As filed with the Securities and Exchange Commission on April 24, 1995
Registration No. 33-25153
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Post-Effective Amendment No. 7
to
FORM S-6
For Registration Under the Securities Act of 1933
of Securities of Unit Investment Trusts Registered
on Form N-8B-2
----------
THE GUARDIAN SEPARATE ACCOUNT C
(Exact name of trust)
----------
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)
----------
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
----------
It is proposed that this filing will become
effective (check appropriate box):
/ / Immediately upon filing pursuant to paragraph (b)
/X/ On May 1, 1995 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / On (date) pursuant to paragraph (a)(i) of Rule 485
----------
The Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The notice required by such rule for the Registrant's most recent
fiscal year was filed on February 24, 1995.
================================================================================
<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 ..................... The Guardian Separate Account C (the "Account")
4 ..................... Distribution of the Policies
5 ..................... What Is The Guardian Insurance & Annuity
Company, Inc. ("GIAC")?
6(a) .................. What Is The Guardian Separate Account C
(the "Account") and How Does It Operate?
6(b) .................. The Guardian Separate Account C (the "Account")
7 ..................... Not Applicable
8 ..................... Financial Statements
9 ..................... Legal Proceedings
10(a),(b) ............. Not Applicable
10(c) ................. Right to Examine and Return a Policy ("Free-Look");
Cash Value Benefits of the Policy; Surrender of
the Policy
10(d) ................. Right to Exchange for Fixed-Benefit Life Insurance;
Changes in Allocations or Transfers Among
Investment Divisions; Policy Loans
10(e) ................. Grace Period; Reinstatement of the Policy
10(f) ................. Voting Rights
10(g),(h) ............. Substitution of Investments
10(i),44(a),51(g) ..... Premiums; Death Benefit Under the Policy; Variable
Insurance Amount; Investment Base and Excess
Investment Return; Other Important Policy
Provisions
11 .................... The Investment Options; The Guardian Separate
Account C (the "Account")
12 .................... The Investment Options; The Funds
13(a),(b),(c),51(g) ... Charges Deducted from Premiums; Charges Deducted
from the Account
13(d),(g) ............. Not Applicable
13(e),(f) ............. Charges Deducted from Premiums; Charges Deducted
from the Account
14 .................... Requirements for Insurance; Premiums
15 .................... Allocation of Net Premiums to the Account
16 .................... Allocation of Net Premiums to the Account; Changes
in Allocations or Transfers Among Investment
Divisions
17 .................... Death Benefit Under the Policy; Cash Value Benefits
of the Policy
18 .................... The Guardian Separate Account C ("the Account")
19 .................... Reports to Policyowners
20 .................... Not Applicable
21(a),(b) ............. Policy Loans
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
i
<PAGE>
N-8B-2 Item Heading In Prospectus
----------- ---------------------
28 .................... Management of GIAC
30,31,32,33,
34,35,36,37 ......... Not Applicable
38,39,41(a) ........... Distribution of the Policies
40 .................... The Investment Options; The Funds
41(b),(c),42,43 ....... Not Applicable
44(b) ................. Not Applicable
44(c) ................. Premiums
45 .................... Not Applicable
46(a),47 .............. The Investment Options; The Funds
46(b) ................. Not Applicable
49,50 ................. Not Applicable
51(b) ................. What is a Variable Life Insurance Policy and How
Does it Differ from a Traditional Life Insurance
Policy?
51(c),(d) ............. Death Benefit Under the Policy
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 Deducted from the Account
53(b),54,55,56,57,58 .. Not Applicable
59 .................... Financial Statements
ii
<PAGE>
PROSPECTUS
May 1, 1995
ANNUAL 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
Distributed by
GUARDIAN INVESTOR SERVICES CORPORATION
201 Park Avenue South
New York, New York 10003
Telephone: 1-800-221-3253
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY ALL OF THE
CURRENT PROSPECTUSES FOR THE FOLLOWING: THE GUARDIAN STOCK
FUND; THE GUARDIAN BOND FUND; THE GUARDIAN CASH FUND;
BAILLIE GIFFORD INTERNATIONAL FUND; VALUE LINE STRATEGIC
ASSET MANAGEMENT TRUST; AND VALUE LINE CENTURION FUND.
<PAGE>
PROSPECTUS
May 1, 1995
ANNUAL PREMIUM VARIABLE LIFE INSURANCE POLICY
This Prospectus describes the Annual Premium Variable Life Insurance Policy
(the "Policy") 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 as long as premiums are paid on time. The Policy
also may be surrendered for its cash surrender value (if any) while the insured
is living, in which case, all insurance coverage ends. The death benefit and
cash values under the Policy will vary based on the performance of the
investment divisions which comprise The Guardian Separate Account C (the
"Account").
The investment divisions of the Account use their assets to buy shares at
net asset value in the following corresponding mutual funds: The Guardian Stock
Fund, The Guardian Cash Fund, The Guardian Bond Fund, Baillie Gifford
International Fund, Value Line Strategic Asset Management Trust and Value Line
Centurion Fund (collectively, the "Funds," and individually, a "Fund").
Death benefits and cash values under the Policies will vary based on the
investment performance of the Account's investment divisions. Regardless of a
Policy's investment performance, the death benefit can never be less than the
Guaranteed Insurance Amount if premiums are paid on time (with the proceeds
payable reduced by any outstanding loan amount). 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 a Policy's
investment performance, but it will never decrease below the Guaranteed
Insurance Amount. However, death benefit proceeds may be less than the
Guaranteed Insurance Amount if a Policy loan is outstanding when the insured
dies or if a premium is then due and unpaid because such amounts will be
deducted from the death benefit before payment. The Policy's cash value may
increase or decrease on any day, depending on the Policy's investment
performance. No minimum amount of cash value is guaranteed. Therefore, a Policy
should be purchased only if the Policyowner intends to keep it in effect for a
reasonably long period of time.
The Policy may be returned during a limited period of time for a full
refund according to the terms of its "free look" provision or may be exchanged
for fixed life insurance under certain conditions.
It may not be advantageous to replace existing insurance with a new Policy.
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.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
2
<PAGE>
CONTENTS
Page
----
INDEX OF DEFINED TERMS ............................................... 4
SUMMARY OF THE POLICY AND THE
UNDERLYING INVESTMENT OPTIONS .................................... 5
THE POLICY ........................................................... 9
Requirements for Insurance ....................................... 9
Premiums ......................................................... 9
Grace Period ..................................................... 9
Charges Deducted from Premiums ................................... 10
Charges Deducted from the Account ................................ 11
Allocation of Net Premiums to the Account ........................ 11
Changes in Allocations or Transfers
Among Investment Divisions ...................................... 12
Death Benefit Under the Policy ................................... 12
Cash Value Benefits of the Policy ................................ 14
Payment of Death Benefit and Cash Value Proceeds ................. 14
Investment Base and Excess Investment Return ..................... 15
Policy Loans ..................................................... 15
Surrender of the Policy .......................................... 16
Continued Insurance Coverage Following Policy Lapse .............. 16
Additional Coverage Riders to the Policy ......................... 17
Right to Exchange for Fixed-Benefit Life Insurance ............... 21
Right to Examine and Return a Policy ("Free-Look") ............... 21
Reinstatement of the Policy ...................................... 21
Distribution of the Policies ..................................... 21
Federal Tax Considerations ....................................... 22
Legal Considerations for Employers ............................... 24
Voting Rights .................................................... 24
Reports to Policyowners .......................................... 24
Other Important Policy Provisions ................................ 25
THE INVESTMENT OPTIONS ............................................... 27
The Guardian Separate Account C (the "Account") .................. 27
The Funds ........................................................ 27
Substitution of Investments ...................................... 28
OTHER INFORMATION .................................................... 29
Management of GIAC ............................................... 29
State Regulation ................................................. 32
Legal Proceedings ................................................ 32
Legal Matters .................................................... 32
Registration Statement ........................................... 32
Independent Accountants .......................................... 33
Experts .......................................................... 33
Financial Statements ............................................. 33
ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES ...................... 54
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 MAY NOT BE AVAILABLE IN ALL STATES AND ARE NOT AVAILABLE IN CERTAIN
MUNICIPALITIES IN KENTUCKY. THE ADDITIONAL COVERAGE RIDERS MAY NOT BE AVAILABLE
IN ALL STATES OR MUNICIPALITIES 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>
INDEX OF DEFINED TERMS
The following is a list of certain important terms used in this
Prospectus, together with identification of the page(s) on which each is defined
or explained:
Page(s)
-------
Account ............................................... 8,27
Actual Investment Rate ................................ 15
Additional Coverage Riders ............................ 7,17
Administrative Charge ................................. 10
Assignment ............................................ 26
Basic Premium ......................................... 10
Beneficiary ........................................... 25
Cash Surrender Value .................................. 14,16
Cash Value ............................................ 6,14
Customer Service Office ............................... 8
Death Benefit ......................................... 6,12
Excess Investment Return .............................. 15
Free-Look Provision ................................... 7,21
Funds ................................................. 8,27
GIAC .................................................. 8
Grace Period .......................................... 9
Guaranteed Insurance Amount ("GIA") or Face Amount .... 5,12
Investment Base ....................................... 15
Investment Division ................................... 8,27
Loan Collateral Balance ............................... 16
Modified Endowment Contracts .......................... 22
Mortality and Expense Risks ........................... 6,11
Net Premium ........................................... 6,10,11
Owner or Policyowner .................................. 25
Payment Options ....................................... 24
Policy Fee ............................................ 6,10
Policy Lapse .......................................... 9,16
Policy Value Options .................................. 16
Premium Class ......................................... 5
Risk Charge ........................................... 6,10
Sales Load ............................................ 6,10
Sex Classification .................................... 5,9,24
State Premium Tax Charge .............................. 6,10
Variable Insurance Amount ("VIA") ..................... 12
4
<PAGE>
SUMMARY OF THE POLICY AND THE UNDERLYING INVESTMENT OPTIONS
The following questions and answers summarize general information about the
Policy and its underlying investment options, each of which is a mutual fund
("Fund"). The answers refer to sections within this Prospectus where more
detailed information about the Policy or its investment options may be found.
These answers are qualified by reference to a specimen of the Policy which has
been filed as an exhibit to the Registration Statement for The Guardian Separate
Account C and by reference to the accompanying prospectuses for the underlying
Funds. UNLESS OTHERWISE NOTED, THE TERM "POLICY," AS USED IN THIS PROSPECTUS,
REFERS TO THE POLICY EXCLUSIVE OF ANY OF THE ADDITIONAL COVERAGE RIDERS
DESCRIBED IN THE SUBSECTION "ADDITIONAL COVERAGE RIDERS TO THE POLICY."
What is a Variable Life Insurance Policy and How Does it Differ from a
Traditional Life Insurance Policy?
GIAC's Annual Premium Variable Life Insurance Policies are similar to
traditional fixed-benefit whole life insurance policies in many respects, but
also contain some important differences.
Like traditional fixed-benefit whole life insurance policies, the Policies
provide lifetime insurance coverage on the named insured so long as Policy
premiums are paid according to schedule. Also like traditional policies, the
Policies have a cash surrender value which is payable if the Policy is
terminated (but this value during the early years will be substantially lower
than premiums paid), and a variety of optional benefits and riders may be
purchased for an additional premium. The Policy, like traditional policies,
provides a death benefit that is payable to the beneficiary upon the insured's
death.
Under traditional fixed-benefit policies, levels of death benefits and cash
values are fixed and guaranteed at issue. However, under the Policies, these
values may vary up or down depending on the investment experience of the
Account's investment divisions to which a Policy's net premiums are allocated.
The Policies provide a guaranteed minimum death benefit (known as the
"Guaranteed Insurance Amount" or "face amount") but do not provide a guaranteed
minimum cash value.
To Whom Is This Policy Available?
A Policy can be issued on the life of anyone 80 years old or under who
meets GIAC's underwriting requirements. The Policy may not be offered in every
state and is not offered in certain municipalities in Kentucky where a certain
level of premium tax is imposed. The Additional Coverage Riders may not be
available in all states or municipalities in which the Policies are available.
How Are Premium Payments Determined?
In return for insurance benefits and other rights under the Policy, the
Policyowner makes premium payments (including premiums for any optional
insurance benefits) according to a schedule -- annually, semi-annually,
quarterly or any other payment schedule acceptable to GIAC. The premium amount
depends on a Policy's face amount (Guaranteed Insurance Amount) and the
insured's sex classification, insurance age and premium class. Sex
classification is either male, female or, where required by applicable law,
"unisex." An insured is classified as "unisex" if Policy charges and values do
not vary according to the sex of the insured. (See "Legal Considerations for
Employers.") The premium class is the underwriting classification assigned to
the insured. It is based on the insured's general health and smoking status. The
initial Guaranteed Insurance Amount of any Policy purchased must be at least
$25,000.
How Are the Premiums Invested?
After deducting certain charges from gross premiums, GIAC places the net
premiums under the Policy in the Account. These net premiums are allocated at
the Policyowner's direction in up to four of the Account's investment divisions.
Each investment division invests in shares of a corresponding Fund -- The
Guardian Stock Fund, The Guardian Bond Fund, The Guardian Cash Fund, Baillie
Gifford International Fund, Value Line Centurion Fund or Value Line Strategic
Asset Management Trust. Each of these Funds has a different investment
objective. (See "The Investment Options.")
When Are Net Premiums Placed in the Account?
The first net premium under the Policy is allocated to the Account on the
Policy date. Each subsequent net annual premium is allocated to the Account on
the Policy anniversary regardless of when the gross premiums are received. Each
5
<PAGE>
allocation of net premium to the Account has the effect of adding to the
Policy's investment base. (See "Allocation of Net Premiums to the Account.")
What Charges Are Deducted from the Policy?
(a) Charges Deducted from Premiums
Every year, a net annual premium ("net premium") under the Policy is
allocated to the Account. The net premium depends on the Policy's Guaranteed
Insurance Amount, and the insured's age and sex classification. The net premium
does not vary according to the insured's premium class. The net premium is
defined as the gross annual premium ("gross premium"), excluding any premiums
for optional insurance benefits that may be chosen, less certain charges
deducted by GIAC.
In the first Policy year, the charges that are deducted from the gross
premium to reach the net premium consist of: (1) a charge for sales expenses
equal to no more than 30% of the basic premium; (2) a charge for administrative
expenses equal to $5.00 per $1,000 of the Policy's face amount; (3) a charge for
state premium taxes equal to 2.5% of the basic premium; (4) a risk charge equal
to 1.5% of the basic premium; and (5) a Policy fee of $50.00. If the premium
class is either smoker or substandard, an additional charge will be subtracted
from the gross premium to support the higher anticipated mortality. (See
"Charges Deducted from Premiums.")
For all Policy years after the first, the charge for sales expenses will be
a constant percentage. This percentage depends on the issue age and sex
classification of the insured. For the period of time which is the lesser of 20
years or the life expectancy of the insured, the total charges for sales expense
will never be more than 9% of the sum of the basic premiums to be paid in that
time period.
For all Policy years after the first, the charge for state premium taxes,
risk charge, Policy fee and any applicable charge for additional mortality will
be the same as in the first Policy year. There will not be any charge for
administrative expenses after the first Policy year.
If premiums are paid semi-annually or quarterly, the gross premium payable
on each premium due date will be calculated by multiplying the gross annual
premium by .515 or .26265, respectively. This results in an additional charge of
3.0% and 5.06% of the annual premium for semi-annual and quarterly premiums,
respectively. This charge covers the expense of processing premiums as well as
the loss of interest incurred by GIAC. If another modal payment schedule is
acceptable to GIAC, a different factor will be used to assess this charge.
(b) Other Charges
A charge for the cost of insurance is calculated and deducted daily in
determining a Policy's cash value. The cost of insurance charge varies based on
a number of factors, including the age and sex classification of the insured. In
addition, a daily charge for mortality and expense risks is made against the
assets of all divisions in the Account. The effective annual rate of this daily
charge is 0.50% of the value of each division's assets. In addition, investment
advisory fees and other expenses are deducted from the assets of each of the
Funds. (See "Charges Deducted from the Account.")
Currently, GIAC makes no charge against the Account for Federal, state or
local taxes which it may incur and which are attributable to the Account or the
Policies. However, GIAC reserves the right to make a charge for such taxes. (See
"Possible Charge for Income Taxes.")
How Does the Policy's Death Benefit Vary?
The death benefit under the Policy increases or decreases each Policy month
to reflect the investment experience of the investment divisions to which net
premiums are allocated. This, in turn, depends upon the performance of the Fund
in which each investment division invests. However, the death benefit, prior to
the deduction of any outstanding Policy loan amount, is guaranteed by GIAC to be
not less than the Guaranteed Insurance Amount (initial face amount of the
Policy), as long as premiums are paid on time. (See "Death Benefit Under the
Policy.")
How Does the Policy's Cash Value Vary?
Cash value under the Policy varies daily to reflect the investment
experience of the investment divisions to which net premiums are allocated, and,
ultimately, the performance of the Funds. Allocating net premiums to the
investment divisions of the Account which hold Fund shares offers the
opportunity for the cash value to appreciate more rapidly than it would under a
comparable fixed-benefit whole life insurance policy. However, if there is
unfavorable investment performance, the cash value may not appreciate as
rapidly, or may decrease. The Policyowner receives the benefits of good
6
<PAGE>
investment performance and will bear the risk of poor performance. There is no
guaranteed minimum cash value. (See "Cash Value Benefits of the Policy.")
What Is the Loan Privilege?
The Policyowner may borrow up to 90% of the Policy's cash value (less any
outstanding loans, loan interest, and interest on the requested loan to the end
of the current Policy year) from GIAC. A 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 death of
the insured, as long as the death benefit has not been paid. Policyowners should
seek competent tax advice about the tax consequences of taking loans. (See
"Federal Tax Considerations.")
The interest rate on a loan is 8.0% per year, payable in advance at a rate
of 7.407% on each Policy anniversary. If interest is not paid when due, it will
be added to the amount of the loan and will bear interest at the same rate.
The Policy's death benefit and cash value are permanently affected by a
loan, whether or not fully repaid. If the amount of all outstanding loans and
loan interest exceeds the cash value, GIAC will terminate the Policy. If the
Policy lapses with a loan outstanding, adverse tax consequences may result. (See
"Policy Loans" and "Federal Tax Considerations.")
What Are the Additional Coverage Riders?
At the time of the Policy's purchase and subject to certain conditions, the
Policyowner may purchase variable paid-up whole life insurance coverage on the
insured's life (the "Additional Coverage Riders"). Purchase payments made in
accordance with any Additional Coverage Rider can be made as a single payment,
scheduled payments or flexible payments. Each purchase payment, less (a) any
applicable rating charge, (b) the charge for any waiver of premium benefit, and
(c) a charge equal to 8% of such payment net of (a) and (b), will be allocated
to the Account.
The charge of 8% is comprised of the following: (a) sales load of 4%; (b)
state premium tax charge of 2.5%; and (c) risk charge of 1.5%. Any Additional
Coverage Rider purchased in connection with the Policy will have a cash value
which may increase or decrease daily and which is not guaranteed. Such cash
value will be included in the Policy's cash surrender or loan value. The
additional coverage which is in effect under any in-force Additional Coverage
Rider at the time of the insured's death will be included in the death proceeds
of the Policy. (See "Additional Coverage Riders to the Policy.") Depending on
the circumstances, the purchase of an Additional Coverage Rider may cause the
Policy to which it is attached to be treated as a modified endowment contract
under Section 7702A of the Internal Revenue Code of 1986, as amended (the
"Code"). A Policyowner should consult a competent tax adviser before purchasing
an Additional Coverage Rider to determine the tax effect of the purchase. (See
"What Is the Federal Income Tax Treatment of Cash Value Increases?" below and
"Federal Tax Considerations.")
When and How May the Policy Be Cancelled?
A Policyowner may obtain a refund of the entire premium paid if the Policy
is returned to GIAC within 45 days after the application for the Policy is
signed, or within 10 days after the Policy is received by the Policyowner, or
within 10 days after the Notice of Withdrawal Right is mailed to the
Policyowner, whichever date is latest. (See "Right to Examine and Return a
Policy.") Longer periods may apply in a limited number of states. Policies
issued in such states will set forth the applicable period.
When May the Policy Be Exchanged for a Fixed-Benefit Life Insurance Policy?
A Policyowner may exchange this Policy for a fixed-benefit 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 conditions. (See
"Right to Exchange for Fixed-Benefit Life Insurance.") Under certain
circumstances, a Policy may also be exchanged in accordance with state insurance
regulations. (See "Substitution of Investments.")
Is the Death Benefit Excludable from Gross Income for Federal Income Tax
Purposes?
The death benefit under a Policy is currently subject to the same Federal
income tax treatment as proceeds of fixed-benefit life insurance. Therefore, the
death benefit will be fully excludable from the gross income of the beneficiary
under Section 101(a) of the Code. (See "Federal Tax Considerations.")
7
<PAGE>
What Is the Federal Income Tax Treatment of Cash Value Increases?
The cash value under a Policy is currently subject to the same Federal
income tax treatment as the increases in cash value under fixed-benefit life
insurance. Therefore, the Policyowner should not be deemed to be in constructive
receipt of the increases in cash values unless and until there is a distribution
from a Policy.
GIAC believes that the Policy will generally not be treated as a modified
endowment contract under Section 7702A of the Code. Accordingly, distributions
will generally be treated first as a return of the investment in the Policy and
then as disbursing taxable income (i.e., cash value increases). Policy loans
should not be treated as distributions, and neither distributions nor loans
should be subject to a penalty tax. However, if a Policy is treated as a
modified endowment contract, then all pre-death distributions, including Policy
loans, will be treated first as distributions of taxable income and then as a
return of the investment in the Policy. In addition, distributions prior to age
59 1/2 will generally be subject to a 10% penalty tax. (See "Cash Value Benefits
of the Policy" and "Federal Tax Considerations.")
What Is The Guardian Separate Account C (the "Account") and How Does It Operate?
The Account is organized and registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust which is a type of investment
company under the Investment Company Act of 1940 (the "1940 Act"). The Account
is a separate investment account of GIAC and meets the definition of "separate
account" under the Federal securities laws. The assets equal to the Account's
reserves and other liabilities are used to support the variable life insurance
policies issued through the Account. The Account's financial statements can be
found in this Prospectus.
The Account has six investment divisions. Each division invests in shares
of a corresponding mutual fund, as described below:
Primary Investment Objective
Account Investment Division of Fund
--------------------------- ----------------------------
Stock Fund Division which invests in Long-term growth of capital
The Guardian Stock Fund (the "Stock Fund")
Cash Fund Division which invests in High current income with
The Guardian Cash Fund (the "Cash Fund") preservation of capital and
liquidity
Bond Fund Division which invests in Maximum income without undue
The Guardian Bond Fund (the "Bond Fund") risk of principal
International Fund Division which invests Long-term capital appreciation
in Baillie Gifford International Fund
("BG International Fund")
Strategic Trust Division which invests in High total investment return
Value Line Strategic Asset Management with reasonable risk
Trust (the "Strategic Trust")
Centurion Fund Division which invests in Long-term growth of capital
Value Line Centurion Fund
(the "Centurion Fund")
More complete information about the Funds, including all fees and expenses,
appear in the prospectuses which accompany this Prospectus.
What Is The Guardian Insurance & Annuity Company, Inc. ("GIAC")?
GIAC is the issuer of the Policies described in this Prospectus. GIAC is a
Delaware insurance company. It was organized in 1970 and is licensed to sell
life insurance and annuities in all 50 states of the United States and the
District of Columbia. GIAC's executive offices are located at 201 Park Avenue
South, New York, New York 10003. The underwriting and administration of the
Policies is conducted at GIAC's Customer Service Office, P.O. Box 26210, Lehigh
Valley, Pennsylvania 18002-6210, or 3900 Burgess Place, Bethlehem, Pennsylvania
18017. GIAC had total assets of over $3.8 billion as of December 31, 1994.
GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of
America ("Guardian Life"). Guardian Life maintains its executive offices at 201
Park Avenue South, New York, New York 10003. Guardian Life had total assets in
excess of $9.8 billion as of December 31, 1994. The assets of Guardian Life do
not back any liabilities of GIAC for benefits payable under the Policies.
GIAC's financial statements can be found in this Prospectus.
8
<PAGE>
THE POLICY
This section of the Prospectus provides an overview of the more significant
provisions of the Policy, EXCLUSIVE OF ANY OF THE ADDITIONAL COVERAGE RIDERS
DESCRIBED IN THE SUBSECTION "ADDITIONAL COVERAGE RIDERS TO THE POLICY." These
descriptions are qualified by reference to a specimen of the Policy which has
been filed as an exhibit to the Registration Statement for the Account. The
provisions of the Policy may vary slightly from state to state due to variations
in state regulatory requirements.
Information about the Account and its investment divisions is contained in
the following section entitled "The Investment Options."
Requirements for Insurance
GIAC will issue a Policy with an initial Guaranteed Insurance Amount of
$25,000, or more. The Policyowner must reside in a state or jurisdiction where
the policy may be issued. The insured must be age 80 or under (as of the nearest
birthday) when the Policy is issued. The Policyowner and the insured may be the
same person or different individuals. GIAC requires satisfactory evidence of
insurability before it issues a Policy.
Premiums
Premiums for the Policy are level, fixed and payable during the insured's
lifetime, or until age 100. They may be paid annually, semi-annually, quarterly,
or in any other manner acceptable to GIAC on or before their due date, or within
a 31-day grace period after the due date. (See "Grace Period," below.)
Coverage under the Policy begins when all underwriting requirements have
been met, all premiums due have been paid, and the Policy has been delivered
while the insured is living.
The amount of the gross premium, payable on each due date, depends upon the
initial Guaranteed Insurance Amount, the age of the insured at the time the
Policy is issued, the insured's premium class, the insured's sex classification,
and the frequency of premium payment. Sex classification is either male, female
or, where required by applicable law, "unisex." An insured is classified as
"unisex" if Policy charges and values do not vary according to the sex of the
insured. (See "Legal Considerations for Employers.")
Standard premium rates are discounted for proposed insureds who meet GIAC's
preferred underwriting requirements. Non-smokers with issue ages 20 and above
receive a discount in all premium classes. A higher premium will be charged for
insureds who do not qualify as standard risks pursuant to GIAC's underwriting
requirements.
The table below shows representative preferred and standard non-smoker
("NS") annual premium amounts for various Guaranteed Insurance Amounts.
Preferred-NS and standard-NS are both non-smoker premium classes. Preferred
class Policies are expected to produce better than standard class experience;
consequently, for otherwise identical Policies, preferred premiums are lower
than standard.
$100,000 Guaranteed $250,000 Guaranteed
Insurance Amount Insurance Amount
---------------- ----------------
Standard-NS Preferred-NS Standard-NS Preferred-NS
----------- ------------ ----------- ------------
Male, Age 35 ........ $1,559.00 $1,505.00 $3,822.50 $3,687.50
Female, Age 35 ...... 1,282.00 1,238.00 3,130.00 3,020.00
Total premiums are higher if premiums are paid more frequently than
annually, reflecting a charge for loss of interest to GIAC and additional
billing and collection expenses. Frequency of premium payment may be changed
upon proper written request to GIAC.
Grace Period
After the due date of a premium payment, the Policy provides a grace period
of 31 days during which the Policy remains in effect.
If the overdue premium is paid during the grace period, Policy benefits
will be the same as if the premium had been paid on or before its due date. If
the insured dies during the grace period before the premium is paid, the death
benefit will still be payable but any overdue premium will be deducted from the
proceeds.
If an overdue premium has not been paid by the end of the grace period, the
Policy lapses as of the date the premium was due. If there is no cash surrender
value, all coverage stops and the Policy terminates. If the Policy has a cash
surrender value, the Policyowner may continue coverage in the form of
fixed-benefit extended term insurance or variable paid-up insurance.
Alternatively, the Policyowner may surrender the Policy for its cash surrender
value. (See "Surrender of the Policy.")
9
<PAGE>
A lapsed Policy may be reinstated under certain conditions. (See
"Reinstatement of the Policy.")
Charges Deducted from Premiums
The net premium for the Policy is the gross annual premium minus any
premium for any optional insurance benefits that may be chosen, less the charges
described below:
(a) Policy Fee. This annual $50 charge covers the cost of administering a
Policy each year, including billing, collecting premiums, processing
claims, paying cash surrender values, making Policy changes,
establishing Policy records and communicating with the Policyowner.
(b) Administrative Charge. This charge is $5.00 per $1,000 of the Policy's
Guaranteed Insurance Amount. It is assessed against the first gross
annual premium only. This charge covers the cost of underwriting the
insured and issuing the Policy.
(c) Sales Load. This charge compensates GIAC for the cost of selling the
Policies. This cost includes agents' commissions, advertising, and the
printing of prospectuses and sales literature. In the first Policy
year, the sales load for most insureds will be equal to 30% of the
basic premium. However, for certain insureds under issue age 30, the
sales load will be less than 30% of the basic premium. The sales load
will be a constant percentage for all Policy years after the first.
This percentage depends on the issue age and sex classification of the
insured. Regardless of the issue age of the insured, for the period of
time which is the lesser of 20 years or the life expectancy of the
insured, the total charge for sales load will never be more than 9% of
the sum of the basic premiums to be paid in that time period.
The basic premium is the gross annual premium for the Policy less the
Policy fee and less any additional premiums for any optional insurance
benefits that may be chosen and any additional premium amounts for
substandard class risks or smokers. The amount of sales load in a
Policy year is not specifically related to sales expenses for that
year. GIAC expects to recover its total sales expenses over the
periods the Policies are in force. To the extent that sales expenses
are not recovered from the sales load, GIAC will recover them from
sources other than deductions from premiums, including indirectly from
the charge for mortality and expense risks and from mortality gains.
(d) Additional Charge for Other than Standard Non-Smoker Risk. If the
premium class is either smoker or substandard, an additional annual
charge will be subtracted from the gross annual premium to support the
higher anticipated mortality.
(e) State Premium Tax Charge. There is an annual charge of 2.5% of the
basic premium (defined above) to pay state premium taxes. Premium
taxes differ from state to state, and 2.5% is an approximate average
rate reflecting taxes to be paid on premiums from all states.
(f) Risk Charge. There is an annual charge of 1.5% of the basic premium to
compensate GIAC for the risk that an insured may die at a time when
the Guaranteed Insurance Amount exceeds the benefit that would have
been payable in the absence of the minimum death benefit guarantee.
The net premium is allocated to the investment divisions of the Account
selected by the Policyowner.
If premiums are paid under the Policy either semi-annually or quarterly,
the gross premium payable on each premium due date will be calculated by
multiplying the gross annual premium by .515 or .26265, respectively. This
results in an additional charge of 3.0% and 5.06% of the annual premium for
semi-annual and quarterly premiums, respectively. This charge covers the expense
of processing premiums as well as the loss of interest incurred by GIAC. If
another modal payment schedule is acceptable to GIAC, a different factor will be
used to assess this charge. The net premium will be allocated to the Account on
the Policy date or Policy anniversary, as the case may be, even if premiums are
paid more frequently than annually. (See "Allocation of Net Premiums to the
Account.")
For any Policy in effect, GIAC guarantees and may not increase the charges
deducted from premiums described above.
10
<PAGE>
Charges Deducted from the Account
In addition to the charges deducted from premiums, the following amounts
are charged against the Account:
(a) Charge for Mortality and Expense Risks. GIAC makes a daily charge
against each Account investment division at an effective annual rate
of 0.50% of the average daily value of the division's aggregate assets
for the mortality and expense risks assumed by GIAC.
The mortality risk assumed is that insureds as a group may live for a
shorter period of time than GIAC estimated. The expense risk assumed
is that expenses incurred in issuing and administering the Policies
will be greater than GIAC estimated. GIAC will realize a gain from
this charge to the extent it is not needed to provide benefits and pay
expenses under the Policies. If GIAC's costs exceed the amount of
mortality and expense risk charges collected, it will bear the loss.
(b) Cost of Life Insurance. GIAC makes a daily charge for the cost of life
insurance in determining a Policy's cash value and deducts it from the
investment base at the end of each Policy month. Cost of insurance
charges enable GIAC to pay death benefits, particularly in early
Policy years when the death benefit payable to the Beneficiary will be
significantly larger than the amount of net premiums paid. The amount
of the charge is calculated based upon (1) the assumption that the
actual number of deaths during the month will be accurately predicted
by the 1980 Commissioners Standard Ordinary Mortality Table, male,
female or unisex, as appropriate, with continuous functions; (2) the
sum of the Guaranteed Insurance Amount and the Variable Insurance
Amount provided during the month; and (3) the insured's age, risk
class and, unless prohibited, sex. The cost of insurance rate
generally increases with the attained age of the insured.
(c) Charges Applicable to the Funds Underlying the Policy. Charges for
investment advisory fees and operational expenses are deducted daily
from the assets of the Funds offered through the Account. Each Fund,
with the exception of the BG International Fund, pays an annual
investment advisory fee to its investment adviser that equals 0.50% of
such Fund's average daily net assets. The BG International Fund pays
an annual investment advisory fee to its investment adviser that
equals 0.80% of its average daily net assets. (See "The Funds.") The
advisory fees and other expenses incurred by the Funds are more fully
described in the accompanying prospectuses for the Funds.
(d) Possible Charge for Income Taxes. GIAC currently makes no charge for
federal, state or local taxes attributable to the Account or the
Policies. However, GIAC reserves the right to impose such a charge if
the income tax treatment of variable life insurance changes at the
insurance company level, or if there is a change in GIAC's tax status,
or due to other tax-related economic burdens that are attributable to
the Account and incurred by GIAC.
GIAC guarantees that it will not increase the maximum charge for the cost
of insurance as applied to each age, sex (unless prohibited) and risk class, or
the amount of the charge to the Account for mortality and expense risks while a
Policy is in effect.
Allocation of Net Premiums to the Account
GIAC allocates the initial net premium due under the Policy to the Account
on the Policy date regardless of whether the initial gross premium payment
(based on the frequency of payments selected by the Policyowner) has been
received by GIAC. If the initial gross premium is received on or before the
Policy date, GIAC will allocate the Policy's net premium directly to the
investment divisions chosen by the Policyowner as of the Policy date. However,
if the initial gross premium is received after the Policy date, GIAC will credit
interest to the Policy's net premium at a rate of 4% annually from the Policy
date until such time as the initial gross premium is received by GIAC. Upon
receipt of such payment, GIAC will allocate the Policy's net premium, plus
interest credited and less any charges for the cost of insurance, to the
investment divisions chosen by the Policyowner as of the date of receipt of the
initial gross premium. At that time, GIAC will cease crediting interest to the
Policy's net premium.
The net premium under the Policy is the amount of the gross premium less
the amounts described under "Charges Deducted from Premiums."
Net annual premiums under the Policy after the first net premium will be
placed in the Account on the Policy anniversary, regardless of when the gross
premiums are received by GIAC. This means that net premiums will be invested in
the Account once each year on the Policy anniversary and will not be affected by
the frequency of payment of the gross premium.
In the application for a Policy, the prospective Policyowner designates how
the net premiums are to be allocated among the Account's investment divisions.
The Policyowner may select up to four investment divisions. If more than one
11
<PAGE>
investment division is selected, at least 10% of the total allocation must be
directed to each selection. All percentage allocations must be in whole numbers,
with the total adding up to 100%.
Changes in Allocations or Transfers Among Investment Divisions
The Policyowner may change the allocation instructions for net premium
payments or transfer part or all of the current investment base under the Policy
from one investment division to one or more of the other investment divisions of
the Account. Such reallocations (or transfers) will take effect in accordance
with the specific instructions of the Policyowner when a proper written request
is received by GIAC at the following address: THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC., 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).
GIAC transfers amounts attributable to the investment base under a Policy
among the Account's investment divisions before transferring amounts
attributable to the investment base under any Additional Coverage Riders.
Accordingly, amounts allocated to an investment division under an Additional
Coverage Rider can remain in that investment division even though the entire
amount allocated there under the Policy has been transferred out. (See
"Additional Coverage Riders to the Policy" and "Investment Base and Excess
Investment Return for Additional Coverage Riders.")
The Policyowner may be invested in only four investment divisions under a
Policy and its Additional Coverage Riders after giving effect to any changes in
the allocation instructions or transfers.
GIAC reserves the right to limit the frequency of changes in allocation
instructions or transfers among the investment divisions to not more than once
every 30 days. GIAC ALSO RESERVES THE RIGHT TO MODIFY, CHANGE OR SUSPEND THESE
PROCEDURES AT ANY TIME WITHOUT NOTICE.
Death Benefit Under the Policy
Death benefit proceeds under a Policy equal the Guaranteed Insurance Amount
plus the Variable Insurance Amount, if positive, less any Policy debt, and less
any overdue premium if death occurs during the grace period.
(a) Guaranteed Insurance Amount
The Guaranteed Insurance Amount equals the Policy's face amount. Death
benefit proceeds will never be less than the Guaranteed Insurance Amount if
premiums are paid on time and no loans are taken from the Policy.
(b) Variable Insurance Amount
The Variable Insurance Amount is that portion of the death benefit which
reflects, among other factors, the investment experience of the investment
divisions in which the Policy is invested. On the Policy date, the Variable
Insurance Amount is zero. Thereafter, the Variable Insurance Amount increases or
decreases on the first day of each succeeding Policy month. The first Policy
month starts on the Policy date indicated in the application for the Policy, and
each succeeding Policy month starts on the same date in succeeding months. On
each monthly anniversary, GIAC will determine the Variable Insurance Amount for
the following month by combining (1) the Variable Insurance Amount (positive or
negative) for the preceding month; and (2) the variable amount of paid-up
insurance purchased or cancelled by the Policy's investment return for the
preceding month.
The exact amount by which the Variable Insurance Amount changes is
determined by an actuarial computation that is based, among other things, upon
the age and sex classification of the insured, the size of the Policy and the
number of years it has been in effect, as well as by the investment results of
the investment divisions in which the Policy is invested.
Example: Using Policy Illustration #2 and assuming the 12% hypothetical
gross annual investment return (equivalent to a hypothetical net annual
investment return of 10.69%), the death benefit shown at the end of Policy
year 5 would be affected in the following manner:
Guaranteed Variable
Insurance Insurance Death
Amount Amount Benefit
-------- -------- --------
End of Policy Year 5 ....... $100,000 $ 3,453 $103,453
Change ..................... 0 $ 1,618 $ 1,618
-------- -------- --------
End of Policy Year 6 ....... $100,000 $ 5,071 $105,071
If, instead, in the preceding example, the hypothetical gross annual
investment return during Policy year 6 had been 0% (equivalent to a
hypothetical net annual investment return of -1.25%), the death benefit at
the end of Policy year 5 would be affected as follows:
12
<PAGE>
Guaranteed Variable
Insurance Insurance Death
Amount Amount Benefit
-------- -------- --------
End of Policy Year 5 ....... $100,000 $ 3,453 $103,453
Change ..................... 0 ($ 1,270) ($ 1,270)
-------- -------- --------
End of Policy Year 6 ....... $100,000 $ 2,183 $102,183
The Variable Insurance Amount purchased or cancelled for a Policy month
will depend on the prior month's investment return. The Policy assumes a net
rate of return of 4% on the cash value. Therefore, if the actual rate of return
exceeds 4% on an annualized basis, the excess investment return will be
positive. If it is less than 4%, the excess investment return will be negative.
If the excess investment return is positive, the Variable Insurance Amount
increases. If the excess investment return is negative, the Variable Insurance
Amount decreases. A zero excess investment return results in no change in the
Variable Insurance Amount.
If the Variable Insurance Amount is negative at the end of a Policy month,
the death benefit will equal the Guaranteed Insurance Amount. The death benefit
will increase above the Guaranteed Insurance Amount on the next monthly Policy
anniversary only if the investment return for the ensuing Policy month is
sufficiently positive to offset the negative Variable Insurance Amount in the
prior Policy month.
Example: Using Policy Illustration #2 and assuming a 0% hypothetical gross
annual investment return (equivalent to a hypothetical net annual
investment return of -1.25%) for the first five Policy years, the Variable
Insurance Amount is -$2,365 at the end of Policy year 5. In order for there
to be an increase in the death benefit above the Guaranteed Insurance
Amount at the end of Policy year 6, the actual rate of return in Policy
year 6 would have to be at least 18.06%.
Note: Death benefit proceeds may be less than the Guaranteed Insurance
Amount if the Variable Insurance Amount is zero or negative, and a Policy loan
is outstanding or a premium is overdue when the insured dies.
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 age at the yearly Policy anniversary. For intermediate
months, GIAC interpolates to arrive at net single premiums. Since the dollar
amount of a Policy's excess investment return depends on the investment base
supporting a Policy, which will tend to be larger in later years, the increase
or decrease in the Variable Insurance Amount will tend to be larger in later
years.
Example: Using Policy Illustration #2 and assuming a 12% hypothetical gross
annual investment return (equivalent to a hypothetical net annual
investment return of 10.69% which, due to the effects of compounding,
translates into a monthly return of 0.8500%) the Variable Insurance Amount
purchased or cancelled in Policy year 6 is less than the change occuring
during Policy year 20. The following represents such calculation for the
first month of the 6th and 20th Policy years:
Calculation of Change in Variable Insurance
Amount for the First Month of Policy Year
6th 20th
Policy Policy
Year Year
---- ----
(1) Account Value at Beginning of
Current Policy Year .................. $7,566.12 $56,104.97
x .0085 x .0085
--------- ----------
(2) Investment Return .................... $64.31 $476.89
$7,566.12 $56,104.97
x .003274 x .003274
--------- ----------
(3) Assumed Interest Earned at an
Annual Rate of 4% .................... $24.77 $183.69
(4) Excess Investment Return
[Subtract (3) from (2)] .............. $39.54 $293.20
(5) Net Single Premium ................... .29740 .45523
(6) Change in Variable Insurance Amount
at the end of the first month in the
6th and 20th Policy Years ............ $132.95 $644.07
It should be noted that the net single premium used to calculate the
Variable Insurance Amount increases as the insured advances in age and thus
larger dollar amounts of investment return are required each year to result in
the same increases in the Variable Insurance Amount.
The Policy includes a table of net single premiums for Policy
anniversaries. This table is used to convert the excess investment return for a
Policy into increases or decreases in the Variable Insurance Amount. For
13
<PAGE>
computations on other monthly anniversaries, the net single premium is obtained
by linear interpolation. This purchase basis does not depend upon any changes in
the insured's health after a Policy is issued. The net single premium will be
lower for a Policy issued to a female than for a Policy issued to a male except
when such premiums must be identical. (See "Legal Considerations for
Employers.")
Cash Value Benefits of the Policy
The Policy has a cash value that may increase or decrease daily depending
on the performance of the investment divisions in which the Policy is invested.
No minimum cash value is guaranteed, and the cash value cannot be known in
advance even if it is assumed all premiums are paid when due. Cash values also
reflect the imposition of charges deducted from the Account. (See "Charges
Deducted from the Account.")
If the Policyowner surrenders a Policy while the insured is alive, the
Policyowner receives the Policy's cash surrender value, which is the cash value
minus any unpaid Policy loan(s) and accrued loan interest. Partial surrenders
are not permitted.
THE FOLLOWING DISCUSSION OF CASH VALUES ASSUMES THAT THERE ARE NO
OUTSTANDING POLICY LOANS, THAT ALL PREMIUMS HAVE BEEN PAID WHEN DUE, AND THAT
ALL NET PREMIUMS HAVE BEEN ALLOCATED TO A SINGLE INVESTMENT DIVISION.
During the first Policy year, the cash value will be very small or zero
because of the charges made in connection with issuance of the Policy. When the
first gross premium has been paid and the Policy is in effect, the investment
base is equal to the first net premium. Thereafter, the investment base on any
given date will equal the investment base on the preceding date, increased or
decreased by the change in the value of the investment division's assets, less
the amount GIAC needs to provide life insurance protection for the period
between the two dates. The change in the value of the assets relating to a
Policy will reflect investment performance since the preceding date and any net
premium allocated to the Account since the preceding date. During a Policy year,
the cash value will approximately equal the investment base, if all premiums due
are paid on an annual basis. The amount which GIAC needs to provide life
insurance protection will depend on the amount of insurance in force and the age
and sex classification of the insured.
While the Variable Insurance Amount increases if the value of the assets in
the Account relating to a Policy increases at a net rate of more than 4% a year,
the rate of increase in the value of those assets that is needed to project an
increase in the cash value cannot be predicted. It differs for insureds of
different ages, or different sexes, or both. For Policies on comparable
insureds, it differs if those Policies have been in effect for different lengths
of time. Moreover, the crediting of the net premium on the due date (even if the
gross premium has not yet been paid) does not result in any change in the death
benefit. If, by the end of the grace period, the premium has not been paid and
the Policy lapses, the cash value is adjusted downward to take into account the
failure to pay the premium. A similar adjustment will be made if the Policy is
surrendered during the grace period. (See "Grace Period.")
The following example shows how the cash value will change under the stated
assumptions.
Example: In Illustration #2 a Policy was issued to a male, age 35, with an
initial face amount of $100,000. At the beginning of the last month of the
20th Policy year, assuming 20 years of growth at a hypothetical gross
annual rate of 6% (a hypothetical net rate of 4.72%), the cash value is
$30,470.87. Assume that during that month the investment division(s) in
which the cash value is held increase at a hypothetical gross annual rate
of 6% (a hypothetical net rate of 4.72%). At the beginning of the next
Policy month, the cash value will be $30,524.51.
Because a part of each premium is used to provide life insurance
protection, the cash values cannot meaningfully be compared with the amounts
that would have been available had the gross premiums been invested without
obtaining life insurance protection.
Payment of Death Benefit and Cash Value Proceeds
As long as the Policy is in force, other than as fixed-benefit extended
term insurance, GIAC will ordinarily pay any death benefit, cash surrender
value, or loan proceeds within seven days after its receipt of all the documents
(including documents necessary to comply with Federal and state tax laws)
required for such a payment. The amount of cash surrender value payable is
determined on the date GIAC receives a properly completed request for payment.
The amount of death benefit is determined as of the date of death. However, GIAC
may delay payment if (a) the New York Stock Exchange is closed for trading or
trading has been suspended, or (b) the Securities and Exchange Commission
("SEC") restricts trading or determines that a state of emergency exists which
may make such payment impracticable.
14
<PAGE>
As with any life insurance policy, GIAC may delay payment of death benefits
if there is a question about entitlement to benefits.
Under a Policy which is being continued as fixed-benefit extended term
insurance (see "Continued Insurance Coverage Following Policy Lapse"), GIAC
expects to pay any cash surrender value promptly. However, it has the right to
delay payment of the cash surrender value of any fixed-benefit extended term
insurance for up to six months.
GIAC will pay interest on death benefits which are paid in a lump sum from
the date of death to the date of payment, at a rate set from time to time by
GIAC. This rate is guaranteed to be at least 3% per year, and not less than
required by law.
Investment Base and Excess Investment Return
The Policy's investment base is the amount available for investment at any
time. It represents the sum of the amounts invested in each of the Account's
investment divisions and any amounts in the loan collateral balance. The
Policy's investment base will vary daily with the performance of the investment
divisions to which it is allocated.
On the Policy date, the investment base equals the net annual premium for
the first Policy year. The investment base at the beginning of each Policy month
is equal to the cash value on that date, assuming premiums for the Policy are
paid to the end of the year. On each date during the Policy month, the portion
of the investment base allocated to any particular investment division will be
adjusted to reflect the investment experience of that division.
The investment base will reflect the effects of changes in premium
allocations, transfers and any outstanding loans. Any outstanding loans will
reduce the portion of the investment base in each investment division, but will
not affect the Policy's total investment base. Any loan repayments will increase
the portion of the investment base in the investment divisions. Investment
results will be permanently affected by any outstanding loans and any loan
repayments. The effect could be favorable or unfavorable, depending on the
performance of the investment divisions from which the loan amount was
transferred while the loan is outstanding.
The determination of the excess investment return for the Policy, which is
the dollar amount used to purchase the Variable Insurance Amount (see "Death
Benefit Under the Policy"), is based on the Policy's actual investment rate. The
Policy's actual investment rate is determined on each monthly anniversary. This
rate varies depending on the experience of the investment divisions of the
Account selected by the Policyowner. The actual investment rate for a particular
Policy will reflect the investment income and any realized or unrealized capital
gains in the value of the assets in the investment divisions during the previous
month, minus the sum of (a) any realized or unrealized capital losses; (b) any
charges for taxes or amounts set aside as a reserve for taxes attributable to
the income and gains of the investment divisions; and (c) a charge at an annual
rate of 0.50% for mortality risks and expense risks. Amounts held in the loan
collateral balance earn interest at the loan collateral interest rate. The loan
collateral interest rate is a variable rate which will never be less than our
current loan interest rate of 8.0% per year; less a 2% expense charge and any
charge which may be required due to changes in the Federal income tax law. The
Policy's actual investment rate is the weighted average of the actual investment
rates of all the investment divisions and the loan collateral balance.
If the Policy's actual investment rate during a Policy month is greater
than the assumed investment rate of 4.0%, the Policy will earn a positive excess
investment return which, in turn, means an increase in the Variable Insurance
Amount. Conversely, if the Policy's actual investment rate is less than 4.0%
during a Policy month, there will be a negative excess investment return which
will have the effect of reducing the Policy's Variable Insurance Amount.
Policy Loans
After the first Policy year, the Policyowner may borrow any amount up to
the Policy's loan value from GIAC using the Policy as the only security for the
loan. The maximum loan value equals 90% of the Policy's cash value less (a) any
outstanding loans; (b) outstanding loan interest; and (c) interest on the
requested loan to the end of the current Policy year (since interest is deducted
in advance). A Policyowner may elect in advance to have GIAC automatically make
a loan against the Policy in order to pay a premium which has not been paid by
the end of a grace period, provided the Policy has sufficient loan value. The
Policyowner may repay all or part of the loan at any time while the insured is
living.
The interest rate on loans is at a rate of 8.0% per year payable in advance
at a rate of 7.407%.
Loan requests must be made in writing to GIAC's Customer Service Office. A
loan collateral balance will be established within GIAC's general account for
each loan under a Policy. The loan amount will be transferred to the general
account from the Account's investment divisions in proportion to the investment
base in each division as of the date of the loan. A loan, whether or not repaid,
will have a permanent effect on the Policy's death benefit and cash values
15
<PAGE>
because the amount in the loan collateral balance does not share in the
investment experience of the Separate Account's investment divisions. (See
"Investment Base and Excess Investment Return.")
The loan collateral balance earns interest as described under "Investment
Base and Excess Investment Return." Loan repayments will be allocated among the
investment divisions in proportion to the investment base in each division as of
the date of repayment. Policy proceeds will be reduced by any unpaid Policy
loan.
Example: Using Policy Illustration #2 and assuming the 12% hypothetical
gross annual investment return (equivalent to a hypothetical net annual
investment return of 10.69%), and further assuming a loan of $5,000 at the
end of Policy year 5, the death benefit and cash value at the end of Policy
year 6 would be as follows:
Guaranteed Variable
Insurance Insurance Death Cash
Amount Amount Benefit Value
-------- --------- ----------- ----------
End of Policy Year 5 ... $100,000 $3,452.71 $103,452.71 $ 6,229.04
Increase ............... 0 $ 978.62 $ 978.62 $ 1,642.28
-------- --------- ----------- ----------
End of Policy Year 6 ... $100,000 $4,431.33 $104,431.33 $ 7,871.32
The increase is only $978.62 as compared to the $1,618.00 increase shown in
the example on page 12. The difference reflects the fact that a portion of
the cash value equal to the loan was transferred to GIAC's general account
where it was credited with 6.5%, rather than the 10.69% actual rate of
return.
The Policyowner's loan amount, in this example, equals $5,000. If death
occurred during the 6th Policy year, this amount would be deducted from the
proceeds. However, the beneficiary would be entitled to a refund of any
unearned loan interest from the date of death until the end of the Policy
year.
If the Policy's outstanding loans and loan interest exceed the cash value,
GIAC will terminate the Policy. GIAC will not do this, however, until 31 days
after it mails to the Policyowner written notice of its intent to terminate the
Policy. The Policy will not terminate if all premiums and Policy loan interest
due have been paid on time. If the Policy lapses with a loan outstanding,
adverse tax consequences may result. (See "Federal Tax Considerations.")
Surrender of the Policy
A Policy may be surrendered for its cash surrender value, which is the cash
value less any outstanding loans and accrued loan interest, by submitting a
proper written request to GIAC. The cash value of a surrendered Policy will be
determined as of the date GIAC receives the request for surrender.
If a premium is overdue, the cash value on any date after the due date and
before the end of the grace period is the sum of:
(a) the cash value on the due date of the overdue premium (computed as
described above); and
(b) the difference between the investment base on the due date and the
amount the investment base would have been if the actual investment
rate from the last monthly date had been the assumed investment rate.
This difference may be positive or negative.
If GIAC receives a surrender request while a Policy is in full force (or is
in force as variable paid-up insurance), the cash surrender value will depend on
the investment performance of the applicable investment divisions of the
Account. If the Policy is in force as extended term insurance, the amount
received upon surrender will be the cash surrender value of any extended term
insurance. (See below.)
Federal law requires GIAC to withhold and remit all Federal income taxes
attributable to the taxable portion of any surrender if the Policyowner has not
provided GIAC with a written election not to have such taxes withheld.
Continued Insurance Coverage Following Policy Lapse
A Policy lapses if a premium remains unpaid at the end of the grace period.
(See "Grace Period.") If a Policy has no cash surrender value when it lapses,
all insurance coverage will cease. If a lapsed Policy has cash surrender value,
insurance may be continued under one of the following Policy value options, but
any insurance or benefits from riders, other than the Additional Coverage
Riders, will cease. Alternatively, the Policyowner may surrender the Policy and
receive the cash surrender value.
(a) Extended Term Insurance
If the Policyowner has not elected within two months after an overdue
premium's due date to continue the Policy as variable paid-up insurance
(discussed below), extended term insurance is the applicable continued insurance
coverage benefit. The length of time such insurance will remain in effect
depends on the cash surrender value on the date the extended term insurance goes
into effect, the amount of insurance, and the attained age and sex
16
<PAGE>
classification of the insured. The amount of insurance will be the amount in
force on the premium's due date, less any outstanding Policy loan(s) plus
accrued interest. Extended term insurance is fixed-benefit term life insurance,
so amounts relating to the Policy will be transferred to GIAC's general account
and the amount of insurance will not change while the insurance remains in
force. This insurance can be surrendered at any time for its cash surrender
value (at which time all insurance coverage ends), but it has no loan value.
Extended term insurance is not available for certain older insureds and
those in high-risk rating classes. For these insureds, variable paid-up
insurance will be the automatic benefit on lapse.
(b) Variable Paid-Up Insurance
This Policy value option provides a variable amount of insurance coverage
for the lifetime of the insured, in an amount lower than that which would be
provided for a limited time as extended term insurance. (See above.) The initial
amount of insurance will depend upon the cash value on the due date of the
overdue premium, and the attained age and sex classification of the insured.
Thereafter, the variable paid-up insurance amount will be adjusted up or down
monthly based on the same actuarial computation described on page 13 and the
investment experience of the investment divisions selected by the Policyowner.
(See "Death Benefit Under the Policy, Variable Insurance Amount.") Variable
paid-up insurance has cash value and loan value. THERE IS NO GUARANTEED
INSURANCE AMOUNT FOR VARIABLE PAID-UP INSURANCE. Any existing Policy loans may
remain outstanding.
Example: In Illustration #2 a Policy was issued to a male age 35, with an
initial face amount of $100,000. Assuming a hypothetical gross annual rate
of return of 6% (corresponding to a hypothetical net annual investment
return of 4.72%) each year for 15 years, at the end of the 15th Policy year
the death benefit is $102,946.36 and the cash value is $20,926.51. If the
Policy lapses at the end of the 15th Policy year, the Policyowner may elect
extended term insurance of $102,946.36 for 21 years and 58 days, or he may
elect variable paid-up insurance for life in an initial amount of $51,747.
Additional Coverage Riders to the Policy
(a) General
This subsection describes certain riders which give the Policyowner the
right to purchase variable paid-up whole life insurance on the insured's life.
These riders (collectively referred to in this Prospectus as the "Additional
Coverage Riders") do not affect the operations of the Policy. Rather, the death
benefits and cash values attributable to the Additional Coverage Riders will be
calculated separately from the death benefits and cash values attributable to
the Policy. The overall death benefit and cash value proceeds of a given Policy
will be the sum of the values attributable to the Policy and to any Additional
Coverage Rider.
There are three types of Additional Coverage Riders which provide for the
purchase of variable paid-up whole life insurance as follows:
(1) Single Payment version -- to purchase this Additional Coverage
Rider, the Policyowner makes one additional payment when the
initial premium for the Policy is paid, or during the 60 days
thereafter. The maximum purchase payment allowable under this
rider is the lesser of 300% of the Policy's gross annual premium
(excluding the premiums paid for any other riders to the Policy)
or $200,000.
(2) Flexible Payment version -- to purchase this Additional Coverage
Rider, the Policyowner makes annual payments which may be
flexible in amount. The initial payment for this rider is paid
with the initial premium for the Policy, or during the 60 days
thereafter. Subsequent purchase payments are due on each Policy
anniversary, or during the 60 days thereafter. The maximum
initial purchase payment under this rider is identical to the
maximum under the single purchase payment version described
above. The maximum subsequent purchase payment is the lesser of:
(A) 125% of the preceding purchase payment; (B) $200,000; or (C)
three times the gross annual premium for the Policy (excluding
the premiums paid for any other riders to the Policy). The
maximum payment may be exceeded only with GIAC's written consent.
(3) Scheduled Payment version -- to purchase this Additional Coverage
Rider, the Policyowner pays a level premium, according to the
payment schedule applicable to the Policy. This rider's premium
may not exceed the lesser of 300% of the Policy's gross annual
premium (excluding the premiums paid for any other riders to the
Policy) or $200,000 annually. (Payments made under this rider on
a semi-annual and quarterly basis will be assessed an additional
charge as described below.)
The maximum amounts allowable under the Single Payment and Flexible Payment
versions will be reduced by any payments made within the previous eighteen
months to purchase either variable or non-variable paid-up whole life insurance
under any other policy issued by GIAC or an affiliate on the insured's life.
17
<PAGE>
Only one Additional Coverage Rider may be purchased with the Policy, except that
purchasers of a Single Payment version may also purchase the Scheduled Payment
version under the same Policy.
(b) Conditions of Making Payments Under the Additional Coverage Riders
The following conditions apply to making purchase payments under the
Additional Coverage Riders:
(1) The minimum annual purchase payment is $100. Any purchase payment
amount paid in excess of the applicable maximum limit (as set
forth above) without the consent of GIAC will not be accepted and
will be refunded to the Policyowner. Failure to make a timely
purchase payment terminates the rider. (See the subsection
"Termination," below.)
(2) Under the Flexible Payment version, additional coverage may not
be purchased if a premium under the Policy is being waived in
accordance with the provisions of a waiver of premium rider.
Purchase payments may be resumed when such Policy premiums are no
longer being waived. Under the Scheduled Payment version, rider
payments will also be waived if Policy premiums are being waived.
(3) Under the Flexible Payment version, a purchase payment must be
made on an annual basis. Such payment will not be advanced by
GIAC under the Policy's "Automatic Premium Loan" provision.
(c) Charges Deducted Under the Additional Coverage Riders
If the insured is not in the standard premium class or preferred premium
class, GIAC will deduct a rating charge from each purchase payment made under
the riders. This charge will depend on the premium class, the insured's attained
age and sex classification, and the amount of the purchase payment. For the
Scheduled Payment version, GIAC will deduct a charge for any waiver of premium
benefit applicable to such rider.
After deducting any applicable rating charge and the charge for any waiver
of premium benefit, GIAC will deduct a charge equal to 8% of the remainder of
each payment under an Additional Coverage Rider to arrive at the net purchase
payment. This charge is comprised of the following: (1) sales load of 4%; (2)
state premium tax charge of 2.5%; and (3) risk charge of 1.5%.
Under the Scheduled Payment version, if payments are made semi-annually or
quarterly, the gross purchase payment payable on each payment due date will be
calculated by multiplying the gross scheduled annual payment by .515 or .26265,
respectively. This will result in an additional charge for semi-annual and
quarterly payments equal to 3.0% and 5.06%, respectively, of the gross scheduled
annual payment under the rider. (See "Charges Deducted from Premiums" for more
information about the nature of the charges described above.)
(d) Allocations of Net Purchase Payments
The net purchase payment under the Single Payment version and the initial
net payment under the Flexible Payment version will be allocated to the
Account's investment divisions when received, in accordance with the premium
allocation instructions that are in effect on the date GIAC receives such
payment.
A subsequent net purchase payment made under the Flexible Payment version
which is received by GIAC prior to a Policy anniversary will be allocated to the
Account on the anniversary date in accordance with the premium allocation
instructions that are in effect on the anniversary date. If such payment is
received on a Policy anniversary or within 60 days after such anniversary, GIAC
will allocate the payment (plus any interest credited from the prior monthly
anniversary) to the Account on the date it is received, in accordance with the
premium instructions that are in effect on that date.
A net purchase payment made under the Scheduled Payment rider will be
allocated to the Account on the Policy date and on each subsequent Policy
anniversary regardless of how frequently such payments are made, provided such
payments are made in a timely manner. (See "Termination.") Allocations will be
made in accordance with the premium allocation instructions that are in effect
on the aforesaid dates.
In addition to the conditions mentioned above, allocations of net purchase
payments under the Additional Coverage Riders will be administered in the same
manner as described in the subsection "Allocation of Net Premiums to the
Account."
(e) Investment Base and Excess Investment Return for Additional Coverage
Riders
A separate investment base will be calculated for each rider which may
increase or decrease depending on investment performance. The investment base
initially will equal the initial net purchase payment received under the
Additional Coverage Rider. Thereafter, the investment base for a rider will be
calculated in the same manner as described in the subsection "Investment Base
and Excess Investment Return." The excess investment return, actual investment
rate and Variable Insurance Amount are calculated separately for each of these
riders. The excess investment return and actual investment rate for the Policy
18
<PAGE>
could be significantly different from the excess investment returns and actual
investment rates for these riders because the investment base for each rider may
be allocated to the Account's investment divisions in different proportions than
the investment base for the Policy.
Transfers of the investment base attributable to the Additional Coverage
Riders are subject to the same restrictions as apply to transfers of the
investment base under the Policy. In addition, GIAC will not transfer amounts
attributable to the Additional Coverage Rider(s) among the Account's investment
divisions until amounts necessary to satisfy a requested transfer that are
attributable to the Policy have been exhausted. (See "Changes in Allocations or
Transfers Among Investment Divisions.")
GIAC will deduct a charge for the cost of the life insurance coverage
provided by a rider from the investment base for the rider. (See "Cost of Life
Insurance.")
(f) Guaranteed Insurance Amount Under Additional Coverage Riders
The Additional Coverage Riders each have a death benefit that will never be
less than the Guaranteed Insurance Amount (GIA) for these riders. If payments
under these riders are discontinued, any additional coverage which has already
been purchased will remain in force. If payments under the Scheduled Payment
version are discontinued during a Policy year, the GIA will be reduced.
Under the Single Payment version of the rider, the GIA is fixed at the time
of purchase and will not increase thereafter. Under the Flexible and Scheduled
Payment versions, the GIA will increase on the effective date of coverage
relating to each purchase payment so long as the purchase payment is made on a
timely basis and the rider has not been surrendered for its cash surrender
value. (See "Effective Date of Coverage.")
(g) Variable Insurance Amount Under Additional Coverage Riders
The Additional Coverage Riders each have a Variable Insurance Amount (VIA)
which may increase or decrease each Policy month depending upon the investment
experience of the net purchase payments for the riders which are allocated to
the Account. The VIA for each rider may be positive or negative. Because the
investment base is separately calculated for each rider, changes in the VIA for
a given rider will not necessarily correspond to changes in the VIA for the
Policy. The VIA for each Additional Coverage Rider is calculated in the same
manner as the VIA for the Policy. (See "Variable Insurance Amount.")
The death benefit for the Additional Coverage Riders is the sum of all the
GIAs plus all the VIAs, if the sum of the VIAs is positive. The death benefit
for the riders will never be less than the sum of all the GIAs if rider premiums
are paid on time and no loans are taken.
(h) Cash Value Under Additional Coverage Riders
The Additional Coverage Riders each have a cash value which may increase or
decrease depending upon the investment experience of the net purchase payments
for the riders which are allocated to the Account. There is no minimum
guaranteed cash value under these riders. Each rider may be surrendered for its
cash surrender value, which is equal to its cash value less any Policy loans
attributable to that rider. The cash value or loan value for each rider will be
calculated separately from the cash value or loan value for the Policy, but will
be added to the Policy's cash value and loan value for purposes of a Policy
surrender or Policy loan.
The cash value of the Single and Flexible Payment versions at any time
during a Policy year is the sum of (1) the GIA and the VIA for the preceding
Policy month multiplied by the net single premium at the insured's attained age
on the date of computation; and (2) the excess investment return under such
rider on that date (the excess investment return will be computed separately for
each rider but in the same manner as the excess investment return for the
Policy; see "Investment Base and Excess Investment Return").
The cash value under a Scheduled Payment rider on any Policy anniversary
(assuming no rider payments are overdue and no outstanding Policy loans are
attributable to such rider) is the sum of items (1) and (2) in the preceding
paragraph. An adjustment to the cash value will be made if a Scheduled Premium
rider is surrendered on any date other than the Policy anniversary.
(i) Loan Value and Loan Collateral Balance
The Additional Coverage Riders have no loan value during the first Policy
year. Thereafter, the maximum loan value of the riders on any given date is 90%
of the riders' cash value on that date minus any existing Policy loans
attributable to such riders and any interest on the portion of such loan
attributable to such riders to the end of the current Policy year.
GIAC will allocate a portion of any Policy loan to the Additional Coverage
Riders if the requested loan amount, plus interest, exceeds the Policy's loan
value. (See "Policy Loans.") A single loan collateral balance will be
established for the portion of any loan allocated to Additional Coverage Riders.
19
<PAGE>
Loan repayments will be allocated by GIAC first to the loan collateral balance
attributable to the Additional Coverage Riders and then to the loan collateral
balance attributable to the Policy.
See "Policy Loans" for more information regarding the administration of
Policy loans and loan collateral balances.
(j) Effective Date of Coverage
Coverage under the Single Payment version and coverage provided by the
initial payment under the Flexible Payment rider will take effect on the date
when coverage under the Policy becomes effective, if: (1) the purchase payment
is received on or before the Policy's effective date; (2) the insured is then
living; and (3) there has been no change in the insured's health as described in
the application for the Policy. If the purchase payment is not received on or
before the Policy's effective date, coverage under the Single Payment version
and coverage provided by the initial payment under the Flexible Payment version
will take effect on the date payment is received, if: (1) the insured is living
on such date; and (2) there has been no change in the insured's health as
described in the application for the Policy.
Coverage provided by each subsequent payment under the Flexible Payment
version will take effect on each Policy anniversary if each payment is received
by GIAC on or before such anniversary while the insured is living. If GIAC
receives the payment before the Policy anniversary and the insured is not living
on such anniversary, GIAC will refund the purchase payment. If GIAC receives the
payment within the 60 days following the Policy anniversary while the insured is
still living, the coverage will take effect on the date received.
Under the Scheduled Payment version, coverage will increase on the Policy
anniversary if GIAC receives the scheduled payment due within 31 days of the
anniversary, and the insured is living. If any payments during the year are not
made within 31 days of their due date, the Scheduled Payment version will
terminate and coverage will be reduced to reflect non-payment of the amounts for
the balance of the Policy year.
(k) Termination
If payments under any Additional Coverage Rider are discontinued, any
additional coverage which has already been purchased will remain in force,
except as set forth in subsection (j) above. No further purchase payments will
be permitted under the Additional Coverage Riders under the following
circumstances:
(1) Under the Single Payment version, when a single payment has
already been received during the period ending 60 days after the
Policy's issue date.
(2) Under the Flexible Payment and Scheduled Payment versions, when:
(A) any premium for the Policy is in default beyond the end of
its grace period; (B) the Policy terminates; (C) a Policy value
option is implemented; (D) a purchase payment is not made under
the rider in any year, or is not made in a timely manner (unless
premiums are then being waived for the Policy under a waiver of
premium benefit); or (E) GIAC has received a written request to
cancel the rider on or before the Policy anniversary on which the
coverage provided by the payment would have been effective.
Flexible Payment and Scheduled Payment riders may be reinstated only upon
GIAC's written consent. Termination of any Additional Coverage Rider will not,
in and of itself, cause termination of the Policy and will not affect any
insurance already in force under such riders, except as set forth in subsection
(j) above.
(l) Effect of Exchange of the Policy on Additional Coverage Riders
If a Policy with an in-force Additional Coverage Rider is exchanged for
fixed-benefit life insurance, then the following rules apply:
(1) Any Additional Coverage Rider may be attached to the new plan of
insurance as a fixed-benefit rider, having the same payment
schedule (i.e., flexible or scheduled), without evidence of
insurability;
(2) The face amount of any such fixed-benefit rider will equal the
death benefit of the Additional Coverage Rider on the date of the
exchange; and
(3) The cash surrender value of the Additional Coverage Rider will be
added to the new policy's cash surrender value, as the value of
the fixed-benefit rider.
(m) Tax Consequences of Purchasing an Additional Coverage Rider
The purchase of an Additional Coverage Rider may cause the Policy to which
it is attached to be treated as a modified endowment contract. (See "Federal Tax
Considerations.") Before purchasing an Additional Coverage Rider, a Policyowner
should consult a competent tax adviser to determine the tax effect of adding
such a rider to the Policy.
20
<PAGE>
Right to Exchange for Fixed-Benefit Life Insurance
The Policyowner may exchange a Policy for an annual premium fixed-benefit
whole life insurance policy within 24 months from the Policy's issue date. GIAC
or an affiliate will issue the new policy on the insured's life effective upon
GIAC's receipt of: (a) a proper written request for an exchange; (b) the Policy;
and (c) any amount due to GIAC on exchange. No evidence of insurability will be
required.
A cash adjustment on exchange will be calculated based on the Policy's cash
surrender value minus the new policy's cash value. If the result is positive,
GIAC will pay the Policyowner. If the result is negative, the Policyowner must
pay GIAC. Under some circumstances, it may be less advantageous to exchange a
Policy for a fixed-benefit life insurance policy than to purchase a
fixed-benefit life insurance policy in the first instance.
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
policy 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 and Return a Policy ("Free-Look")
The Policyowner has the right to examine and return a Policy for
cancellation at any time within: (a) 10 days after receiving it; or (b) 45 days
from the date that he or she completed and signed Part I of the application; or
(c) 10 days from the date of the mailing of the Notice of Withdrawal Right, as
determined by its postmark, whichever date is latest. Longer periods may apply
in certain states. The Policy may be mailed or delivered to the agent who sold
it, or to the agency office through which it was delivered, or to GIAC's
Customer Service Office, P.O. Box 26210, Lehigh Valley, Pennsylvania 18002-6210.
Certified, registered or express mail deliveries should be addressed to GIAC's
Customer Service Office at 3900 Burgess Place, Bethlehem, Pennsylvania 18017. A
properly returned Policy will be treated as if GIAC never issued it and GIAC
will promptly refund the entire premium paid and any payment made for Additional
Coverage Riders.
GIAC reserves the right to allow a period of six months to elapse before it
will accept an application for a new Policy which specifies the same Policyowner
and the same insured as that of a Policy which has previously been returned to
GIAC under the "free-look" provision.
Reinstatement of the Policy
A Policy may be reinstated within five years after it lapsed, unless it was
surrendered for its cash surrender value. Evidence of insurability satisfactory
to GIAC is required for reinstatement. A payment is required in an amount equal
to the greater of: (a) overdue premiums plus interest at 6% annually from each
of their due dates to the date of reinstatement; or (b) 110% of the amount
needed to restore the cash value to what it would have been if all premiums had
been paid when due and each investment division had grown at a net rate of
exactly 4% per year from the date of lapse to the date of reinstatement. Upon
reinstatement, the Policy will have the same Guaranteed Insurance Amount and
Variable Insurance Amount as it had when it lapsed. On the date of
reinstatement, the loan value will reflect any loan which, with interest,
remains unpaid.
Distribution of the Policies
Applications for the Policies will be solicited by agents who are licensed
by state insurance authorities and by the National Association of Securities
Dealers, Inc. ("NASD"). They must also be agents of GIAC and registered
representatives of GISC.
Pursuant to a distribution agreement between GIAC and GISC, GISC acts as
principal underwriter, or distributor, of the Policies, as defined in the
Securities Act of 1933 and the Investment Company Act of 1940. GISC is
registered with the SEC as a broker-dealer and is a member of the NASD. GISC is
compensated by GIAC for acting as principal underwriter for the Policies and
certain other variable life insurance policies and variable annuity contracts
under the agreement with GIAC. The amounts paid or accrued to GISC by GIAC under
said agreement totalled $1,071,502, $1,731,347 and $1,709,799 in 1992, 1993 and
1994, respectively.
Commissions paid to agents on sales of the Policies will not exceed 50% of
the premium for the first year and 5% of the premium for each of the second
through tenth years. Thereafter, a persistency fee of 2% of premiums may be paid
to the agent. Commissions in the amount of 3% will be paid to agents on all
purchase payments made under the Additional Coverage Riders. General agents who
have supervisory responsibility for sales of the Policies receive commission
overrides and other compensation.
21
<PAGE>
Federal Tax Considerations
The following is a general discussion of Federal income tax considerations
relating to the Policies and the Additional Coverage Riders. This discussion is
based upon GIAC's understanding of the 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. A person contemplating the
purchase of a Policy or the exercise of elections under the Policy should seek
competent tax advice.
IT SHOULD BE UNDERSTOOD THAT 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 INCOME TAX CONSIDERATIONS
WHICH MAY ARISE IN CONNECTION WITH A POLICY. FOR COMPLETE INFORMATION, A
QUALIFIED TAX ADVISER SHOULD BE CONSULTED. 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 Internal Revenue Code of 1986, as amended, (the
"Code"), defines the term "life insurance contract" for Federal income tax
purposes. Although there is only limited official guidance on Section 7702, GIAC
believes that the Policy meets the statutory definition of a life insurance
contract.
If a Policy does not qualify as "life insurance" under the Code, the
Policyowner can become immediately subject to federal income tax on the income
under his or her Policy. For variable life insurance policies to qualify as life
insurance, section 817(h) of the Code requires their underlying investments to
be adequately diversified. Treasury Department regulations specify the
diversification requirements. GIAC believes that the investment divisions of the
Account, through their corresponding Funds, comply fully with such requirements.
To date, no regulations or rulings have been issued to provide guidance
regarding the circumstances under which a variable life insurance policyowner's
ability to control investments 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 the Policyowner's
gross income. GIAC currently believes that it, and not its Policyowners, is
considered to own the Account's assets. However, GIAC cannot predict when the
IRS will issue guidance regarding the extent to which variable life insurance
policyowners may control their investments, nor the nature of such guidance.
GIAC may, to the extent it deems necessary, make changes to the Policy (1)
to assure that the Policy continues to qualify as life insurance under the Code;
or (2) to attempt to prevent a Policyowner from being considered the owner of a
pro-rata portion of the Account's assets. Any such change will apply uniformly
to all Policies that are affected. If required by state insurance regulatory
authorities, advance written notice of any such change will be provided.
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 addition, the Treasury Department and Internal Revenue
Service may amend existing regulations, issue new regulations, or adopt new
interpretations of existing laws or regulations. Also, state or local tax laws
which 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.
The remaining tax discussion assumes that the Policy qualifies as a life
insurance contract for Federal income tax purposes.
(b) Tax Treatment of Policy Benefits
In General. GIAC believes that the Policy should receive the same Federal
income tax treatment as fixed-benefit life insurance. Thus, the death benefit
should be excludable from the beneficiary's gross income under Section 101(a)(1)
of the Code, and cash value increases should not be subject to Federal income
tax unless they are distributed from the Policy before the insured's death. The
tax consequences of taking distributions from a Policy depend on whether the
Policy is classified as a "modified endowment contract." In general, however,
income recognized upon a pre-death distribution will generally be taxed as
"ordinary income."
The Policy Generally Should Not be Treated as a Modified Endowment
Contract. Because of the premium levels contemplated under the Policy, GIAC
believes that a Policy will generally not be treated as a modified endowment
contract. However, a Policy will be a modified endowment contract if the
cumulative amount paid under it at any time during the first seven Policy years
22
<PAGE>
exceeds the sum of the net level premiums which would have been paid on or
before such time if the Policy provided for paid-up future benefits after the
payment of seven level annual premiums (the "7-pay test").
Purchasing Additional Coverage Riders continuing insurance coverage under
the Variable Paid-Up Insurance Option or receiving a Policy pursuant to a
Section 1035 exchange of another life insurance contract that is classified as a
modified endowment contract may cause the Policy to be treated as a modified
endowment contract. The rules for determining when a Policy will be treated as a
modified endowment contract are extremely complex, so a competent tax adviser
should be consulted to determine whether a Policy transaction will cause the
Policy to be treated as a modified endowment contract.
If a Policy is classified as a modified endowment contract, any life
insurance contract received in exchange for it will be treated as a modified
endowment contract. Thus, the exchange rights described elsewhere in this
Prospectus may have tax consequences.
Distributions From Policies Not Classified as Modified Endowment Contracts.
As noted, GIAC believes that the Policy generally should not be treated as a
modified endowment contract. Thus, distributions from a Policy should generally
be treated as first recovering the investment in the Policy (described below)
and then, as distributing taxable income. However, if the Policy's death benefit
decreases or if any other change reduces benefits under the Policy during the
first 15 Policy years, and a cash distribution is made to the Policyowner to
comply with the Section 7702 definitional limits, such distribution could be
taxed, in whole or in part, as ordinary income (to the extent of any gain in the
Policy) under rules prescribed in Section 7702.
Loans from a Policy that is not modified endowment contract are not treated
as distributions. Instead, such loans are treated as indebtedness of the
Policyowner. However, if such a Policy lapses with an outstanding loan,
cancellation of the loan will be treated as a distribution and may be taxed.
Finally, the 10% penalty tax that is discussed below with respect to
distributions from modified endowment contracts does not apply to distributions
(including loans and distributions upon surrender or lapse) from a Policy that
is not a modified endowment contract.
Distributions from Policies Classified as Modified Endowment Contracts. If
a Policy should become classified as a modified endowment contract, the Policy
will be subject to the following tax rules: First, each distribution will be
taxed on an "income-first" basis to the extent that the cash value immediately
before the distribution exceeds the investment in the Policy. Second, loans
(including past due loan interest that is added to the loan amount), surrenders,
assignments and benefits paid at maturity are treated as taxable distributions.
Third, a 10% penalty tax will be imposed on the income portion of any
distribution, unless the distribution is made on or after the Policyowner
attains age 59 1/2, or is attributable to the Policyowner's becoming disabled,
or is part of a series of substantially equal periodic payments for the life (or
life expectancy) of the Policyowner or the joint lives (or joint life
expectancies) of the Policyowner and the Policyowner's beneficiary.
All modified endowment contracts issued by GIAC (or its affiliates) to the
same person during any calendar year are treated as one modified endowment
contract for purposes of determining the amount of a distribution that is
includible in gross income under Section 72(e) of the Code.
Policy Loan Interest. Generally, interest paid on any Policy loan under a
Policy which is owned by an individual is not deductible. In addition, interest
on any loan under a Policy which covers the life of an individual who is an
officer of, or is financially interested in the business carried on by the
Policyowner will not be tax deductible to the extent it is attributable to loan
amounts in excess of $50,000.
Investment in the Policy. Investment in the Policy means (1) the aggregate
amount of any premiums or other consideration paid for a Policy, minus (2) the
aggregate amount received under the Policy which is excluded from gross income
of the Policyowner, plus (3) the amount of any loan from, or secured by, a
Policy that has been classified as a modified endowment contract to the extent
that such amount is included in the gross income of the owner.
(c) Other Considerations
Presently, GIAC makes no charge to the Separate Account for any Federal,
state or local taxes that it incurs which may be attributable to the Account or
to the Policies. GIAC, however, reserves the right to make a charge for any such
taxes or other economic burden which may result from the application of the tax
laws and that GIAC determines to be attributable to the Account or to the
Policies. If any tax charges are made in the future, they will be accumulated
daily and transferred from the Separate Account to GIAC's general account.
23
<PAGE>
Legal Considerations for Employers
(a) Gender Neutrality
In a 1983 decision in the case of Arizona Governing Committee v. Norris,
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 gender. In
that case, the Court applied its decision only to benefits derived from
contributions made on or after August 1, 1983. Subsequent decisions of lower
federal courts indicate that in other factual circumstances the Title VII
prohibition of gender-distinct benefits may apply at an earlier date. In
addition, legislative, regulatory or decisional authority of some states may
prohibit using gender-distinct mortality tables.
A version of the Policy offered by this Prospectus is based upon
gender-neutral actuarial tables. However, the "unisex" version of the Policy is
only available in those states where gender-based distinctions are prohibited.
Employers and employee organizations should consider, in consultation with legal
counsel, the impact of these authorities on any employment-related insurance or
benefits program before purchasing the Policy described in this Prospectus.
(b) Taxation
The tax attributes of deferred compensation 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.
Voting Rights
(a) A Policyowner's Right to Instruct Voting
In accordance with its view of present applicable law, GIAC will vote the
shares of each of the Funds held in the Account at meetings of the shareholders
of the Funds. GIAC will seek voting instructions from Policyowners who have some
or all of their Policies' investment base allocated to the investment division
which corresponds to the Fund which has called a meeting. If the Investment
Company Act of 1940 or any regulations thereunder should be amended, or if the
present interpretation thereof should change, and as a result GIAC determines
that it is permitted to vote the shares of the Funds in its own right, it may
elect to do so.
GIAC determines the number of shares attributable to a Policy by dividing
the Policyowner's investment base in the applicable investment division by the
net asset value per Fund share as of the record date for the meeting. Fractional
votes will be counted.
The record date shall be no more than 90 days before the meeting of the
Fund. Voting instructions will be solicited by written communication to
Policyowners at least 10 days before such meeting.
GIAC will vote shares for which it has not received instructions in the
same proportion as it votes shares for which it has received instructions. GIAC
will also vote any shares which are not otherwise attributable to Policyowners
in the same proportion as it votes shares for which it has received
instructions.
(b) GIAC's Limited Right to Disregard Voting Instructions
If permitted by state insurance regulatory authorities, GIAC may disregard
voting instructions furnished by Policyowners if such instructions would require
shares to be voted so as to cause a change in the sub-classification or
investment objective of a Fund or to approve or disapprove an investment
advisory contract for a Fund. GIAC may also disregard voting instructions that
would require a change in the investment policy of a Fund or its investment
adviser, provided that GIAC's disapproval of the change is reasonable and is
based on a good faith determination that such change would be contrary to state
law or otherwise inappropriate, in view of the Fund's objective and purpose. If
GIAC disregards voting instructions, it will explain its actions in the next
semi-annual report to Policyowners.
Reports to Policyowners
Shortly after each Policy anniversary, GIAC will send the Policyowner a
statement that sets forth the death benefit, cash value and amount of
outstanding Policy loan as of the Policy anniversary date. In addition, the
statement will indicate the allocation of the investment base among the
Account's investment divisions as of the first day of the current Policy year.
Also, twice each year, Policyowners will receive semi-annual reports containing
the financial statements of the Account and the Funds.
24
<PAGE>
Other Important Policy Provisions
(a) 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.
(b) 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 the proceeds
become payable, the payee may make an election subject to the following
conditions: (1) for death proceeds, election must be made within one year after
the insured's death; and (2) 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.
(c) Options Available for Payment of Policy Proceeds
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 interest 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 by GIAC at its
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 by GIAC at its 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 life the option is based. The monthly payment will be
at least the applicable amount shown in the Option 6 table in the Policy.
(d) Policyowner
The Policyowner of the Policy is the individual or entity 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 Policyowner
alone has the right to receive all benefits and exercise all rights this Policy
grants or GIAC allows.
Successor Policyowner. A numbered sequence may be used to name successor
Policyowners. If the Policyowner dies, ownership passes to the next designated
successor Policyowner then living. If no successor Policyowner is then living,
ownership passes to the Policyowner's estate. No successor owner is permitted
when the insured and the Policyowner are the same person.
Joint Policyowner. If more than one person is named with no number or the
same number, they are considered by GIAC to be joint Policyowners. Any Policy
transaction requires the signatures of all persons named jointly. Unless
otherwise provided, if a joint Policyowner dies, ownership passes to the
surviving joint Policyowner(s). When the last joint Policyowner dies, ownership
passes to that person's estate, unless otherwise provided.
(e) Beneficiary
The beneficiary under the Policy is the individual or entity 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: (1) the date proof of the insured's death is received at GIAC's
Customer Service Office; or (2) the 15th day after the insured's death.
Unless otherwise provided, if no designated beneficiary is living on such
earlier date, the Policyowner or the Policyowner's estate is the beneficiary.
25
<PAGE>
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 benficiary does not
survive the insured, this share passes to the Policyowner or the Policyowner's
estate, unless otherwise provided.
(f) 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.
(g) Riders to the Policy
When the Policy is first issued, or after issue while the insured is alive,
the Policyowner may be able to obtain optional insurance benefits for an
additional premium. These benefits will be described in one or more riders to
the Policy. Three such riders are described in the subsection entitled
"Additional Coverage Riders to the Policy." Other examples are riders which (1)
pay an additional amount if the insured dies in an accident and (2) waive
certain premiums if the insured is totally disabled, as defined by the rider,
while the rider is in effect. The amount of insurance provided by riders other
than the Additional Coverage Riders does not depend on the performance of the
Policy's investment options.
(h) Misstatement of Age or Sex
If the age or sex of the insured has been misstated, any benefit under the
Policy will be that which the premiums would have purchased for the correct age
or sex, unless GIAC is not permitted to consider the sex of the insured.
(i) Deferment of Payments
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 that are influenced by the investment performance of the Account's
investment divisions if: (1) the New York Stock Exchange is closed for trading
or trading has been suspended; or (2) the SEC restricts trading or determines
that a state of emergency exists which may make payment or transfer
impracticable.
(j) Payments to GIAC
All sums payable to GIAC under the Policies should be sent to: The Guardian
Insurance & Annuity Company, Inc. 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.
(k) Assignment
No assignment will bind GIAC unless the original, or a satisfactory 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 (1) the right to change the Policyowner or beneficiary; and (2) the right
to elect a payment option.
(l) Incontestability
The Policy is incontestable after it has been in force during the insured's
lifetime for two years from its issue date, except for non-payment of premiums.
The contestable period of any additional benefit rider attached to the Policy is
stated in the rider.
(m) Suicide Exclusion
If the insured commits suicide, while sane or insane, within two years from
the Policy issue date, GIAC's liability in connection with the Policy and the
Additional Coverage Riders will be limited to the premiums paid.
26
<PAGE>
THE INVESTMENT OPTIONS
The Guardian Separate Account C (the "Account")
The Account, a separate investment account of GIAC, is used only to support
the death benefits and cash values of annual premium variable life insurance
policies. 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. However, GIAC may
transfer to its general account assets which exceed the reserves and other
liabilities of the Account.
The Account was established by GIAC under Delaware law in 1988, and is
registered as a unit investment trust with the SEC under the Investment Company
Act of 1940. Such registration does not involve supervision of the Account's
management or GIAC by the SEC.
All assets of the Account are held in custody for safekeeping by GIAC. 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 of the Fund shares held in
each Account division.
GIAC allocated assets to the Account to facilitate the commencement of its
operations. GIAC may accumulate in the Account the charge for expense and
mortality risks and investment results applicable to those assets that are in
excess of net assets for variable life insurance policies. At some future date,
GIAC may transfer assets in excess of the reserves and other liabilities of the
Account to its general account. However, GIAC would not make any such transfer
if it could have a material adverse effect on the Account.
There are currently six investment divisions within the Account, which
invest in shares of the six corresponding Funds offered under the Policy. The
Policyowner may choose to invest in up to four investment divisions of the
Account at any given time.
The Funds
Each Fund is a diversified, open-end management investment company
registered with the SEC under the Investment Company Act of 1940. Such
registration does not involve supervision by the SEC of the investments or
investment policy of a Fund. The shares of each Fund are purchased by GIAC for
the appropriate division of 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
applicable division. Fund shares will be redeemed by GIAC at their net asset
value to the extent necessary to make payments under a Policy.
The investments of each Fund are subject to the risks of changing economic
conditions and the ability of the Fund's management to anticipate such changes.
There can be no assurance that each Fund's investment objective will be
achieved.
The following Funds are currently available for investment under the
Policy:
o The Guardian Stock Fund (the "Stock Fund")
The primary investment objective of the Stock Fund is long-term growth
of capital. The Stock Fund attempts to achieve this goal by investing
at least 80% of the value of its assets in a diversified portfolio of
U.S. common stocks and convertible securities. Income is not a
specific objective, although it is anticipated that long-term growth
of capital will be accompanied by growth of income.
o The Guardian Bond Fund (the "Bond Fund")
The primary objective of the Bond Fund is to obtain maximum income
without undue risk of principal. Capital appreciation is a secondary
objective. To attain these objectives, the Bond Fund normally invests
at least 80% of the value of its assets in (1) investment grade debt
obligations and (2) U.S. government securities and obligations of U.S.
government agencies and instrumentalities. The Bond Fund's portfolio
may contain commerical paper, convertible debentures and short-term
money market instruments as seem appropriate to achieve its investment
objectives.
o The Guardian Cash Fund (the "Cash Fund")
The principal objective of the Cash Fund is to seek as a high a level
of current income as is consistent with the preservation of capital
and maintenance of liquidity. The Cash Fund invests primarily in high
quality, short-term U.S. dollar denominated money market instruments
which mature in 13 months or less. The Cash Fund maintains the average
maturity of its holdings at less than 90 days.
27
<PAGE>
o Baillie Gifford International Fund (the "BG International Fund")
The principal investment objective of BG International Fund is
long-term capital appreciation. BG International Fund invests
primarily in common stocks issued by companies domiciled outside of
the United States and securities convertible into, exchangeable for,
or which carry the right to buy such common stocks. Current income is
not a significant criterion in investment selection although it is
anticipated that capital appreciation will normally be accompanied by
investment income.
o Value Line Strategic Asset Management Trust (the "Strategic Trust")
The investment objective of the Strategic Trust is to achieve a high
total investment return consistent with reasonable risk. The Strategic
Trust invests in a broad range of common stocks, bonds and money
market instruments in accordance with an asset allocation strategy
developed by Value Line, Inc. ("Value Line") which uses computer
models for investments in the stock and bond markets. The Value Line
models attempt to determine the appropriate mix of portfolio
investments for the Strategic Trust based on economic and market
trends. There are no limits on the percentage of the Strategic Trust's
portfolio that can be invested in stocks, bonds or money market
instruments.
o Value Line Centurion Fund (the "Centurion Fund")
The primary investment objective of the Centurion Fund is long-term
growth of capital. The Centurion Fund invests substantially all of its
assets in common stocks ranked 1 or 2 [on a scale of 1 (highest
rating) to 5 (lowest rating)] for year-ahead relative performance
("timeliness") by the Value Line Ranking System. This Ranking System
has been used substantially in its present form since 1965. The
results of the Ranking System are published weekly in The Value Line
Investment Survey for approximately 1,700 stocks. Value Line, the
Centurion Fund's investment adviser, believes that the Ranking System
provides objective standards for the selection of stocks which can be
expected to outperform the market in general over the next six to
twelve months.
GISC is the investment manager and principal underwriter of the Stock Fund,
the Bond Fund and the Cash Fund. The annual investment management fee paid by
these Guardian-sponsored mutual funds to GISC is 0.50% of each Fund's respective
average daily net assets. If, in any year, certain expenses of any of these
Funds exceeds 1.0% of the average net asset value of that particular Fund, the
investment advisory fee is subject to reduction.
The investment manager of BG International Fund is Guardian Baillie Gifford
Limited, a company formed through a joint venture between GIAC and Baillie
Gifford Overseas Limited ("BG Overseas"). BG Overseas is wholly owned by the
Scottish investment management partnership, Baillie Gifford & Co. BG Overseas
acts as sub-investment manager to BG International Fund. BG International Fund
pays an annual investment management fee to Guardian Baillie Gifford Limited
that is equal to 0.80% of the Fund's average daily net assets. No separate or
additional fee is payable by BG International Fund to BG Overseas for the
latter's services as sub-investment manager. GISC acts as the principal
underwriter for BG International Fund.
Value Line is the investment manager for the Strategic Trust and Centurion
Fund. The principal underwriter for these Value Line-sponsored Funds is Value
Line Securities, Inc., a subsidiary of Value Line. The annual investment
management fee paid by these Funds to Value Line is 0.50% of each Fund's
respective average daily net assets. Each of these Funds also reimburses GIAC
for certain administrative and investor servicing expenses incurred on their
behalf. For the year ended December 31, 1994, GIAC was reimbursed $506,724 by
the Strategic Trust and $312,210 by the Centurion Fund. Value Line has agreed to
reimburse these Funds for certain expenses (exclusive of interest, taxes and
brokerage expenses) which in any year exceed 2.0% of the first $10 million of
such Fund's average net assets, 1.5% of the next $20 million of average net
assets and 1.0% of the average net assets in excess of $30 million.
All of the Funds are also available to other separate accounts supporting
certain GIAC variable life insurance policies and variable annuity contracts. It
is possible that certain conflicts of interest may arise in connection with the
use of the same Funds under both variable life insurance policies and variable
annuity contracts. In the event of a conflict, GIAC may take action to protect
Policyowners. (See the accompanying prospectuses for the Funds for more
information about potential conflicts of interest.)
A MORE DETAILED DESCRIPTION OF THE INVESTMENT OBJECTIVES, POLICIES,
CHARGES AND EXPENSES OF THE FUNDS MAY BE FOUND IN THE ACCOMPANYING
PROSPECTUSES FOR THE FUNDS. READ THE PROSPECTUSES CAREFULLY BEFORE
INVESTING.
Substitution of Investments
If GIAC's management determines that a Fund no longer suits the purposes of
the Policy due to a change in its investment objectives or restrictions, or if a
Fund's shares should no longer be available for investment, GIAC can substitute
shares of another mutual fund. Before doing so, GIAC may be required to obtain
approval from the SEC, the Delaware Insurance Department and other regulatory
authorities.
28
<PAGE>
A Policyowner may exchange a Policy for a fixed-benefit life insurance
policy in accordance with the subsection entitled "Right to Exchange for
Fixed-Benefit Life Insurance" if any Fund to which the Policyowner has allocated
any portion of the investment base changes its investment adviser or makes
material changes in its investment objectives or restrictions. GIAC will notify
the Policyowner, in writing, if there is any such change and will describe the
terms of exchange to a fixed-benefit life insurance policy at that time. The
Policyowner will be able to exchange his or her Policy within 60 days of receipt
of such notice, or of the effective date of the change, whichever is later.
OTHER INFORMATION
Management of GIAC
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, (2) The
Guardian Bond Fund, (3) The Guardian Cash Fund, (4) The Park Avenue Portfolio (a
series trust that issues its shares in six series) and (5) GBG Funds, Inc. (a
series fund that issues its shares in two series).
Name Title Business History
---- ----- ----------------
Charles E. Albers Vice President, Senior Vice President, The Guardian
Equity Securities Life Insurance Company of America
1/91-present; Vice President prior
thereto. Executive Vice President
of Guardian Investor Services
Corporation and Guardian Asset
Management Corporation. Officer of
four mutual funds within the
Guardian Fund Complex.
John C. Angle Director Retired. Former Chairman of the
Board and Chief Executive Officer,
The Guardian Life Insurance Company
of America; Director 1/78-present.
Director (Trustee) of Guardian
Investor Services Corporation and
four mutual funds within the
Guardian Fund Complex.
Michele S. Babakian Vice President Vice President, Fixed Income
Securities, The Guardian Life
Insurance Company of America
1/95-present; Second Vice President
prior thereto. Vice President of
Guardian Asset Management
Corporation, Guardian Investor
Services Corporation and three
mutual funds within the Guardian
Fund Complex.
Joseph A. Caruso Secretary Second Vice President and Corporate
Secretary, The Guardian Life
Insurance Company of America
1/95-present; Corporate Secretary
10/92-12/94; Assistant Secretary
1/91-10/92; Manager, Board
Relations prior thereto. Secretary,
Guardian Investor Services
Corporation, Guardian Asset
Management Corporation, Guardian
Baillie Gifford Limited and five
mutual funds within the Guardian
Fund Complex.
George T.
Conklin, Jr. Director Retired. Former Chairman of the
Board and Chief Executive Officer,
The Guardian Life Insurance Company
of America; Director 1/57-present.
Director (Trustee) Emeritus of four
mutual funds within the Guardian
Fund Complex.
Peggy L. Coppola Assistant Director, GISC Agency Division, The
Vice President Guardian Life Insurance Company of
America 4/94-present; Manager, GISC
Agency Division 6/91-3/94; Manager,
Equity Sales Support prior thereto.
Assistant Vice President, Guardian
Investor Services Corporation.
Karen Dickinson Assistant Sec'y Assistant Secretary, The Guardian
and Sec'y Life Insurance Company of America,
Pro Tem Guardian Investor Services
Corporation and five mutual funds
within the Guardian Fund Complex.
29
<PAGE>
Name Title Business History
---- ----- ----------------
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. Emanuele Treasurer Treasurer, The Guardian Life
Insurance Company of America
1/84-present. Treasurer of Guardian
Asset Management Corporation and
Guardian Investor Services
Corporation.
John M. Fagan Vice President Vice President, Life Policy
Operations, The Guardian Life
Insurance Company of America
3/92-present; Vice President,
Equity Administration prior
thereto. Vice President of Guardian
Investor Services Corporation.
Arthur V. Ferrara Chairman, Chief Chairman of the Board and Chief
Executive Officer Executive Officer, The Guardian
and Director Life Insurance Company of America
1/93-present; President and Chief
Executive Officer prior thereto.
Director 1/81-present. Chairman of
the Board of Guardian Investor
Services Corporation, Guardian
Asset Management Corporation,
Guardian Baillie Gifford Limited
and five mutual funds within the
Guardian Fund Complex.
Rodolfo E.
Fidelino, M.D. Chief Medical Vice President and Chief Medical
Director Director, The Guardian Life
Insurance Company of America,
1/92-present. Vice President and
Medical Director, Security Benefit
Life prior thereto.
Charles G. Fisher Vice President Second Vice President and Actuary,
Actuary The Guardian Life Insurance Company
of America 12/86-present.
William C. Frentz Vice President, Vice President, Real Estate, The
Real Estate Guardian Life Insurance Company of
America 1/85-present.
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
four mutual funds within the
Guardian Fund Complex. Director
(Trustee) of various mutual funds
sponsored by Value Line, Inc.
John J. Grandsire Vice President, Second Vice President,
Administrative Administrative Support, The
Support Guardian Life Insurance Company of
America 11/92-present; Second Vice
President, Equity Administration
prior thereto. Vice President,
Administrative Support, Guardian
Investor Services Corporation.
Alexander M.
Grant, Jr. Second Vice Assistant Vice President,
President Investments, The Guardian Life
Insurance Company of America
9/93-present; Investment Officer
10/90-9/93; Portfolio Manager prior
thereto. Second Vice President,
Guardian Investor Services
Corporation. Officer of three
mutual funds within the Guardian
Fund Complex.
Raymond J. Henry Second Vice Second Vice President, Fixed Income
President Securities, The Guardian Life
Insurance Company of America
1/94-present; Assistant Vice
President 6/91-12/93. Managing
Director, DNC Capital Corp. prior
thereto.
30
<PAGE>
Name Title Business History
---- ----- ----------------
Thomas R. Hickey, Jr. Vice President, Vice President, Equity Operations,
Operations The Guardian Life Insurance Company
of America 3/92-present; Second
Vice President and Equity Counsel
prior thereto. Vice President,
Guardian Investor Services
Corporation. Vice President of five
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
5/87-present. Director of Guardian
Investor Services Corporation and
Guardian Asset Management
Corporation.
Paul Iannelli Assistant Assistant Equity Controller, The
Vice President Guardian Life Insurance Company of
America 4/94-present; Manager,
Equity Accounting prior thereto.
Assistant Controller, Guardian
Investor Services Corporation.
Frank J. Jones Executive Vice Executive Vice President and Chief
President, Investment Officer, The Guardian
Chief Investment Life Insurance Company of America
Officer and 1/94-present; Senior Vice President
Director and Chief Investment Officer
8/91-12/93. First Vice President,
Director of Global Fixed Income
Research and Economics, Merrill
Lynch & Co. prior thereto. Senior
Vice President and Chief Investment
Officer and Director, The Guardian
Insurance & Annuity Company, Inc.
Director, Guardian Investor
Services Corporation. Officer of
three mutual funds within the
Guardian Fund Complex.
Edward K. Kane Senior Vice Senior Vice President and General
President, Counsel, The Guardian Life
General Counsel Insurance Company of America
and Director 1/83-present; Director
11/88-present. Senior Vice
President, General Counsel and
Director, Guardian Investor
Services Corporation. Director,
Guardian Asset Management
Corporation and GBG Funds, Inc.
Ann T. Kearney Second Vice Second Vice President, Group
President Pensions, The Guardian Life
Insurance Company of America
1/95-present; Assistant Vice
President and Equity Controller
6/94-12/94; Assistant Controller
prior thereto. Controller of five
mutual funds within the Guardian
Fund Complex.
Gary B. Lenderink Vice President, Vice President, Group Pensions, The
Group Pensions Guardian Life Insurance Company of
America 1/95-present; Second Vice
President prior thereto.
Paul Parenteau Assistant Director, Variable Products
Vice President Administration, The Guardian Life
Insurance Company of America
1/94-present; Manager, Variable
Annuity Administration prior
thereto.
Frank L. Pepe Vice President Second Vice President and
and Controller Controller, Equity Products, The
Guardian Life Insurance Company of
America 12/86-present. Vice
President and Controller of
Guardian Investor Services
Corporation. Controller of Guardian
Asset Management Corporation.
Officer of five mutual funds within
the Guardian Fund Complex.
Richard T.
Potter, Jr. Counsel Second Vice President and Equity
Counsel, The Guardian Life
Insurance Company of America
1/93-present; Counsel 1/92-12/92.
Vice President-Counsel, Home Life
Insurance Company prior thereto.
Counsel of Guardian Investor
Services Corporation, Guardian
Asset Management Corporation and
five mutual funds within the
Guardian Fund Complex.
31
<PAGE>
Name Title Business History
---- ----- ----------------
Vickie Riccardo Assistant Counsel Counsel, The Guardian Life
Insurance Company of America
1/93-present; Assistant Counsel
3/91-12/92; Attorney prior thereto.
Larry R. Roscoe Assistant Manager, Equity Compliance, The
Vice President, Guardian Life Insurance Company of
Compliance America 4/93-present; Manager,
Field Compliance prior thereto.
Assistant Vice President,
Compliance, Guardian Investor
Services Corporation.
Joseph D. Sargent President and President and Director, The
Director Guardian Life Insurance Company of
America 1/93-present; Executive
Vice President prior thereto.
Director of Guardian Baillie
Gifford Limited, Guardian Investor
Services Corporation and Guardian
Asset Management Corporation.
John M. Smith Executive Executive Vice President, The
Vice President Guardian Life Insurance Company of
and Director America 1/95-present; Senior Vice
President, Equity Products prior
thereto. President and Director,
Guardian Investor Services
Corporation and Guardian Asset
Management Corporation. President,
GBG Funds, Inc. Director, Guardian
Baillie Gifford Limited.
Donald P.
Sullivan, Jr. Vice President Second Vice President, The Guardian
Life Insurance Company of America
1/95-present; Assistant Vice
President 6/91-12/94; Manager, GISC
Agency Division 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, the parent company of GIAC, 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.
Legal Proceedings
There are no legal proceedings pending which would materially affect the
financial position of GIAC or the Account.
Legal Matters
The legal validity of the Policy described in this Prospectus has been
passed upon by Richard T. Potter, Jr., Counsel of GIAC.
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 offering described in this
32
<PAGE>
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, FSA, Vice President and Actuary of GIAC. His opinion is filed as an
exhibit to the Registration Statement for the Account filed with the SEC.
Financial Statements
The financial statements of the Account and GIAC are set forth in this
Prospectus. The 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 the Policy.
33
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
Assets
Investments in mutual funds:
The Guardian Stock Fund, Inc. (45,366 shares at
net asset value of $27.33 per share;
LIFO Cost, $1,173,808) .............................. $1,239,841
The Guardian Bond Fund, Inc. (15,311 shares at
net asset value of $11.08 per share;
LIFO Cost, $187,119) ................................ 169,643
The Guardian Cash Fund, Inc. (17,229 shares at
net asset value of $10.00 per share;
which equals cost) .................................. 172,292
Baillie Gifford International Fund (23,650 shares
at net asset value of $14.69 per
share; LIFO Cost, $333,149) ......................... 347,420
Value Line Centurion Fund, Inc. (14,938 shares at
net asset value of $17.83 per share;
LIFO Cost, $275,476) ................................ 266,346
Value Line Strategic Asset Management Trust (23,850
shares at net asset value of
$16.13 per share; LIFO Cost, $378,552) .............. 384,701
----------
Total Assets ............................................. 2,580,243
----------
Liabilities
Due to The Guardian Insurance & Annuity Company, Inc. .... 23,639
----------
Net Assets -- Note 4 ....................................... $2,556,604
==========
See notes to financial statements.
34
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
COMBINED STATEMENTS OF OPERATIONS
Year Ended December 31, 1992
<TABLE>
<CAPTION>
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
-------- ------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Income:
Reinvested dividends ............. $17,115 $ 7,721 $ 2,199 $ 4,259 $ 554 $ 1,105 $ 1,277
Expenses -- Note 3:
Mortality and expense
risk charges ................... 3,535 1,906 143 44 393 740 309
------- ------- ------- ------- -------- ------- -------
Net investment income/
(expense) ........................ 13,580 5,815 2,056 4,215 161 365 968
------- ------- ------- ------- -------- ------- -------
Realized and Unrealized
Gain/(Loss)
from Investments
Realized gain/(loss) from
investments:
Net realized gain/(loss)
from sale of investments ..... 124 246 42 -- (6,782) 6,683 (65)
Reinvested realized gain
distribution ................. 40,600 26,848 598 -- -- 10,581 2,573
------- ------- ------- ------- -------- ------- -------
Net realized gain/(loss)
on investments ................... 40,724 27,094 640 -- (6,782) 17,264 2,508
------- ------- ------- ------- -------- ------- -------
Unrealized appreciation/
(depreciation) of investments:
End of year .................... 87,790 64,697 (207) -- (4,778) 13,889 14,189
Beginning of year .............. 58,736 31,572 416 -- (578) 19,075 8,251
------- ------- ------- ------- -------- ------- -------
Change in unrealized
appreciation/(depreciation) ... 29,054 33,125 (623) -- (4,200) (5,186) 5,938
------- ------- ------- ------- -------- ------- -------
Net realized and unrealized gain/
(loss) from investments .......... 69,778 60,219 17 -- (10,982) 12,078 8,446
------- ------- ------- ------- -------- ------- -------
Net Increase/(Decrease) in Net
Assets Resulting from Operations ... $83,358 $66,034 $ 2,073 $ 4,215 $(10,821) $12,443 $ 9,414
======= ======= ======= ======= ======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1993
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
-------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Income:
Reinvested dividends .......... $29,305 $13,918 $ 4,081 $ 3,887 $ 3,406 $ 956 $ 3,057
Expenses -- Note 3:
Mortality and expense
risk charges ................ 5,880 3,366 296 98 764 708 648
------- ------- ------- ------- -------- ------- -------
Net investment income/
(expense) ..................... 23,425 10,552 3,785 3,789 2,642 248 2,409
------- ------- ------- ------- -------- ------- -------
Realized and Unrealized
Gain/(Loss)
from Investments
Realized gain/(loss) from
investments:
Net realized gain/(loss)
from sale of investments .... 11,211 43 21 -- 11,255 (53) (25)
Reinvested realized gain
distribution ................ 61,842 24,977 3,790 -- -- 27,017 6,058
------- ------- ------- ------- -------- ------- -------
Net realized gain/(loss)
on investments ................ 73,053 25,020 3,811 -- 11,225 26,964 6,033
------- ------- ------- ------- -------- ------- -------
Unrealized appreciation/
(depreciation) of investments:
End of year ................. 166,189 129,461 (3,570) -- 24,285 (2,821) 18,834
Beginning of year ........... 87,790 64,697 (207) -- (4,778) 13,889 14,189
------- ------- ------- ------- -------- ------- -------
Change in unrealized
appreciation/(depreciation) 78,399 64,764 (3,363) -- 29,063 (16,710) 4,645
------- ------- ------- ------- -------- ------- -------
Net realized and unrealized gain/
(loss) from investments ....... 151,452 89,784 448 -- 40,288 10,254 10,678
------- ------- ------- ------- -------- ------- -------
Net Increase/(Decrease) in Net
Assets Resulting from Operations ... $174,877 $100,336 $ 4,233 $ 3,789 $42,930 $10,502 $13,087
======== ======== ======= ======= ======= ======= =======
</TABLE>
See notes to financial statements.
35
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
COMBINED STATEMENT OF OPERATIONS (Continued)
Year Ended December 31, 1994
<TABLE>
<CAPTION>
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
-------- -------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Income:
Reinvested dividends ............. $35,529 $15,833 $ 8,878 $ 7,965 $ 2,472 $ 145 $ 236
Expenses -- Note 3:
Mortality and expense
risk charges ................... 10,013 5,068 676 411 1,231 1,185 1,442
-------- -------- ------- ------- ------- ------- --------
Net investment income/
(expense) ........................ 25,516 10,765 8,202 7,554 1,241 (1,040) (1,206)
-------- -------- ------- ------- ------- ------- --------
Realized and Unrealized Gain/
(Loss) from Investments
Realized gain/(loss) from
investments:
Net realized gain/(loss)
from sale of investments ..... (3,958) 197 75 -- (314) (3,746) (170)
Reinvested realized gain
distribution ................. 40,887 35,347 670 -- -- 3,927 943
-------- -------- ------- ------- ------- ------- --------
Net realized gain/(loss)
on investments ................... 36,929 35,544 745 -- (314) 181 773
-------- -------- ------- ------- ------- ------- --------
Unrealized appreciation/
(depreciation) of investments:
End of year .................... 59,846 66,033 (17,475) -- 14,270 (9,130) 6,148
Beginning of year .............. 166,189 129,461 (3,570) -- 24,285 (2,821) 18,834
-------- -------- ------- ------- ------- ------- --------
Change in unrealized
appreciation/(depreciation) .. (106,343) (63,428) (13,905) -- (10,015) (6,309) (12,686)
-------- -------- ------- ------- ------- ------- --------
Net realized and unrealized gain/
(loss) from investments .......... (69,414) (27,884) (13,160) -- (10,329) (6,128) (11,913)
-------- -------- ------- ------- ------- ------- --------
Net Increase/(Decrease) in Net
Assets Resulting from Operations ... $(43,898) $(17,119) $(4,958) $ 7,554 $(9,088) $(7,168) $(13,119)
======== ======== ======= ======= ======= ======= ========
</TABLE>
See notes to financial statements.
36
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
Years Ended December 31, 1992, 1993 and 1994
<TABLE>
<CAPTION>
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
----------- -------- -------- -------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1992 Increase/(Decrease) from
Operations
Net investment income/(expense) .......... $ 13,580 $ 5,815 $ 2,056 $ 4,215 $ 161 $ 365 $ 968
Net realized gain/(loss) from sale of
investments ............................ 124 246 42 - (6,782) 6,683 (65)
Reinvested realized gain distribution .... 40,600 26,848 598 - - 10,581 2,573
Change in unrealized appreciation/
(depreciation) of investments .......... 29,054 33,125 (623) - (4,200) (5,186) 5,938
----------- -------- -------- -------- ------------- ---------- ----------
Net increase/(decrease) resulting from
operations ............................. 83,358 66,034 2,073 4,215 (10,821) 12,443 9,414
----------- -------- -------- -------- ------------- ---------- ----------
1992 Policy Transactions
Transfer of net premium .................. 479,849 224,903 22,086 16,492 76,781 86,025 53,562
Transfer on account of other
terminations ........................... (47,094) (31,947) (1,311) (2,183) (111) (1,715) (9,827)
Transfer of policy loans ................. (163,538) (20,787) (1,499) (1,112) (54,385) (81,036) (4,719)
Transfer between funds ................... - 896 1,024 (2,320) (14,480) 14,898 (18)
Transfers of cost of insurance ........... (75,736) (39,397) (4,015) (1,920) (6,214) (14,497) (9,693)
Transfers -- other ....................... 198 21 (1) - 200 (4) (18)
----------- -------- -------- -------- ------------- ---------- ----------
Net increase/(decrease) from policy
transactions ........................... 193,679 133,689 16,284 8,957 1,791 3,671 29,287
----------- -------- -------- -------- ------------- ---------- ----------
Total Increase/(Decrease) in Net
Assets ................................... 277,037 199,723 18,357 13,172 (9,030) 16,114 38,701
Net Assets at December 31, 1991 .......... 621,811 269,629 20,659 129,954 48,238 110,564 42,767
----------- -------- -------- -------- ------------- ---------- ----------
Net Assets at
December 31, 1992 -- Note 4 ............ $ 898,848 $469,352 $ 39,016 $143,126 $ 39,208 $ 126,678 $ 81,468
=========== ======== ======== ======== ============= ========== ==========
1993 Increase/(Decrease) from
Operations
Net investment income/(expense) .......... $ 23,425 $ 10,552 $ 3,785 $ 3,789 $ 2,642 $ 248 $ 2,409
Net realized gain/(loss) from sale of
investments ............................ 11,211 43 21 - 11,225 (53) (25)
Reinvested realized gain distribution .... 61,842 24,977 3,790 - - 27,017 6,058
Change in unrealized appreciation/
(depreciation) of investments .......... 78,399 64,764 (3,363) - 29,063 (16,710) 4,645
----------- -------- -------- -------- ------------- ---------- ----------
Net increase/(decrease) resulting from
operations ............................. 174,877 100,336 4,233 3,789 42,930 10,502 13,087
----------- -------- -------- -------- ------------- ---------- ----------
1993 Policy Transactions
Transfer of net premium .................. 862,657 366,913 72,868 14,609 120,778 138,381 149,108
Transfer on account of other
terminations ........................... (152,869) (34,962) (1,023) (965) (90,152) (14,332) (11,435)
Transfer of policy loans ................. (16,912) (35,471) (3,098) (2,335) 38,825 (9,080) (5,753)
Transfer between funds ................... - 10,860 (2,416) 5,929 51,793 (53,908) (12,258)
Transfers of cost of insurance ........... (109,279) (56,726) (6,361) (2,861) (10,373) (16,409) (16,549)
Transfers -- other ....................... (1,405) 270 17 3 (1,117) (536) (42)
----------- -------- -------- -------- ------------- ---------- ----------
Net increase/(decrease) from policy
transactions ........................... 582,192 250,884 59,987 14,380 109,754 44,116 103,071
----------- -------- -------- -------- ------------- ---------- ----------
Total Increase/(Decrease) in Net
Assets ................................. 757,069 351,220 64,220 18,169 152,684 54,618 116,158
Net Assets at December 31, 1992 .......... 898,848 469,352 39,016 143,126 39,208 126,678 81,468
----------- -------- -------- -------- ------------- ---------- ----------
Net Assets at December 31, 1993
-- Note 4 .............................. $ 1,655,917 $ 820,572 $ 103,236 $ 161,295 $ 191,892 $ 181,296 $ 197,626
=========== ========= ======== ======== ============= ========== ==========
</TABLE>
See notes to financial statements.
37
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
COMBINED STATEMENTS OF CHANGES IN NET ASSETS -- (Continued)
Year Ended December 31, 1994
<TABLE>
<CAPTION>
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1994 Increase/(Decrease) from
Operations
Net investment income/
(expense) ......................... $ 25,516 $ 10,765 $ 8,202 $ 7,554 $ 1,241 $(1,040) $ (1,206)
Net realized gain/(loss) from sale
of investments .................... (3,958) 197 75 - (314) (3,746) (170)
Reinvested realized gain
distribution ...................... 40,887 35,347 670 - - 3,927 943
Change in unrealized
appreciation/(depreciation) of
investments ....................... (106,343) (63,428) (13,905) - (10,015) (6,309) (12,686)
-------- -------- -------- -------- -------- -------- --------
Net increase/(decrease) resulting
from operations ................... (43,898) (17,119) (4,958) 7,554 (9,088) (7,168) (13,119)
-------- -------- -------- -------- -------- -------- --------
1994 Policy Transactions
Transfer of net premium ............. 1,356,622 591,660 102,211 46,236 214,236 151,568 250,711
Transfer on account of other
terminations ....................... (157,194) (73,974) (9,429) (698) (7,721) (46,397) (18,975)
Transfer of policy loans ............ (64,016) (3,059) (2,930) 4,726 (61,607) 2,651 (3,797)
Transfer between funds .............. - 9,908 (9,666) (41,177) 40,697 655 (417)
Transfers of cost of insurance ...... (191,781) (106,927) (9,496) (6,054) (23,037) (17,476) (28,791)
Transfers -- other .................. 954 86 1 (1) 817 31 20
-------- -------- -------- -------- -------- -------- --------
Net increase/(decrease) from
policy transactions ............... 944,585 417,694 70,691 3,032 163,385 91,032 198,751
-------- -------- -------- -------- -------- -------- --------
Total Increase/(Decrease) in Net
Assets ............................ 900,687 400,575 65,733 10,586 154,297 83,864 185,632
Net Assets at December 31, 1993 ... 1,655,917 820,572 103,236 161,295 191,892 181,296 197,627
--------- -------- -------- -------- -------- -------- --------
Net Assets at December 31, 1994
-- Note 4 ........................ $2,556,604 $1,221,147 $168,969 $171,881 $ 346,189 $265,160 $ 383,258
========== ========== ======== ======== ========= ======== =========
</TABLE>
See notes to financial statements.
38
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
Note 1 -- Organization
The Guardian Separate Account C (the Account), a unit investment trust
registered under the Investment Company Act of 1940, as amended, was established
by The Guardian Insurance & Annuity Company, Inc. (GIAC) on August 10, 1988.
GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of
America (Guardian Life). GIAC issues the annual 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 to one or
more investment divisions established within the Account as selected by the
policyowner. The policyowner also has the ability to transfer his or her policy
value among the investment divisions within the Account. The Account currently
comprises six investment divisions which invest in shares 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).
GSF, GBF and GCF each have an investment advisory agreement with Guardian
Investor Services Corporation, a wholly owned subsidiary of GIAC. BGIF is
managed by Guardian Baillie Gifford Ltd., a joint venture company formed by GIAC
and Baillie Gifford Overseas Ltd.
On January 12, 1989, GIAC allocated $100,000 from its general funds to the
Account which was invested in GCF to facilitate the commencement of operations.
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.
The change in net assets maintained in the Account provide the basis for
the periodic determination of benefits under the policies. The net assets may
not be less than the amount required under state insurance laws to provide for
death benefits (without regard to the minimum death benefit guarantee) and other
policy benefits. Additional assets are held in GIAC's general account to cover
the contingency that the 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) Net proceeds from the sale of annual premium variable life insurance
policies are invested by the Account's investment divisions in shares of the
corresponding Funds at the net asset value of each Fund's shares. 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.
39
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
NOTES TO FINANCIAL STATEMENTS (Continued)
(c) Investment transactions are accounted for on the trade date and income
is recorded on the ex-dividend date.
(d) The cost of investments sold is determined on a last in, first out
(LIFO) basis.
During the years ended December 31, 1994 and December 31, 1993, purchases
of shares of the Funds aggregated $1,668,580 and $1,288,138, respectively.
Aggregate sales of shares of the Funds amounted to $649,665 and $624,596 for the
years ended December 31, 1994 and December 31, 1993, respectively.
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.
Note 3 -- Administrative and Mortality and Expense Risk Charges
GIAC assumes mortality and expense risks related to the operations of the
Account. To cover these risks, GIAC deducts a daily charge from the net assets
of the Account which, on an annual basis, is equal to a rate of .50% of the
policy account value.
In addition, GIAC makes a daily charge for the cost of life insurance,
based on the face value of the policyowner's insurance in-force, as compensation
for the anticipated cost of paying death benefits.
Under the terms of the policy, GIAC deducts charges from the gross premium
before transferring the net premiums (gross premiums less other contractual
charges) to the Account. These other contractual charges consist of:
a) a $50 annual policy fee;
b) an administrative charge of $5 per $1,000 of the policy's face amount,
assessed against the first premium only; and
c) an annual state premium tax charge of approximately 2.5% of the basic
premium.
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 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, if any, which are attributable to the Account.
40
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 4 -- Net Assets, December 31, 1994
At December 31, 1994, net assets of the Account were as follows:
Accumulation of Annual Premium Variable Life Insurance
Policyowners' Accounts ............................... $2,420,194
Owned by GIAC ........................................ 136,410
----------
$2,556,604
==========
The amount retained by GIAC in the Account is comprised of amounts which
GIAC allocated to the Account to facilitate the commencement of its operations
(see Note 1) and amounts accruing to GIAC from the operations of the Account and
retained therein. Amounts retained by GIAC in the Account may be transferred by
GIAC to its general account.
41
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors of The
Guardian Insurance & Annuity Company, Inc.
and Policyowners of The Guardian Separate Account C, "Select Guard"
In our opinion, the accompanying statement of assets and liabilities and the
related combined statements of operations and of changes in net assets present
fairly, in all material respects, the financial position of the investment
divisions relating to Guardian Stock Fund, Guardian Bond Fund, Guardian Cash
Fund, Baillie Gifford International Fund, Value Line Centurion Fund and Value
Line Strategic Asset Management Trust (constituting The Guardian Separate
Account C, "Select Guard," hereafter referred to as the "Separate Account") at
December 31, 1994, and the results of each of their operations for the year then
ended and the changes in each of their net assets for each of the two years then
ended, 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, 1994 by correspondence with the
transfer agents of the underlying funds, provide a reasonable basis for the
opinion expressed above.
PRICE WATERHOUSE LLP
New York, NY
February 10, 1995
42
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
BALANCE SHEETS
================================================================================
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1994 1993
---- ----
<S> <C> <C>
ADMITTED ASSETS
Investments:
Fixed maturities, principally at amortized cost
(market: 1994 -- $332,580,514
1993 -- $280,362,319 ........................................................... 349,574,401 $ 274,110,177
Affiliated money market fund, at market, which approximates cost ................. 2,492,635 2,419,128
Investment in subsidiary ......................................................... 7,305,908 7,281,874
Policy loans -- variable life insurance .......................................... 59,319,920 52,792,533
Short-term investments, at cost, which approximates market ....................... 750,692 --
Investment in joint venture ...................................................... 51,221 306,384
Cash ............................................................................. 3,691,801 11,673,020
Accrued investment income receivable ............................................. 8,339,330 5,981,640
Due from parent and affiliates ................................................... 1,276,279 5,721,961
Other assets ..................................................................... 7,799,923 1,895,578
Receivable from separate accounts ................................................ 3,909,554 3,885,818
Variable annuity and EISP/CIP separate account assets ............................ 3,132,332,691 2,761,965,536
Variable life separate account assets ............................................ 269,585,495 289,074,675
---------------- ----------------
TOTAL ADMITTED ASSETS .......................................................... $ 3,846,429,850 $ 3,417,108,324
================ ================
LIABILITIES
Policy liabilities and accruals:
Fixed deferred reserves .......................................................... 239,394,355 $ 185,283,194
Fixed immediate reserves ......................................................... 5,627,157 5,138,523
Life reserves .................................................................... 21,353,994 1,140,088
Minimum death benefit guarantees ................................................. 1,592,656 1,184,642
Policy loan collateral fund reserve .............................................. 57,224,423 52,016,474
Interest maintenance reserve ..................................................... -- 2,052,169
Accounts payable and accrued expenses .................................................. 1,488,701 1,507,251
Advance premiums -- variable life insurance ............................................. 156,821 1,203,735
Due to parent and affiliates ........................................................... 11,769,486 8,120,355
Other liabilities (including deferred tax) ............................................. 7,422,866 9,243,601
Asset valuation reserve ................................................................ 5,229,909 2,996,746
Variable annuity and EISP/CIP separate account liabilities ............................. 3,094,929,496 2,728,279,435
Variable life separate account liabilities ............................................. 262,659,454 280,527,449
---------------- ----------------
TOTAL LIABILITIES .............................................................. 3,708,849,318 3,278,693,662
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
Special surplus ........................................................................ 14,591,361 11,467,339
Unassigned deficit ..................................................................... (16,409,121) (12,450,969)
---------------- ----------------
137,580,532 138,414,662
---------------- ----------------
TOTAL LIABILITIES, COMMON STOCK AND SURPLUS .................................... $ 3,846,429,850 $ 3,417,108,324
================ ================
</TABLE>
See notes to financial statements.
43
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF OPERATIONS
================================================================================
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Premiums and annuity considerations:
Variable annuity .............................................. $ 689,382,776 $ 709,523,708 $ 417,074,858
Life -- variable and level term ............................... 7,899,675 4,789,739 6,639,765
Fixed annuity ................................................. 58,851,539 55,272,748 62,302,660
Net investment income ............................................. 27,909,606 22,726,013 17,757,097
Amortization of IMR ............................................... 542,157 378,621 51,109
Service fees ...................................................... 38,805,308 30,388,678 22,195,739
Variable life -- cost of insurance ................................. 3,828,702 3,628,039 3,131,839
Net benefit of reinsurance ceded .................................. 2,448,775 7,650,605 213,992
Other income ...................................................... 7,200,339 4,743,938 9,048
------------- ------------- -------------
836,868,877 839,102,089 529,376,107
------------- ------------- -------------
BENEFITS AND EXPENSES:
Benefits:
Death benefits ................................................. 3,465,054 2,399,238 2,405,897
Annuity benefits ............................................... 5,969,228 2,359,686 1,179,155
Surrender benefits ............................................. 237,767,434 202,329,152 160,547,211
Increase in reserves ........................................... 82,752,551 50,659,936 64,848,233
Net transfers to (from) separate accounts:
Variable annuity and EISP/CIP .................................. 448,433,236 531,905,506 275,699,201
Variable life .................................................. (8,836,731) (8,729,386) (10,000,207)
Commissions ....................................................... 45,602,891 38,089,532 23,975,070
General insurance expenses ........................................ 15,103,590 14,748,769 9,232,685
Taxes, licenses and fees .......................................... 2,731,840 1,510,060 1,617,037
------------- ------------- -------------
832,989,093 835,272,493 529,504,282
------------- ------------- -------------
INCOME (LOSS) BEFORE INCOME
TAXES AND REALIZED GAINS
FROM INVESTMENTS ......................................... 3,879,784 3,829,596 (128,175)
Provision for federal income taxes (benefits) ..................... 601,468 1,889,716 (1,268,828)
------------- ------------- -------------
INCOME (LOSS) BEFORE REALIZED
GAINS FROM INVESTMENTS ................................... 3,278,316 1,939,880 1,140,653
Realized gains from investments, net of federal income
taxes, net of transfer to IMR -- See Note 4 .................... (2,232) 131,711 426,530
------------- ------------- -------------
NET INCOME ................................................ $ 3,276,084 $ 2,071,591 $ 1,567,183
============= ============= =============
</TABLE>
See notes to financial statements.
44
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF CHANGES IN COMMON STOCK AND SURPLUS
================================================================================
<TABLE>
<CAPTION>
Special and
Additional Unassigned Total
Common Paid-in Surplus Common Stock
Stock Surplus (Deficit) and Surplus
----- ------- --------- -----------
<S> <C> <C> <C> <C>
Balances at December 31, 1991 ............................ $ 2,000,000 $ 78,000,000 $ (4,125,552) $ 75,874,448
-------------- -------------- -------------- --------------
Net income from operations ............................... 1,567,183 1,567,183
Capital contributed by parent ............................ 59,398,292 59,398,292
Decrease in unrealized appreciation of
Company's investment in separate accounts,
net of applicable taxes ................................ (885,131) (885,131)
Increase in unrealized appreciation of Company's
investment in joint venture ............................ 57,199 57,199
Decrease in unrealized appreciation of
Company's investment in subsidiary ..................... (2,172,420) (2,172,420)
Increase in non-admitted assets .......................... (84,614) (84,614)
Net increase in asset valuation/mandatory
securities valuation reserves .......................... (564,073) (564,073)
Provision for Guaranty Association
Assessments ............................................ (200,000) (200,000)
-------------- -------------- -------------- --------------
Balances at December 31, 1992 ............................ 2,000,000 137,398,292 (6,407,408) 132,990,884
-------------- -------------- -------------- --------------
Net income from operations ............................... 2,071,591 2,071,591
Increase in unrealized appreciation of Company's
investment in separate accounts, net of
applicable taxes ....................................... 3,164,752 3,164,752
Increase in unrealized appreciation of
Company's investment in joint venture .................. 178,539 178,539
Increase in unrealized appreciation of
Company's investment in subsidiary ..................... 56,002 56,002
Decrease in non-admitted assets .......................... 53,396 53,396
Net increase in asset valuation reserve .................. (8,291) (8,291)
Provision for Guaranty Association
Assessments ............................................ (92,211) (92,211)
-------------- -------------- -------------- --------------
Balances at December 31, 1993 ............................ $ 2,000,000 $ 137,398,292 $ (983,630) $ 138,414,662
============== ============== ============== ==============
Net income from operations ............................... 3,276,084 3,276,084
Change in unrealized appreciation of
Company's investment in separate accounts,
net of applicable taxes ................................ (527,472) (527,472)
Change in unrealized appreciation of
Company's investment in joint venture .................. (255,163) (255,163)
Increase in unrealized appreciation of
Company's investment in subsidiary ..................... 24,034 24,034
Decrease in non-admitted assets .......................... 5,818 5,818
Net increase in asset valuation reserve .................. (2,233,163) (2,233,163)
Disallowed interest maintenance reserve .................. (1,124,268) (1,124,268)
-------------- -------------- -------------- --------------
Balances at December 31, 1994 ............................ $ 2,000,000 $ 137,398,292 $ (1,817,760) $ 137,580,532
============== ============== ============== ==============
</TABLE>
See notes to financial statements.
45
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF CASH FLOW
================================================================================
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Cash flows from insurance activities:
Premiums and annuity considerations ............................... $ 732,848,313 $ 770,326,214 $ 485,392,095
Investment income ................................................. 26,625,996 24,134,387 14,401,654
Service fees ...................................................... 35,502,165 26,155,952 19,795,426
Variable life cost of insurance ................................... 3,825,865 3,612,218 3,111,907
Net benefit of reinsurance ceded .................................. 15,996,575 4,068,302 2,984,546
Claims and annuity benefits ....................................... (247,055,539) (206,970,151) (163,992,860)
Commissions ....................................................... (37,186,792) (38,002,665) (23,956,010)
General insurance expenses ........................................ (15,895,233) (13,863,833) (9,611,829)
Taxes, licenses and fees .......................................... (2,896,965) (1,028,249) (1,477,903)
Net transfer to separate accounts ................................. (436,829,701) (521,601,186) (263,535,710)
Federal income tax (excluding tax on capital gains) ............... (1,217,735) 1,372,898 (589,421)
Increase in policy loans .......................................... (6,527,387) (4,691,084) (5,755,827)
Advanced premiums -- variable life insurance ...................... 1,046,914 976,893 (390,841)
Other sources (applications) ...................................... 9,430,370 5,404,857 (254,130)
-------------- -------------- --------------
NET CASH PROVIDED BY INSURANCE
ACTIVITIES ................................................ 77,666,846 49,894,553 56,121,097
-------------- -------------- --------------
Cash flows from investing activities:
Proceeds from dispositions of investment securities ............... 150,649,968 107,412,956 123,434,773
Purchases of investment securities ................................ (231,132,415) (153,772,748) (251,663,409)
Net proceeds from short-term investments .......................... -- 2,459,000 13,177,403
Investment in joint venture ....................................... -- -- --
(Increase) decrease in investments in separate accounts ........... (950,000) (1,800,000) --
Federal income tax on capital gains ............................... (1,538,101) (846,813) (479,790)
Amount due from broker ............................................ (1,926,825) 4,590,573 (1,049,134)
-------------- -------------- --------------
NET CASH USED IN INVESTING
ACTIVITIES ................................................ (84,897,373) (41,957,032) (116,580,157)
-------------- -------------- --------------
Cash flows from financing activities:
Capital contributed by parent ..................................... -- -- 59,398,292
-------------- -------------- --------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES ................................................ -- -- 59,398,292
-------------- -------------- --------------
NET INCREASE (DECREASE) IN CASH ............................. (7,230,527) 7,937,521 (1,060,768)
CASH AT BEGINNING OF YEAR ................................... 11,673,020 3,735,499 4,796,267
-------------- -------------- --------------
CASH AT END OF YEAR ......................................... $ 4,442,493 $ 11,673,020 $ 3,735,499
============== ============== ==============
</TABLE>
See notes to financial statements.
46
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
Note 1 -- Organization
Organization: The Guardian Insurance & Annuity Company, Inc. (GIAC or the
Company) is a wholly owned subsidiary of The Guardian Life Insurance Company of
America (Guardian Life). The Company 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.
Guardian Investor Services Corporation (GISC) is a wholly owned subsidiary
of the Company. GISC is a registered broker-dealer under the Securities Exchange
Act of 1934 and is a registered investment adviser under the Investment
Adviser's Act of 1940. GISC is the distributor and underwriter for GIAC's
variable products, and is the investment adviser to certain mutual funds
sponsored by Guardian Life which are investment options for the variable
products. GISC was contributed to GIAC by Guardian Life on November 30, 1992 at
its carrying value of $9,398,292.
Insurance Separate Accounts: The Company has established ten 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. In addition, certain
variable annuity and variable life insurance contractholders may invest in The
Guardian Real Estate Account. Participating interests in the real estate account
are registered under the Securities Act of 1933. Of these separate accounts the
Company maintains two separate accounts whose sole purpose is to fund certain
employee benefits plans of Guardian Life.
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.
Note 2 -- Summary of Significant Accounting Policies
Basis of presentation of financial statements: The financial statements
have been prepared on the basis of accounting practices prescribed or permitted
by the Insurance Department of the State of Delaware. Such practices are
considered generally accepted accounting principles for mutual life insurance
companies and their wholly owned stock life insurance subsidiaries domiciled in
Delaware.
In 1993, the Financial Accounting Standards Board issued Interpretation No.
40, "Applicability of Generally Accepted Accounting Principles to Mutual Life
Insurance and Other Enterprises," which establishes a different definition of
generally accepted accounting principles for mutual life insurance companies.
Under the Interpretation, financial statements of mutual life insurance
companies for periods beginning after December 15, 1995, which are prepared on
the basis of statutory accounting, will no longer be characterized as in
conformity with generally accepted accounting principles. At that time,
financial statements of mutual life insurance companies would have to apply all
applicable authoritative GAAP accounting pronouncements in order to describe the
financial statements as prepared in "conformity with generally accepted
accounting principles".
Management has not yet determined the effect on its December 31, 1994
financial statements of applying the new Interpretation nor whether it will
continue to present its general purpose financial statements in conformity with
the statutory basis of accounting or adopt the accounting changes required in
order to present its financial statements in conformity with generally accepted
accounting principles. However, management believes that adopting the accounting
changes required to present its financial statements in accordance with
generally accepted accounting principles would result in higher reported equity.
The effect of the changes would be reported retroactively through restatement of
all previously issued financial statements beginning with the earliest year
presented.
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
47
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 -- Continued
carried at market are recorded directly to unassigned surplus. Realized gains
and losses on disposition of investments are determined by the specific
identification method.
Bonds: Bonds are valued principally at amortized cost.
Investment in subsidiary: GIAC's investment in GISC is included in common
stocks and carried at equity in GISC's underlying net assets. Undistributed
earnings or losses are reflected as unrealized capital gains and losses directly
in unassigned surlpus. Dividends received from GISC are recorded as investment
income and amounted to $4,900,000 in 1994 and $2,900,000 in 1993.
Short-Term Investments: Short-term investments are stated at amortized cost
and consist primarily of investments having maturities 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: The NAIC requires adoption of an asset valuation
reserve (AVR) and interest maintenance reserve (IMR). The AVR establishes
reserves for certain categories of invested assets. The purpose of this reserve
is to stabilize policyholders' surplus from credit related gains and losses on
investments. Changes in AVR are recorded directly to unassigned surplus. The IMR
applies to fixed income investments and establishes a reserve for realized
capital gains and losses, net of tax, which result from changes in interest
rates. Such net realized gains and losses are deferred and amortized into
investment income over the life of the investments sold. When, in aggregate,
realized losses exceed realized gains, the net realized loss is reclassified as
a non-admitted asset with a corresponding charge to surplus.
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 and a fixed rate option that is offered to
variable annuity contractowners. The fixed annuity contracts are no longer
offered by the Company. 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
1994 and 1993 was 5.75% and 6.00%, respectively. The interest rates credited on
the fixed rate option offered to certain variable annuity contractowners was
5.00% during 1994. For the fixed rate option currently issued, the issue and
renewal interest rates credited varies from month to month and ranged from 5.25%
to 4.50% in 1994. Fixed immediate reserves are a liability within the general
account for those annuitants who have elected a fixed annuity payout option. The
immediate contract reserve is computed using the 1971 IAM Table and a 4%
discount rate.
Minimum death benefits guarantees represent a reserve for term insurance to
support guaranteed insurance amounts on variable life policies in the event of
possible declines in separate account assets, assuming a 4% discount rate and
mortality consistent with the 1958 or 1980 CSO Table applicable in the pricing
of each policy.
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 and 6.5% for annual pay
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,
1994 and 1993 non-admitted assets consisted of agents' balances and
miscellaneous receivables in the amounts of $77,498 and $83,315, 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. Service fees were not charged on separate account assets of $105.5
48
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 -- Continued
million and $81.2 million at December 31, 1994 and 1993, respectively, which
represent investments in Guardian Life'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 also recorded net of the
applicable federal income taxes.
Note 3 -- Federal Income Taxes
The Company's federal income tax return is consolidated with its parent,
Guardian Life. 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.
The Company records directly to unassigned surplus federal income taxes
attributable to the taxable portion of unrealized appreciation on its seed
capital in the separate accounts. These income taxes will be recognized in
operations upon withdrawal of these capital contributions. The taxable portion
of unrealized appreciation amounted to $590,000, $871,000 and $776,000 at
December 31, 1994, 1993 and 1992, respectively.
A reconciliation of federal income tax expense, based on the prevailing
corporate income tax rate of 35% for 1994 and 1993 and 34% for 1992 to the
federal income tax expense reflected in the accompanying financial statements is
as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Income tax at prevailing corporate income tax rates applied
to pretax statutory income ........................................... $ 1,357,924 $ 1,340,359 $ (43,580)
Add (deduct) tax effect of:
Adjustment for annuity and other reserves ............................ 141,295 (277,137) (1,400,412)
DAC Tax .............................................................. 1,575,953 1,819,878 1,084,203
Dividend from subsidiary ............................................. (1,715,000) (1,015,000) (714,000)
Other -- net ......................................................... (758,704) 21,616 (195,039)
----------- ----------- -----------
Provision for Federal Income Taxes (Benefits) .......................... $ 601,468 $ 1,889,716 $(1,268,828)
=========== =========== ===========
</TABLE>
The provision for federal income taxes includes deferred taxes of $99,120
in 1994, $283,571 in 1993 and $104,070 in 1992 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:
Year Ended December 31,
-----------------------------------------
1994 1993 1992
---- ---- ----
Fixed maturities .................. $19,949,553 $18,104,573 $13,754,550
Affiliated money market funds ..... 84,083 51,072 69,415
Subsidiary ........................ 4,900,000 2,900,000 2,100,000
Policy loans ...................... 2,547,670 2,296,794 2,058,451
Short-term investments ............ 622,391 269,175 582,084
Joint venture dividend ............ 789,867 -- --
----------- ----------- -----------
28,893,564 23,621,614 18,564,500
Less investment expenses .......... 983,959 895,601 807,403
----------- ----------- -----------
Net Investment Income ............. $27,909,605 $22,726,013 $17,757,097
=========== =========== ===========
49
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 -- Continued
Net realized gains, less applicable federal income taxes and transfer to
IMR, are summarized as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Fixed maturities ......................................... $(3,994,716) $ 3,170,154 $ 1,514,647
----------- ----------- -----------
Federal income tax expense (benefit):
Current .................................................. (1,110,135) 1,253,371 562,693
Deferred ................................................. (248,068) (123,690) (47,713)
----------- ----------- -----------
(1,358,203) 1,129,681 514,980
----------- ----------- -----------
Transfer to IMR ............................................ (2,634,280) 1,908,762 573,137
----------- ----------- -----------
Net Realized Gains (Losses) ................................ $ (2,233) $ 131,711 $ 426,530
=========== =========== ===========
</TABLE>
The increase in unrealized appreciation (depreciation) on fixed maturity
securities was $(23,246,030), $120,062 and $1,793,491 for the years ended
December 31, 1994, 1993 and 1992, respectively.
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, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
December 31, 1994
---------------------------------------------------------------------
Estimated
Unrealized Unrealized Market
Cost Gain Loss Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations of
U.S. government corporations and agencies ............ $ 45,385,889 $ 140,979 $ 2,176,046 $ 43,350,822
Obligations of states and political
subdivisions ......................................... 15,383,160 37,245 241,430 15,178,975
Debt securities issued by foreign
governments .......................................... 8,100,499 -- 503,504 7,596,995
Corporate debt securities .............................. 280,704,853 44,168 14,295,299 266,453,722
Common stocks .......................................... 11,890,926 -- 2,092,384 9,798,542
------------ ------------ ------------ ------------
$361,465,327 $ 222,392 $ 19,308,663 $342,379,056
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------------------------------------------
Estimated
Unrealized Unrealized Market
Cost Gain Loss Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations of
U.S. government corporations and agencies ............ $ 56,974,539 $ 2,070,134 $ 146,297 $ 58,898,376
Obligations of states and political
subdivisions ......................................... 6,204,951 137,874 1,580 6,341,245
Debt securities issued by foreign
governments .......................................... 8,134,006 192,600 103,818 8,222,788
Corporate debt securities .............................. 202,796,680 5,189,154 1,085,924 206,899,910
Common stocks .......................................... 11,817,419 -- 2,116,418 9,701,001
------------ ------------ ------------ ------------
$285,927,595 $ 7,589,762 $ 3,454,037 $290,063,320
============ ============ ============ ============
</TABLE>
At December 31, 1994, the amortized cost and estimated market value of debt
securities, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations.
50
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 -- Continued
Estimated
Market
Cost Value
------------ ------------
Due in one year or less ...................... $ 12,522,151 $ 12,410,124
Due after one year through five years ........ 213,647,755 205,326,412
Due after five years through ten years ....... 50,131,760 47,620,620
Due after ten years .......................... 37,810,196 34,066,922
------------ ------------
$314,111,862 $299,424,078
Sinking fund bonds
(including Collateralized
Mortgage Obligations) .................... 35,462,539 33,156,436
------------ ------------
$349,574,401 $332,580,514
============ ============
During 1994 proceeds from sales of investments in debt securities were
$149,529,893 and gross gains of $1,948,693 and losses of $5,940,026 were
realized on these sales.
Note 5 -- Reinsurance
The Company enters into modified coinsurance agreements with Guardian Life
to provide for reinsurance of selected variable annuity contracts and group life
and individual life policies. Under the terms of these agreements, reserves
related to the reinsured business and corresponding assets are held by the
Company.
The effect of these agreements on the components of the gain from
operations have been combined in the accompanying statements of operations. The
components of this benefit (loss) are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Premiums ceded ................................................ $ (151,080,027) $ (299,753,792) $ (103,872,816)
Reserve adjustments ........................................... 84,062,188 241,226,113 65,122,827
Recoveries on annuitant surrenders ............................ 57,457,059 50,480,535 33,551,694
Recoveries on commissions and expense allowances .............. 15,527,236 15,697,749 5,412,287
Terminal surrender ............................................ (3,517,681) -- --
-------------- -------------- --------------
Net Benefit (Loss) of Reinsurance Ceded ............... $ 2,448,775 $ 7,650,605 $ 213,992
============== ============== ==============
</TABLE>
The Company has also entered into a coinsurance agreement with Guardian
Life in which it cedes a portion of term life insurance policies underwritten by
it. Premiums ceded to Guardian Life under this agreement totalled $6,727,869 and
$2,903,977 in 1994 and 1993, respectively.
At December 31, 1994, the Company entered into a coinsurance agreement with
a non-affiliated underwriter. The Company assumed 100% of certain life and
disability income policies. Premiums include $21,245,974 related to policies
covered under this agreement.
The reinsurance contracts do not relieve the Company of its primary
obligation for policyholder benefits.
NOTE 6 -- RELATED PARTY TRANSACTIONS
On April 1, 1992, GIAC received a voluntary contribution of $50 million
from Guardian Life.
A portion of the Company's business is produced by the registered
representatives of the Guardian Investor Services Corporation (GISC), a wholly
owned subsidiary of the Company. During 1994, 1993 and 1992 premium and annuity
considerations produced by GISC amounted to $482,872,000, $494,873,000 and
$304,255,000, respectively. The related commissions paid to GISC amounted to
$1,709,799, $1,738,613 and $1,072,198 for 1994, 1993 and 1992, respectively.
The Company has 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 has contributed capital to GREA from time to time
to provide funds for acquisitions and to preserve liquidity. The Company's most
recent contributions to GREA were made in December 1993, July 1994 and October
1994 when $1,800,000, $400,000 and $550,000 respectively were invested. At
December 31, 1994 GIAC maintained 35% ownership of GREA.
A portion of the Company's separate account assets are invested in
affiliated mutual funds. These funds consist of The Guardian Park Avenue Fund,
51
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 -- Continued
The Guardian Bond Fund, The Guardian Stock Fund, and The Guardian Cash Fund.
Each of these funds has an investment advisory agreement with GISC. The
investments as of December 31, 1994 and 1993 are as follows:
1994 1993
---- ----
The Guardian Park Avenue Fund .......... $ 174,246,222 $ 183,000,081
The Guardian Bond Fund ................. 308,983,625 340,247,635
The Guardian Stock Fund ................ 1,038,929,284 869,203,379
The Guardian Cash Fund ................. 386,985,749 310,798,694
-------------- --------------
$1,909,144,880 $1,703,249,789
============== ==============
During November 1990, the Company entered into an agreement with Baillie
Gifford Overseas Ltd. to form a joint venture company -- Guardian Baillie
Gifford Ltd. (GBG) -- which is organized as a corporation in Scotland. GBG is
registered in both the United Kingdom and the United States to act as an
investment adviser for the Baillie Gifford International Fund (the International
Fund) and the Baillie Gifford Emerging Markets Fund (the Emerging Markets Fund).
The Funds are offered in the U.S. as investment options under certain variable
annuity contracts and variable life policies. The amount of the Company's
separate account assets invested in the Funds was $309,678,696 and $186,779,084
as of December 31, 1994 and 1993, respectively.
The Company maintains an investment in an affiliated money market mutual
fund, The Guardian Cash Management Fund, at December 31, 1994 and 1993 this
amounted to $2,492,635 and $2,419,128, respectively.
The Company is billed quarterly by Guardian Life for all compensation and
related employee benefits for those employees of Guardian Life who are engaged
in the Company's business and for the Company's use of Guardian Life's
centralized services and agency force. The amounts charged for these services
amounted to $13,225,062 in 1994, $12,702,470 in 1993, and $9,503,000 in 1992,
and, in the opinion of management, were considered appropriate for the services
rendered.
52
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
The Guardian Insurance & Annuity Company, Inc.
In our opinion, the accompanying balance sheets and the related statements
of operations, of changes in common stock and surplus and of cash flows present
fairly, in all material respects, the financial position of The Guardian
Insurance & Annuity Company, Inc. at December 31, 1994 and 1993, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles (practices prescribed or permitted by insurance regulatory
authorities, see Note 2). 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 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 provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
New York, New York
February 8, 1995
53
<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 following illustrations assume charges and values
which differ according to male or female sex classification. The illustrations
also assume the Policy contains no Additional Coverage Riders and are based on
the following additional assumptions:
1. Policy Illustration #1 is for a Policy issued to a male age 5 in the
standard underwriting class with a Guaranteed Insurance Amount of
$25,000.
2. Policy Illustration #2 is for a Policy issued to a male non-smoker age
35 in the standard underwriting class with a Guaranteed Insurance Amount
of $100,000.
3. Policy Illustration #3 is for a Policy issued to a female non-smoker age
35 in the standard underwriting class with a Guaranteed Insurance Amount
of $100,000.
4. Policy Illustration #4 is for a Policy issued to a male non-smoker age
55 in the preferred underwriting class with a Guaranteed Insurance
Amount of $250,000.
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. The
death benefit and cash value would also differ if any 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 premiums (see "Charges Deducted from
Premiums") and reflect a daily charge assessed against the Account for mortality
and expense risks equivalent to an effective annual charge of .50% at the
beginning of the year. The illustrations assume that the Policy's account value
is allocated equally among the six investment divisions currently available
under the Policy and that Policyowners are not limited to selecting four or
fewer investment options. Thus, the illustrated amounts reflect an average of
the investment advisory fees charged against each of the six Funds and an
average of the actual operating expenses incurred by each of the Funds during
the year ended December 31, 1994. The amounts shown in the tables assume that
the average charges for the Fund's investment advisory fees and expenses (a
total of .75%) will be applied to all monies in the Policy.
The illustrated gross annual investment rates of 0%, 6% and 12% correspond
to approximate net annual rates of -1.25%, 4.72% and 10.69% 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 Income Taxes.")
The second column of each table shows the amount which would accumulate if
an amount equal to the premiums 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, assumed underwriting class, and annual
premium amount requested.
54
<PAGE>
Policy Illustration #1
----------------------
GIAC'S ANNUAL PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Issue Age 5 Standard
$173.75* Annual Premium
Guaranteed Insurance Amount: $25,000
<TABLE>
<CAPTION>
Value of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End Prem. Annual Investment Annual Investment Annual Investment
of Accum. at Return of 0% Return of 6% Return of 12%
Policy Annual Interest of ------------ ------------ -------------
Year Prem. 5% Per Yr. Cash Value Death Ben.** Cash Value Death Ben. Cash Value Death Ben.
---- ----- ---------- ---------- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 174 $ 182 $ 0 $ 25,000 $ 0 $ 25,001 $ 1 $ 25,008
2 174 374 84 25,000 91 25,008 98 25,071
3 174 575 170 25,000 187 25,020 206 25,193
4 174 786 254 25,000 288 25,039 326 25,376
5 174 1,008 340 25,000 396 25,063 461 25,624
6 174 1,241 424 25,000 509 25,093 609 25,940
7 174 1,485 506 25,000 626 25,129 772 26,326
8 174 1,742 586 25,000 747 25,170 951 26,784
9 174 2,012 662 25,000 869 25,216 1,144 27,319
10 174 2,295 733 25,000 994 25,268 1,353 27,930
15 174 3,937 1,034 25,000 1,650 25,591 2,693 32,260
20 174 6,032 1,309 25,000 2,444 26,017 4,824 39,120
30 174 12,121 1,884 25,000 4,749 27,155 14,045 64,087
40 174 22,038 2,337 25,000 8,129 28,632 37,739 113,843
</TABLE>
This illustration assumes no loan has been taken from the Policy.
* Corresponding to semi-annual premiums of $89.48 or quarterly premiums of
$45.64.
** 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 A POLICYOWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT DIVISIONS TO WHICH A POLICYOWNER MAKES
ALLOCATIONS. 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 THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
55
<PAGE>
Policy Illustration #2
----------------------
GIAC'S ANNUAL PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Issue Age 35 Non-Smoker
$1,559.00* Annual Premium
Guaranteed Insurance Amount: $100,000
<TABLE>
<CAPTION>
Value of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End Prem. Annual Investment Annual Investment Annual Investment
of Accum. at Return of 0% Return of 6% Return of 12%
Policy Annual Interest of ------------ ------------ -------------
Year Prem. 5% Per Yr. Cash Value Death Ben.** Cash Value Death Ben. Cash Value Death Ben.
---- ----- ---------- ---------- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,559 $ 1,637 $ 280 $100,000 $ 304 $100,011 $ 328 $100,103
2 1,559 3,356 1,376 100,000 1,491 100,052 1,609 100,491
3 1,559 5,160 2,445 100,000 2,720 100,122 3,012 101,173
4 1,559 7,055 3,489 100,000 3,993 100,221 4,549 102,157
5 1,559 9,045 4,504 100,000 5,308 100,347 6,229 103,453
6 1,559 11,134 5,491 100,000 6,667 100,500 8,067 105,071
7 1,559 13,328 6,446 100,000 8,067 100,678 10,074 107,024
8 1,559 15,631 7,373 100,000 9,513 100,882 12,268 109,324
9 1,559 18,050 8,270 100,000 11,002 101,109 14,664 111,983
10 1,559 20,589 9,137 100,000 12,537 101,361 17,282 115,018
15 1,559 35,323 13,034 100,000 20,927 102,946 34,469 136,433
20 1,559 54,127 16,169 100,000 30,525 105,028 61,011 170,304
30 1,559 108,757 19,868 100,000 52,790 110,432 162,105 291,714
40 1,559 197,743 20,127 100,000 77,409 117,175 382,359 530,229
</TABLE>
This illustration assumes no loan has been taken from the Policy.
* Corresponding to semi-annual premiums of $802.88 or quarterly premiums of
$409.47.
** 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 A POLICYOWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT DIVISIONS TO WHICH A POLICYOWNER MAKES
ALLOCATIONS. 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 THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
56
<PAGE>
Policy Illustration #3
----------------------
GIAC'S ANNUAL PREMIUM VARIABLE LIFE INSURANCE POLICY
Female Issue Age 35 Standard Non-Smoker
$1,282.00* Annual Premium
Guaranteed Insurance Amount: $100,000
<TABLE>
<CAPTION>
Value of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End Prem. Annual Investment Annual Investment Annual Investment
of Accum. at Return of 0% Return of 6% Return of 12%
Policy Annual Interest of ------------ ------------ -------------
Year Prem. 5% Per Yr. Cash Value Death Ben.** Cash Value Death Ben. Cash Value Death Ben.
---- ----- ---------- ---------- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,282 $ 1,346 $ 145 $100,000 $ 159 $100,008 $ 173 $100,072
2 1,282 2,760 1,048 100,000 1,131 100,044 1,217 100,416
3 1,282 4,244 1,929 100,000 2,138 100,109 2,359 101,041
4 1,282 5,802 2,787 100,000 3,179 100,201 3,610 101,954
5 1,282 7,438 3,621 100,000 4,254 100,319 4,976 103,164
6 1,282 9,156 4,429 100,000 5,362 100,462 6,468 104,682
7 1,282 10,960 5,211 100,000 6,503 100,631 8,095 106,517
8 1,282 12,854 5,966 100,000 7,677 100,823 9,870 108,681
9 1,282 14,843 6,700 100,000 8,889 101,038 11,812 111,186
10 1,282 16,931 7,411 100,000 10,141 101,276 13,937 114,048
15 1,282 29,047 10,652 100,000 17,040 102,780 27,955 134,294
20 1,282 44,510 13,367 100,000 25,082 104,764 49,845 166,424
30 1,282 89,433 17,449 100,000 45,353 109,968 137,168 282,230
40 1,282 162,609 19,296 100,000 70,888 116,567 341,058 511,039
</TABLE>
This illustration assumes no loan has been taken from the Policy.
* Corresponding to semi-annual premiums of $660.23 or quarterly premiums of
$336.72.
** 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 A POLICYOWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT DIVISIONS TO WHICH A POLICYOWNER MAKES
ALLOCATIONS. 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 THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
57
<PAGE>
Policy Illustration #4
----------------------
GIAC'S ANNUAL PREMIUM VARIABLE LIFE INSURANCE POLICY
Male Issue Age 55 Preferred Non-Smoker
$8,762.50* Annual Premium
Guaranteed Insurance Amount: $250,000
<TABLE>
<CAPTION>
Value of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End Prem. Annual Investment Annual Investment Annual Investment
of Accum. at Return of 0% Return of 6% Return of 12%
Policy Annual Interest of ------------ ------------ -------------
Year Prem. 5% Per Yr. Cash Value Death Ben.** Cash Value Death Ben. Cash Value Death Ben.
---- ----- ---------- ---------- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 8,763 $ 9,201 $ 2,058 $250,000 $ 2,265 $250,053 $ 2,475 $250,491
2 8,763 18,861 7,833 250,000 8,610 250,193 9,418 251,828
3 8,763 29,005 13,371 250,000 15,076 250,419 16,906 254,030
4 8,763 39,656 18,673 250,000 21,661 250,726 24,986 257,122
5 8,763 50,839 23,746 250,000 28,368 251,113 33,713 261,129
6 8,763 62,582 28,583 250,000 35,186 251,577 43,126 266,082
7 8,763 74,912 33,181 250,000 42,111 252,114 53,278 272,014
8 8,763 87,858 37,526 250,000 49,121 252,723 64,208 278,958
9 8,763 101,451 41,611 250,000 56,198 253,402 75,963 286,953
10 8,763 115,724 45,425 250,000 63,325 254,147 88,588 296,038
15 8,763 198,536 60,713 250,000 99,636 258,789 167,303 359,476
20 8,763 304,227 69,910 250,000 136,193 264,782 279,300 458,621
30 8,763 611,279 71,066 250,000 202,258 279,924 650,103 808,886
40 8,763 1,111,433 62,018 250,000 261,781 298,262 1,370,291 1,489,580
</TABLE>
This illustration assumes no loan has been taken from the Policy.
* Corresponding to semi-annual premiums of $4,512.69 or quarterly premiums of
$2,301.47.
** 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 A POLICYOWNER AND THE
INVESTMENT RESULTS OF THE INVESTMENT DIVISIONS TO WHICH A POLICYOWNER MAKES
ALLOCATIONS. 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 THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
58
<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.
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 58 pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
The signatures.
Written consents of the following persons:
Richard T. Potter, Jr., Esq.
Charles G. Fisher, F.S.A.
Price Waterhouse LLP
II-1
<PAGE>
The following exhibits:
1.A (1) Resolution of the Board of Directors of The Guardian Insurance &
Annuity Company, Inc. establishing The Guardian Separate Account C.*
(2) Not Applicable.
(3) Distributing Contracts:
(a) Distribution and Service Agreement between The Guardian Insurance
& Annuity Company, Inc. and Guardian Investor Services
Corporation.**
(b) (i) Form of Broker-Dealer Supervisory and Service Agreement.*
(ii) Form of Registered Representative's Agreement.*
(c) Schedule of Sales Commissions.**
(4) Not Applicable.
(5) Specimen of Annual Premium Variable Life Insurance Policy.***
(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) Not Applicable.
(10) Form of Application for Annual Premium Variable Life Insurance
Policy.*
(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).***
(12) Undertaking by The Guardian Insurance & Annuity Company, Inc. to
Guarantee Certain Obligations of Guardian Investor Services
Corporation.**
2. See Exhibit 1.A(5).
3.(a)Opinion and Consent of Richard T. Potter, Jr., Esq.+
3.(b)Consent of Richard T. Potter, Jr., Esq.
4. None.
5. Not Applicable.
6. Opinion and Consent of Charles G. Fisher, F.S.A.
7. Consent of Price Waterhouse LLP.
8. Powers of Attorney executed by a majority of the Board of Directors and
certain principal officers of The Guardian Insurance & Annuity Company,
Inc.++
- ----------
* Incorporated by reference to the Form S-6 Registration Statement filed by
Registrant on October 24, 1988 (Reg. No. 33-25153).
** Incorporated by reference to Pre-Effective Amendment No. 1 to the Form S-6
Registration Statement filed by Registrant on January 19, 1989 (Reg. No.
33-25153).
*** Incorporated by reference to Post-Effective Amendment No. 1 to the Form S-6
Registration Statement filed by Registrant on September 18, 1989 (Reg. No.
33-25153).
+ Incorporated by reference to Post-Effective Amendment No. 4 to the Form S-6
Registration Statement filed by Registrant on April 24, 1992 (Reg. No.
33-25153).
++ Incorporated by reference to Post-Effective Amendment No. 3 and
Post-Effective Amendment No. 5 to the Form S-6 Registration Statement filed
by Registrant on April 29, 1991 and April 29, 1993, respectively (Reg. No.
33-25153).
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
The Guardian Separate Account C, certifies that it meets all of the requirements
for effectiveness of this Amendment pursuant to Rule 486(b) and has duly caused
this Post-Effective Amendment No. 7 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 21st day of April, 1995.
The Guardian Separate Account C
(Registrant)
The Guardian Insurance & Annuity Company, Inc.
(Depositor)
By: s/ Thomas R. Hickey, Jr.
-------------------------------
Thomas R. Hickey, Jr.
Vice President, Administration
II-3
<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 date indicated.
s/ Arthur V. Ferrara* Chairman of the Board and Chief
- ----------------------------------- Executive Officer
Arthur V. Ferrara
(Principal Executive Officer)
s/ Frank J. Jones Executive Vice President, Chief
- ----------------------------------- Investment Officer and Director
Frank J. Jones
(Principal Financial Officer)
s/ Charles E. Albers* Vice President, Equity Securities
- -----------------------------------
Charles E. Albers
s/ Edward K. Kane* Senior Vice President, General Counsel
- ----------------------------------- and Director
Edward K. Kane
s/ Frank L. Pepe* Vice President and Controller
- -----------------------------------
Frank L. Pepe
(Principal Accounting Officer)
s/ John M. Smith* Executive Vice President and
- ----------------------------------- Director
John M. Smith
s/ John C. Angle* Director
- -----------------------------------
John C. Angle
s/ George T. Conklin, Jr.* Director
- -----------------------------------
George T. Conklin, Jr.
s/ Philip H. Dutter* Director
- -----------------------------------
Philip H. Dutter
s/ Leo R. Futia* Director
- -----------------------------------
Leo R. Futia
Director
- -----------------------------------
Peter L. Hutchings
s/ Joseph D. Sargent* President and Director
- -----------------------------------
Joseph D. Sargent
s/ William C. Warren* Director
- -----------------------------------
William C. Warren
*By: s/ Thomas R. Hickey, Jr. Date: April 21, 1995
-----------------------------------
Thomas R. Hickey, Jr.
Vice President, Operations
Pursuant to a Power of Attorney
II-4
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT C
EXHIBIT INDEX
Exhibit
Number Description Page*
- ------ ----------- -----
1.A(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. ...
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 ..............................
- ----------
* Page numbers inserted only in manually signed version
filed with the Commission.
Exhibit 1.A(8)
AMENDED AND RESTATED
AGREEMENT FOR SERVICES AND REIMBURSEMENT THEREFOR
This Agreement, dated the 18th of November, 1994, amends and restates
the Agreement for Services and Reimbursement Therefor, dated June 22, 1970,
between THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York Corporation
having its principal place of business at 201 Park Avenue South, New York, New
York 10003 (hereinafter called "GUARDIAN") and THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC., a Delaware Corporation having its principal place of business at
201 Park Avenue South, New York, New York 10003 (hereinafter called "THE
SUBSIDIARY").
WHEREAS, THE SUBSIDIARY is an insurance company wholly owned by
GUARDIAN, and
WHEREAS, THE SUBSIDIARY was organized for the purpose among others of
distributing variable insurance and annuity products which are subject to the
regulation of the Securities and Exchange Commission and whose benefits are
dependent upon the performance of a portfolio of common stocks and other
investments, and
WHEREAS, the net profit or net loss of THE SUBSIDIARY will ultimately
belong to GUARDIAN and the sole owner of the stock;
NOW, THEREFORE, in consideration of the mutual advantages which will
accrue to each of the parties, it is hereby convenanted and agreed as follows:
1. THE SUBSIDIARY will develop and qualify its various products for
sale to the public through those members of the Guardian Field Force and others
as may become eligible to do so.
2. THE SUBSIDIARY will account for and administer its own activities as
an Insurance Company in accordance with the laws of the several states and the
federal laws and regulations of the Securities and Exchange Commission where
applicable.
<PAGE>
3. THE SUBSIDIARY undertakes to follow standards set by GUARDIAN in its
operations.
4. As consideration for this Agreement and in connection with carrying
out the provisions hereof, GUARDIAN agrees to provide office space, furniture,
equipment, heat and light and clerical staff. It is further agreed that GUARDIAN
will pay salaries and provide pension benefits and other employee services
including health care benefits on the same basis for THE SUBSIDIARY's officers
and staff as for regular full-time GUARDIAN employees. In the case of those
individuals not fully occupied in work for THE SUBSIDIARY, the proportion of
salaries and other costs attributable to the individual which should be charged
to THE SUBSIDIARY will be determined by time analysis methods. The total of such
costs incurred and paid by GUARDIAN on behalf of THE SUBSIDIARY will be repaid
by THE SUBSIDIARY to GUARDIAN at quarterly intervals upon demand accompanied by
a detailed statement substantiating the amount claimed. Such costs will be
allocated by GUARDIAN to THE SUBSIDIARY using GUARDIAN's cost accounting system.
Costs will be allocated to THE SUBSIDIARY based upon services provided by
various Departments of GUARDIAN as determined by either the Department's
supervising officer or manager or through an allocation developed by GUARDIAN's
Cost Accounting Department utilizing asset information, head count or overhead
information.
THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
/s/ Frank L. Pepe By /s/ John M. Smith
- ------------------------ ------------------------
Witness
THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA
/s/ Frank L. Pepe By /s/ Peter L. Hutchings
- ------------------------ --------------------------
Witness
Exhibit 3(b)
CONSENT OF COUNSEL
I hereby consent to the reference to my name under the heading "Legal
Matters" in Post-Effective Amendment No. 7 to the Registration Statement on Form
S-6 for The Guardian Separate Account C and to the filing of this consent as an
exhibit to the Registration Statement.
/s/ RICHARD T. POTTER, JR.
----------------------------
Richard T. Potter, Jr.
Counsel
New York, New York
April 21, 1995
Exhibit 6
[LOGO] The Guardian The Guardian
Insurance & Annuity
Company, Inc.
201 Park Avenue South
New York, NY 10003
212/598-8000
April 21, 1995
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 am familiar with and have provided actuarial advice
concerning the following: (a) the preparation of Post-Effective Amendment No. 7
to the Registration Statement for The Guardian Separate Account C (the
"Account") filed on Form S-6 with the Securities and Exchange Commission under
the Securities Act of 1933 (the "Registration Statement"); and (b) the
preparation of the form of annual premium variable life insurance policy (the
"Policy") offered by GIAC and described in the Post-Effective Amendment.
It is my professional opinion that:
1. The "sales load" for Policies issued in the preferred, standard or
substandard classes, whether smoker or non-smoker, complies with paragraph
(c) (4) of Rule 6e-2 under the Investment Company Act of 1940.
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," are consistent with the provisions of the Policy. The rate
structure of the Policy 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 for proposed insureds who are
aged 5, 35 or 55 and in the standard underwriting class than for proposed
insureds who are other ages or in other underwriting classes.
<PAGE>
The Guardian Insurance & Annuity Company, Inc.
April 21, 1995
Page 2
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 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
Exhibit 7(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 7 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated February 10, 1995, relating to the
financial statements of The Guardian Separate Account C and our report dated
February 8, 1995, relating to the financial statements of The Guardian Insurance
& Annuity Company, Inc., which appear in such Registration Statement.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE LLP
New York, NY
April 20, 1995
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1994
<PERIOD-END> Dec-31-1994
<DEBT-HELD-FOR-SALE> 349,574,401
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 9,798,543
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 359,372,944
<CASH> 4,442,493
<RECOVER-REINSURE> 13,163
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 3,846,429,850
<POLICY-LOSSES> 635,882
<UNEARNED-PREMIUMS> 19,693
<POLICY-OTHER> 266,375,506
<POLICY-HOLDER-FUNDS> 57,224,423
<NOTES-PAYABLE> 0
<COMMON> 2,000,000
0
0
<OTHER-SE> 135,580,532
<TOTAL-LIABILITY-AND-EQUITY> 3,846,429,850
756,133,990
<INVESTMENT-INCOME> 27,909,606
<INVESTMENT-GAINS> (2,232)
<OTHER-INCOME> 52,825,281
<BENEFITS> 247,201,716
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 60,706,481
<INCOME-PRETAX> 3,879,784
<INCOME-TAX> 601,468
<INCOME-CONTINUING> 3,278,316
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,276,084
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 293,207
<PROVISION-CURRENT> 3,727,449
<PROVISION-PRIOR> 2,667,399
<PAYMENTS-CURRENT> 3,397,937
<PAYMENTS-PRIOR> 2,419,629
<RESERVE-CLOSE> 635,882
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 2,520,396
<INVESTMENTS-AT-VALUE> 2,580,243
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,580,243
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23,639
<TOTAL-LIABILITIES> 23,639
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 25,516
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,958)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 59,847
<NET-ASSETS> 2,556,604
<DIVIDEND-INCOME> 35,529
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 10,013
<NET-INVESTMENT-INCOME> 25,516
<REALIZED-GAINS-CURRENT> (3,958)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 900,687
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 25,516
<DISTRIBUTIONS-OF-GAINS> 40,887
<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> 10,013
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,013
<AVERAGE-NET-ASSETS> 2,106,261
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (69,414)
<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>
