,881 28,597,302 4,726,436 2,245,249 1,130,867
------------- ------------- ------------- ------------- -------------
1995 Policy Transactions
Transfer of net premium ........ 1,570,563 -- -- 1,570,563 --
Transfer of net policy loading
-- Note 3 .................. (1,807,580) (591,667) (210,121) (268,589) (88,076)
Transfer on account of death ... (1,210,643) (293,016) (109,850) (161,839) (29,411)
Transfer on account of other
terminations .............. (13,405,656) (3,635,329) (1,367,200) (2,637,495) (473,765)
Transfer of policy loans ....... (6,267,392) (2,066,899) (575,033) (1,827,324) (318,127)
Transfer of cost of insurance --
Note 3 .................... (3,943,588) (1,301,517) (430,935) (695,556) (148,709)
Transfer between/within
separate accounts ......... (30,718) 10,000,468 (3,323,432) (4,905,192) (3,370,606)
Transfers-- other .............. (958,339) (1,631) 34 7,133 629
------------- ------------- ------------- ------------- -------------
Net increase/(decrease) from
contract transactions ........ (26,053,353) 2,110,409 (6,016,537) (8,918,299) (4,428,065)
------------- ------------- ------------- ------------- -------------
Total Increase/(Decrease) in Net
Assets ......................... 39,559,528 30,707,711 (1,290,101) (6,673,050) (3,297,198)
Net Assets at
December 31, 1994 ............ 266,247,832 81,969,013 30,854,278 51,130,786 15,141,621
------------- ------------- ------------- ------------- -------------
Net Assets at December 31,
1995 ........................... $ 305,807,360 $ 112,676,724 $ 29,564,177 $ 44,457,736 $ 11,844,423
============= ============= ============= ============= =============
Value Line
Strategic Smith Barney Fund
Value Line Asset --------------------------------
Centurion Management 1995 2004
Fund Trust Trust* Trust
------------------------------------------------------------------------
1995 Increase/(Decrease) from
Operations
Net Investment income/
(expense) ..................... $ (47,480) $ 193,893 $ (51,747) $ (47,427)
Net realized gain/(loss)
from sale of
investments ................... 198,063 440,995 4,276,887 441,532
Reinvested realized gain
distribution ............... 1,694,177 192,341 -- --
Change in unrealized
appreciation/(depreciation)
of investments ............... 19,381,359 4,727,759 (3,809,524) 1,322,199
------------- ------------- ------------- -------------
Net increase/(decrease)
resulting from
operations ................ 21,226,119 5,554,988 415,616 1,716,304
------------- ------------- ------------- -------------
1995 Policy Transactions
Transfer of net premium ........ -- -- -- --
Transfer of net policy loading
-- Note 3 .................. (402,193) (156,479) (47,856) (42,599)
Transfer on account of death ... (447,269) (129,354) -- (39,904)
Transfer on account of other
terminations .............. (3,305,581) (1,369,269) (256,554) (360,463)
Transfer of policy loans ....... (1,219,306) (255,149) 5,345 (10,899)
Transfer of cost of insurance --
Note 3 .................... (889,773) (321,807) (84,250) (71,041)
Transfer between/within
separate accounts ......... 6,951,518 859,950 (7,949,994) 1,706,570
Transfers-- other .............. 4,225 (145,930) (301,047) (521,752)
------------- ------------- ------------- -------------
Net increase/(decrease) from
contract transactions ........ 691,621 (1,518,038) (8,634,356) 659,912
------------- ------------- ------------- -------------
Total Increase/(Decrease) in Net
Assets ......................... 21,917,740 4,036,950 (8,218,740) 2,376,216
Net Assets at
December 31, 1994 ............ 52,856,222 20,962,628 8,218,740 5,114,544
------------- ------------- ------------- -------------
Net Assets at December 31,
1995 ........................... $ 74,773,962 $ 24,999,578 -- $ 7,490,760
============= ============= ============= =============
</TABLE>
* The Smith Barney Fund 1995 Trust Matured November 15, 1995.
See notes to financial statements.
40
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 1 -- Organization
The Guardian Separate Account B (the Account) of The Guardian Insurance &
Annuity Company, Inc. (GIAC) is a unit investment trust registered under the
Investment Company Act of 1940, as amended. GIAC established the Account as a
separate investment account on November 16, 1984. The Account commenced
operations on June 28, 1985. GIAC, a wholly owned subsidiary of The Guardian
Life Insurance Company of America (Guardian Life), issues the single premium
variable life insurance policies offered through the Account. GIAC provides for
variable accumulations and benefits under the policies by crediting the net
premium payments or policy loan repayments to one or more investment divisions
established within the Account as selected by the policyowner. The Account
currently comprises seven investment divisions which invest in the shares of
certain mutual funds and a unit investment trust. However, a policyowner can
only invest in up to four investment divisions. Prior to February 28, 1997,
policyowners could also allocate net premium purchase payments or transfers of
contract values to The Guardian Real Estate Account (GREA), another separate
investment account established by GIAC. Effective December 19, 1997 GREA was
liquidated and all balances in that account were transfered to the Guardian Cash
Fund or other investment divisions within the account as instructed by the
policyowners. The policyowner also has the ability to transfer his or her policy
value among the investment divisions within the Account. Six of the investment
divisions of the Account invest in shares of one of the following mutual funds:
The Guardian Stock Fund, Inc. (GSF), The Guardian Bond Fund, Inc. (GBF), The
Guardian Cash Fund, Inc. (GCF), Baillie Gifford International Fund (BGIF), Value
Line Centurion Fund, Inc. and Value Line Strategic Asset Management Trust
(collectively, the Funds and individually, a Fund). The Account's other
investment division purchases units in The Smith Barney Fund of Stripped
("Zero") U.S. Treasury Securities, Series A-2004 Trust (the "Trust").
GSF, GBF and GCF each has an investment advisory agreement with Guardian
Investor Services Corporation, a wholly owned subsidiary of GIAC. BGIF has an
investment advisory agreement with Guardian Baillie Gifford Ltd., a joint
venture company formed by GIAC and Baillie Gifford Overseas Ltd.
Under applicable insurance law, the assets and liabilities of the Account
are clearly identified and distinguished from the other assets and liabilities
of GIAC. The assets of the Account will not be charged with any liabilities
arising out of any other business conducted by GIAC, but the obligations of the
Account, including the promise to make benefit payments, are obligations of
GIAC.
Changes in net assets maintained in the Account provide the basis for the
periodic determination of benefits under the policies. The net assets are
sufficient to fund the amount required under state insurance law to provide for
death benefits (without regard to the policy's minimum death benefit guarantee)
and other policy benefits. Additional assets are held in GIAC's general account
to cover the contingency that a policy's guaranteed minimum death benefit might
exceed the death benefit which would have been payable in the absence of such
guarantee.
Note 2 -- Significant Accounting Policies
The following is a summary of significant accounting policies of the
Account.
Investments
(a) Proceeds from the sale of single premium variable life insurance
policies are invested by the Account's investment divisions in shares of the
corre-
38
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS (continued)
sponding Funds or Trust at net asset value. All distributions made by a Fund are
reinvested in shares of the same Fund.
(b) The market value of the investments in the Funds is based on the net
asset value of the respective Funds as of their close of business on the
valuation date.
(c) The market value of the investments in the Trust is determined by
Standard & Poor's Corporation (the Evaluator) on the basis of current offering
bid prices for the securities, if available, current prices for comparable
securities, the value of the securities as determined by appraisal, or any
combination of the foregoing.
(d) Investment transactions are accounted for on the trade date and income
is recorded on the ex-dividend date.
(e) The cost of investments sold is determined on a first in, first out
(FIFO) basis.
Federal Income Taxes
The operations of the Account are part of the operations of GIAC and, as
such, are included in the combined tax return of GIAC. GIAC is taxed as a life
insurance company under the Internal Revenue Code of 1986, as amended.
Under current tax law, no federal taxes are payable by GIAC with respect
to the operations of the Account.
Purchase and Sales
During the years ended December 31, 1997 and December 31, 1996, purchases
and sales of shares of the Funds were as follows:
<TABLE>
<CAPTION>
The Guardian Separate Account B Purchases Purchases Sales Sales
December 31, December 31, December 31, December 31,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
The Guardian Stock Fund, Inc. .......... $ 45,028,218 $ 36,247,162 $ 29,223,645 $ 27,494,931
The Guardian Bond Fund, Inc. ........... 5,812,810 7,625,304 7,359,829 8,199,714
The Guardian Cash Fund, Inc. ........... 39,140,318 36,123,548 39,644,331 41,847,880
Baillie Gifford International Fund ..... 5,223,804 6,159,251 7,094,469 5,230,882
Value Line Centurion Fund, Inc. ........ 24,923,425 22,011,550 23,716,878 20,854,937
The Value Line Strategic Asset
Management Trust ...................... 5,226,943 6,938,828 3,496,941 8,009,846
Smith Barney Fund 2004 Trust ........... 184,955 628,819 931,948 1,327,931
------------ ------------ ------------ ------------
Total .............................. $125,540,473 $115,734,462 $111,468,041 $112,966,121
============ ============ ============ ============
</TABLE>
39
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS (continued)
Note 3 -- Administrative and Mortality
and Expense Risk Charges
GIAC assumes mortality and expense risk related to the operations of the
Account. To cover these risks, GIAC deducts from each policy a daily charge from
the net assets of the Account which, on an annual basis, is equal to a rate of
.50% of a policy's account value. GIAC pays all transaction charges to Smith
Barney Inc. on the sale of Trust units to the Account and deducts a daily asset
charge against the assets of the Trust for reimbursement of these transaction
charges. The asset charge is currently equivalent to an effective annual rate of
.25% of the daily unit value of the Trust.
GIAC deducts certain charges from the single premium which are known as
"policy loading". The policy loading includes sales and administrative expenses,
state premium taxes and a risk charge for the guaranteed minimum death benefit.
The gross single premium paid by a policyowner is allocated to the Account on
the policy date and becomes the policy's account value. Thereafter, allocated
policy loading is subtracted from a policy's account value in equal yearly
installments at the beginning of the second through the eleventh policy years.
In addition, GIAC also makes a monthly charge for the cost of life
insurance, based on the account value of the policyowner's insurance in force,
as compensation for the anticipated cost of paying death benefits.
Currently, GIAC makes no charge against the Account for GIAC's federal
income taxes. However, GIAC reserves the right to charge taxes attributable to
the Account in the future.
Under current laws, GIAC may incur state and local taxes (in addition to
premium taxes) in several states. At present, these taxes are not significant.
In the event of a material change in applicable state or local tax laws, GIAC
reserves the right to charge the Account for such taxes attributable to the
Account.
Note 4 -- Net Assets, December 31, 1997
At December 31, 1997, net assets of the Account were as follows:
Accumulation of Single Premium
Variable Life Insurance
Policyowners' Accounts $367,106,642
Owned by GIAC 1,334,269
------------
$368,440,911
============
The amount retained by GIAC in the Account comprises GIAC's initial
contribution to the Account together with amounts which GIAC allocated to the
Account to facilitate the commencement of its operations, unamortized allocated
policy loading (see Note 3), and amounts accruing to GIAC from the operations of
the Account and retained therein. Amounts retained by GIAC in the Account in
excess of unamortized allocated policy loading of $1,164,127 at December 31,
1997 may be transferred by GIAC to its general account.
In some instances the calculation of total assets may not agree due to
rounding.
40
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
The Guardian Insurance & Annuity Company, Inc.
and the Policyowners of The Guardian Separate Account B, "Value Plus"
In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the investment divisions
relating to The Guardian Stock Fund, Inc., The Guardian Bond Fund, Inc., The
Guardian Cash Fund, Inc., Baillie Gifford International Fund, Value Line
Centurion Fund, Inc., Value Line Strategic Asset Management Trust and The Smith
Barney Fund Stripped ("Zero") U.S. Treasury Securities, Series A-2004 Trust
(constituting The Guardian Separate Account B, "Value Plus") at December 31,
1997, and the results of each of their operations and changes in each of their
net assets for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
management of The Guardian Insurance & Annuity Company, Inc.; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1997 by
correspondence with the transfer agents of the underlying funds, provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
New York, New York
February 18, 1998
- --------------------------------------------------------------------------------
41
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS BALANCE SHEETS
<TABLE>
<CAPTION>
As of December 31,
-------------------------------
1997 1996
-------------- --------------
<S> <C> <C>
ADMITTED ASSETS
Investments:
Fixed maturities, principally at amortized cost
(market: 1997 - $492,052,307; 1996 - $491,271,164) ............. $ 484,747,832 $ 490,445,948
Affiliated mutual funds, at market ............................... 30,551,186 2,755,672
Investment in subsidiary ......................................... 12,073,143 7,746,643
Policy loans - variable life insurance ........................... 72,737,781 68,143,068
Cash and short-term investments .................................. 23,602,410 17,825,039
Investment in joint venture ...................................... 345,492 285,874
Accrued investment income receivable ................................ 13,303,271 10,553,405
Due from parent and affiliates ...................................... 7,573,304 6,507,913
Other assets ........................................................ 12,557,432 12,173,268
Receivable from separate accounts ................................... 30,203,923 11,606,587
Variable annuity and EISP/CIP separate account assets ............... 6,810,882,719 5,248,159,777
Variable life separate account assets ............................... 414,699,239 342,921,803
-------------- --------------
TOTAL ADMITTED ASSETS .......................................... $7,913,277,732 $6,219,124,997
============== ==============
LIABILITIES
Policy liabilities and accruals:
Fixed deferred reserves .......................................... $ 339,797,646 $ 329,681,355
Fixed immediate reserves ......................................... 7,397,461 5,874,894
Life reserves .................................................... 67,799,492 65,462,693
Minimum death benefit guarantees ................................. 1,117,645 1,257,777
Policy loan collateral fund reserve .............................. 70,734,812 65,762,820
Accrued expenses, taxes, & commissions ........................... 1,592,997 2,712,360
Due to parent and affiliates ........................................ 20,408,087 15,304,638
Federal income taxes payable ........................................ 10,939,640 4,743,447
Other liabilities ................................................... 20,540,325 30,079,434
Asset valuation reserve ............................................. 26,305,528 15,121,269
Variable annuity and EISP/CIP separate account liabilities .......... 6,750,575,077 5,193,574,218
Variable life separate account liabilities .......................... 413,364,790 335,769,184
-------------- --------------
TOTAL LIABILITIES .............................................. $7,730,573,500 $6,065,344,089
COMMON STOCK AND SURPLUS
Common Stock, $100 par value, 20,000 shares authorized, issued and
outstanding ....................................................... 2,000,000 2,000,000
Additional paid-in surplus .......................................... 137,398,292 137,398,292
Assigned and unassigned surplus ..................................... 43,305,940 14,382,616
-------------- --------------
Total Common Stock and Surplus ................................. 182,704,232 153,780,908
-------------- --------------
TOTAL LIABILITIES, COMMON STOCK AND SURPLUS .................... $7,913,277,732 $6,219,124,997
============== ==============
</TABLE>
See notes to statutory basis financial statements.
B-9
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Revenues:
Premiums and annuity considerations:
Variable annuity considerations ............. $ 995,209,301 $ 731,792,764 $ 537,841,762
Life insurance premiums and fixed
annuity considerations .................... 68,222,360 44,874,269 73,938,212
Net investment income ......................... 47,993,754 42,366,902 36,293,598
Amortization of IMR ........................... 111,783 333,219 257,380
Net gain from operations of separate accounts . 5,780,327 8,860,462 --
Service fees .................................. 76,350,291 58,774,486 46,560,286
Variable life -- cost of insurance ............ 11,205,120 4,844,028 4,232,564
Reserve adjustments on reinsurance ceded ...... 7,885,341 30,636,445 (32,192,749)
Commission and expense allowances ............. 16,268,128 14,508,840 10,057,974
Other income .................................. 5,178,266 2,535,356 1,127,526
--------------- --------------- ---------------
1,234,204,671 939,526,771 678,116,553
--------------- --------------- ---------------
Benefits and expenses:
Benefits:
Death benefits .............................. 5,340,675 6,785,456 4,774,584
Annuity benefits ............................ 687,719,014 426,072,773 276,568,762
Surrender benefits .......................... 17,620,583 17,459,706 17,660,413
Increase in reserves ........................ 18,291,585 82,891,516 65,349,399
Net transfers to (from) separate accounts:
Variable annuity and EISP/CIP ............... 359,468,681 323,093,897 252,772,988
Variable Life ............................... (630,102) (10,417,095) (17,796,371)
Commissions ................................... 43,352,989 39,233,431 34,364,742
General insurance expenses .................... 59,476,685 42,523,892 25,888,456
Taxes, licenses and fees ...................... 3,743,414 3,723,858 2,477,492
Reinsurance terminations ...................... 182,535 (15,470,015) 11,002,701
--------------- --------------- ---------------
1,194,566,059 915,897,419 673,063,166
--------------- --------------- ---------------
Income before income taxes and realized
gains from investments ...................... 39,638,612 23,629,352 5,053,387
Federal income taxes .......................... 12,073,500 3,941,460 439,667
--------------- --------------- ---------------
Income from operations, net of federal
income taxes, and before net realized
gains ....................................... 27,565,112 19,687,892 4,613,720
Realized gains from investments, net of federal
income taxes, net of transfer to IMR ........ 472,127 7,540 342,455
--------------- --------------- ---------------
Net income .................................... $ 28,037,239 $ 19,695,432 $ 4,956,175
=============== =============== ===============
</TABLE>
See notes to statutory basis financial statements.
B-10
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS STATEMENTS OF CHANGES IN COMMON STOCK AND SURPLUS
<TABLE>
<CAPTION>
Assigned and
Additional Unassigned Total
Common Paid-in Surplus Common Stock
Stock Surplus (Deficit) and Surplus
------ ---------- ------------ ------------
<S> <C> <C> <C> <C>
Balances at December 31, 1994 .................... $2,000,000 $137,398,292 $(1,817,759) $137,580,533
---------- ------------ ----------- ------------
Net income from operations ....................... 4,956,175 4,956,175
Increase in unrealized appreciation of Company's
investment in separate accounts, net of
applicable taxes .............................. 3,024,930 3,024,930
Decrease in unrealized appreciation of Company's
investment in joint venture ................... (6,803) (6,803)
Increase in unrealized appreciation of Company's
investment in subsidiary ...................... 298,534 298,534
Increase in non-admitted assets .................. (7,078) (7,078)
Disallowed interest maintenance reserve .......... 143,080 143,080
Net increase in asset valuation reserve .......... (4,111,444) (4,111,444)
---------- ------------ ----------- ------------
Balances at December 31, 1995 .................... 2,000,000 137,398,292 2,479,635 141,877,927
---------- ------------ ----------- ------------
Net income from operations ....................... 19,695,433 19,695,433
Tax on prior years separate account seed
investment unrealized gains ................... (104,732) (104,732)
Increase in unrealized appreciation of Company's
investment in joint venture ................... 241,456 241,456
Increase in unrealized appreciation of Company's
investment in subsidiary ...................... 142,201 142,201
Decrease in unrealized appreciation of Company's
investment in other assets .................... (9,384) (9,384)
Increase in non-admitted assets .................. (80,815) (80,815)
Disallowed interest maintenance reserve .......... (128,107) (128,107)
Surplus changes resulting from reinsurance ....... (2,073,155) (2,073,155)
Net increase in asset valuation reserve .......... (5,779,916) (5,779,916)
---------- ------------ ----------- ------------
Balances at December 31, 1996 .................... 2,000,000 137,398,292 14,382,616 153,780,908
========== ============ =========== ============
Net income from operations ....................... 28,037,239 28,037,239
Increase in unrealized appreciation of Company's
investment in joint venture ................... 42,908 42,908
Increase in unrealized appreciation of Company's
investment in subsidiary ...................... 4,326,500 4,326,500
Increase in unrealized appreciation of Company's
investment in other assets .................... 9,384 9,384
Increase in unrealized appreciation of Company's
investment in an affiliated mutual fund ....... 7,271,233 7,271,233
Decrease in non-admitted assets .................. 83,011 83,011
Disallowed interest maintenance reserve .......... (197,600) (197,600)
Surplus changes resulting from reinsurance ....... 534,908 534,908
Net increase in asset valuation reserve .......... (11,184,259) (11,184,259)
---------- ------------ ----------- ------------
Balances at December 31, 1997 .................... $2,000,000 $137,398,292 $43,305,940 $182,704,232
========== ============ =========== ============
</TABLE>
See notes to statutory basis financial statements.
B-11
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Cash flows from insurance activities:
Premiums, annuity considerations and
deposit funds ................................... $ 1,065,244,583 $ 780,710,735 $ 611,169,979
Investment income ................................. 46,412,248 42,413,736 36,912,131
Commissions and expense allowances on
reinsurance ceded ............................... 22,679,622 37,315,301 (22,118,484)
Other income ...................................... 67,084,996 47,357,962 44,220,753
Death benefits .................................... (5,492,854) (6,900,438) (4,420,866)
Surrender benefits ................................ (17,780,564) (2,774,865) (17,660,413)
Annuity benefits .................................. (689,207,046) (424,511,908) (276,163,436)
Commissions, other expenses
and taxes (excluding FIT) ....................... (101,213,566) (78,968,214) (57,714,112)
Net transfers to separate accounts ................ (356,017,200) (307,856,562) (231,230,812)
Federal income taxes (excluding tax on
capital gains) .................................. (5,094,779) 682,025 (1,557,444)
Increase in policy loans .......................... (4,594,714) (4,300,868) (4,522,280)
Other operating expenses and sources .............. (140,580) 2,077,342 (8,945,084)
--------------- --------------- ---------------
Net cash provided by insurance activities ............ 21,880,146 85,244,246 67,969,932
--------------- --------------- ---------------
Cash flows from investing activities:
Proceeds from dispositions of investment securities 315,404,430 224,692,954 63,122,215
Purchases of investment securities ................ (331,151,548) (309,590,319) (118,543,796)
Federal income tax on capital gains ............... (355,657) (505,496) 992,810
--------------- --------------- ---------------
Net cash used in investing activities ................ (16,102,775) (85,402,861) (54,428,771)
--------------- --------------- ---------------
Net increase (decrease) in cash ................. 5,777,371 (158,615) 13,541,161
Cash and short-term investments,
beginning of year ............................. 17,825,039 17,983,654 4,442,493
--------------- --------------- ---------------
Cash and short-term investments, end of year .... $ 23,602,410 $ 17,825,039 $ 17,983,654
=============== =============== ===============
</TABLE>
See notes to statutory basis financial statements.
B-12
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
Note 1 -- Organization
The Guardian Insurance & Annuity Company, Inc. (GIAC or the Company) is a
wholly-owned subsidiary of The Guardian Life Insurance Company of America (The
Guardian). The Company, domiciled in the state of Delaware, is licensed to
conduct life and health insurance business in all fifty states and the District
of Columbia. The Company's primary business is the sale of variable deferred
annuity contracts and variable and term life insurance policies. For variable
products other than 401(k) products, contracts are sold by insurance agents who
are licensed by GIAC and are either Registered Representatives of Guardian
Investor Services Corporation (GISC) or of other broker dealer firms that have
entered into sales agreements with GIAC and GISC. The Company's general agency
distribution system is used for the sale of other products and policies.
GISC, a wholly owned subsidiary of the Company, is a registered broker
dealer under the Securities Exchange Act of 1934 and is a registered investment
advisor under the Investment Adviser's Act of 1940. GISC is the distributor and
underwriter for GIAC's variable products, and the investment advisor to certain
mutual funds sponsored by GIAC, which are investment options for the variable
products.
Insurance Separate Accounts: The Company has established fourteen
insurance separate accounts primarily to support the variable annuity and life
insurance products it offers. The majority of the separate accounts are unit
investment trusts registered under the Investment Company Act of 1940. Proceeds
from the sale of variable products are invested through these separate accounts
in certain mutual funds specified by the contractholders. Of these separate
accounts the Company maintains two separate accounts whose sole purpose is to
fund certain employee benefit plans of The Guardian.
The assets and liabilities of the separate accounts are clearly identified
and distinct from the other assets and liabilities of the Company. The assets of
the separate accounts will not be charged with any liabilities arising out of
any other business of the Company. However, the obligations of the separate
accounts, including the promise to make annuity and death benefit payments,
remain obligations of the Company. Assets and liabilities of the separate
accounts are stated primarily at the market value of the underlying investments
and corresponding contractholders obligations. The amounts provided by the
Company to establish separate account investment portfolios (seed money) are not
included in separate account liabilities.
Note 2 -- Summary of Significant Accounting Policies
Basis of presentation of financial statements: The financial statements
have been prepared on a statutory basis of accounting that is prescribed or
permitted by the Insurance Department of the State of Delaware which is a
comprehensive basis of accounting other than generally accepted accounting
principles (GAAP).
Financial statements prepared on a statutory basis vary from financial
statements prepared on a GAAP basis because: (1) the costs relating to acquiring
business, principally commissions and certain policy issue expenses, are charged
to income in the year incurred, whereas on a GAAP basis they would be recorded
as assets and amortized over the future periods to be benefited; (2) life
insurance and annuity reserves are based on statutory mortality and interest
requirements, without consideration of withdrawals, whereas on GAAP basis they
are on anticipated Company experience for lapses, mortality and investment
yield; (3) life insurance enterprises are required to establish a formula-based
asset valuation reserve (AVR) by a direct charge to surplus to offset potential
investment losses; under GAAP, provisions for investments are established as
needed through a charge to income; (4) realized gains and losses resulting from
changes in interest rates on fixed income investments are deferred in the
interest maintenance reserve (IMR) and amortized into investment income over the
remaining life of the investment sold; for GAAP, such gains and losses are
recognized in income at the time of sale; (5) bonds are carried principally at
amortized cost for statutory reporting and at market value for GAAP; (6) annuity
and certain insurance premiums are recognized as premium income, whereas for
GAAP they are recognized as deposits; (7) deferred federal income taxes are not
provided for temporary differences between tax and book assets and liabilities
as they are under GAAP; (8) certain reinsurance transactions are accounted for
as reinsurance for statutory purposes and as financing transactions under GAAP,
and assets and liabilities are reported net of reinsurance for statutory
purposes and gross of reinsurance for GAAP.
Use of Estimates: The preparation of financial statements of insurance
enterprises requires management to
B-13
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements. As a provider of life
insurance and annuity products, GIAC's operating results in any given period
depend on estimates of policy reserves required to provide for future
policyholder benefits. The development of policy reserves for insurance and
investment contracts requires management to make estimates and assumptions
regarding mortality, lapse, expense and investment experience. Such estimates
are primarily based on historical experience and, in many cases, state insurance
laws that require specific mortality, morbidity, and investment assumptions to
be used by the Company. Actual results could differ from those estimates.
Management monitors actual experience, and where circumstances warrant, revises
its assumptions and the related reserve estimates.
Valuation of investments: Investments in securities are recorded in
accordance with valuation procedures established by the National Association of
Insurance Commissioners (NAIC). Unrealized gains and losses on investments
carried at market are recorded directly to unassigned surplus. Realized gains
and losses on disposition of investments are determined by the specific
identification method. The Company has recorded in accordance with NAIC
requirements, the net gain from the operations of the separate accounts in the
operations of the general account in 1997 and 1996 instead of in surplus.
Bonds: Bonds are valued principally at amortized cost. Mortgage backed
bonds are carried at amortized cost using the interest method considering
anticipated prepayments at the date of purchase. Significant changes in future
anticipated cash flows from the original purchase assumptions are accounted for
using the retrospective adjustment method with PSA standard prepayment rates.
Investment in subsidiary: GIAC's investment in GISC is carried at equity
in GIAC's underlying net assets. Undistributed earnings or losses are reflected
as unrealized capital gains and losses directly in unassigned surplus. Dividends
received from GISC are recorded as investment income and amounted to $10,000,000
in 1997, $9,500,000 in 1996 and 6,700,000 in 1995.
Short-Term Investments: Short-term investments are stated at amortized
cost and consist primarily of investments having maturities at the date of
purchase of six months or less. Market values for such investments approximate
carrying value.
Loans on Policies: Loans on policies are stated at unpaid principal
balance. The carrying amount approximates fair value since loans on policies
have no defined maturity date and reduce the amount payable at death or at
surrender of the contract.
Investment Reserves: In compliance with regulatory requirements, the
Company maintains the Asset Valuation Reserve (AVR) and the Interest Maintenance
Reserve (IMR). The AVR is intended to stabilize surplus against market
fluctuations in the value of equities and credit related declines in the value
of bonds. Changes in the AVR are recorded directly to unassigned surplus. The
IMR captures net after-tax realized capital gains which result from changes in
the overall level of interest rates for fixed income investments and amortizes
these net capital gains into income over the remaining stated life of the
investments sold. The Company uses the group method of calculating the IMR,
consistent with prior years. Any net negative IMR amounts are treated as a
non-admitted asset.
Contract and Policy Reserves: Fixed deferred reserves represent the fund
balance left to accumulate at interest under fixed annuity contracts that were
offered directly by the Company, a fixed rate option that is offered to variable
annuity contractowners and a single premium deferred annuity that is offered by
the Company. The Company no longer offers the fixed annuity contracts.
The estimated fair value of contractholder account balances within the
fixed deferred reserves has been determined to be equivalent to carrying value
as the current offering and renewal rates are set in response to current market
conditions and are only guaranteed for one year.
The interest rate credited on fixed annuity contracts included in fixed
deferred reserves for 1997 and 1996 was 5.75%. The interest rate credited on the
fixed rate option that is offered to certain variable annuity contractowners was
5.50% during 1997. For the fixed rate option currently issued, the issue and
renewal interest
B-14
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
rates credited varies from month to month and ranged from 5.25% to 5.40% in
1997. For single premium deferred annuities the rates ranged from 5.00% to 6.00%
in 1997. Fixed immediate reserves are a liability within the general account for
those annuitants that have elected a fixed annuity payout option. The immediate
contract reserve is computed using the 1971 IAM Table and the 1983 IAM Table and
a 4% discount rate.
The loan collateral fund reserve is the cash value of loaned variable life
policyowner account values. The reserve is credited with interest at 4% per
annum for single premium variable life policyowners, 6.5% for annual pay
variable life policyowners and 7% for other variable life policyowners.
Non-admitted Assets: Certain assets designated as "non-admitted assets" in
accordance with rules and regulations of the Department of Insurance of the
State of Delaware are charged directly to unassigned surplus. At December 31,
1997 and 1996 non-admitted assets consisted of agents' balances and
miscellaneous receivables in the amounts of $82,380 and $123,785, respectively.
Acquisition Costs: Commissions and other costs incurred in acquiring new
business are charged to operations as incurred.
Premiums and Other Revenues: Premiums and annuity considerations are
recognized for funds received on variable life insurance and annuity products.
Corresponding transfers to/from separate accounts are included in the expenses.
Revenue also includes service fees from the separate accounts consisting
of mortality and expense charges, annual administration fees, charges for the
cost of term insurance related to variable life policies and penalties for early
withdrawals. Services fees were not charged on separate account assets of
$162,522,811 and $142,722,353 at December 31, 1997 and 1996, respectively, which
represent investments in The Guardian's employee benefit plans.
Federal Income Taxes: The provision for federal income taxes is based on
income from operations currently taxable, as well as accrued market discount on
bonds. Realized gains and losses are reported after adjustment for the
applicable federal income taxes. The taxable portion of unrealized appreciation
of the Company's separate account investments is included in operations for 1997
and 1996, and in surplus in 1995.
Other: Certain reclassifications have been made in the amounts presented
for prior periods to conform those periods with the 1997 presentation.
Note 3 -- Federal Income Taxes
The Company's federal income tax return is consolidated with its parent,
The Guardian. The consolidated income tax liability is allocated among the
members of the group according to a tax sharing agreement. In accordance with
the tax sharing agreement between and among the parent and participating
subsidiaries, each member of the group computes its tax provision and liability
on a separate return basis, but may, where applicable, recognize benefits of net
operating losses and capital losses utilized in the consolidated group.
Estimated payments are made between the members of the group during the year.
A reconciliation of federal income tax expense, based on the prevailing
corporate income tax rate of 35% for 1997, 1996 and 1995 to the federal income
tax expense reflected in the accompanying financial statements is as follows:
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Income tax at prevailing corporate income tax rates
applied to pretax statutory income ............. $ 13,873,514 $ 8,270,274 $ 1,768,688
Add (deduct) tax effect of:
Adjustment for annuity and other reserves ...... (291,470) (1,478,476) 337,668
DAC Tax ........................................ 1,712,811 867,731 666,260
Dividend from subsidiary ....................... (3,500,000) (3,325,000) (2,345,000)
Other-- net .................................... 278,645 (393,069) 12,051
------------ ------------ ------------
Federal income taxes .............................. $ 12,073,500 $ 3,941,460 $ 439,667
============ ============ ============
</TABLE>
B-15
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
The provision for federal income taxes includes deferred taxes in 1997,
1996 and 1995 of $181,145, $353,051 and $304,923, respectively, applicable to
the difference between the tax basis and the financial statement basis of
recording investment income relating to accrued market discount.
Note 4 -- Investments
The major categories of net investment income are summarized as follows:
For the Year Ended December 31,
-----------------------------------------
1997 1996 1995
----------- ----------- -----------
Fixed maturities .................. $31,806,228 $28,234,145 $25,795,915
Affiliated money market funds ..... 524,277 121,733 130,729
Subsidiary ........................ 10,000,000 9,500,000 6,700,000
Policy loans ...................... 3,386,194 3,089,114 2,847,532
Short-term investments ............ 2,280,599 1,204,805 1,166,264
Joint venture dividend ............ 1,047,525 623,160 684,306
Other ............................. 59,779 55,301 14,951
----------- ----------- -----------
49,104,602 42,828,258 37,339,697
Less: Investment expenses ......... 1,110,848 461,356 1,046,099
----------- ----------- -----------
Net investment income ............. $47,993,754 $42,366,902 $36,293,598
=========== =========== ===========
Gross realized gains and losses, less applicable federal income taxes and
transfer to IMR, are summarized as follows:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Realized gains from dispositions:
U.S. Government bonds .................... $ 722,440 $ 1,014,811 $ 438,127
Corporate debt securities ................ 413,022 1,014,562 555,817
Common stocks ............................ 174 -- --
Seed investment redeemed ................. -- -- 717,499
Foreign exchange ......................... 2,791 11,599 --
Realized losses from dispositions:
U.S. Government bonds .................... 744,168 181,025 7,498
Corporate debt securities ................ 399,618 617,325 370,353
Foreign exchange ......................... 5,773 -- 10,145
Short term investments ................... 1,218 191 --
----------- ----------- -----------
Net realized capital gains (losses) ...... (12,350) 1,242,431 1,323,447
----------- ----------- -----------
Federal income tax expense (benefit):
Current .................................. (269,216) 829,609 622,821
Deferred ................................. (209,059) (394,759) (42,290)
----------- ----------- -----------
Total federal income tax expense (benefit) (478,275) 434,850 580,531
----------- ----------- -----------
Transfer to IMR ............................. (6,202) 800,041 400,461
----------- ----------- -----------
Net realized gains (losses) ................. $ 472,127 $ 7,540 $ 342,455
=========== =========== ===========
</TABLE>
The market values of bonds are based on quoted prices as available. For
certain private placement debt securities where quoted market prices are not
available, fair value is estimated by management using adjusted market prices
for like securities.
The cost and estimated market values of investments by major investment
category at December 31, 1997 and 1996 are as follows:
B-16
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------------
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations
of U.S. government corporations
and agencies ....................... $ 65,358,213 $ 1,550,649 $ 16,198 $ 66,892,664
Obligations of states and political
subdivisions ....................... 71,909,687 795,387 41,850 72,663,224
Debt securities issued by foreign
governments ........................ 7,062,711 -- 115,745 6,946,966
Corporate debt securities ............. 340,417,221 6,143,061 1,010,829 345,549,453
Common stock of subsidiary ............ 9,398,292 2,674,851 -- 12,073,143
Affiliated mutual funds ............... 23,279,949 7,271,237 -- 30,551,186
------------ ------------ ------------ ------------
$517,426,073 $ 18,435,185 $ 1,184,622 $534,676,636
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------------------
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations
of U.S. government corporations
and agencies ....................... $133,436,167 $ 761,811 $ 435,887 $133,762,091
Obligations of states and political
subdivisions ....................... 40,444,325 148,692 70,771 40,522,246
Debt securities issued by foreign
governments ........................ 3,491,091 -- 65,431 3,425,660
Corporate debt securities ............. 313,074,365 2,279,414 1,792,612 313,561,167
Common stock of subsidiary ............ 9,398,292 -- 1,651,649 7,746,643
Affiliated mutual funds ............... 2,755,672 -- -- 2,755,672
------------ ------------ ------------ ------------
$502,599,912 $ 3,189,917 $ 4,016,350 $501,773,479
============ ============ ============ ============
</TABLE>
The amortized cost and estimated market value of debt securities at
December 31, 1997 and 1996, by contractual maturity, is shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations.
As of December 31, 1997
---------------------------
Estimated
Amortized Market
Cost Value
------------ ------------
Due in one year or less .......................... $ 59,694,316 $ 59,737,770
Due after one year through five years ............ 234,805,896 236,867,373
Due after five years through ten years ........... 103,002,869 106,604,446
Due after ten years .............................. 21,552,124 22,383,887
------------ ------------
419,055,205 425,593,476
Sinking fund bonds
(including collateralized mortgage obligations) 65,692,627 66,458,831
------------ ------------
$484,747,832 $492,052,307
============ ============
B-17
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
As of December 31, 1996
---------------------------
Estimated
Amortized Market
Cost Value
------------ ------------
Due in one year or less .......................... $ 64,861,358 $ 65,045,326
Due after one year through five years ............ 286,602,923 287,118,976
Due after five years through ten years ........... 74,354,923 74,503,267
Due after ten years .............................. 25,247,736 25,461,329
------------ ------------
451,066,940 452,128,898
Sinking fund bonds
(including collateralized mortgage obligations) 39,379,008 39,142,266
------------ ------------
$490,445,948 $491,271,164
============ ============
Note 5 -- Reinsurance Ceded
The Company enters into coinsurance, modified coinsurance and yearly
renewable term agreements with affiliated companies and outside parties to
provide for reinsurance of selected variable annuity contracts and group life
and individual life policies. Under the terms of the modified coinsurance
agreements, reserves related to the reinsurance business and corresponding
assets are held by the Company. Accordingly, policy reserves include $76,669,184
and $447,494,766 at December 31, 1997 and 1996, respectively, applicable to
policies reinsured under modified coinsurance agreements. The reinsurance
contracts do not relieve the Company of its primary obligation for policyowner
benefits. Failure of reinsurers to honor their obligations could result in
losses to the Company.
The effect of these agreements on the components of the Company's gain
from operations in the accompanying statements of operations are as follows:
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Premiums and deposits .................. $(43,873,731) $(83,250,212) $(41,212,253)
Net investment income .................. -- (61,779) --
Commission and expense allowances ...... 7,885,341 14,508,839 10,057,974
Reserve adjustments .................... 16,268,128 30,636,445 (32,192,749)
Other income ........................... 1,875,163 (25,000) --
------------ ------------ ------------
Revenues ............................. (17,845,099) (38,191,707) (63,347,028)
Policyholder benefits .................. (10,975,075) (26,873,945) (57,577,405)
Increase in aggregate reserves ......... 22,859,719 (5,658,260) (11,909,990)
Reinsurance terminations ............... (27,421,066) (15,470,015) 11,002,701
General expenses ....................... (40,452) (81,667) (48,640)
------------ ------------ ------------
Deductions ........................... (15,576,874) (48,083,887) (58,533,334)
------------ ------------ ------------
Net income (loss) from reinsurance ceded $ (2,268,225) $ 9,892,180 $ (4,813,694)
============ ============ ============
</TABLE>
Note 6 -- Reinsurance Assumed
The Company has entered into various coinsurance agreements with
non-affiliated and affiliated companies. The Company assumes certain life and
disability income policies.
The effect of these agreements on the components of the Company's gain
from operations in the accompanying statements of operations are as follows:
B-18
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Premiums and deposits ................... $ (389,221) $ 41,133,358 $ 7,153,623
Net investment income ................... 45,288 94,657 62,847
Other income ............................ (62,752) 375,404 32,528
------------ ------------ ------------
Revenues .............................. (406,685) 41,603,419 7,248,998
Policyholder benefits ................... 3,967,619 8,076,053 5,086,702
Increase in aggregate reserves .......... (31,677,857) 31,556,908 (357,463)
Reinsurance expenses .................... 27,603,602 (452,476) 1,451,058
Other expenses .......................... 1,885,300 551,319 54,043
------------ ------------ ------------
Deductions ............................ 1,778,664 39,731,804 6,234,340
------------ ------------ ------------
Net income (loss)from reinsurance assumed $ (2,185,349) $ 1,871,615 $ 1,014,658
============ ============ ============
</TABLE>
The Company terminated, during 1997, an assumption agreement with an
unaffiliated company. Under this agreement, included in the consolidated
statements of income are $(2.3) million, $20.2 million and $7.2 million of
premiums at December 31, 1997, 1996 and 1995, respectively.
Note 7 -- Related Party Transactions
Registered representatives of the Guardian Investor Services Corporation
produce a major portion of the Company's business. During 1997, 1996 and 1995,
premium and annuity considerations produced by GISC amounted to $564,519,265,
$528,353,595 and $400,148,692, respectively. The related commissions paid to
GISC amounted to $1,979,926, $1,851,468 and $1,409,708 for 1997, 1996 and 1995,
respectively.
The Company is billed by The Guardian for all compensation and related
employee benefits for those employees of The Guardian who are engaged in the
Company's business and for the Company's use of The Guardian's centralized
services and agency force. The amounts charged for these services amounted to
$60,009,449 in 1997, $41,129,644 in 1996 and $24,989,111 in 1995, and, in the
opinion of management, were considered appropriate for the services rendered.
The company had an investment in the Guardian Real Estate Account (GREA),
which was established in 1987 under Delaware insurance law as an insurance
company separate account. GIAC had contributed capital to GREA since it was
established to provide for funds and to preserve liquidity. Effective December
19, 1997, GREA was liquidated and, as a result, $6,746,290 was returned to GIAC
in the form of capital and there was a realized gain recorded of $969,045
included in the net gain from operations of separate accounts.
A significant portion of the Company's separate account assets is invested
in affiliated mutual funds. These funds consist of The Guardian Park Avenue
Fund, The Guardian Stock Fund, The Guardian Small Cap Stock Fund, The Guardian
Bond Fund, The Baillie Gifford International Fund, The Baillie Gifford Emerging
Markets Fund, The Guardian Baillie Gifford International Fund, The Guardian
Asset Allocation Fund, The Guardian Investment Quality Bond Fund, The Guardian
Cash Management Fund and The Guardian Cash Fund. Each of these funds has an
investment advisory agreement with GISC, except for The Baillie Gifford
International Fund, The Baillie Gifford Emerging Markets Fund and The Guardian
Baillie Gifford International Fund. The investments as of December 31, 1997 and
1996 are as follows:
B-19
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
1997 1996
-------------- --------------
The Guardian Park Avenue Fund ................ $ 371,662,107 $ 251,812,050
The Guardian Stock Fund ...................... 3,222,051,866 2,226,887,181
The Guardian Small Cap Stock Fund ............ 60,104,422 --
The Guardian Bond Fund ....................... 355,417,535 354,316,320
The Baillie Gifford International Fund ....... 442,651,457 400,894,824
The Baillie Gifford Emerging
Markets Fund ............................... 65,038,546 45,571,916
TheGuardian Baillie Gifford International Fund 3,378,730 19,720
The Guardian Asset Allocation Fund ........... 14,910,420 46,623
The Guardian Investment Quality Bond Fund .... 1,546,854 9,385
The Guardian Cash Management Fund ............ 22,250,501 3,113,523
The Guardian Cash Fund ....................... 368,122,449 378,321,710
-------------- --------------
$4,927,134,887 $3,660,993,252
============== ==============
The Company, in agreement with Baillie Gifford Overseas Ltd., has a joint
venture company - Guardian Baillie Gifford Ltd. (GBG) - that is organized as a
corporation in Scotland. GBG is registered in both the United Kingdom and the
United States to act as an investment advisor for the Baillie Gifford
International Fund (BGIF), the Baillie Gifford Emerging Markets Fund (BGEMF),
The Guardian Baillie Gifford International Fund (GBGIF) and The Guardian Baillie
Gifford Emerging Markets Fund (GBGEMF). The Funds, except for The Guardian
Baillie Gifford Emerging Markets Fund, are offered in the U.S. as investment
options under certain variable annuity contracts and variable life policies.
The Company maintains an investment in an affiliated money market mutual
fund, The Guardian Cash Management Fund. At December 31, 1997 and 1996 this
amounted to $2,888,149 and $2,755,672, respectively. The Company also made an
investment in an affiliated small cap stock mutual fund during 1997, The
Guardian Small Cap Stock Fund. At December 31, 1997 this investment amounted to
$27,663,037.
Note 8 -- Separate Accounts
The following represents a reconciliation of net transfers from GIAC to
the separate accounts. Transfers are reported in the Summary of Operations of
the Separate Account Annual Statement:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------
1997 1996 1995
--------------- --------------- ---------------
<S> <C> <C> <C>
Transfers to separate accounts .................. $ 1,054,380,697 $ 767,741,428 $ 582,715,569
Transfers from separate accounts ................ (782,891,638) (518,683,141) (398,531,802)
--------------- --------------- ---------------
Net transfers to separate accounts ............ 271,489,059 249,058,287 184,183,767
--------------- --------------- ---------------
Reconciling Adjustments:
Mortality & expense guarantees-- variable annuity 70,027,514 53,219,656 41,474,872
Mortality & expense guarantees-- variable life .. 2,021,656 1,687,711 1,571,955
Administrative fees-- variable annuity .......... 4,095,230 3,867,120 3,513,459
Cost of insurance-- variable life ............... 11,205,120 4,844,028 4,232,564
--------------- --------------- ---------------
Total adjustments ............................. 87,349,520 63,618,515 50,792,850
--------------- --------------- ---------------
Transfers as reported in the Statement of
Operations of GIAC ............................ $ 358,838,579 $ 312,676,802 $ 234,976,617
=============== =============== ===============
</TABLE>
B-20
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
Note 9 -- Annuity Actuarial Reserves and Deposit Liabilities
The following describes withdrawal characteristics of annuity actuarial
reserves and deposit liabilities:
<TABLE>
<CAPTION>
For the Year Ending 1997 For the Year Ending 1996
------------------------ ------------------------
Amount % Amount %
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal
with market value adjustment ....... $ 46,276,766 10.19% $ 44,480,214 10.22%
------------ ------ ------------ ------
Total with adjustment or at
market value ..................... 46,276,766 10.19 44,480,214 10.22
at book value without adjustment
(minimal or no charge or
adjustment) ...................... 313,725,462 69.05 302,433,090 69.45
Not subject to discretionary withdrawal 94,338,339 20.76 88,546,538 20.33
------------ ------ ------------ ------
Total (gross) ......................... 454,340,567 100.00 435,459,842 100.00
Reinsurance ceded ..................... -- -- 4,879 --
------------ ------ ------------ ------
Total ................................. $454,340,567 100.00% $435,454,963 100.00%
============ ====== ============ ======
</TABLE>
This does not include $6,647,606,347 and $5,098,658,097 of non-guaranteed
annuity reserves held in separate accounts, and $3,572,284 and $2,927,130 at
December 31, 1997 and 1996, respectively, in annuity reserves being held as a
loan collateral fund for loans on certain annuity contracts.
Note 10 - Statutory Financial Information
The following reconciles the statutory net income of the Company as
reported to the regulatory authorities to consolidated GAAP net income:
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Statutory net income ......................... $ 28,037,239 $ 19,695,432 $ 4,956,175
Adjustments to restate to the basis of GAAP:
Net income of subsidiaries ................ 4,326,500 142,201 298,534
Change in deferred policy acquisition costs 41,883,919 42,525,493 31,247,939
Deferred premiums ......................... (5,542,795) 3,238,115 (1,643,253)
Re-estimation of future policy benefits ... (3,353,249) 26,953,558 297,442
Reinsurance ............................... 12,372,471 (36,353,822) 15,465,956
Deferred federal income tax expense ....... (16,212,244) (13,074,280) (15,681,250)
Elimination of interest maintenance reserve (111,783) (333,219) (257,381)
Other, net ................................ 201,840 (2,444,872) 2,598,780
------------ ------------ ------------
Consolidated GAAP net income ................. $ 61,601,898 $ 40,348,606 $ 37,282,942
============ ============ ============
</TABLE>
B-21
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
The following reconciles the statutory capital and surplus of the Company
as reported to the regulatory authorities to consolidated GAAP stockholder's
equity:
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Statutory capital and surplus ................. $ 182,704,232 $ 153,780,908 $ 141,877,927
Add (deduct) cumulative effect of adjustments:
Deferred policy acquisition costs .......... 267,369,685 221,475,216 178,010,226
Elimination of asset valuation reserve ..... 26,305,528 15,121,269 9,341,353
Re-estimation of future policy benefits .... 41,283,947 31,167,840 4,214,282
Establishment of deferred federal income tax (84,703,745) (65,164,526) (53,962,281)
Unrealized gains on investments ............ 7,852,564 2,313,203 10,655,552
Other liabilities .......................... (33,486,652) (32,389,767) 1,811,239
Deferred premiums .......................... (7,024,891) (1,482,096) (4,720,211)
Other, net ................................. (3,468,519) (2,215,098) (1,276,761)
------------- ------------- -------------
Consolidated GAAP stockholder's equity ... $ 396,832,149 $ 322,606,949 $ 285,951,326
============= ============= =============
</TABLE>
B-22
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
February 10, 1998
To the Board of Directors of
The Guardian Insurance & Annuity Company, Inc.
We have audited the accompanying statutory basis balance sheets of The
Guardian Insurance & Annuity Company, Inc. as of December 31, 1997 and 1996, and
the related statutory basis statements of operations, of changes in common stock
and surplus and of cash flows for the three years in the period ended December
31, 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 2, these financial statements were prepared in
conformity with accounting practices prescribed or permitted by insurance
regulatory authorities (statutory basis of accounting), which is a comprehensive
basis of accounting other than generally accepted accounting principles.
Accordingly, the financial statements are not intended to represent a
presentation in accordance with generally accepted accounting principles. The
effects on the financial statements of the variances between such practices and
generally accepted accounting principles are material and are described in Note
2.
In our report dated February 9, 1996, we expressed an opinion that the
1995 financial statements, prepared using accounting practices prescribed or
permitted by insurance regulatory authorities, were presented fairly, in all
material respects, in conformity with generally accepted accounting principles.
As described in Note 2 to these financial statements, pursuant to pronouncements
of the Financial Accounting Standards Board, financial statements of mutual life
insurance companies and their wholly owned stock insurance company subsidiaries
are no longer considered presentations in conformity with generally accepted
accounting principles. Accordingly, our present opinion on the presentation of
the 1995 financial statements, as presented herein, is different from that
expressed in our report dated February 9, 1996.
In our opinion, the financial statements referred to above (1) do not
present fairly, in conformity with generally accepted accounting principles, the
financial position of The Guardian Insurance & Annuity Company, Inc. at December
31, 1997 and 1996, or the results of its operations or its cash flows for the
three years in the period ended December 31, 1997, because of the effects of the
variances between the statutory basis of accounting and generally accepted
accounting principles, and (2) present fairly, in all material respects, its
financial position and the results of its operations and its cash flows, in
conformity with accounting practices prescribed or permitted by insurance
regulatory authorities.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
B-23
<PAGE>
ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES
The following tables illustrate the way in which death benefits and cash
values under the Policy change with the investment experience of the Account's
investment divisions. The tables are based on the following additional
assumptions:
1. The illustration on page 64 is for a Policy issued to a male age 5 in
the standard underwriting class with a single premium of $5,000 and a Guaranteed
Insurance Amount of $46,116.
2. The illustration on page 65 is for a Policy issued to a male age 25 in
the standard underwriting class with a single premium of $20,000 and a
Guaranteed Insurance Amount of $98,848.
3. The illustration on page 66 is for a Policy issued to a male age 40 in
the standard underwriting class with a single premium of $25,000 and a
Guaranteed Insurance Amount of $76,470.
4. The illustration on page 67 is for a Policy issued to a female age 55 in
the standard underwriting class with a single premium of $50,000 and a
Guaranteed Insurance Amount of $113,608.
The tables show how the death benefit and cash value for each illustration
may vary over an extended period of time assuming hypothetical rates of return
(i.e., investment income and capital gains and losses, realized or unrealized)
equivalent to constant gross annual rates of 0%, 6% and 12%. The death benefit
and cash value for a Policy would be different from those shown if the actual
rates of return averaged 0%, 6% and 12% over a period of years, but fluctuated
above or below those averages during individual Policy months or years. Death
benefits and cash values would also differ if loans were outstanding at any time
during the periods illustrated.
The amounts illustrated in the tables for the death benefit and cash value
are calculated as of the end of each Policy year. These amounts take into
account the deductions made from the single premium and the cost of life
insurance and reflect a daily charge assessed against the Account for mortality
and expense risks equivalent to an effective annual charge of .50%. (See
"Charges Deducted from the Premium" and "Charges Under the Policy.") These
amounts also take into account the current mortality adjustment factors and
assume their current level throughout the periods illustrated. (This adjustment,
however, is subject to increase or decrease after the first Policy year, as more
fully described under "Underwriting.") The illustrations assume that the
Policy's account value is allocated equally among the seven investment divisions
of the Account and that Policyowners are not limited to selecting four or fewer
investment options. The illustrated amounts also reflect (i) the average of the
investment advisory fees charged against the Funds (equivalent to an annual rate
of 0.55% of the average daily net assets) and the average of the operating
expenses expected to be incurred by the Funds (at an annual rate of 0.19% of the
average daily net assets) and (ii) the average daily asset charge against the
Trust (currently equivalent to an effective annual rate of 0.25%). (This latter
charge, however, may be increased or decreased in the future but in no event
will it exceed an annual effective rate of 0.50%.) Based on the average of these
investment division fees, expenses and charges, the amounts illustrated herein
reflect an aggregate deduction of 0.65% each Policy year.
The illustrated gross annual investment rates of 0%, 6%, and 12% correspond
to approximate net annual rates of -1.15%, 4.85% and 10.85%, respectively, after
deduction of the charges mentioned above.
The hypothetical returns shown in the tables do not reflect any charges for
federal income taxes against the Account, since GIAC is not currently making
such charges. However, such charges may be made in the future and, in that
event, the gross annual rate of return would have to exceed 0%, 6%, or 12% by an
amount sufficient to cover the tax charges in order to produce the death
benefits and cash values illustrated (see "Possible Charge for GIAC Income
Taxes").
59
<PAGE>
The second column of each table shows the amount which would accumulate if
an amount equal to the single premium were invested to earn interest (after
taxes) at 5% compounded annually.
GIAC will furnish upon request a comparable illustration reflecting the
proposed insured's age, face amount and premium amount requested. The
illustration will assume that the proposed insured is classified either
preferred or standard.
60
<PAGE>
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE ISSUE AGE 5
$5,000 SINGLE PREMIUM FOR STANDARD-SIMPLIFIED UNDERWRITING RISK
GUARANTEED INSURANCE AMOUNT: $46,116
<TABLE>
<CAPTION>
DEATH BENEFIT* CASH VALUE*
Value of Premium Assuming Hypothetical Gross (after Assuming Hypothetical Gross (after
End of Accumulated at Interest tax) Annual Investment Return of tax) Annual Investment Return of
Policy Year of 5% Per Year 0%** 6% 12% 0% 6% 12%
- --------- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 5,250 $46,116 $46,739 $ 49,707 $4,393 $ 4,691 $ 4,989
2 5,513 46,116 47,337 53,464 4,305 4,904 5,539
3 5,788 46,116 47,909 57,402 4,222 5,127 6,143
4 6,078 46,116 48,458 61,536 4,143 5,360 6,807
5 6,381 46,116 48,984 65,882 4,068 5,602 7,534
6 6,700 46,116 49,489 70,458 3,996 5,854 8,334
7 7,036 46,116 49,975 75,282 3,925 6,113 9,209
8 7,387 46,116 50,443 80,375 3,855 6,378 10,163
9 7,757 46,116 50,893 85,757 3,784 6,648 11,202
10 8,144 46,116 51,328 91,450 3,712 6,921 12,331
15 10,395 46,116 53,461 125,836 3,339 8,361 19,681
20 13,266 46,116 55,684 173,151 3,008 10,115 31,453
25 16,932 46,116 57,998 238,241 2,740 12,373 50,826
30 21,610 46,116 60,409 327,793 2,508 15,207 82,515
60 93,396 46,116 77,133 2,225,196 1,307 46,512 1,341,815
</TABLE>
* Assumes no Policy loan has been made.
** The death benefit can never be less than the Guaranteed Insurance Amount.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT OPTIONS TO WHICH AN OWNER ALLOCATES ACCOUNT
VALUE. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD
OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY GIAC OR THE FUNDS OR THE TRUST
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
61
<PAGE>
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE ISSUE AGE 25
$20,000 SINGLE PREMIUM FOR STANDARD-SIMPLIFIED UNDERWRITING RISK
GUARANTEED INSURANCE AMOUNT: $98,848
<TABLE>
<CAPTION>
DEATH BENEFIT* CASH VALUE*
Value of Premium Assuming Hypothetical Gross (after Assuming Hypothetical Gross (after
End of Accumulated at Interest tax) Annual Investment Return of tax) Annual Investment Return of
Policy Year of 5% Per Year 0%** 6% 12% 0% 6% 12%
- --------- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 21,000 $98,848 $100,184 $ 106,542 $17,587 $18,778 $ 19,970
2 22,050 98,848 101,462 114,592 17,235 19,634 22,175
3 23,153 98,848 102,688 123,029 16,899 20,522 24,587
4 24,310 98,848 103,863 131,887 16,577 21,443 27,229
5 25,526 98,848 104,990 141,200 16,267 22,399 30,124
6 26,802 98,848 106,073 151,007 15,967 23,388 33,296
7 28,142 98,848 107,114 161,347 15,677 24,411 36,771
8 29,549 98,848 108,115 172,261 15,395 25,470 40,581
9 31,027 98,848 109,081 183,795 15,121 26,563 44,758
10 32,578 98,848 110,012 195,995 14,854 27,693 49,338
15 41,579 98,848 114,584 269,668 13,574 33,985 79,981
20 53,066 98,848 119,347 371,047 12,335 41,472 128,935
25 67,727 98,848 124,308 510,555 11,134 50,270 206,469
30 86,439 98,848 129,476 702,546 9,973 60,471 328,117
40 140,800 98,848 140,470 1,330,494 7,744 84,705 802,301
</TABLE>
* Assumes no Policy loan has been made.
** The death benefit can never be less than the Guaranteed Insurance Amount.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT OPTIONS TO WHICH AN OWNER ALLOCATES ACCOUNT
VALUE. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD
OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY GIAC OR THE FUNDS OR THE TRUST
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
62
<PAGE>
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
MALE ISSUE AGE 40
$25,000 SINGLE PREMIUM FOR STANDARD-SIMPLIFIED UNDERWRITING RISK
GUARANTEED INSURANCE AMOUNT: $76,470
<TABLE>
<CAPTION>
DEATH BENEFIT* CASH VALUE*
Value of Premium Assuming Hypothetical Gross (after Assuming Hypothetical Gross (after
End of Accumulated at Interest tax) Annual Investment Return of tax) Annual Investment Return of
Policy Year of 5% Per Year 0%** 6% 12% 0% 6% 12%
- --------- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $26,250 $76,470 $77,461 $ 82,329 $22,236 $23,726 $ 25,217
2 27,563 76,470 78,414 88,468 21,796 24,798 27,977
3 28,941 76,470 79,330 94,914 21,361 25,894 30,981
4 30,388 76,470 80,212 101,691 20,932 27,018 34,253
5 31,907 76,470 81,061 108,826 20,508 28,168 37,816
6 33,502 76,470 81,881 116,349 20,089 29,344 41,696
7 35,178 76,470 82,672 124,290 19,676 30,548 45,926
8 36,936 76,470 83,436 132,680 19,269 31,780 50,536
9 38,783 76,470 84,176 141,553 18,869 33,041 55,564
10 40,722 76,470 84,892 150,946 18,473 34,330 61,043
15 51,973 76,470 88,421 207,709 16,547 41,296 97,008
20 66,332 76,470 92,098 285,832 14,663 49,148 152,534
25 84,659 76,470 95,929 393,362 12,849 57,846 237,201
</TABLE>
* Assumes no Policy loan has been made.
** The death benefit can never be less than the Guaranteed Insurance Amount.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT OPTIONS TO WHICH AN OWNER ALLOCATES ACCOUNT
VALUE. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD
OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY GIAC OR THE FUNDS OR THE TRUST
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
63
<PAGE>
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
FEMALE ISSUE AGE 55
$50,000 SINGLE PREMIUM FOR STANDARD-SIMPLIFIED UNDERWRITING RISK
GUARANTEED INSURANCE AMOUNT: $113,608
<TABLE>
<CAPTION>
DEATH BENEFIT* CASH VALUE*
Value of Premium Assuming Hypothetical Gross (after Assuming Hypothetical Gross (after
End of Accumulated at Interest tax) Annual Investment Return of tax) Annual Investment Return of
Policy Year of 5% Per Year 0%** 6% 12% 0% 6% 12%
- --------- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 52,500 $113,608 $115,048 $122,240 $44,584 $ 47,556 $ 50,529
2 55,125 113,608 116,436 131,299 43,562 49,531 55,853
3 57,881 113,608 117,775 140,818 42,564 51,553 61,640
4 60,775 113,608 119,066 150,835 41,592 53,630 67,939
5 63,814 113,608 120,313 161,391 40,645 55,760 74,798
6 67,005 113,608 121,519 172,526 39,722 57,946 82,269
7 70,355 113,608 122,685 184,285 38,818 60,185 90,403
8 73,873 113,608 123,814 196,715 37,931 62,469 99,251
9 77,566 113,608 124,909 209,867 37,053 64,790 108,858
10 81,445 113,608 125,970 223,793 36,182 67,142 119,282
15 103,946 113,608 131,209 307,971 31,958 79,649 186,951
20 132,665 113,608 136,666 423,834 27,961 93,601 290,280
25 169,318 113,608 142,352 583,344 24,006 107,944 442,344
</TABLE>
* Assumes no Policy loan has been made.
** The death benefit can never be less than the Guaranteed Insurance Amount.
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT OPTIONS TO WHICH AN OWNER ALLOCATES ACCOUNT
VALUE. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM
THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD
OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY GIAC OR THE FUNDS OR THE TRUST
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
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OTHER IMPORTANT POLICY PROVISIONS
Policy Date
The Policy date is stated on page 3 of the Policy. Policy years, Policy
months, Policy anniversaries and monthly Policy dates are measured from the
Policy date.
Monthly Policy Date
The same day of each month as the Policy date or the last day of a calendar
month, if earlier (e.g., if the Policy date was the 30th day of a month, the
February monthly Policy date would fall on the 28th or the 29th).
Payment Options
The proceeds of this Policy will be paid in one lump sum unless otherwise
provided. All or part of this sum may be applied under any payment option, or in
any other manner GIAC approves.
Election of Payment Options
During the insured's lifetime, the Policyowner may choose any option for
payment of the death proceeds. If no election is in force when death or other
proceeds become payable, the payee may make an election subject to the following
conditions: (a) for death proceeds, election must be made within one year after
the insured's death; and (b) for other proceeds, election must be made within 60
days after the proceeds become payable.
Any payment option election must be in a written form satisfactory to GIAC.
Options Available
OPTION 1 -- Proceeds Left at Interest. GIAC will hold the proceeds, making
monthly interest payments. The yearly interest rate will be at least 3%. Any
additional interest will be determined yearly at GIAC's discretion and added to
the monthly payment.
OPTION 2 -- Payments of a Specified Amount. GIAC will make monthly payments
of a specified amount until the proceeds and interest are fully paid. The total
amount paid each year must be at least 10% of the original proceeds. Interest
will be added to the proceeds each year. The yearly interest rate will be at
least 3%. Any additional interest will be determined yearly at GIAC's
discretion.
OPTION 3 -- Payments for a Specified Period. GIAC will make monthly
payments for the number of years elected. The guaranteed payments shown in the
Option 3 table in the Policy include interest at 3% a year. Any additional
interest will be determined yearly at GIAC's discretion.
OPTION 4 -- Life Income with 10 Years Guaranteed. GIAC will make monthly
payments for 10 years and for the remaining lifetime of the person on whose life
the option is based. The minimum monthly payment will be based on the applicable
amount in the Option 4 table shown in the Policy.
OPTION 5 -- Refund Life Income. GIAC will make monthly payments until the
total amount paid equals the proceeds settled, and for the remaining lifetime of
the person on whose life the option is based. The minimum monthly payment will
be based on the applicable amount in the Option 5 table shown in the Policy.
OPTION 6 -- Joint and Survivor Income with 10 Years Guaranteed. GIAC will
make monthly payments for 10 years and for the remaining lifetime of either of
the two persons on whose lives the option is based. The monthly payment will be
at least the applicable amount shown in the Option 6 table in the Policy.
65
<PAGE>
Owner
The Policyowner is named in the application, or in any later change shown
in GIAC's records. While the insured is living, and subject to any assignment
shown on GIAC's records, the owner alone has the right to receive all benefits
and exercise all rights this Policy grants or GIAC allows.
Successor Owner. A numbered sequence may be used to name successor owners.
If the Policyowner dies, ownership passes to the next designated successor owner
then living. If none is then living, ownership passes to the last Policyowner's
estate. No successor owner is permitted when the insured and the Policyowner are
the same person.
Joint Owner. If more than one person is named with no number or the same
number, they are considered by GIAC to be joint owners. Any Policy transaction
requires the signatures of all persons named jointly. Unless otherwise provided,
if a joint owner dies, ownership passes to the surviving joint owner(s). When
the last joint owner dies, ownership passes to that person's estate, unless
otherwise provided.
Beneficiary
The beneficiary is named in the application, or in any later change shown
in GIAC's records. GIAC will pay the death proceeds to the beneficiary. Unless
otherwise provided, in order to receive proceeds at the insured's death, a
beneficiary must be living on the earlier of: (a) the date proof of the
insured's death is received at GIAC's Customer Service Office; or (b) the 15th
day after the insured's death.
Unless otherwise provided, if no designated beneficiary is living on such
earlier date, the owner or owner's estate is the beneficiary.
Contingent Beneficiary. A numbered sequence may be used to name contingent
beneficiaries. The beneficiary is the living person(s) designated by the lowest
number in the sequence.
Concurrent Beneficiary. If more than one person is named with no number or
the same number, they are concurrent beneficiaries. These persons, or the
survivor(s), share equally, unless otherwise provided. If a beneficiary of an
unequal share does not survive the insured, that beneficiary's share passes to
the owner or the owner's estate, unless otherwise provided.
Change of Policyowner or Beneficiary
The Policyowner may change the Policyowner or beneficiary by written
request satisfactory to GIAC. The change will take effect on the date the
request is signed, whether or not the insured is living when GIAC receives the
request at its Customer Service Office. However, the change will not apply to
any payments made or actions taken by GIAC before the request is received.
Error in Age or Sex
If the age or sex of the insured has been misstated, any benefit under this
Policy will be that which the premium would have purchased for the correct age
or sex.
Deferment
Benefit payments and transfers based on account value in the Account will
ordinarily be fully processed within seven days of receipt of the owner's
request. However, GIAC can delay the payment of death benefit proceeds if the
Policy is being contested and may postpone the calculation or payment of a
benefit or transfer of amounts based on the Account's investment performance if:
(a) the New York Stock Exchange is closed for trading or trading has
66
<PAGE>
been suspended; or (b) the SEC restricts trading or determines that a state of
emergency exists which may make payment or transfer impracticable.
Payments to GIAC
All sums payable to GIAC are payable at its Customer Service Office, P.O.
Box 26210, Lehigh Valley, Pennsylvania 18002-6210. Registered, certified or
express mail should be sent to such office at 3900 Burgess Place, Bethlehem,
Pennsylvania 18017.
Assignment
No assignment will bind GIAC unless the original, or a copy, is filed at
its Customer Service Office. Afterward, the rights of any Policyowner or
beneficiary will be subject to the assignment. The entire Policy, including any
attached rider, will be subject to the assignment. GIAC will rely solely on the
assignee's statement as to the amount of the assignee's interest. GIAC will not
be responsible for the validity of any assignment. Unless otherwise provided,
the assignee may exercise all rights this Policy grants except: (a) the right to
change the Policyowner or beneficiary; and (b) the right to elect a payment
option.
Incontestability
This Policy will be incontestable after it has been in force during the
insured's lifetime for two years from its issue date.
Suicide Exclusion
If the insured commits suicide, while sane or insane, within two years from
the issue date, GIAC's liability will be limited to the premium paid.
Exchange of Another Life Insurance Contract for a Policy
A Policy applicant who owns another life insurance contract may wish to
exchange that contract (the "Original Contract") for a Policy. If the Original
Contract has not been treated as a modified endowment contract, the Policy
received in exchange for it may not be treated as a modified endowment contract
if a portion of the Original Contract's cash value (the "Rider Premium") is
applied to purchase a seven-year fixed-benefit level term insurance rider (the
"Term Rider") to the Policy.
If the Original Contract is a modified endowment contract, GIAC will not
issue a Term Rider with the Policy received in exchange for it. Without a Term
Rider, a Policy received in exchange for an Original Contract may be treated as
a modified endowment contract even though the Original Contract was not a
modified endowment contract prior to the exchange (see "Federal Tax
Considerations").
The Term Rider will be affixed to the Policy that is received in exchange
for the Original Contract, and its seven-year term will correspond to the first
seven (7) Policy years. The Term Rider Premium amount cannot be allocated to the
Account's investment divisions since it is entirely used to fund the level
amount of insurance provided by the Term Rider. While it is in force, the Term
Rider has no effect on the Variable Insurance Amount under a Policy.
The Term Rider assures that the death benefit proceeds payable by GIAC will
at least equal the guaranteed death benefit provided by the Original Contract by
providing an additional guaranteed amount of insurance for the first seven (7)
Policy years. After the seventh Policy year, however, the Term Rider
automatically expires, and the
67
<PAGE>
guaranteed death benefit will decrease by the face amount of the Term Rider to
the Guaranteed Insurance Amount provided by the Policy without the Term Rider.
The magnitude of the decrease may be significant and will vary depending on the
age and sex of the insured. The Policy's Variable Insurance Amount may or may
not offset this reduction in coverage.
The Policy's cash value attributable to the Term Rider will equal the
present value of the future benefits that may be provided under the Term Rider
in the event of the insured's death while the Term Rider is in force. The cash
value attributable to the Term Rider will diminish to zero by the end of the
seventh Policy year. At that point there is no future benefit to be paid under
the Term Rider, as the coverage it provided will have expired. If the Policy is
surrendered before the end of the seventh Policy year, the then remaining cash
value attributable to the Term Rider will be included in the surrender proceeds
payable under the Policy. The Term Rider cannot be surrendered independently of
the Policy, and no partial withdrawals are permitted from the Term Rider. The
cash value attributable to the Term Rider will not be considered when
calculating the Policy's maximum loan value (see "Policy Loan").
THE TERM RIDER WILL ONLY BE ISSUED TO AN APPLICANT WHO WISHES TO ACQUIRE A
POLICY BY EXCHANGING A LIFE INSURANCE CONTRACT WHICH IS NOT A MODIFIED ENDOWMENT
CONTRACT. THE TERM RIDER MAY NOT BE AVAILABLE IN ALL STATES. A PROSPECTIVE
APPLICANT SHOULD CONSULT A COMPETENT TAX ADVISER BEFORE AUTHORIZING THE EXCHANGE
OF HIS OR HER CURRENT LIFE INSURANCE CONTRACT FOR A POLICY WITH A TERM RIDER.
68
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
UNDERTAKING PURSUANT TO RULE 484
Under Article VIII of GIAC's By-Laws, as supplemented by Section 3.2 of
GIAC's Certificate of Incorporation, any past or present director or officer of
GIAC (including persons who serve at GIAC's request or for its benefit as
directors or officers of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise [hereinafter referred to
as a "Covered Person"]) is indemnified to the fullest extent permitted by law
against liability and all expenses reasonably incurred by such Covered Person in
connection with any action, suit or proceeding to which such Covered Person may
be a party or otherwise involved by reason of being or having been a Covered
Person. However, this provision does not protect a Covered Person against any
liability to either GIAC or its stockholder to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
Covered Person's office. This provision does protect a director of GIAC against
any liability to GIAC or its stockholder for monetary damages or for breach of
fiduciary duty as a director of GIAC, except for liability (i) for any breach of
the director's duty of loyalty to GIAC or its stockholder, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
REPRESENTATION PURSUANT TO SECTION 26
The Guardian Insurance & Annuity Company, Inc. hereby represents that the fees
and charges deducted under the Policy, in the aggregate, are reasonable in
relation to the Services rendered, the expenses expected to be incurred, and the
risks assumed by The Guardian Insurance & Annuity Company, Inc.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consisting of 71 pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
The Representation pursuant to Section 26 of The Investment Company Act of
1940.
The signatures.
II-1
<PAGE>
Written opinions and/or consents of the following persons:
Richard T. Potter, Jr., Esq.
Charles G. Fisher, F.S.A.
Price Waterhouse LLP
The following exhibits:
1.A (1) Resolution of the Board of Directors of The Guardian Insurance
& Annuity Company, Inc. establishing The Guardian Separate
Account B.(1)
(2) Not Applicable.
(3) Distribution Contracts:
(a) Distribution and Service Agreement between The Guardian
Insurance & Annuity Company, Inc. and Guardian Investor
Services Corporation.(5)
(b) (i) Form of Sales Operations and General Agent
Agreement.(2)
(ii) Form of Broker-Dealer Supervisory and Service
Agreement.
(iii) Form of Registered Representative's Agreement.2
(c) Schedule of Sales Commissions.(2)
(4) Not Applicable.
(5) Specimen of Single Premium Variable Life Insurance Policy
(Form 89-SPVL).(6)
(6) (a) Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc.
(b) By-laws of The Guardian Insurance & Annuity Company,
Inc.
(7) Not Applicable.
(8) Amended and Restated Agreement for Services and Reimbursement
Therefor, between The Guardian Life Insurance Company of
America and The Guardian Insurance & Annuity Company, Inc.(9)
(9) (a) Agreement Regarding Operation of the Shearson Lehman
Brothers Fund of Stripped ("Zero") U.S. Treasury
Securities.(2)
(b) Reinsurance Agreements between The Guardian Insurance &
Annuity Company, Inc. and each of the following
entities:
(i) The Guardian Life Insurance Company of America.3
(ii) The Lincoln National Life Insurance Company.3
(iii) General Reassurance Corporation.3
(10) Application Form for Single Premium Variable Life Insurance
Policy.(5)
(11) Memorandum on the Policy Issuance, Transfer and Redemption
Procedures and on the Method of Computing Cash Adjustment upon
Exchange of the Policy [Pursuant to Rule 6e-2(b)(12)(ii) and
Rule 6e-2(b)(13)(v)(B)].(4)
2. See Exhibit 1.A(5).
3.A. Opinion and Consent of Richard T. Potter, Jr., Esq.(7)
B. Consent of Richard T. Potter, Jr., Esq.
4. None.
5. Not Applicable.
6. Opinion and Consent of Charles G. Fisher, F.S.A.
II-2
<PAGE>
7. Consent of Price Waterhouse LLP.
8.A. Powers of Attorney executed by a majority of the Board of Directors
and certain principal officers of The Guardian Insurance & Annuity
Company, Inc.(6)
B. Power of Attorney executed by Frank J. Jones, Senior Vice President,
Chief Investment Officer and Director of The Guardian Insurance &
Annuity Company, Inc.(8)
27. Financial Data Schedule.
- ----------------
(1) Incorporated by reference to the Registration Statement on Form S-6 filed
by Registrant on May 15, 1985 (Reg. No. 2-97765).
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-6 filed by Registrant on September 13,
1985 (Reg. No. 2-97765).
(3) Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement on Form S-6 filed by Registrant on April 28, 1987
(Reg. No. 2-97765).
(4) Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form S-6 filed by Registrant on July 14, 1988
(Reg. No. 2-97765).
(5) Incorporated by reference to Post-Effective Amendment No. 11 to the
Registration Statement on Form S-6 filed by Registrant on May 1, 1989
(Reg. No. 2-97765).
(6) Incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement on Form S-6 filed by Registrant on March 1, 1991
(Reg. No. 2-97765).
(7) Incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement on Form S-6 filed by Registrant on April 27, 1992
(Reg. No. 2-97765).
(8) Incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement on Form S-6 filed by Registrant on April 28, 1993
(Reg. No. 2-97765).
(9) Incorporated by reference to Post-Effective Amendment No. 17 to the
Registration Statement on Form S-6 filed by Registrant on March 2, 1995
(Reg. No. 2-97765).
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Guardian Separate Account B, certifies that it meets all of the requirements
for effectiveness of this Amendment pursuant to Rule 485(b) and has duly caused
this Post-Effective Amendment No. 21 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York and State of New York, on the 30th day of April, 1998.
THE GUARDIAN SEPARATE ACCOUNT B
(Registrant)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Depositor)
By /s/ THOMAS R. HICKEY, JR.
------------------------------
THOMAS R. HICKEY, JR.
VICE PRESIDENT, OPERATIONS
II-4
<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 directors and principal officers of The Guardian Insurance &
Annuity Company, Inc. in the capacities and on the dates indicated.
JOSEPH D. SARGENT* President, Chief Executive
Joseph D. Sargent Officer and Director
Principal Executive Officer
FRANK J. JONES* Senior Vice President and
Frank J. Jones Chief Investment Officer
Principal Financial Officer
FRANK L. PEPE* Vice President and Controller
Frank L. Pepe
Principal Accounting Officer
JOHN M. SMITH* Executive Vice President and
John M. Smith Director
EDWARD K. KANE* Executive Vice President and
Edward K. Kane Director
PHILIP H. DUTTER* Director
Philip H. Dutter
ARTHUR V. FERRARA* Director
Arthur V. Ferrara
LEO R. FUTIA* Director
Leo R. Futia
Peter L. Hutchings Director
WILLIAM C. WARREN* Director
William C. Warren
*By: /s/ Thomas R. Hickey, Jr. Date: April 30, 1998
-------------------------------
Thomas R. Hickey, Jr.
Vice President, Operations
Pursuant to a Power of Attorney
II-5
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT B
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
1A(3)(b) The Guardian Insurance & Annuity Company Broker-Dealer
Supervisory and Service Agreement
1A(6)(a) Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc.
1A(6)(b) By-Laws of The Guardian Insurance & Annuity Company, Inc.
3(B) Consent of Richard T. Potter, Jr., Esq.
6 Opinion and Consent of Charles G. Fisher, F.S.A.
7 Consent of Price Waterhouse LLP
27 Financial Data Schedule
II-6
THE GUARDIAN INSURANCE & ANNUITY COMPANY
BROKER-DEALER SUPERVISORY AND SERVICE
AGREEMENT
Agreement by and between The Guardian Insurance & Annuity Company, Inc.
("GIAC"), a Delaware corporation, Guardian Investor Services Corporation
("GISC"), a registered broker-dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers Inc. ("NASD"), and
- --------------------------------------------------------------------------------
("Broker-Dealer") also a registered broker-dealer with the SEC under the
Securities Exchange Act of 1934 and a member of the NASD.
- --------------------------------------------------------------------------------
I. WITNESSETH
- --------------------------------------------------------------------------------
Whereas, GIAC proposes to have Broker-Dealer's registered representatives
("Representatives") who are also insurance agents solicit and sell certain
Insurance and Annuity Contracts (the "Plans") more particularly described in
this Agreement and which are deemed to be securities under the Securities Act of
1933; and
Whereas, GIAC has appointed GISC as the Distributor of the Plans and has agreed
with GISC that GISC shall be responsible for the training and supervision of
such Representatives, with respect to the solicitation and offer or sale of any
of the Plans, and also for the training and supervision of any other "persons
associated" with Broker-Dealer who are engaged directly or indirectly therewith;
and GISC proposes to delegate, to the extent legally permitted, said supervisory
duties to Broker-Dealer; and
Whereas, GIAC and GISC propose to have Broker-Dealer provide certain
administrative services to facilitate solicitation for and sales of the Plans.
Now therefore, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
- --------------------------------------------------------------------------------
II. APPOINTMENT OF BROKER-DEALER
- --------------------------------------------------------------------------------
GIAC and GISC hereby appoint Broker-Dealer to supervise solicitations for and
sales of the Plans and to provide certain administrative services to facilitate
solicitations for and sales of the Plans.
<PAGE>
- --------------------------------------------------------------------------------
III. AUTHORITIES AND DUTIES OF BROKER-DEALER
- --------------------------------------------------------------------------------
A. PLANS
The Plans issued by GIAC to which this Agreement applies are listed in Exhibit
A. These Plans may be amended from time to time by GIAC. GIAC, in its sole
discretion and without notice to Broker-Dealer, may suspend sales of any Plans
or may amend any policies or contract evidencing such Plans.
B. LICENSING
Broker-Dealer shall, at all times when performing its functions under this
agreement, be registered as a securities broker with the SEC and NASD and
licensed or registered as a securities broker-dealer in the states and other
local jurisdictions that require such licensing or registration in connection
with variable annuity sales activities or the supervision of Registered
Representatives who perform such activities in the respective location.
Broker-Dealer shall assist GISC in the appointment of Representatives under the
applicable insurance laws to sell the Plans. Broker-Dealer shall fulfill all
requirements set forth in the General Letter of Recommendation, attached as
Exhibit B, in conjunction with the submission of licensing/appointment papers
for all applicants as insurance agents of GIAC. All such licensing/appointment
papers should be submitted to GISC by Broker-Dealer.
C. SECURING APPLICATIONS
All applications for Plans shall be made on application forms supplied by GIAC
and all payments collected by Broker-Dealer or any Representative of
Broker-Dealer shall be remitted promptly in full, together with such
applications, forms and any other required documentation, directly to GIAC at
the address indicated on such application or to such other address as GIAC may,
from time to time, designate in writing. Broker-Dealer shall review all such
applications for completeness. Checks or money orders in payment on any such
Plan shall be drawn to the order of "The Guardian Insurance & Annuity Company."
All applications are subject to acceptance or rejection by GIAC at its sole
discretion.
D. MONEY RECEIVED BY BROKER-DEALER
All money payable in connection with any of the Plans, whether as premium,
purchase payment or otherwise, and whether paid by or on behalf of any
policyholder, contract owner or certificate holder or anyone else having an
interest in the Plans, is the property of GIAC, and shall be transmitted
immediately in accordance with the administrative procedures of GIAC without any
deduction or offset for any reason, including by example, but not limitation,
any deduction or offset for compensation claimed by Broker-Dealer.
<PAGE>
E. SUPERVISION OF REPRESENTATIVES
Broker-Dealer shall have full responsibility for the training and supervision of
all Representatives associated with Broker-Dealer who are engaged directly or
indirectly in the offer or sale of the Plans, and all such persons shall be
subject to the control of Broker-Dealer with respect to such persons'
securities-regulated activities in connection with the Plans. Broker-Dealer will
cause the Representatives to be trained in the sale of the Plans: will use its
best efforts to cause such Representatives to qualify under applicable federal
and state laws to engage in the sale of the Plans; and will cause such
Representatives to be registered representatives of Broker-Dealer before such
Representatives engage in the solicitation of applications for the Plans; and
will cause such Representatives to limit solicitation of applications for the
Plans to jurisdictions where GIAC has authorized such solicitation.
Broker-Dealer shall cause such Representatives' qualifications to be certified
to the satisfaction of GISC and shall notify GISC if any Representative ceases
to be a registered representative of Broker-Dealer.
F. REPRESENTATIVES AGREEMENT
Broker-Dealer shall cause each such Representative to execute a Registered
Representative's Agent Agreement with GIAC before a Representative shall be
permitted to solicit applications for the sale of the Plans. GISC shall furnish
Broker-Dealer with copies of Registered Representative's Agent Agreements for
execution by the Representatives.
G. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITY
LAWS
Broker-Dealer shall fully comply with the requirements of the NASD and of the
Securities Exchange Act of 1934 and all other applicable federal or state laws
and will establish such rules and procedures as may be necessary to cause
diligent supervision of the securities activities of the Representatives. Upon
request by GISC, Broker-Dealer shall furnish such appropriate records as may be
necessary to establish such diligent supervision.
H. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE
In the event a Representative fails or refuses to submit to supervision of
Broker-Dealer or otherwise fails to meet the rules and standards imposed by
Broker-Dealer on its Representatives, Broker-Dealer shall certify such fact to
GIAC and shall immediately notify such Representative that he or she is no
longer authorized to sell the Plans, and Broker-Dealer shall take whatever
additional action may be necessary to terminate the sales activities of such
Representative relating to the Plans.
I. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
Broker-Dealer shall be provided, without any expense to Broker-Dealer, with
prospectuses relating to the Plans and such other material as GISC determines to
be necessary or desirable for use in connection with sales of the Plans. No
sales promotion materials or any advertising relating
<PAGE>
to the Plans shall be used by Broker-Dealer unless the specific item has been
approved in writing by GISC.
J. RIGHT OF REJECTION
Broker-Dealer and/or GIAC, each at their sole discretion, may reject any
applications or payments remitted by Representative through the Broker-Dealer
and may refund an applicant's payments to the applicant. In the event such
refunds are made, and if Representative has received compensation based on an
applicant's Payment that is refunded, Representative shall promptly repay such
compensation to the Broker-Dealer. If repayment is not promptly made, the
Broker-Dealer may, at its sole option, deduct any amounts due it from
Representative from future commissions otherwise payable to Representative.
K. ASSIGNMENT
Neither this Agreement nor any of its benefits may be assigned by Representative
without the written consent of GIAC and GISC, and any assignment of this
agreement, compensation or other benefits or obligations hereunder shall not be
valid if made without such consent.
- --------------------------------------------------------------------------------
IV. COMPENSATION
- --------------------------------------------------------------------------------
A. SUPERVISORY FEES, SERVICE FEES AND COMMISSIONS
Supervisory and service fees payable to Broker-Dealer and commissions payable to
Representatives in connection with the Plans shall be paid by GIAC to the
person(s) entitled thereto through Broker-Dealer or as otherwise required by
law. GISC will provide Broker-Dealer with a copy of GIAC's current Dealer
Concession and Commissions Schedule. These fees and commissions will be paid as
a percentage of premiums or purchase payments (premiums and purchase payments
are hereinafter referred to collectively as "Payments") received in cash or
other legal tender and accepted by GIAC on applications obtained by the various
Representatives of the Broker-Dealer. Upon termination of this Agreement, all
compensation to the Broker-Dealer hereunder shall cease; however, Broker-Dealer
shall continue to be liable for any chargebacks pursuant to the provisions of
said Dealer Concession and Commissions Schedule or for any other amounts
advanced by or otherwise due GIAC hereunder.
B. TIME OF PAYMENT
GIAC shall pay any compensation due Broker-Dealer and Representatives of
Broker-Dealer within fifteen (15) days after the end of the calendar month in
which Payments upon which such compensation is based are accepted by GIAC.
C. AMENDMENT OF SCHEDULES
GIAC may, upon at least ten (10) days prior written notice to Broker-Dealer
change the Dealer Concession and Commissions Schedule. Any such change shall be
by written amendment of the
<PAGE>
particular schedule or schedules and shall apply to compensation due on
applications received by GIAC after the effective date of such notice.
D. PROHIBITION AGAINST REBATES
If Broker-Dealer or any Representative of Broker-Dealer shall rebate or offer to
rebate all or any part of a Payment on a policy or contract or certificate
issued by GIAC, or if Broker-Dealer or any Representative of Broker-Dealer shall
withhold any Payment on any policy or contract or certificate issued by GIAC,
the same may be grounds for termination of this Agreement by GIAC. If
Broker-Dealer or any Representative of Broker-Dealer shall at any time induce or
endeavor to induce any owner of any policy or contract issued hereunder or any
certificate holder to discontinue Payments or to relinquish any such policy or
contract or certificate except under circumstances where there is reasonable
grounds for believing the policy, contract or certificate is not suitable for
such person, any and all compensation due Broker-Dealer hereunder shall cease
and terminate.
E. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving Broker-Dealer the right
to incur any indebtedness on behalf of GIAC. Broker-Dealer hereby authorizes
GIAC to set off liabilities of Broker-Dealer to GIAC against any and all amounts
otherwise payable to Broker-Dealer by GIAC.
- --------------------------------------------------------------------------------
V. GENERAL PROVISIONS
- --------------------------------------------------------------------------------
A. WAIVER
Failure of any party to insist upon strict compliance with any of the conditions
of this Agreement shall not be construed as a waiver of any of the conditions,
but the same shall remain in full force and effect. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute a waiver of
any other provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.
B. INDEPENDENT CONTRACTORS
GIAC and GISC are independent contractors with respect to Broker-Dealer and to
Representatives.
C. LIMITATIONS
No party other than GIAC shall have the authority on behalf of GIAC to make,
after, or discharge any policy or contract or certificate issued by GIAC, to
waive any forfeiture or to grant, permit, nor to extend the time of making any
Payments, nor to guarantee dividends, nor to alter the forms which GIAC may
prescribe or substitute other forms in place of those prescribed by GIAC, nor to
<PAGE>
enter into any proceeding in a court of law or before a regulatory agency in the
name of or on behalf of GIAC.
D. FIDELITY BOND
Broker-Dealer represents that all directors, officers, employees and
Representatives of Broker-Dealer who are licensed pursuant to this Agreement as
GIAC agents for state insurance law purposes or who have access to funds of
GIAC, including but not limited to funds submitted with applications for the
Plans or funds being returned to owners or certificate holders, are and shall be
covered by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall be
maintained by Broker-Dealer at Broker-Dealer's expense. Such bond shall be, at
least, of the form, type and amount required under the NASD Rules of Fair
Practice. GIAC may require evidence, satisfactory to it, that such coverage is
in force and Broker-Dealer shall give prompt, written notice to GIAC of any
notice of cancellation or change of coverage.
Broker-Dealer assigns any proceeds received from the fidelity bonding company to
GIAC to the extent of GIAC's loss due to activities covered by the bond. If
there is any deficiency amount, whether due to a deductible or otherwise,
Broker-Dealer shall promptly pay GIAC such amount on demand and Broker-Dealer
hereby indemnities and holds harmless GIAC from any such deficiency and from the
costs of collection thereof (including reasonable attorneys' fees).
E. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of the parties
to it and their respective successors and assigns provided that Broker-Dealer
may not assign this Agreement or any rights or obligations hereunder without the
prior written consent of GIAC.
F. REGULATIONS
All parties agree to observe and comply with the existing The Guardian In laws
and rules or regulations of applicable local, state, or federal regulatory
authorities and with those which may be enacted or adopted during the term of
this Agreement regulating the business contemplated hereby in any jurisdiction
in which the business described herein is to be transacted.
G. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph L of Section V of this Agreement or to such other address as the party
may request by giving written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with governed by the laws of the
state of New York.
<PAGE>
I. AMENDMENT OF AGREEMENT
GIAC reserves the right to amend this Agreement at any time and the submission
of an application by a Representative of a Broker-Dealer after notice of any
such amendment has been sent to the other parties shall constitute the other
parties' agreement to any such amendment.
J. SALES PROMOTION MATERIALS AND ADVERTISING
Broker-Dealer shall not print, publish or distribute any advertisement, circular
or any document relating to the Plans or relating to GIAC unless such
advertisement, circular or document shall have been approved in writing by GIAC
or by GISC; and in the case of items within the scope of Section 111,
sub-Paragraph 1, approved in writing by GISC, provided, however, that nothing
herein shall prohibit Broker-Dealer from advertising life insurance and
annuities in general or on a generic basis.
K. TERMINATION
This Agreement may be terminated, without cause, by any party upon thirty (30)
days prior written notice; and may be terminated, for cause, by any party
immediately; and shall be terminated if GISC or Broker-Dealer shall cease to be
registered Broker-Dealers under the Securities Exchange Act of 1934 and members
of the NASD.
L. ADDRESS FOR NOTICES
The Guardian Insurance & Annuity Company
3900 Burgess Place
Bethlehem, PA 18017
The Guardian Insurance & Annuity Company, Inc.
By: /s/ Joseph A. Caruso
-------------------------------
Joseph A Caruso, Secretary
For Broker-Dealer
- -----------------------------------
Firm Name
- -----------------------------------
Address
- -----------------------------------
City, State, Zip
- -----------------------------------
Corporate Federal Tax ID#
- -----------------------------------
Print Name
<PAGE>
- -----------------------------------
Signature Title
Guardian Investor Services Corporation
By
--------------------------------
John M. Smith, President
- -----------------------------------
Date
EB-72 5/93
<PAGE>
EXHIBIT B
GENERAL LETTER OF RECOMMENDATION
Broker-Dealer hereby certifies to GIAC that all the following requirements will
be fulfilled in conjunction with the submission of licensing/appointment papers
for all applicants as agents of GIAC submitted by Broker-Dealer. Broker-Dealer
will, upon request, forward proof of compliance with same to GIAC in a timely
manner.
1. We have made a thorough and diligent inquiry and investigation relative to
each applicants identity, residence and business reputation and declare that
each applicant is personally known to us, has been examined by us, is known to
be of good moral character, has a good business reputation, is reliable, is
financially responsible and is worthy of a license. Each individual is
trustworthy, competent and qualified to act as an agent for GIAC to hold himself
out in good faith to the general public. We vouch for each applicant.
2. We have on file a U-4 form which was completed by each applicant. We have
fulfilled all the necessary investigative requirements for the registration of
each applicant as a registered representative through our NASD-member firm, and
each applicant is presently registered as a NASD registered representative.
The above information in our files indicates no fact or condition which would
disqualify the applicant from receiving a license and all the findings of all
investigative information is favorable.
3. We certify that all educational requirements have been met for the specific
state each applicant is requesting a license in, and that all such persons have
fulfilled the appropriate examination, education and training requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a license, we
certify that those items forwarded to GIAC are those of the applicant and the
securities registration is a true copy of the original.
5. We hereby warrant that the applicant is not applying for a license with GIAC
in order to place insurance chiefly and solely on his life or property, lives or
property of his relatives, or property or liability of his associates.
6. We certify that each applicant will receive close and adequate supervision,
and that we will make inspection when needed of any or all risks written by
these applicants, to the end that the insurance interest of the public will be
properly protected.
7. We will not permit any applicant to transact insurance as an agent until duly
licensed therefore. No applicants have been given a contract or furnished
supplies, nor have any applicants been permitted to write, solicit business, or
act as an agent in any capacity, and they will not be so permitted until the
certificate of authority or license applied for is received.
CERTIFICATE OF INCORPORATION
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---ooOoo---
ARTICLE I
Section 1.1 Name. The name or the corporation (hereinafter called the
Corporation) is:
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
ARTICLE II
Section 2.1 Registered Office and Registered Agent. The address of the
Corporation's registered office in the State of Delaware is 100 West lOth
Street, City of Wilmington. The name of its registered agent at such address is
The Corporation Trust Company.
ARTICLE III
Section 3.1 Corporate Purposes. A primary purpose of the Corporation is to
engage in and carry on the business of insurance as permitted under the laws of
Delaware. In addition, and without limitation by the foregoing, the purpose of
the Corporation is to engage in any lawful act
<PAGE>
2.
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
Section 3.2 Management and Other Contracts. The Corporation may enter into
a management, supervisory or investment advisory contract and other contracts
with, and may otherwise do business with, any firm or organization
notwithstanding that the directors or officers of the Corporation may be
employees, directors or officers of such firms or organizations, and in the
absence of fraud the Corporation and such firms or organizations may deal freely
with each other, and such contracts or any other contract or transaction between
the Corporation and such firms or organizations shall not be invalidated or in
any wise affected thereby, nor shall any director or officer of the Corporation
be liable to the Corporation or to any stockholder or creditor thereof or to any
other person for any loss incurred by it or him under or by reason of any such
contracts or transactions; provided that nothing herein shall protect any
director or officer of the Corporation against any liability to the Corporation
or to its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office; and provided always that such
contracts or transactions shall have been
<PAGE>
3.
fair as to the Corporation as of the time it was authorized, approved or
ratified by the Board of Directors, a committee thereof, or the stockholders.
ARTICLE IV
Section 4.1 Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is twenty thousand (20,000) shares,
all of which shall be one class of common stock of the par value of One Hundred
Dollars ($100.00) each.
ARTICLE V
Section 5.1 Power of Board to Make By-Laws. The Board may make, alter or
repeal from time to time any of the By-Laws of the Corporation, except any
particular By-Law which is specified as not subject to alteration or repeal by
the Board. Any such particular By-Law may be altered or repealed only by the
affirmative vote at a meeting of the holders of a majority of the shares of
capital stock outstanding or by the written consent of the holders of a majority
of such shares.
Section 5.2 Elections of Directors Need Not Be By Written Ballot. The
elections of directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.
<PAGE>
4.
ARTICLE VI
Section 6.1 Incorporators. The names and mailing addresses of the
incorporators of the Corporation are:
NAME MAILING ADDRESS
---- ---------------
B. J. CONSONO 100 West Tenth Street
Wilmington, Delaware 19899
F. J. OBARA, Jr. 100 West Tenth Street
Wilmington, Delaware 19899
J. L. RIVERA 100 West Tenth Street
Wilmington, Delaware 19899
ARTICLE VII
Section 7.1 Reservation of Right to Amend Certificate. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate in the manner now or hereafter prescribed by law, and all
rights and powers conferred in this Certificate on stockholders, directors and
officers are subject to this reserved power.
Section 7.2 Right to Amend By-Laws. The Board of Directors is expressly
authorized to make, alter or repeal the By-Laws of the Corporation, except as
otherwise provided in any By-Law adopted by the stockholders.
WITNESS the signatures of the undersigned this 2nd day of March, 1970.
B. J. CONSONO
F. J. OBARA, Jr.
J. L. RIVERA
<PAGE>
5.
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 2nd day of March, 1970, personally came
before me, a Notary Public for the State of Delaware, B. J. CONSONO, F. J.
OBARA, Jr., and J. L. RIVERA all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
A. DANA ATWELL
---------------------------------------
Notary Public
*************************************
A. DANA ATWELL
NOTARY PUBLIC
APPOINTED OCT. 27, 1969
STATE OF DELAWARE
TERM TWO YEARS
*************************************
<PAGE>
6.
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, EUGENE BUNTING, Secretary of State of the State of Delaware, DO HEREBY
CERTIFY that the above and foregoing is a true and correct copy of Certificate
of Incorporation of "THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.", as
received and filed in this office the second day of March, A. D. 1970, at 10
o'clock A. M.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Dover this second day of March in the year of our Lord one thousand nine
hundred and seventy.
EUGENE BUNTING
Secretary of State
R. H. CALIMELL
Ass't. Secretary of State
*************************************
Secretary's Office
1855 Delaware 1793
*************************************
<PAGE>
7.
Received for Record
March 2nd, A. D. 1970.
Leo J. Dugan, Jr., Recorder.
STATE OF DELAWARE :
: SS.:
NEW CASTLE COUNTY :
Recorded in the Recorder's Office at Wilmington, in Incorporation
Record Vol. Page &c., the 2nd day of March, A. D. 1970.
Witness my hand and official seal.
Leo J. Dugan, Jr.
Recorder.
*************************************
Recorders Office
New Castle Co. Del.
Mercy Justice
*************************************
<PAGE>
PAGE 1
State of Delaware
[State Seal]
Office of Secretary of State
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. FILED IN THIS OFFICE ON THE
FOURTH DAY OF SEPTEMBER, A.D. 1986, AT 10 O'CLOCK A.M.
----------
[Department of State Seal] /s/ Michael Harkins
-----------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 0933991
726247055 DATE: 09/04/1986
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
****
The Guardian Insurance & Annuity Company, Inc. a corporation organized and
existing under and by virtue of the General Corporation Law or the State or
Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting or the Board or Directors or The Guardian
Insurance & Annuity Company, Inc. (the "Corporation") resolutions were duly
adopted setting forth a proposed amendment of the certificate of Incorporation
of the Corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "III" and Section thereof
numbered "3.2" so that, as amended, said Article and Section shall be and
read as follows:
"Management and other Contracts. The Corporation may enter into a
management, supervisory or investment advisory contract and other contracts
with, and may otherwise do business with, any firm or organization
notwithstanding that the directors or officers of the Corporation may be
employees, directors or officers of such firms or organizations, and in the
absence of fraud the Corporation and such firms or organizations may deal
freely with each other, and such contracts or any other contract or
transaction between the Corporation and such firms or organizations shall
not be invalidated or in any wise affected thereby, nor shall any director
or officer of the Corporation be liable to the Corporation or to any
stockholder or creditor thereof or to any other person for any loss
incurred by it or him under or by reason of any such contracts or
transactions; provided that nothing herein shall protect any director or
officer of the Corporation against any liability to the Corporation or to
its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office; and provided always that
such contracts or transactions shall have been fair as to the Corporation
as of
<PAGE>
the time it was authorized, approved or ratified by the Board of Directors,
a committee thereof, or the stockholders. No director of the Corporation
shall be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit."
SECOND: that thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, The Guardian Insurance & Annuity Company, Inc. has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Arthur V. Ferrara, its President, and Herbert N. Grolnick,
its Secretary, this 29th day of August, 1986.
By /s/ Arthur V. Ferrara
-----------------------------------
Arthur V. Ferrara, President
Attest:
By /s/ Herbert N. Grolnick
-----------------------------------
(CORPORATE SEAL) Herbert N. Grolnick, Secretary
BY-LAWS
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---ooOoo---
ARTICLE I
OFFICES
Section 1. The registered office shall be in Wilmington, Delaware.
Section 2. The corporation may have offices also at such other places
within and without the State of Delaware as the board of directors may from time
to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of the stockholders for the election of directors shall
be held in New York, New York at such place as may be fixed from time to time by
the board of directors. Meetings of stockholders for any other purpose may be
held at such time and place,
<PAGE>
2.
within or without the State of Delaware, as shall be stated in the notice of the
meeting.*
Section 3. In order that the corporation may determine the stockholders
entitled to notice of or to, vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than fifty nor less than ten days before the date of
such meeting, nor more than fifty days prior to any other action. A
determination of stockholders shall apply to any adjournment
- ----------
* Section 2 amended on 11-30-89 to read as follows: "Unless otherwise
provided by the board of directors, the annual meeting of stockholders
shall be held not less than thirty (30) and not more than one hundred
twenty (120) days after the end of the corporation's last preceding fiscal
year, and at such meeting the stockholders shall elect, by a plurality
vote, a board of directors, and shall transact such other business as may
properly be brought before the meeting.
<PAGE>
3.
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.
Section 4. Written notice of the annual meeting, and any special meeting
stating the place, date and hour thereof, shall be given to each stockholder
entitled to vote thereat not less than ten nor more than fifty days before the
date of the meeting.
Section 5. The officer who has charge of the stock ledger of the
corporation shall prepare, and produce a complete list of the stockholders
entitled to vote at said meeting in accordance with Section 219(a) Title 8 of
the Delaware Code.
Section 6. Special meetings of the stockholders may be called by the
president and shall be called by the president or secretary by resolution of the
board of directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such resolution or request shall state the
purpose or purposes of the proposed meeting.
<PAGE>
4.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, so long as the adjournment is not for more than thirty days and a new
record date is not fixed for the adjourned meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the original meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the
<PAGE>
5.
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the certificate of incorporation a
different vote is required in which case such express provision shall govern and
control the decision of such question.
Section 10. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
No proxy or power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the meeting
when required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by two inspectors of election who shall be appointed
by the board of directors, or if not so appointed, then by the presiding officer
of the meeting.
<PAGE>
6.
Section 11. Whenever stockholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by the holders of all outstanding
stock entitled to vote thereon, all in accordance with Section 228, Title 8 of
the Delaware Code.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
shall be five.* By amendment of this by-law the number may be increased or
decreased from time to time by the board of directors within the limits
permitted by law, but no decrease in the number of directors shall change the
term of any director in office at the time thereof. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this article, and each director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number
- ----------
* Amended by board of directors on 11/20/86 to delete the number "five" and
insert in its place "at least seven."
<PAGE>
7.
of directors may be filled by a majority of the directors then in office, though
less than a quorum, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected, unless sooner
displaced.
Section 3. The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors shall
be held immediately following the adjournment of the meeting of stockholders and
at the place thereof. No notice of such meeting shall be necessary to the
directors in order legally to constitute the meeting, provided a quorum be
present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors.
<PAGE>
8.
Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board of directors.
Section 7. Special meetings of the board of directors may be called by the
president and shall be called by the secretary on the written request of two
directors. Notice of special meetings of the board of directors shall be given
to each director at least three days before the meeting if by mail or at least
24 hours before the meeting if given in person or by telephone or by telegraph.
The notice need not specify the business to be transacted.
Section 8. At meetings of the board of directors, one-third of the
directors at the time in office but in no event less than two* directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors. If a quorum shall not be present at any meeting of
the board of directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
- ----------
* Amended by board of directors on 11/20/86 to delete the phrase "one-third
of the directors at the time in office but in no event less than two" and
insert in its place the word "five."
<PAGE>
9.
Section 9. The board of directors may, by resolution adopted by a majority
of the whole board, designate one or more committees, each committee to consist
of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors. The board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
or in any written consent of the committee. The member or members of any such
committee present at any meeting and not disqualified from voting may, whether
or not he or they constitute a quorum, unanimously appoint another member of the
board of directors to act at the meeting in the place of any absent or
disqualified member.
Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the board of directors.
<PAGE>
10.
Section 11. Any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the board or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee.
Section 12. The directors may be paid their expenses of attendance at each
meeting of the board of directors and may be paid a fixed sum for attendance at
each meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders mailed to them at their
addresses appearing on the books of the corporation shall be deemed to be given
at the time when deposited in the United States mail.
<PAGE>
11.
Section 2. Whenever any notice is required to be given a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent of notice.
Attendance of a person at a meeting of stockholders or of directors shall
constitute a waiver of notice of such meeting except when the stockholder or
director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of
directors at its first meeting after each annual meeting of stockholders and
shall be a president, who shall be a director, and a vice president, a
secretary, a treasurer and such other officers and agents as the board desires
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the board or as
set forth in these by-laws. Any number of offices may be held by the same
person.
<PAGE>
12.
Section 2. The salaries of all officers of the corporation shall be fixed
by the board of directors.
Section 3. Any officer may be removed at any time by the board of directors
with or without cause. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the board of
directors if the office is not discontinued.
*Section 4. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect. He shall execute on behalf of the corporation and may affix or cause the
seal to be affixed to all instruments requiring such execution except to the
extent the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation or as
provided herein.
Section 5. The vice presidents shall act under the direction of the
president and in the absence or disability of the president, in the order of
seniority spe-
- ----------
* Amended by board of directors 6/3/82 to read: "Unless the board of
directors shall elect a chairman as chief executive officer, the president
shall be the chief executive officer of the corporation...."
<PAGE>
13.
cified by the board, they shall perform the duties and exercise the powers of
the president. They shall perform such other duties and have such other powers
as the president or the board of directors may from time to time prescribe.
Section 6. The secretary shall act under the direction of the president.
Subject to the direction of the president he shall attend all meetings of the
board of directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the president or the board of
directors. He shall keep in safe custody the seal of the corporation and cause
it to be affixed to any instrument requiring it.
Section 7. The treasurer shall act under the direction of the president.
Subject to the direction of the president he shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging
<PAGE>
14.
to the corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the president or the board of directors, taking
proper vouchers for such disbursements, and shall render to the president and
the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the corporation. He may affix or cause to be affixed the
seal of the corporation to any instrument requiring it.
Section 8. On behalf of the corporation any officer may execute and affix
the corporate seal to documents necessary in the management of the affairs of
the corporation. Where two signatures are required, any two officers may execute
such documents.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
president or a
<PAGE>
15.
vice president and the treasurer or the secretary of the corporation, certifying
the number of shares owned by him in the corporation.
Section 2. The board of directors may direct a new certificate of stock to
be issued in place of any certificate theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the board of directors may, in its discretion as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 3. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
<PAGE>
16.
shall be the duty of the corporation, if it is satisfied that all provisions of
the certificate of the incorporation and these by-laws regarding transfer of
shares and restrictions on such transfers have been complied with, to issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 4. The corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
MISCELLANEOUS
Section 1. Dividends upon the shares of the capital stock of the
corporation may be declared and paid by the board of directors from the funds
legally available. Dividends may be paid in cash, in property,
<PAGE>
17.
or in shares of the capital stock of the corporation.
Section 2. Before the payment of any dividends there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
board of directors from time to time in its absolute discretion may think
proper, as a reserve or reserves to meet contingencies or for any other purpose
the directors shall think conducive to the interest of the corporation. The
board of directors may modify or abolish any such reserve.
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
Section 4. The fiscal year of the corporation shall be the calendar year
unless changed by the board of directors.
Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a
<PAGE>
facsimile thereof to be impressed or affixed or in any other manner reproduced.
ARTICLE VIII
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
and pursuant to any procedure specified in the General Corporation Law of the
State of Delaware from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification
<PAGE>
19.
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any by-law, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The board of directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The board of directors may from time to time adopt further by-laws with
respect to indemnification and may amend these and such by-laws to provide at
all times the fullest indemnification permitted by the General Corporation Law
of the State of Delaware.
<PAGE>
20.
ARTICLE IX
AMENDMENTS
Section 1. The by-laws may be amended by a majority vote of all the stock
issued and outstanding and entitled to vote at any annual or special meeting of
the stockholders, provided notice of intention to amend shall have been
contained in the notice of the meeting.
Section 2. The board of directors by a majority vote of the whole board at
any meeting may amend these by-laws, including by-laws adopted by the
stockholders, but the stockholders may from time to time specify particular
provisions of the by-laws which shall not be amended by the board of directors.
CONSENT OF COUNSEL
I hereby consent both to the reference to my name under the heading "Legal
Matters" in this Post-Effective Amendment to the Registration Statement on Form
S-6 filed with the Securities and Exchange Commission by The Guardian Insurance
& Annuity Company, Inc. on behalf of The Guardian Separate Account B 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
[letterhead]
April 27, 1998
The Guardian Insurance & Annuity Company, Inc.
201 Park Avenue South
New York, New York 10003
Sir or Madam:
In my capacity as Vice President and Actuary of The Guardian Insurance &
Annuity Company, Inc. ("GIAC"), I have provided actuarial advice concerning the
following: (a) the preparation of Post-Effective Amendment No. 21 to the
Registration Statement for The Guardian Separate Account B filed on Form S-6
with the Securities and Exchange Commission under the Securities Act of 1933
(the "Post-Effective Amendment") relating to the offer and sale of single
premium variable life insurance policies issued by GIAC (the "Policies"); and
(b) the preparation of policy forms for the Policies described in the
Post-Effective Amendment.
It is my professional opinion that:
1. For policies in the preferred, standard or substandard
classifications, the "sales load", as defined in paragraph (c)(4) of
Rule 6e-2 under the Investment Company Act of 1940, is less than 6%
of the gross single premium and, hence, complies with such Rule.
2. The illustrations of death benefits, cash values and accumulated
premiums, and the assumptions upon which they are based, as set
forth in the section of the prospectus entitled "Illustrations of
Death Benefits and Cash Values" contained in the Post-Effective
Amendment are consistent with the provisions of the Policies. The
rate structure of the Policies has not been designed so as to make
the relationship between premiums and benefits, as shown in the
illustrations, appear to be correspondingly more favorable to
prospective purchasers of Policies aged 5, 15, 40 or 55 in the
standard underwriting class than to prospective purchasers of
Policies at other ages or in other underwriting classes.
3. The examples set forth in the section of the prospectus entitled
"The Policy" are based on the assumptions stated in the
illustrations and are consistent with the provisions of the Policy.
I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement and to the use of my name
under the heading "Experts" in the prospectus.
Very truly yours,
/s/ Charles G. Fisher
Charles G. Fisher, F.S.A.
Vice President and Actuary
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 21 to the Separate Account B registration statement
on Form S-6 (the "Registration Statement") of our report dated February 18,
1998, relating to the financial statements of The Guardian Separate Account B
and our report dated February 10, 1998, relating to the statutory basis
financial statements of The Guardian Insurance & Annuity Company, Inc., which
appear in such Registration Statement. We also consent to the reference to us
under the heading "Independent Accountants" in such Registration Statement.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
April 28, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the "Annual
Report to Shareholders" dated December 31, 1997 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK> 0000769221
<NAME> Separate Account B - Value Plus
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 294,574,672
<INVESTMENTS-AT-VALUE> 369,056,632
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 369,056,632
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 615,721
<TOTAL-LIABILITIES> 615,721
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4,786,589
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 68,375,540
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 74,481,960
<NET-ASSETS> 368,440,911
<DIVIDEND-INCOME> 6,616,178
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 1,829,589
<NET-INVESTMENT-INCOME> 4,786,589
<REALIZED-GAINS-CURRENT> 68,375,540
<APPREC-INCREASE-CURRENT> (4,119,701)
<NET-CHANGE-FROM-OPS> 69,042,428
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,829,589
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,829,589
<AVERAGE-NET-ASSETS> 346,974,296
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 64,255,839
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
