As filed with the Securities and Exchange Commission on April 28, 1995
Registration No. 33-35696
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Post-Effective Amendment No. 5
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 9
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THE GUARDIAN SEPARATE ACCOUNT D
(Exact name of trust)
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of depositor)
201 Park Avenue South
New York, New York 10003
(Complete address of depositor's principal executive offices)
Depositor's Telephone Number, including Area Code: 212-598-8259
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RICHARD T. POTTER, JR., ESQ.
The Guardian Insurance & Annuity Company, Inc.
201 Park Avenue South
New York, New York 10003
(Name and complete address of agent for service)
Copy to:
STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
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It is proposed that this filing will become effective (check appropriate box):
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ on May 1, 1995 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(i) of Rule 485
/ / on (date) pursuant to paragraph (a)(i) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485.
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The Registrant has registered an indefinite number of its securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. The notice required by such rule for the Registrant's most recent
fiscal year was filed on February 24, 1995.
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<PAGE>
THE GUARDIAN SEPARATE ACCOUNT D
Cross Reference Sheet to Items in
Registration Statement on Form N-4
<TABLE>
<CAPTION>
Form N-4 Item No. Location In Registration Statement
<S> <C> <C>
Part A
Item 1. Cover Page .............................. Cover
Item 2. Definitions ............................. Glossary of Special Terms Used
in This Prospectus
Item 3. Synopsis ................................ Summary of the Contract; Expense
Table
Item 4. Condensed Financial Information ......... Condensed Financial
Information; Performance Results
Item 5. General Description of Registrant,
Depositor and Portfolio Companies ..... Descriptions of GIAC and the
Separate Account; Descriptions
of the Variable Investment
Options; Description of the
Fixed-Rate Option; Voting Rights
Item 6. Deductions .............................. Charges and Deductions
Distribution of the Contract
Item 7. General Description of Variable
Annuity Contracts .................... Description of the Contract
Item 8. Annuity Period .......................... Annuity Period
Item 9. Death Benefit ........................... Not Applicable
Item 10. Purchases and Contract Value ............ Description of the Contract
Item 11. Redemptions ............................. Surrenders and Partial
Withdrawals
Item 12. Taxes ................................... Federal Tax Matters
Item 13. Legal Proceedings ....................... Legal Proceedings
Item 14. Table of Contents of the Statement of
Additional Information ................ Additional Information
Part B
Item 15. Cover Page .............................. Cover Page
Item 16. Table of Contents ....................... Table of Contents
Item 17. General Information and History ......... Not Applicable
Item 18. Services ................................ Services to the Separate Account
Item 19. Purchase of Securities Being Offered .... Valuation of Assets of the
Separate Account;
Transferability Restrictions
Item 20. Underwriters ............................ Services to the Separate Account
Item 21. Calculation of Performance Data ......... Performance Data
Item 22. Annuity Payments ........................ Annuity Payments
Item 23. Financial Statements .................... Financial Statements
Part C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
</TABLE>
<PAGE>
PROSPECTUS
May 1, 1995
GROUP UNALLOCATED DEFERRED VARIABLE ANNUITY CONTRACT
Offered by
The Guardian Insurance & Annuity Company, Inc.
The Group Unallocated Deferred Variable Annuity Contract ("Contract")
described in this Prospectus is issued by The Guardian Insurance & Annuity
Company, Inc. ("GIAC"), and is designed to provide annuity benefits under group
pension and profit sharing plans entitled to favorable federal income tax
treatment under the Internal Revenue Code of 1986 ("Code"), as amended
("qualified retirement plans"), and certain other retirement plans which are not
entitled to such federal income tax benefits ("non-qualified retirement plans")
(collectively referred to as the "Plans"). Generally, for federal income tax
purposes, earnings credited to Contracts issued in connection with non-qualified
retirement plans will be taxed on an annual basis.
The Contract described in this Prospectus is a Flexible Premium Payment
Contract. A minimum initial premium payment of $5,000 is required and the
minimum for subsequent premium payments is $500. The premium payment less any
state or local premium taxes constitute the Net Premium Payment. Net Premium
Payments for the Contract may be allocated in up to six of the allocation
options underlying the Contract. Contract values will accumulate on either a
variable or fixed basis, depending on the options selected. These options
currently consist of the following: (1) shares of The Guardian Stock Fund, The
Guardian Bond Fund, The Guardian Cash Fund, Baillie Gifford International Fund,
Baillie Gifford Emerging Markets Fund, Value Line Strategic Asset Management
Trust, Value Line Centurion Fund and Gabelli Capital Asset Fund (collectively
referred to as the "Funds"); (2) participating interests in The Guardian Real
Estate Account (the "Real Estate Account"); and (3) allocations to the
Fixed-Rate Option. Net Premium Payments and Contract values allocated to any of
the Funds or to the Real Estate Account (collectively referred to as the
"Variable Investment Options") will vary in accordance with the investment
performance of such Variable Investment Options. Net Premium Payments and
Contract values allocated to the Fixed-Rate Option will accumulate on a fixed
basis. The Contractowner bears the investment risk of growth or loss under the
Contract, except to the extent that amounts are allocated to the Fixed-Rate
Option.
This Prospectus sets forth the information that a prospective Contractowner
should know before investing. A Statement of Additional Information concerning
the Contracts and The Guardian Separate Account D (The "Separate Account") is
available for free by writing to GIAC at its Customer Service Office, P.O. Box
26210, Lehigh Valley, Pennsylvania 18002 or by calling 1-800-221-3253. The
Statement of Additional Information, which is also dated May 1, 1995, has been
filed with the Securities and Exchange Commission and is incorporated herein by
reference. The table of contents for the Statement of Additional Information
appears at the end of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR
EACH OF THE FOLLOWING VARIABLE INVESTMENT OPTIONS: THE GUARDIAN STOCK FUND, THE
GUARDIAN BOND FUND, THE GUARDIAN CASH FUND, BAILLIE GIFFORD INTERNATIONAL FUND,
BAILLIE GIFFORD EMERGING MARKETS FUND, VALUE LINE STRATEGIC ASSET MANAGEMENT
TRUST, VALUE LINE CENTURION FUND, GABELLI CAPITAL ASSET FUND, AND THE GUARDIAN
REAL ESTATE ACCOUNT.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
<PAGE>
TABLE OF CONTENTS OF PROSPECTUS
Page
Glossary of Special Terms Used in this Prospectus 3
Summary of the Contract ......................... 4
Expense Table ................................... 6
Condensed Financial Information ................. 8
Descriptions of GIAC and the Separate Account ... 9
Descriptions of the Variable Investment Options . 10
Description of the Fixed-Rate Option ............ 13
Description of the Contract ..................... 14
General Information ......................... 14
Purchasing a Contract ....................... 14
Charges and Deductions ...................... 15
Accumulation Period ......................... 16
Annuity Period .............................. 17
Transfers of Contract Values ................ 19
Surrenders and Partial Withdrawals .......... 20
Other Important Contract Information ........ 22
Performance Results ............................. 23
Federal Tax Matters ............................. 24
Voting Rights ................................... 27
Distribution of the Contract .................... 27
Right to Cancel the Contract .................... 27
Legal Proceedings ............................... 28
Additional Information .......................... 28
The Contract may not be available in all states.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUSES
FOR THE VARIABLE INVESTMENT OPTIONS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
2
<PAGE>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS
Accumulation Period: The period between the issue date of the Contract and the
Annuity Commencement Date of the last annuitizing Participant.
Accumulation Unit: A unit of measure used to determine the value of a
Contractowner's interest under the Contract. The Contract has two types of
Accumulation Units: Variable Accumulation Units and Fixed Accumulation Units.
Accumulation Value: The value of the Contractowner's interest under the Contract
during the Accumulation Period. As each Participant reaches his or her Annuity
Commencement Date, the Accumulation Value is reduced by the value of the
Accumulation Units used by the Contractowner to purchase an Annuity for such
Participant.
Annuitant: The person upon whose life annuity payments are based (normally the
recipient of annuity payments). The Annuitant may also be referred to as the
"Plan Participant" or, simply, the "Participant."
Annuity: A series of periodic payments made during the lifetime of the
Annuitant, with or without payments certain for a fixed period, or for the joint
lifetimes of the Annuitant and another person and thereafter during the lifetime
of the survivor.
Annuity Commencement Date: The date on which Annuity Payments to a Participant
begin pursuant to the terms of the Plan.
Annuity Payments: Periodic payments, either variable or fixed in nature, made by
GIAC to Annuitants at regular intervals following each Annuitant's Annuity
Commencement Date.
Annuity Period: The period during which an Annuitant receives Annuity Payments.
Annuity Unit: A unit of measure used to determine the amount of any variable
Annuity Payments.
Beneficiary: The person to whom benefits may be paid upon the Annuitant's death.
In the event a Beneficiary is not designated, the estate of the Annuitant is the
Beneficiary.
Certificate: A document issued to each Participant upon his or her Annuity
Commencement Date which sets forth the terms of the Annuity Payments and any
other benefits to which the Participant is entitled under the Contract.
Contract Anniversary Date: The annual anniversary measured from the issue date
of the Contract.
Contractowner: The entity designated as the owner in the Contract.
Fixed-Rate Option: A deposit option to which the Contractowner may allocate Net
Premium Payments and Accumulation Values for investment in the general account
of GIAC. GIAC guarantees that the amount deposited will not decline in value and
that interest will be added at a guaranteed rate declared periodically in
advance.
Funds: The eight diversified open-end management investment companies underlying
the Contract. Contractowners may allocate Net Premium Payments and Accumulation
Values to the Funds through the corresponding Investment Divisions of the
Separate Account. The Funds are: The Guardian Stock Fund, The Guardian Bond
Fund, The Guardian Cash Fund, Baillie Gifford International Fund, Baillie
Gifford Emerging Markets Fund, Value Line Strategic Asset Management Trust,
Value Line Centurion Fund and Gabelli Capital Asset Fund.
Investment Division: A division of the Separate Account, the assets of which
consist solely of shares of the corresponding Fund.
Net Premium Payment: A purchase payment or premium paid by the Contractowner to
GIAC in accordance with the Contract, less any applicable premium taxes. The Net
Premium Payment is credited to the Investment Divisions of the Separate Account,
the Real Estate Account and/or the Fixed-Rate Option.
Participant: An eligible employee pursuant to the terms of the Plan under which
the Contract is issued. A Participant may also be referred to as a "Plan
Participant" or "Annuitant".
Plan: The group pension, profit sharing or other group employer sponsored
retirement plan under which the Contract is issued. The Plan may or may not
qualify for Federal tax benefits under the Internal Revenue Code. Any reference
to a Plan includes any Trust established by a Contractowner as a group employer
sponsored retirement plan.
Real Estate Account: A separate account of GIAC to which Contractowners may
allocate Net Premium Payments and Accumulation Values.
Surrender Value: The amount payable to the Contractowner upon termination of the
Contract.
Valuation Period: The period of time from one determination of Accumulation Unit
and Annuity Unit values to the next subsequent determination of these values.
Variable Annuity: An annuity providing for payments that vary in amount to
reflect the investment experience of the Variable Investment Options.
Variable Investment Options: The Funds and the Real Estate Account constitute
the Variable Investment Options (as distinguished from the Fixed-Rate Option)
available under the Contract for allocations of Net Premium Payments,
Accumulation Values and Annuity Unit values.
3
<PAGE>
SUMMARY OF THE CONTRACT
The Contract described in this Prospectus is designed to provide annuity
benefits for the lives of the Participants (Annuitants) pursuant to the Annuity
Payout Option selected and the Plan under which the Contract has been issued.
The Contract provides several underlying allocation options among which the
Contractowner may select to pursue its investment objectives. If an Annuity
Payout Option is selected that provides for monthly payments during the lifetime
of the Annuitant, GIAC promises to make Annuity Payments continuously for the
life of each Annuitant under the Contract even if such Annuitant outlives the
life expectancy used in computing his or her Annuity. While GIAC is obligated to
make Annuity Payments regardless of the longevity of the Annuitants under the
Plan, the amount of variable Annuity Payments is not guaranteed. With respect to
amounts attributable to the Variable Investment Options, no assurance can be
given that the value of the Contract, or the aggregate value of the Accumulation
Units used to purchase Annuities on behalf of Plan Participants under the
Contract, will equal or exceed the payments allocated to such Variable
Investment Options.
GIAC provides for variable and fixed accumulations and benefits under the
Contract by crediting the Net Premium Payments to as many as six of the Variable
Investment Options or five Variable Investment Options and the Fixed-Rate
Option, as selected by the Contractowner. (See "Descriptions of the Variable
Investment Options," page 10, and "Description of the Fixed-Rate Option," page
13.) To the extent the Contractowner has allocated values to one or more of the
Variable Investment Options, the Contract value and the amount accumulated to
purchase Annuities on behalf of Plan Participants will depend upon the
investment performance of the Variable Investment Options. Amounts allocated to
the Fixed-Rate Option will accrue interest at a rate not less than the
guaranteed minimum interest rate specified in the Contract. (See "Accumulation
Period," page 16, and "Annuity Period," page 17.) The investment risk under the
Contract is borne by the Contractowner during the Accumulation Period except to
the extent that Accumulation Values are allocated to the Fixed-Rate Option where
the investment risk is borne by GIAC. The investment risk of gain or loss under
the Contract is borne by the Annuitant during the Annuity Period if values are
then allocated to the Variable Investment Options.
Contract values may be transferred among the Investment Divisions of the
Separate Account are permitted by the Contractowner with respect to the
Accumulation Value under the Contract and by each Annuitant with respect to
amounts held under a Certificate, subject to certain terms and conditions and in
accordance with the Plan. Certain restrictions apply to transfers to or from the
Real Estate Account and the Fixed-Rate Option. (See "Transfers of Contract
Values," page 19.)
If permitted by the Plan, a Participant may elect to have Annuity Payments
made under any one of the variable and/or fixed Annuity Payout Options specified
in the Contract. If the Plan does not permit the Participant to select an
Annuity Payout Option, Annuity Payments will be made pursuant to the option
known as "Life Annuity with 10-year Guaranteed Period." (See "Annuity Payout
Options," page 18.)
The Contract contains the following additional features which are described
in more detail in this Prospectus:
(1) No sales charges are deducted from Contract payments. However, if part
or all of the Accumulation Value is withdrawn during certain periods
of time following the payment of premiums, GIAC will deduct from such
Accumulation Value a contingent deferred sales charge of 6.0%. A
penalty tax may be imposed on all or a portion of such withdrawals.
(See "Charges and Deductions," page 15, "Surrenders and Partial
Withdrawals," page 20, and "Federal Tax Matters," page 24.)
(2) Charges for the assumption by GIAC of the mortality and expense risks
under the Contract, the administrative expenses incurred by GIAC and
state premium taxes, if any, are deducted from the Accumulation Value.
4
<PAGE>
(See "Charges and Deductions," page 15.) In addition, the Funds and
the Real Estate Account impose certain charges against their
respective assets. (See the applicable Fund prospectus or Real Estate
Account prospectus for information about these charges.)
(3) In certain states, the Contractowner may cancel a Contract no later
than ten (10) days after receiving it by returning the Contract along
with written notice of cancellation to GIAC. Longer periods may apply
in some states. (See "Right to Cancel the Contract," page 27.)
Certain federal income tax advantages are currently available for a
Contract issued in connection with a retirement Plan which qualifies under
Section 401 of the Code. The Contract is also available in connection with
deferred compensation plans of state and municipal governments and of tax-exempt
employers under Section 457 of the Code. The Contract is offered in connection
with other deferred compensation arrangements under which the Contract may not
qualify as an annuity for Federal income tax purposes. (See "Federal Tax
Matters," page 24.)
5
<PAGE>
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EXPENSE TABLE
- --------------------------------------------------------------------------------
CONTRACTOWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases: .......................... None
Exchange Fee: ............................................... None
Contingent Deferred Sales Charge:
This charge will be the lesser of:*
(a) 6% of the total payments made during the 84 months
immediately preceding the date of withdrawal, or
(b) 6% of the amount being withdrawn.
Annual Contract Administration Fee .......................... $35.00
Separate Account Level Annual Expenses (as a percentage
of daily net asset value):
Mortality and Expense Risk Charge ......................... 1.15%
Account Fees and Expenses ................................. 0%
----
Total Separate Account Annual Expenses .................. 1.15%
Investment Division Level Annual Expenses***
(as a percentage of average net expenses)
Total Fund
Management Other Operating
Fees Expenses Expenses
---------- -------- ----------
The Guardian Cash Fund .................... .50% .04% .54%
The Guardian Bond Fund .................... .50% .04% .54%
The Guardian Stock Fund ................... .50% .03% .53%
Baillie Gifford International Fund ........ .80% .23% 1.03%
Baillie Gifford Emerging Markets Fund ..... 1.00% .90% 1.90%
Value Line Centurion Fund ................. .50% .11% .61%
Value Line Strategic Asset
Management Trust ........................ .50% .10% .60%
Gabelli Capital Asset Fund ................ 1.00% .20% 1.20%
- --------------------------------------------------------------------------------
* After the first Contract year, 10% of the Accumulation Value as of the
first withdrawal in a Contract year or 10% of the total premium paid under
the Contract in the last 84 months immediately preceding the date of
withdrawal, whichever is greater, can be withdrawn annually without charge.
The maximum amount of this charge during the 84 months immediately
preceding the date of withdrawal will not exceed 6% of the total of
payments made during such period.
** Except as noted below, these percentages reflect the actual fees and
expenses incurred by each Fund during the year ended December 31, 1993. The
percentages for Value Line Centurion Fund and Value Line Strategic Asset
Management Trust have been restated to reflect the estimated annual effects
of expense reimbursement arrangements which became effective on May 1,
1993, pursuant to which each of these Funds reimburses GIAC for certain
administrative and shareholder servicing expenses incurred by GIAC on their
behalf.
*** These percentages reflect the actual fees and expenses incurred by each
Fund during the year ended December 31, 1994 except for the percentages for
Baillie Gifford Emerging Markets Fund and Gabelli Capital Asset Fund, which
are estimated. The percentages for Value Line Centurion Fund and Value Line
Strategic Asset Management Trust include the effects of expense
reimbursement arrangements pursuant to which each of these Funds reimburses
GIAC for certain administrative and shareholder servicing expenses incurred
by GIAC on their behalf.
- --------------------------------------------------------------------------------
6
<PAGE>
The table on the preceding page is designed to assist the Contractowner in
understanding the various costs and expenses of the Separate Account and its
underlying Funds. (See "Charges and Deductions" and see the accompanying Fund
prospectuses for a more complete description of the various costs and expenses.)
The table does not reflect costs and expenses of the Real Estate Account.
Comparison of Contract Expenses Among Underlying Funds
<TABLE>
<CAPTION>
Hypotheticals
- -------------------------------------------------------------------------------------------------------------------------------
If the Contractowner surrenders If the Contractowner does not
the Contract at the end of the surrender the Contract:
applicable time period:
The following expenses would be The following expenses would be
imposed on a $1,000 investment, imposed on a $1,000 investment,
assuming 5% annual return on assets: assuming 5% annual return on assets:
--------------------------------------- ---------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
THE GUARDIAN CASH FUND $ 78 $116 $156 $208 $ 18 $ 56 $ 96 $208
- -------------------------------------------------------------------------------------------------------------------------------
THE GUARDIAN BOND FUND $ 78 $116 $156 $208 $ 18 $ 56 $ 96 $208
- -------------------------------------------------------------------------------------------------------------------------------
THE GUARDIAN STOCK FUND $ 78 $115 $155 $207 $ 18 $ 55 $ 95 $207
- -------------------------------------------------------------------------------------------------------------------------------
BAILLIE GIFFORD INTERNATIONAL
FUND $ 83 $131 $182 $262 $ 23 $ 71 $122 $262
- -------------------------------------------------------------------------------------------------------------------------------
BAILLIE GIFFORD EMERGING
MARKETS FUND $ 92 $159 -- -- $ 32 $ 99 -- --
- -------------------------------------------------------------------------------------------------------------------------------
VALUE LINE CENTURION FUND $ 79 $118 $160 $216 $ 19 $ 58 $100 $216
- -------------------------------------------------------------------------------------------------------------------------------
VALUE LINE STRATEGIC ASSET
MANAGEMENT TRUST $ 79 $118 $159 $215 $ 19 $ 58 $ 99 $215
- -------------------------------------------------------------------------------------------------------------------------------
GABELLI CAPITAL ASSET FUND $ 85 $137 -- -- $ 25 $ 77 -- --
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This expense comparison assumes that the expenses reported in the expense
table on the foregoing page will be the expenses incurred during the periods
shown above. This comparison is not a representation of past or future expenses.
Actual expenses may be higher or lower than those shown. The effect of the
annual contract fee was calculated by: (1) dividing the total amount of such
fees for the year ended December 31, 1994 by the total average net assets for
such year; (2) adding this percentage to annual expenses; and (3) calculating
the dollar amounts. Premium taxes ranging from approximately 0.50% to 3.5% are
currently imposed by certain states, counties and municipalities on premium
payments made under the Contracts. Where applicable, such taxes reduce the
amount of each premium payment available for allocation under the Contracts. See
"Charges and Deductions -- Premium Taxes."
7
<PAGE>
CONDENSED FINANCIAL INFORMATION
The following condensed financial information is derived from the financial
statements of the Separate Account which were audited by Price Waterhouse LLP,
independent accountants, for the years ended December 31, 1994, 1993 and 1992
and by other independent auditors for the prior periods listed. The data should
be read in conjunction with the financial statements, related notes and other
financial information from the Separate Account's 1994 Annual Report to
Contractowners which are incorporated by reference into the Statement of
Additional Information. A copy of the 1994 Annual Report to Contractowners and
the Statement of Additional Information may be obtained by calling or writing
GIAC's Customer Service Office. The address and phone number appear on the cover
of this Prospectus.
Selected data for accumulation units of the Separate Account outstanding at
the end of each period:
<TABLE>
<CAPTION>
TAX QUALIFIED AND NON-TAX QUALIFIED
-----------------------------------
Period from
January 16, 1990*
Variable Accumulation Unit Year Ended December 31, to December 31,
Value at Beginning of Period: 1994 1993 1992 1991 1990
- ---------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
The Guardian Cash Fund ................. $11.506661 $11.340994 $11.115363 $10.648908 $10.00
The Guardian Stock Fund ................ 16.762756 14.136306 11.910247 8.862117 10.00
The Guardian Bond Fund ................. 14.148558 13.029142 12.238317 10.655367 10.00
Baillie Gifford International Fund ..... 12.802570 9.662405 10.739267 10.00** N/A
Baillie Gifford Emerging Markets
Fund ................................. 10.00+ N/A N/A N/A N/A
Value Line Centurion Fund .............. 18.098849 16.765815 16.012030 10.643745 10.00
Value Line Strategic Asset Management
Trust ................................ 18.163921 16.427405 14.444559 10.194445 10.00
<CAPTION>
Variable Accumulation Unit
Value at End of Period:
- ----------------------------------------
<S> <C> <C> <C> <C> <C>
The Guardian Cash Fund ................. $11.808794 $11.506661 $11.340994 $11.115363 $10.648908
The Guardian Stock Fund ................ 16.358812 16.762756 14.136306 11.910247 8.862117
The Guardian Bond Fund ................. 13.502913 14.148558 13.029142 12.238317 10.655367
Baillie Gifford International Fund ..... 12.765807 12.802570 9.662405 10.739267 N/A
Baillie Gifford Emerging Markets
Fund ................................. 8.782325+ N/A N/A N/A N/A
Value Line Centurion Fund .............. 17.494618 18.098849 16.765815 16.012030 10.643745
Value Line Strategic Asset Management
Trust ................................ 17.078883 18.163921 16.427405 14.444559 10.194445
<CAPTION>
TAX QUALIFIED
-------------
Period from
January 16, 1990*
Number of Variable Accumulation Year Ended December 31, to December 31,
Units Outstanding at End of Period: 1994 1993 1992 1991 1990
- ---------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
The Guardian Cash Fund ................. $ 6,899,486 4,605,152 4,598,975 3,653,165 1,700,209
The Guardian Stock Fund ................ 18,824,239 12,501,820 6,559,579 3,290,347 1,187,543
The Guardian Bond Fund ................. 6,312,515 6,016,214 4,175,926 2,017,037 577,640
Baillie Gifford International Fund ..... 7,632,246 3,944,746 1,571,181 732,319 N/A
Baillie Gifford Emerging Markets
Fund ................................. 248,098+ N/A N/A N/A N/A
Value Line Centurion Fund .............. 4,045,695 3,406,565 2,515,056 1,302,089 222,225
Value Line Strategic Asset Management
Trust ................................ 15,618,595 12,594,766 7,568,013 3,081,311 800,545
<CAPTION>
NON-TAX QUALIFIED
-----------------
Period from
January 16, 1990*
Number of Variable Accumulation Year Ended December 31, to December 31,
Units Outstanding at End of Period: 1994 1993 1992 1991 1990
- ---------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
The Guardian Cash Fund ................. $ 8,107,403 5,394,541 3,895,295 3,061,803 1,672,889
The Guardian Stock Fund ................ 16,594,903 12,589,044 6,112,466 3,294,032 1,399,202
The Guardian Bond Fund ................. 5,358,555 5,776,313 4,257,072 2,194,420 711,186
Baillie Gifford International Fund ..... 7,442,570 4,620,707 1,499,668 582,292 N/A
Baillie Gifford Emerging Markets
Fund ................................. 358,340+ N/A N/A N/A N/A
Value Line Centurion Fund .............. 4,263,710 4,010,263 3,147,495 1,948,573 284,113
Value Line Strategic Asset Management
Trust ................................ 11,773,225 10,438,598 5,611,106 2,135,711 413,038
</TABLE>
* Commencement of operations. Although the Separate Account commenced
operations on January 16, 1990, the Contract offered by this Prospectus was
not available until September 24, 1990. The Variable Accumulation Unit
Values on September 24, 1990 were as follows: Cash Fund -- $10.467331;
Stock Fund -- $8.613464; Bond Fund -- $10.192290; Centurion Fund --
$9.564981; Strategic Trust -- $9.195635.
** Commencing February 8, 1991.
+ Commencing October 17, 1994.
8
<PAGE>
DESCRIPTIONS OF GIAC AND THE SEPARATE ACCOUNT
GIAC
The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a stock life
insurance company incorporated in the State of Delaware in 1970. GIAC is the
issuer of the Contract offered under this Prospectus. GIAC is licensed to
conduct an insurance business in all 50 states and the District of Columbia and
had total assets of over $3.8 billion as of December 31, 1994. GIAC's Executive
Office is located at 201 Park Avenue South, New York, New York 10003. The
address of GIAC's Customer Service Office for these Contracts is P.O. Box 26210,
Lehigh Valley, Pennsylvania 18002.
GIAC is wholly owned by The Guardian Life Insurance Company of America
("Guardian Life"), a mutual life insurance company organized in the State of New
York in 1860. As of December 31, 1994, Guardian Life had total assets in excess
of $9.8 billion. Guardian Life is not the issuer of the Contracts offered under
this Prospectus and does not guarantee the benefits provided therein.
GIAC's financial statements appear in the Statement of Additional
Information.
The Separate Account
GIAC established the Separate Account in August 1989. The Separate Account
is registered as a unit investment trust under the Investment Company Act of
1940, as amended (the "1940 Act"), and meets the definition of "separate
account" under the Federal securities laws. The Separate Account receives and
invests payments from Contractowners and owners of certain individual deferred
variable annuity contracts issued by GIAC. In addition, the Separate Account may
receive and invest payments for other variable annuity contracts offered by
GIAC.
There are eight Investment Divisions (which correspond to the eight Funds)
available for allocations of Net Premium Payments and Accumulation Values under
the Contracts. Each Investment Division invests in a specific underlying Fund
and thus reflects that Fund's investment performance. Each such Investment
Division is available for allocations under tax qualified or non-tax qualified
Plans. GIAC is the record owner of all of the Fund shares held by each
Investment Division but passes through the voting rights in such shares. (See
"Voting Rights.")
Each Investment Division is administered and accounted for as part of the
general business of GIAC. Under Delaware law, the income and capital gains or
capital losses of each Investment Division are credited to or charged against
the assets held in that Division in accordance with the terms of each Contract,
without regard to other income, capital gains or capital losses of the other
Investment Divisions. The obligations arising under the Contracts are
obligations of GIAC. The assets of the Separate Account are not chargeable with
liabilities arising out of any other business GIAC may conduct. (See "Federal
Tax Matters.")
Assets of the Separate Account attributable to a Contract are invested in
shares of up to six of the Funds as selected by the Contractowner or Annuitant.
Selecting the Fixed-Rate Option or the Real Estate Account reduces the number of
Funds which may be selected for allocation of Net Premium Payments and
Accumulation Values. No sales charges are assessed against premium payments
invested in the Funds under the Contract. Transfers among the Investment
Divisions may currently be effected without fee, penalty or other charge by
notifying GIAC's Customer Service Office in writing or by telephone. (See
"Transfers of Contract Values.")
All dividends and capital gains distributions received from a Fund are
reinvested in such Fund's shares at net asset value and retained as assets of
the Separate Account through allocation to the applicable Investment Division.
Fund shares will be redeemed by GIAC at their net asset value to the extent
necessary to purchase Annuities or to make other payments under the Contract.
9
<PAGE>
GIAC retains the right, subject to applicable law, to (1) deregister the
Separate Account under the 1940 Act; (2) operate the Separate Account as a
management investment company or any other form permitted by law; (3) combine
any two or more separate accounts or Investment Divisions; (4) transfer the
assets of the Separate Account or the Real Estate Account to another separate
account; and (5) modify the Contracts as necessary to preserve the favorable tax
treatment accorded to them under the Code, including modifications designed to
prevent the Contractowner from being considered the owner of the assets of the
Separate Account, the Real Estate Account or the Fixed-Rate Option and,
consequently, to be subject to taxation.
DESCRIPTIONS OF THE VARIABLE INVESTMENT OPTIONS
The Funds
Each Fund has a different investment objective which it tries to achieve
by following specified investment policies. The objective and policies of each
Fund will affect its potential returns and its risks. There is no guarantee that
a Fund will achieve its investment objective. The following chart states the
investment objective and lists typical portfolio investments of each Fund
currently available through the Separate Account.
Each of the Funds is an open-end diversified management investment
company, and is registered with the SEC under the 1940 Act. Such registration
does not involve any supervision by the SEC of the investment management or
policies of the Funds. The Funds do not impose a sales charge or "load" for
buying and selling their shares, so GIAC buys and sells shares at net asset
value in response to Contractowner-requested and other Contract transactions.
All of the Funds are also available under other variable annuity contracts
funded by the Separate Account. Certain of the Funds are available under other
separate accounts supporting certain GIAC variable annuity contracts and
variable life insurance policies. Although GIAC does not anticipate any inherent
difficulties in offering these Funds to more than one separate account, 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. While each Fund's Board of Directors intends to monitor
events in order to identify and, if deemed necessary, act upon any material
irreconcilable conflicts that may possibly arise, GIAC may also take action to
protect Contractowners. See the accompanying prospectuses for the Funds for more
information regarding such possible conflicts of interest.
<TABLE>
<CAPTION>
FUND INVESTMENT OBJECTIVE(S) TYPICAL INVESTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
The Guardian Stock Fund Long-term growth of capital U.S. common stocks and convertible securities
- ------------------------------------------------------------------------------------------------------------------------------------
The Guardian Bond Fund Maximum income without undue Investment grade debt obligations and U.S.
risk of principal; capital government securities, including mortgage-backed
appreciation as a secondary objective securities
- ------------------------------------------------------------------------------------------------------------------------------------
The Guardian Cash Fund High level of current income Money market instruments
consistent with liquidity and
preservation of capital
- ------------------------------------------------------------------------------------------------------------------------------------
Baillie Gifford International Fund Long-term capital appreciation Common stocks and convertible securities issued by
foreign companies
- ------------------------------------------------------------------------------------------------------------------------------------
Baillie Gifford Emerging Markets Fund Long-term capital appreciation Common stocks and convertible securities issued by
companies that are organized in, generally operate
in or which principally sell their securities in
emerging market countries
- ------------------------------------------------------------------------------------------------------------------------------------
Value Line Centurion Fund Long-term growth of capital U.S. common stocks ranked 1 or 2 by the Value Line
Ranking System*
- ------------------------------------------------------------------------------------------------------------------------------------
Value Line Strategic Asset High total investment return U.S. common stocks ranked 1 or 2 by the Value Line
Management Trust (current income and capital Ranking System,* bonds and money market instruments
appreciation) consistent with
reasonable risk
- ------------------------------------------------------------------------------------------------------------------------------------
Gabelli Capital Asset Fund Growth of capital; current U.S. common stocks and convertible securities
income as a secondary objective
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Certain of the Funds may not be available in all States.
- ----------
* The Value Line Ranking System has been used substantially in its present
form since 1965. The System ranks stocks on a scale of 1 (highest) to 5
(lowest) for year-ahead relative performance (timeliness).
10
<PAGE>
GIAC retains the right, subject to any applicable law, to make additions
to, deletions from, or substitutions for, the Fund shares held by any Investment
Division. GIAC reserves the right to eliminate the shares of any of the Funds
and to substitute shares on another Fund, or of another registered open-end
management investment company, if: (1) the shares of the Fund are no longer
available for investment; (2) in GIAC's view it has become inappropriate to
continue investing in the Fund's shares. To the extent required by the 1940 Act,
substitutions of shares attributable to a Contractowner's interest in an
Investment Division will not be made until the Contractowner has been notified
of the change.
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.
The Funds' Investment Advisers
The Guardian Stock Fund, The Guardian Bond Fund and The Guardian Cash Fund
are advised by GISC, 201 Park Avenue South, New York, New York 10003. GISC is
registered as an investment adviser under the Investment Advisers Act of 1940
(the "Advisers Act"). GISC is wholly owned by GIAC. Each of these Funds pays
GISC an investment advisory fee at an annual rate of 0.50% of the fund's average
daily net assets for the services and facilities GISC provides to the fund. GISC
also serves as the manager of Gabelli Capital Asset Fund, as the investment
adviser of five of the six series comprising The Park Avenue Portfolio, a family
of mutual funds, and as co-adviser of The Real Estate Account.
The Baillie Gifford International Fund (the "International Fund") and
Baillie Gifford Emerging Markets Fund (the "Emerging Markets Fund") are advised
by Guardian Baillie Gifford Limited ("GBG"), 1 Rutland Court, Edinburgh, EH3
8EY, Scotland. GBG is registered as an investment adviser under the Advisers Act
and is a member of Great Britain's Investment Management Regulatory Organization
Limited ("IMRO"). GBG was incorporated in Scotland in November 1990 and is
wholly owned by GIAC (51%) and Baillie Gifford Overseas Limited ("BG Overseas")
(49%). Since February 1993, GBG has also served as the investment adviser of one
of the six series comprising The Park Avenue Portfolio. GBG receives an
investment advisory fee at an annual rate of 0.80% of the average daily net
assets of the International Fund and 1.00% of the average daily net assets of
the Emerging Markets Fund for the services and facilities GBG provides to the
Funds.
GBG has appointed BG Overseas to serve as sub-investment adviser to the
International Fund and the Emerging Markets Fund. Like GBG, BG Overseas is
located at 1 Rutland Court, Edinburgh, EH3 8EY, Scotland. BG Overseas is also
registered under the Advisers Act and is a member of IMRO. BG Overseas is wholly
owned by Baillie Gifford & Co., which is currently one of the largest investment
management partnerships in the United Kingdom. BG Overseas advises several
institutional clients situated outside of the United Kingdom, and is also the
sub-investment adviser to the series of The Park Avenue Portfolio that is
advised by GBG. One half of the investment advisory fee paid by the Funds to GBG
is payable by GBG to BG Overseas for its services as these funds' sub-investment
adviser. No separate or additional fee is paid by these funds to BG Overseas.
Value Line Strategic Asset Management Trust and Value Line Centurion Fund
are advised by Value Line, Inc. ("Value Line"), 220 East 42nd Street, New York,
New York 10017. Value Line is registered as an investment adviser under the
Advisers Act. Each of the Value Line Funds pays Value Line an investment
advisory fee at an annual rate of 0.50% of the Fund's average daily net assets
for the services and facilities Value Line provides to these Funds. Each of the
Value Line Funds reimburses GIAC for certain administrative and shareholder
servicing expenses incurred by GIAC on their behalf. Value Line also serves as
the investment adviser to its own family of mutual funds and publishes The Value
Line Investment Survey and The Value Line Mutual Fund Survey.
11
<PAGE>
Gabelli Capital Asset Fund is managed by GISC, which has appointed Gabelli
Funds, Inc. ("GFI") as the investment adviser to the Fund. GFI is located at One
Corporate Center, Rye, New York 10580, and is registered as an investment
adviser under the Advisers Act. The Fund pays GISC a management fee at an annual
rate of 1.00% of its average daily net assets for services and facilities which
GISC provides to the Fund. For its services as investment adviser, GISC pays GFI
.75% of the management fee which GISC receives from the Fund. No separate or
additional fee is paid by the Fund to GFI. GFI also serves as investment adviser
to 12 other open-end mutual funds and 2 closed-end mutual funds.
The Guardian Real Estate Account
The Real Estate Account is a separate account of GIAC that pursues its
objective by primarily investing in commercial real estate (such as office
buildings, shopping centers or industrial properties), mortgage loans and other
real estate-related investments, including purchase-leaseback transactions. The
Real Estate Account seeks to: (1) preserve and protect its capital; (2) provide
for the compounding of income by reinvesting cash flow from investments; and (3)
provide for increases over time in the amount of such income through
appreciation in the value of its assets. There is no assurance that sufficient
suitable investments will be found for the Real Estate Account or that the Real
Estate Account's objectives will be attained.
The real estate-related investments of the Real Estate Account are
primarily managed on behalf of GIAC by O'Connor Realty Advisors Incorporated
("O'Connor Realty"), a wholly owned subsidiary of The O'Connor Group. The Real
Estate Account pays O'Connor Realty an investment management fee at an annual
rate of 1.0% of the average daily value of the real estate-related assets which
O'Connor Realty manages.
GISC manages the Real Estate Account's investments in short- and
medium-term debt instruments. The Real Estate Account pays GISC an investment
management fee at an annual rate of 0.50% per year of the average daily value of
these liquid assets. (See the accompanying prospectus for the Real Estate
Account.)
Investment in the Real Estate Account involves significant risks. These
include the risk of fluctuating real estate values, the risk that the Real
Estate Account will not achieve sufficient geographic and functional
diversification to protect it against possible adverse performance by certain of
its real estate-related investments, and the risk that the appraised or
estimated values of the Real Estate Account's investments will not be realized
upon their disposition. Presently, the Real Estate Account owns real properties
in a limited number of geographic locations, which places it at a greater risk
of being adversely affected by fluctuating property values than an account which
has acquired properties in a greater number of geographic locations. The Real
Estate Account's real estate-related investments will generally not be quickly
convertible into cash on commercially reasonable terms. Accordingly, the Real
Estate Account should be viewed only as a long-term allocation option. GIAC has
also generally reserved the right to defer payment, for a period of up to six
months, of any Contract benefits which are funded by the Real Estate Account. In
addition, there are certain limitations on Contractowner transfers of the
Accumulation or Annuity Value out of the Real Estate Account (see "Description
of the Contract -- Transfers of Contract Values"). Potential investors are
advised to consider these risks before allocating Net Premium Payments and
Contract values to the Real Estate Account.
The Real Estate Account is also available for investment under certain
other variable annuity contracts and variable life insurance policies issued by
GIAC.
The accompanying prospectus for the Real Estate Account includes its
financial statements and provides more complete information about its charges
and expenses, investment objectives, policies and restrictions. The Real Estate
Account is not subject to the requirements of the 1940 Act and may not be
12
<PAGE>
available for allocation in all states in which the Contract is available. Read
the prospectus carefully before investing.
DESCRIPTION OF THE FIXED-RATE OPTION
That portion of each Contract relating to the Fixed-Rate Option, is not
registered under the Securities Act of 1933 ("1933 Act") and the Fixed-Rate
Option is not registered as an investment company under the 1940 Act.
Accordingly, neither the Fixed-Rate Option nor any interests therein are subject
to the provisions or restrictions of the 1933 Act or the 1940 Act. However, the
following disclosure about the Fixed-Rate Option may be subject to certain
generally applicable provisions of the federal securities laws regarding the
accuracy and completeness of statements not in prospectuses. The Fixed-Rate
Option may not be available for allocation in all states in which the Contract
is available.
General Information
The Contract permits the Contractowner to allocate all or a portion of any
Net Premium Payment and to transfer all or a portion of the Accumulation Value
under the Contract to the Fixed-Rate Option. An Annuitant may not allocate
amounts held under a Certificate to the Fixed-Rate Option. GIAC guarantees that
amounts invested under the Fixed-Rate Option will accrue interest daily at an
effective annual rate of at least 3.5% (the "guaranteed minimum interest rate").
GIAC may also credit interest at a rate in excess of 3.5% (the "excess interest
rate"), but is under no obligation to do so. Any excess interest rate will be
determined at the sole discretion of GIAC and may be changed by GIAC from time
to time and without notice. The Contractowner assumes the risk that interest
credited on any portion of the Accumulation Value in the Fixed-Rate Option may
not exceed the guaranteed minimum interest rate (3.5%) for any given year.
There is no specific formula for the determination of whether to credit
excess interest or the rate thereof. However, some of the factors that GIAC may
consider are general economic trends, rates of return currently available and
anticipated on GIAC's general account investments, regulatory and tax
requirements and competitive factors. GIAC is aware of no statutory limitations
on the maximum amount of interest it may credit, and the Board of Directors of
GIAC has set no limitations.
The amounts credited to the Fixed-Rate Option become part of the general
assets of GIAC and are segregated from those allocated to any separate account
of GIAC. GIAC invests the assets of the Fixed-Rate Option in those assets chosen
by GIAC and allowed by applicable law. The allocation of any amounts to the
Fixed-Rate Option does not entitle a Contractowner to share in the investment
experience of those assets.
The interest rate initially credited to Contract payments or transfers by
the Contractowner to the Fixed-Rate Option will be the rate in effect on the
date such amounts are so allocated. Each such payment or transfer will continue
to receive the rate of interest initially credited until the next Contract
Anniversary Date.
For a description of certain restrictions which apply to transfers to and
from the Fixed Rate Option, see "Description of the Contract -- Transfers of
Contract Values."
Renewal Rate and Bailout Provision
On the Contract Anniversary Date, all payments and transfers allocated to
the Fixed-Rate Option during the prior Contract year, together with all interest
earnings and amounts previously allocated by the Contractowner to the Fixed-Rate
Option, will be credited with the rate of interest in effect on that date (the
"renewal rate"). Such renewal rate will be guaranteed with respect to these
amounts until the next Contract Anniversary Date. If the renewal rate (a) is
more than three (3) percentage points below the interest rate credited for the
immediately preceding Contract year, or (b) falls below the minimum bailout
13
<PAGE>
rate specified in the Contract (where approved by the applicable state insurance
departments), a Contractowner may withdraw all or a portion of the amount which
has been held in the Fixed-Rate Option for one year or more without imposition
of a contingent deferred sales charge. Such withdrawal request must be in
writing and received by GIAC at its Customer Service Office within 60 days of
the Contract Anniversary Date. (See "Surrenders and Partial Withdrawals.")
DESCRIPTION OF THE CONTRACT
This section of the Prospectus highlights the more significant provisions
of the Contract. The information included in this section generally describes,
among other things, the benefits, charges, rights and privileges under the
Contract. These descriptions are qualified by reference to a specimen of the
Contract which has been filed as an exhibit to the registration statement for
the Separate Account. The provisions of the Contract may vary slightly from
state to state due to variations in state regulatory requirements.
General Information
The Contract is designed to enable a Contractowner to purchase an Annuity
on behalf of Plan Participants who will be entitled to receive payments on a
fixed and/or variable basis, at some later date, pursuant to the terms of the
Plan. The Contract is primarily designed for use with several types of tax
qualified plans, including private retirement plans established by corporate
employers under Section 401 and public employee deferred compensation plans
under Section 457 of the Code as well as other plans which do not receive
favorable tax treatment. The provisions of the Plan should be referred to in
connection with the description of the Contract contained in this Prospectus.
The Contract offered by this Prospectus is a Flexible Premium Payment
Contract under which Annuity Payments to Plan Participants will begin at
selected future dates on a basis which is elected by the Contractowner in
accordance with the Plan. A minimum premium payment of $5,000 is required with
additional payments of at least $500 accepted. The aggregate of premium payments
made in any Contract year may not exceed $100,000 without GIAC's written
consent. Subject to these restrictions, the amount and frequency of the premium
payments made by the Contractowner may vary pursuant to the terms of the
applicable Plan.
The variable annuity payments provided by the Contract are funded through
investments in the Separate Account and the Real Estate Account. Information
regarding the Investment Divisions of the Separate Account and the Real Estate
Account is contained in the sections entitled "Descriptions of GIAC and the
Separate Account," and "Descriptions of the Variable Investment Options."
Purchasing a Contract
Entities wishing to purchase a Contract must complete an application and
send it with an initial premium payment to The Guardian Insurance & Annuity
Company, Inc., Customer Service Office, P.O. Box 26210, Lehigh Valley,
Pennsylvania 18002. Certified, registered or express mail deliveries must be
addressed to: The Guardian Insurance & Annuity Company, Inc., Customer Service
Office, 3900 Burgess Place, Bethlehem, Pennsylvania 18017.
If the application is acceptable to GIAC in the form received, the initial
Net Premium Payment will be credited within two (2) business days receipt.
Acceptance is subject to GIAC's rules and GIAC reserves the right to reject any
application or initial premium payment. If the initial Net Premium Payment
cannot be credited within five (5) business days after receipt by GIAC because
the application is incomplete, GIAC will promptly return the premium payment and
application to the applicant.
14
<PAGE>
After issuance of the Contract, net premium payments received by GIAC at
its Customer Service Office prior to the close of GIAC's business day will
normally be credited to the Contract on that day. Net premium payments received
on a non-business day or following the close of GIAC's business day will be
credited at the next accumulation unit value calculated on the first business
day following receipt.
Charges and Deductions
Charges and deductions under the Contract are made for GIACassumption of
mortality and expense risks, administrative expenses, any applicable state
premium taxes, and, where applicable, charges (or credits) to the non-tax
qualified allocations to the Variable Investment Options for any Federal income
taxes. The Separate Account does not incur any operating expenses or account
fees and expenses. Although no sales charges are deducted from premium payments
when made, a contingent deferred sales charge will be assessed upon certain
Contract surrenders or withdrawals. Each charge and deduction under the Contract
is described below:
Contingent Deferred Sales Charge: GIAC does not deduct a separate sales
charge in connection with premium payments. However, a contingent deferred
salescharge ("CDSC") is imposed by GIAC on certain surrenders or partial
withdrawals to cover certain expenses incurred in the sale of the Contracts,
including commissions to registered representatives and various promotional
expenses.
The CDSC will be the lesser of: (1) 6% of the total payments made during
the 84 months immediately preceding the date of withdrawal annually; or (2) 6%
of the amount being withdrawn. However, after the first Contract year, 10% of
the Accumulation Value as of the first withdrawal in a Contract year or 10% of
the total premium paid under the Contract in the 84 months immediately preceding
the date of withdrawal, whichever is greater, can be withdrawn by the
Contractowner without application of the CDSC. The maximum amount of the CDSC
during the 84 months immediately preceding the date of withdrawal will not
exceed 6% of the total of payments made during such period. Such withdrawals
may, however, be subject to penalty taxes and/or mandatory federal income tax
withholding. (See "Federal Tax Matters".) The CDSC is not charged against
withdrawals of amounts that have been on deposit for more than 84 months.
To minimize the amount of the CDSC charged in any particular situation,
withdrawals from any Variable Investment Option or the Fixed Rate Option will be
made in the same order in which amounts were allocated to that Option, subject
to the cancellation ordering rules set forth in "Surrenders and Partial
Withdrawals."
No CDSC is imposed on Accumulation Units redeemed by the Contractowner to
purchase Annuities for Plan Participants.
Administrative Expenses: Prior to the Annuity Commencement Date of the
last annuitizing Participant, GIAC deducts a contract administration fee of $35
from the Accumulation Value on the Anniversary Date of each Contract by
cancelling the number of Accumulation Units equal in value to the fee. This
administrative fee is deducted from the Variable Investment Options and the
Fixed-Rate Option on a pro-rata basis in the same proportion as the percentage
of the Contract's Accumulation Value attributable to each Variable Investment
Option and the Fixed-Rate Option. GIAC will not increase the deduction for
administrative expenses above $35 per year. GIAC will deduct the contract
administration fee upon any surrender of a Contract which occurs before the
Contract Anniversary Date. The deduction for administrative expenses is designed
to reimburse GIAC for its actual expenses incurred in administering the
Contracts and it is not expected to result in a profit.
Premium Taxes: Certain states and municipalities impose premium taxes when
premium payments are made or when annuity payments begin. These taxes ranging
from approximately 0.50% to 3.5% of premium payments made for the Contracts. For
those Contracts subject to premium tax, GIAC deducts premium either from premium
payments when made or upon each annuitization, as determined in accordance with
applicable law. However, in those jurisdictions where the premium tax is
required to be deducted at the time of premium payment, GIAC reserves the right,
15
<PAGE>
if permitted by applicable law and with the consent of the Contractowner, to pay
the premium tax on behalf of the Contractowner and deduct the amount paid from
the Contract Value at the first to occur of surrender, death or the Retirement
Date.
Mortality and Expense Risk Charge: The mortality risk assumed by GIAC
arises from its contractual obligation to continue to make Annuity Payments
(determined in accordance with the annuity tables and other provisions of the
Contract) to each Annuitant regardless of how long he or she lives and
regardless of how long all Annuitants as a group live. This assures each
Annuitant that neither his or her own longevity nor an improvement in general
life expectancy will adversely affect the Annuity Payments he or she will
receive under a Plan, and relieves the Annuitant from the risk that he or she
will outlive the amounts actually accumulated for retirement. The expense risk
assumed by GIAC arises from the possibility that the amounts deducted for sales
and administrative expenses may be insufficient to cover the actual cost of such
items.
GIAC makes a daily charge against the net assets of each Variable
Investment Option in an equal to 1.15% on an annual basis (consisting of
approximately .70% for mortality risks and approximately .45% for expense risks)
to compensate it for the assumption of mortality and expense risks. If this
charge is insufficient to cover the actual cost of these risks, the loss will
fall on GIAC. Conversely, if the charge proves more than sufficient, any excess
may be retained by GIAC for profit or used by it to meet any operational
expenses, including those relating to distribution of the Contracts.
Variable Annuity Payments reflect the investment performance of the
Variable Investment Options but are not affected by changes in actual mortality
experience or by expenses incurred by GIAC in excess of the expense deductions
provided for in each Contract.
Other Charges Applicable to the Funds and the Real Estate Account: The net
asset value per share of each of the Funds and the Real Estate Account's unit
value reflect investment management fees and certain general operating expenses
paid by the Funds and the Real Estate Account. With the exception of the
International Fund, the Emerging Markets Fund and Gabelli Capital Asset Fund,
each of the Funds pays an annual investment management fee to its investment
adviser that equals 0.50% of each such Fund's average daily net assets. The
annual investment management fee paid to the adviser of the International Fund
and Emerging Markets Fund equals 0.80% of the International Fund's average daily
net assets and 1.00% of the Emerging Markets Fund's average daily net assets.
Gabelli Capital Asset Fund pays its manager an annual management fee of 1.00% of
that Fund's average daily net assets. No separate fees are payable to the
respective sub-investment advisers of these Funds. The Real Estate Account pays
an annual investment management fee of up to 1.0% based on a weighted average of
(1) an annual fee of 1.0% on the average daily value of the real estate-related
assets maintained in the Real Estate Account and (2) an annual fee of 0.50% on
the average daily value of the non-real estate-related assets maintained in the
Real Estate Account. (See "The Funds" and "The Guardian Real Estate Account.")
The management fees and other expenses incurred by the Funds and the Real Estate
Account are more fully described in the accompanying prospectuses for the Funds
and the Real Estate Account.
Accumulation Period
Allocation of Net Premium Payment: The initial Net Premium Payment will be
used to purchase Accumulation Units in the Investment Divisions, the
Fixed-RatOption, or the Real Estate Account as selected by the Contractowner at
the unit values next computed following receipt and acceptance of the payment by
GIAC. Subsequent Net Premium Payments will be allocated among the underlying
Contract options as initially selected for allocation or pursuant to new
allocation instructions requested by the Contractowner in writing. New
allocation instructions will be implemented by GIAC following their receipt at
its Customer Service Office. However, the Contractowner may not be invested in
more than six allocation options at any given time. GIAC reserves the right,
16
<PAGE>
under certain limited circumstances, to restrict the allocation of
Contractowners' Net Premium Payments to the Real Estate Account. (See the
section entitled "Restrictions on Contractowners' Investment in the Account" in
the prospectus for the Real Estate Account.)
Crediting Accumulation Units under the Contract: Variable Accumulation
Units represent the interests in the Variable Investment Options and Fixed
Accumulation Units represent the interests in the Fixed-Rate Option. The total
number of Accumulation Units to be credited to a Contractowner's account is the
sum of the portion of the Net Premium Payment allocated to each option divided
by the Accumulation Unit value of each such option as next computed following
receipt and acceptance of the payment by GIAC. The number of Accumulation Units
will not change because of a subsequent change in the value of the unit, but the
dollar value of Accumulation Units will vary based upon the investment
experience of the Variable Investment Options and interest credited to the
Fixed-Rate Option.
Accumulation Value: The value of the Contractowner's account within any
particular Variable Investment Option or the Fixed-Rate Option is determined by
multiplying the number of Accumulation Units of that particular option credited
to the account by the applicable current Accumulation Unit value.
Value of an Accumulation Unit: With respect to a Variable Investment
Option, the value of a Variable Accumulation Unit is determined by multiplying
the value of such Variable Accumulation Unit as of the end of the immediately
preceding Valuation Period by the net investment factor (described below) for
the current Valuation Period. With respect to the Fixed-Rate Option, the value
of a Fixed Accumulation Unit is determined by adding the interest credited on
such Fixed Accumulation Unit since the end of the immediately preceding
Valuation Period to the value of such unit as of the end of such Valuation
Period.
Net Investment Factor: The net investment factor is a measure of
tinvestment experience of each Variable Investment Option. For any particular
Valuation Period, the net investment factor is determined by:
(1) Adding the net asset value of a Fund share or an interest in the
Real Estate Account as determined at the end of such Valuation Period to
the per share or per interest amount of any dividend and other distribution
made by the Fund or the Real Estate Account, respectively, during the
period, and
(2) Dividing by the net asset value of the particular Fund share or
interest in the Real Estate Account calculated as of the end of the
immediately preceding Valuation Period, and
(3) Subtracting from the above result any applicable taxes and the
mortality and expense risk charge.
Annuity Period
Annuity Commencement Date: Annuity Payments made to an Annuitant will
begin on his or her Annuity Commencement Date, which is the first day of the
calendar month and year determined under the Plan. This date cannot be later
than the Annuitant's 85th birthday except when otherwise provided for by the
Plan. Following the Annuity Commencement Date, a Participant is referred to as
an Annuitant for purposes of the Contract.
Annuity Payments: Annuity Payments are available on a fixed or variable
basis or a combination of both. Such payments will be determined on the basis
of: (1) the table specified in the Contract which reflects the nearest age of
the Annuitant; (2) the Annuity Payout Option(s) selected; and (3) the investment
experience of any Variable Investment Options selected. The number and amount of
Annuity Payments will not be affected by the longevity of Annuitants generally
or any increase in the expenses of GIAC in excess of the charges specified in
the Contract. The Annuitant receives the value of a fixed number of Variable
and/or Fixed Annuity Units each month. For the Variable Investment Options, the
value of an Annuity Unit will reflect the investment experience of the amounts
allocated to the Variable Investment Options, and the amount of each Annuity
Payment will vary accordingly.
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Annuity Payout Options: GIAC will issue a Certificate to the Contractowner
for delivery to each Annuitant upon his or her Annuity Commencement Date. Each
Certificate will set forth in substance the amount and terms of the Annuity
Payments and any other benefits the Annuitant may be entitled to under the
Contract. Annuity Payments will be made in accordance with the Annuity Payout
Option known as "Option V-2 -- Life Annuity with 10-Year Guaranteed Period" (see
below), or, if permitted by the Plan, the Annuitant may elect to have Annuity
Payments made under any one of the other variable and/or fixed Annuity Payout
Options specified in the Contract and described below. Annuity Payments will be
made monthly except that: (1) proceeds of less than $2,000 on behalf of any
Annuitant will be paid in a single sum to that Annuitant; and (2) GIAC may
change the schedule of monthly installment payments to avoid payments of less
than $20 to an Annuitant. An Annuitant may not change the Payout Option election
following receipt of the first Annuity Payment.
The Annuity Payout Options currently available for both variable and fixed
Annuity Payments under the Contract are as follows (options designated with the
letter "V" are variable options, those designated with the letter "F" are fixed
options):
Option V-1 -- Life Annuity without Guaranteed Period: Under this
option, a Variable Annuity Payment will be made monthly during the lifetime
of the Annuitant ending with the payment preceding the Annuitant's death.
Option V-1 offers the maximum level of variable monthly payments, since
there is no guarantee of a minimum number of variable payments or provision
for a death benefit for Beneficiaries. It would be possible under Option
V-1 for the Annuitant to receive only one Variable Annuity Payment if he or
she died before the date of the second Variable Annuity Payment, two such
payments if he or she died before the date of the third Variable Annuity
Payment, and so on.
Option V-2 -- Life Annuity with 10-Year Guaranteed Period: Under this
option, a Variable Annuity Payment will be made monthly during the lifetime
of the Annuitant with the provision that if, at the Annuitant's death, such
payments have been made for less than 10 years (120 months), Variable
Annuity Payments will be continued during the remainder of such period to
the Beneficiary. The Beneficiary at any time may elect to redeem in whole
or in part the commuted value of the current dollar amount of the then
remaining number of Variable Annuity Payments. If the Beneficiary dies
while receiving Variable Annuity Payments, the commuted value of the
current dollar amount of the remaining number of Variable Annuity Payments
shall be paid in one sum to the estate of the Beneficiary. While the
Annuitant is living, he or she may change the Beneficiary at any time
provided such change is in writing in a form satisfactory to GIAC.
Option V-3 -- Joint and Survivor Annuity: Under this option, a
Variable Annuity Payment will be made monthly during the joint lifetimes of
the Annuitant and a designated second person (joint annuitant) and will
continue during the lifetime of the survivor in a reduced amount which
reflects two-thirds of the number of Variable Annuity Units in effect while
both persons were living. It would be possible under Option V-3 for the
joint Annuitants to receive only one Variable Annuity Payment if both died
before the date of the second Variable Annuity Payment, two such payments
if both died before the date of the third Variable Annuity Payment, and so
on.
Option F-1 -- Life Annuity without Guaranteed Period: - Under this
option, a Fixed Annuity Payment will be made monthly during the lifetime of
the Annuitant ending with the payment preceding the Annuitant's death.
Option F-1 offers the maximum level of fixed monthly payments, since there
is no guarantee of a minimum number of fixed monthly payments or provision
for a death benefit for Beneficiaries. It would be possible under Option
F-1 for the Annuitant to receive only one Fixed Annuity Payment if he or
she died before the date of the second Fixed Annuity Payment, two such
payments if he or she died before the date of the third Fixed Annuity
Payment, and so on.
Option F-2 -- Life Annuity with 10-Year Guaranteed Period: Under this
option, a Fixed Annuity Payment will be made monthly during the lifetime of
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the Annuitant with the provision that if, at the Annuitant's death, such
payments have been made for less than 10 years (120 months), Fixed Annuity
Payments will be continued during the remainder of such period to the
Beneficiary. The Beneficiary at any time may elect to redeem in whole or in
part the commuted value of the current dollar amount of the then remaining
number of Fixed Annuity Payments. If the Beneficiary dies while receiving
Fixed Annuity Payments, the commuted value of the current dollar amount of
the remaining number of Fixed Annuity Payments shall be paid in one sum to
the estate of the Beneficiary. While the Annuitant is living he or she may
change the Beneficiary at any time provided such change is in writing in a
form satisfactory to GIAC.
Option F-3 -- Joint and Survivor Annuity: Under this option, a Fixed
Annuity Payment will be made monthly during the joint lifetimes of the
Annuitant and a designated second person (joint annuitant) and will
continue during the lifetime of the survivor in a reduced amount which
reflects two-thirds of the number of Fixed Annuity Units in effect while
both persons were living. It would be possible under Option F-3 for the
joint Annuitants to receive only one Fixed Annuity Payment if both died
before the date of the second Fixed Annuity Payment, two such payments if
both died before the date of the third Fixed Annuity Payment, and so on.
Transfers of Contract Values
General Information: Subject to the conditions described below and to the
terms of any applicable retirement plan, transfers among the Contract's Variable
Investment Options are permitted during both the Accumulation and Annuity
Periods. During the Accumulation Period, the Contractowner may transfer all or a
portion of the Accumulation Units under the Contract among each of the Variable
Investment Options and the Fixed-Rate Option. During the Annuity Period, an
Annuitant receiving payments pursuant to a Variable Annuity Payout Option may
transfer all or a portion of the amounts held under the Certificate among the
Variable Investment Options. Allocations to the Fixed-Rate Option are not
permitted by an Annuitant during the Annuity Period. Contractowners may be
invested in a maximum of six Variable Investment Options or in the Fixed-Rate
Option and five Variable Investment Options under the Contract at any given
time. Annuitants receiving payments pursuant to a Variable Payout Option may be
invested in a maximum of six Variable Investment Options at any given time.
Contractowners and Annuitants who contemplate requesting a transfer should
carefully consider their own objectives and the investment objectives, risks and
restrictions pertaining to each Variable Investment Option and the Fixed-Rate
Option involved in the proposed transfer before making the request. Frequent
transfers may be inconsistent with the long-term objectives of the Contract.
GIAC will implement transfers pursuant to proper written or telephone
instructions received at its Customer Service Office. Requests received by GIAC
at its Customer Service Office prior to 3:30 p.m. (Eastern time) on a given
business day will normally be implemented as of the end of that day. GIAC
reserves the right to limit the frequency of transfers to not more than once
every 30 days. Currently, no charge is made by GIAC for effecting any transfer.
GIAC reserves the right, however, to impose such a charge in the future.
Telephone Transfers: Contractowners may effect telephone transfers of the
Accumulation Value under a Contract pursuant to certain terms and conditions.
Telephone transfers of amounts held under a Certificate are not available to
Annuitants. GIAC will not honor telephone transfer instructions unless proper
authorization has been properly provided either in the completed application for
the Contract or in GIAC's telephone transfer authorization form.
If the proper authorization is on file at GIAC's Customer Service office,
telephone transfer instructions may be given by calling 1-800-533-0099 between
9:00 a.m. and 3:30 p.m. (Eastern time) on days when GIAC is open for business.
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Each telephone transfer instruction must include a precise identification of the
Contract and the Contractowner's Personal Security Code. GIAC may accept
telephone transfer instructions from any person who properly identifies the
correct Contract number and Personal Security Code. GIAC, GISC, the Funds and
the Real Estate Account shall not be liable for any loss, damage, cost or
expense resulting from following telephone transfer instructions which any of
them reasonably believed to be genuine. Thus, Contractowners risk possible loss
of interest, capital appreciation and principal in the event of an unauthorized
or fraudulent telephone transfer. All or part of any telephone conversation
relating to transfer instructions may be recorded by GIAC without prior
disclosure to the caller.
Telephone transfer instructions apply only to allocations of previously
invested monies. Such instructions may not be used to change the allocation
instructions for any future premiums paid under the Contract. (See "Allocation
of Net Premium Payment" for information about changing allocation instructions
for future premiums.)
During periods of deconomic or market changes, it may be difficult to
contact GIAC to request a telephone transfer. At such times, transfer requests
may be made by regular or express mail and will be processed at the next
Accumulation Unit value calculated after their receipt pursuant to the terms and
restrictions described in this "Transfers of Contract Values" section. GIAC
reserves the right to modify, suspend or discontinue the telephone transfer
privilege at any time and without prior notice.
Transfers of Accumulation Value by the Contractowner: Transfers from the
Real Estate Account to any Investment Division or to the Fixed-Rate Option are
permitted only once per Contract year during the 30-day period beginning on the
Contract Anniversary Date. The maximum amount that may be transferred out of the
Real Estate Account each year is the greater of: (1) 33 1/3% of the amount
invested in the Real Estate Account as of the applicable Contract Anniversary
Date; or (2) $10,000.
Transfers from the Fixed-Rate Option to any Variable Investment Option are
permitted only once per Contract year during the 30-day period beginning on the
Contract Anniversary Date. Amounts will be transferred from the Fixed-Rate
Option to any Variable Investment Option in the same order such amounts were
allocated to the Fixed-Rate Option. This means that amounts on deposit in the
Fixed-Rate Option for the longest period of time will be the first amounts so
transferred. The maximum amount which may currently be transferred out of the
Fixed-Rate Option each year is the greater of: (1) 33 1/3% of the amount in the
Fixed-Rate Option as of the applicable Contract Anniversary Date; or (2) $2,500.
Each transfer involving the Contract's Variable Investment Options will be
based upon the next Accumulation Unit value calculated after proper transfer
instructions are received by GIAC at its Customer Service Office
Transfers of Amounts Held Under a Certificate by an Annuitant: During the
Annuity Period, an Annuitant may transfer all or a portion of the amounts
allocated to a Variable Payout Option among the Variable Investment Options.
However, such transfers may be made only once per year. Any such transfer will
be effected at the next Annuity Unit Value calculated after receipt of proper
transfer instructions by GIAC at its Customer Service Office. The restrictions
pertaining to transfers out of the Real Estate Account, as set forth above, also
apply to transfers by Annuitants. An Annuitant may not transfer into or out of
the Fixed-Rate Option.
Surrenders and Partial Withdrawals
The Contractowner may redeem the Contract in whole (known as a
"surrender") or in part (known as a "partial withdrawal"). Surrenders and
partial withdrawals must be requested in writing in a form acceptable to GIAC. A
surrender request must be accompanied by the Contract (or an acceptable
affidavit of loss) to be deemed a proper written request. GIAC will not process
a surrender request prior to receipt of the Contract (or an acceptable affidavit
of loss) at its Customer Service Office.
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A contingent deferred sales charge may be imposed upon certain surrenders
or partial withdrawals.(See "Charges and Deductions -- Contingent Deferred Sales
Charge.")
A surrender or partial withdrawal is effected by cancelling Accumulation
Units which have an aggregate value equal to the dollar amount of the requested
surrender or partial withdrawal as next calculated following receipt by GIAC at
its Customer Service Office of a proper written request for the surrender or
partial withdrawal. If applicable, any Contract charges and any contingent
deferred sales charge will be deducted from the surrender proceeds or, in the
case of a partial withdrawal, from the remaining Accumulation Value by the
cancellation of additional Accumulation Units. If the Accumulation Value
remaining after a partial withdrawal is less than $1,000, GIAC will redeem the
total Accumulation Value and pay it to the Contractowner in cancellation of the
Contract. Such an involuntary surrender may be subject to any then applicable
Contract administrative charge or contingent deferred sales charge. (See
"Charges and Deductions -- Contingent Deferred Sales Charge.")
Except as noted below, Accumulation Units will be cancelled in the
following order: First, GIAC will cancel all the Variable Accumulation Units
attributable to the Investment Divisions. Cancellation of the Variable
Accumulation Units attributable to the Investment Divisions will be on a pro
rata basis, reflecting the existing distribution of the Variable Accumulation
Units unless the Contractowner instructs otherwise. Second, GIAC will cancel all
Variable Accumulation Units attributable to the Real Estate Account. Third, GIAC
will cancel all Fixed Accumulation Units attributable to the Fixed-Rate Option.
Thus, GIAC will have cancelled all the Variable Accumulation Units attributable
to the Investment Divisions before cancelling Accumulation Units attributable to
the Real Estate Account or the Fixed-Rate Option. Accumulation Units used by a
Contractowner to purchase Annuities for Plan Participants will be cancelled in
the same order as those in connection with a surrender or partial withdrawal.
No contingent deferred sales charge will be imposed and the above ordering
rules will not apply if amounts are withdrawn directly from the Fixed-Rate
Option in accordance with the bailout provision described in the section
entitled "Description of the Fixed-Rate Option."
Payment of a surrender or partial withdrawal will ordinarily be made
within seven (7) days after the date GIAC receives the proper written request at
its Customer Service Office. GIAC can delay the payment if the Contract is being
contested and may postpone the calculation or payment of any Contract benefit or
transfer of amounts based on investment performance of the Investment Divisions
if: (1) the New York Stock Exchange is closed for trading or trading has been
suspended; or (2) the Securities and Exchange Commission restricts trading or
determines that a state of emergency exists which may make payment or transfer
impracticable. Moreover, GIAC generally reserves the right to defer payment of
any Contract benefits funded by the Real Estate Account (such as a surrender or
partial withdrawal under a Contract) for up to six (6) months if there appears
to be insufficient cash available to meet requests for payments and prompt
disposition of the Real Estate Account's investments to meet such requests could
not be made on commercially reasonable terms. (See the prospectus for the Real
Estate Account for more information concerning this reservation of rights.)
An Annuitant may not request a surrender or partial withdrawal following
the receipt of the first Annuity Payment.
Questions regarding GIAC's surrender or withdrawal procedures should be
directed to a customer service representative by calling toll-free
1-800-221-3253.
Other Important Contract Information
Dollar Cost Averaging: Contractowners may elect to systematically, on a
long term basis if desired, transfer specified level dollar amounts from the
Cash Fund Investment Division to other Variable Investment Options and/or the
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Fixed-Rate Option at regular intervals. By transferring specific amounts on a
regularly scheduled basis, as opposed to allocating the total amount at one
particular time, the Accumulation Value may be less susceptible to the impact of
market fluctuations. There is no guarantee, however, that such an investment
method will result in profits or prevent losses.
To take advantage of this program, a Contractowner predesignates a dollar
amount to be automatically transferred from the Cash Fund Investment Division to
one or more of the other Variable Investment Options and/or the Fixed-Rate
Option, provided that Accumulation Values may only be allocated among a maximum
of four Contract options, including the Cash Fund Investment Division, at any
given time. A Contractowner may elect this program when the Contract is
purchased or anytime thereafter by properly completing the Contract application
or Dollar Cost Averaging election form and returning it to GIAC at its Customer
Service Office at least three (3) business days prior to the Monthly Anniversary
Date (the monthly anniversary measured from the issue date of the Contract or
the last day of that calendar month, if earlier) on which the first transfer
will be made. Transfers will then be made monthly for the period elected by the
Contractowner.
Dollar Cost Averaging may be selected for 12, 24 or 36 month periods. The
total Accumulation Value at the time it is elected must be at least $10,000 for
transfers over a 12 month period and $20,000 for transfers over a 24 or 36 month
period. Transfers will be made in the amounts designated by the Contractowner
and must be at least $100 per receiving Contract option. When a Contractowner
elects to participate in this program, the Accumulation Value attributable to
the Cash Fund Investment Division must be at least equal to the amount
designated to be transferred on each Monthly Anniversary Date multiplied by the
duration selected.
Dollar Cost Averaging will terminate when any one of the following events
occurs: (1) the number of designated monthly transfers has been completed; (2)
the Accumulation Value attributable to the Cash Fund Investment Division is
insufficient to complete the next transfer; (3) the Contractowner requests
termination in a writing received by GIAC at its Customer Service Office at
least three (3) business days prior to the next Monthly Anniversary Date; or (4)
the Contract is surrendered.
A Contractowner may reinstate Dollar Cost Averaging or change existing
Dollar Cost Averaging terms by properly completing a new election form. Such
requests received by GIAC at its Customer Service Office at least three (3)
business days prior to the next Monthly Anniversary Date will be effective for
such Monthly Anniversary Date.
When utilizing Dollar Cost Averaging, a Contractowner must be invested in
the Cash Fund Investment Division and may be invested in either (i) a maximum of
five other Variable Investment Options or (ii) in the Fixed-Rate Option and a
maximum of four other Variable Investment Options. The Dollar Cost Averaging
program may not be elected by an Annuitant.
Assignment: Assignment of an interest in the Contract is generally
prohibited when the Contract is used in connection with any retirement plans
contemplated by Section 401 of the Code and any corporate retirement plan. An
assignment of the Contract may be treated as a taxable distribution to the
Contractowner. (See "Federal Tax Matters.")
Reports: GIAC will send to each Contractowner, at least semi-annually, a
report containing such financial information pertaining to the Separate Account
as may be required by applicable laws, rules and regulations. In addition, a
statement will be provided to each Contractowner at least annually which reports
the number of Contract Accumulation Units and the value of such Accumulation
Units under the Contract.
Contractowner Inquiries: A Contractowner may direct inquiries to the
individual from whom the Contract was purchased or may call GIAC at
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1-800-221-3253 or write directly to: The Guardian Insurance & Annuity Company,
Inc., Customer Service Office, P.O. Box 26210, Lehigh Valley, Pennsylvania
18002.
PERFORMANCE RESULTS
From time to time, performance information for the Account's Investment
Divisions may be provided in advertisements, sales literature or materials
furnished to existing or prospective Contractowners. All such information is
based upon historical information and is not necessarily representative of
future performance. More detailed information about the calculation of such
historical performance information appears in the Statement of Additional
Information.
Total Returns: "Average annual total return," "total return" and "change
in Accumulation Unit value" all reflect the change in the value of an investment
in an Investment Division over a specified period, assuming the reinvestment of
all income dividends and capital gains distributions. Average annual total
returns show the average annual percentage change in value over a specified
period. Total returns and changes in Accumulation Unit values, which are not
annualized, show the total percentage change in value over a specified period.
Promotional materials relating to an Investment Division's investment
performance will always at least provide the average annual total returns for
one, five and ten years, life of the Division's corresponding Fund, if shorter.
Such required average annual total returns will reflect the effects of all
charges, both recurring and non-recurring, incurred by the Fund, as well as all
charges deducted under the terms of the Contracts. However, promotional
materials may also show average annual total returns which assume that a
Contract continues in force after the end of the specified period. Such returns
will not reflect the effects of the Contract's contingent deferred sales charge.
Total returns and changes in Accumulation Unit values may not reflect certain
specified charges deducted under the terms of the Contracts.
Yields: "Yield" figures may be quoted for the Investment Divisions which
invest in shares of the Cash Fund and the Bond Fund. Current yield is a measure
of the net investment income earned on a hypothetical investment over a
specified base period of seven days for the Cash Fund Investment Division and 30
days (or one month) for the Bond Fund Investment Division. Yield is expressed as
a percentage of the value of an Accumulation Unit at the beginning of the base
period. Yields are annualized, which means that they assume that an Investment
Division will generate the same level of net investment income over a one-year
period. However, yields actually fluctuate daily.
The Cash Fund Investment Division may quote its "effective yield," which
assumes that the net investment income earned during a base period will be
earned and reinvested for a year. The effective yield will be slightly higher
than the Cash Fund Investment Division's current yield due to the compounding
effect created by assuming reinvestment of the Division's net investment income.
Distribution Rates: On occasion, the Bond Fund Investment Division may
quote historical or annualized distribution rates. A distribution rate is simply
a measure of the level of income dividends and short-term capital gains
distributed for a specified period. A distribution rate is not a complete
measure of performance and may be higher than yield for certain periods.
Comparative and Other Information: Advertisements and sales literature for
the Separate Account's Investment Divisions may compare a Fund's performance to
that of other investment vehicles or other mutual funds having similar
objectives or programs which are offered through the separate accounts of other
insurance companies. Promotional materials may also compare a Fund's performance
to one or more indices of the types of securities which the Fund buys and sells
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for its portfolio, and be illustrated by tables, graphs or charts. Promotional
materials may additionally contain references to types and characteristics of
certain securities; features of a Fund's portfolio; financial markets; or
historical, current or perceived economic trends within the United States or
overseas. Topics of general investor interest, such as personal financial
planning, may also be discussed.
In addition, advertisements and sales literature may refer to or reprint
all or portions of articles, reports, or independent rankings or ratings which
relate to the Investment Division specificially, or to other comparable mutual
funds or investment vehicles. None of the contents of such materials will be
used to indicate future performance.
Further information about each Investment Division's performance is
contained in their respective Annual Report, which may be obtained from GISC
free of charge.
Advertisements and sales literature about the Contracts and the Separate
Account may also refer to ratings given to GIAC by insurance company rating
organizations, such as Moody's Investors Service, Inc., Standard & Poor's
Corporation, A.M. Best & Co. and Duff & Phelps. Such ratings relate only to
GIAC's ability to meet its obligations under the Contract's Fixed-Rate Option.
FEDERAL TAX MATTERS
General Information
The operations of the Separate Account and the Real Estate Account form a
part of, and are taxed with GIAC's operations under the Code. Investment income
and realized net capital gains on the assets of the Separate Account and the
Real Estate Account are reinvested and taken into account in determining the
Accumulation and Annuity Unit values. Thus, investment income and realized net
capital gains are automatically applied to increase reserves under the Contract.
GIAC believes that investment income and capital gains attributable to the
Separate Account and the Real Estate Account are not taxed under existing
Federal income tax law to the extent they are applied to increase reserves under
a Contract. Accordingly, GIAC does not anticipate that it will incur any Federal
income tax liability attributable to the Separate Account or the Real Estate
Account and, therefore, GIAC does not currently make provisions for any such
taxes. However, if changes in the Federal tax laws, or interpretations thereof,
result in GIAC being taxed on income or gains attributable to the Separate
Account, the Real Estate Account or certain types of variable annuity contracts,
then GIAC may impose a charge against the Separate Account and the Real Estate
Account (with respect to some or all Contracts) to pay such taxes.
Non-Qualified Contracts
GIAC believes that Contracts issued in connection with non-qualified
retirement plans (e.g., deferred compensation plans on behalf of private
corporate employees) will normally not be accorded favorable Federal income tax
treatment. As a result, and subject to certain exceptions, the earnings credited
on such non-qualified Contracts will generally be taxed on a current basis.
Specifically, the owner of any such non-qualified Contract will be required, on
an annual basis, to include in taxable income any increase in the excess of: (1)
the Contract's Surrender Value plus all distributions received under the
Contract over (2) "investment in the Contract." The "investment in the Contract"
generally equals: that portion of any net premium or other amount held under the
Contract which is not excluded from gross income.
Distributions from a Contract purchased in connection with a non-qualified
retirement plan may cause Federal income tax consequences to the Contractowner,
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the Annuitant, and any other person to whom Contract proceeds are paid.
A prospective purchaser is urged to consult a competent tax adviser before
purchasing a Contract in connection with a non-qualified retirement plan.
Qualified Contracts
Generally, increases in the value of amounts under a Contract purchased in
connection with a retirement plan qualifying for favorable tax treatment under
the Code are not taxable until benefits are received by an Annuitant. However,
the rules governing the tax treatment of contributions and distributions under
qualified plans, as set forth in the Code and applicable rulings and
regulations, are complex and subject to change. These rules also vary according
to the type of plan and the terms and conditions of the plan itself. Therefore,
this Prospectus does not attempt to provide more than general information about
the use of the Contract with these various types of plans. Contractowners,
Annuitants, and Beneficiaries under qualified plans should be aware that the
rights of any person to any benefits under such plans may be subject to the
terms and conditions of the plans, regardless of the terms and conditions of the
Contract issued in connection with such plans. Some retirement plans are subject
to distribution and other requirements that are not incorporated into GIAC's
Contract administration procedures. Contractowners, Participants and
beneficiaries are responsible for determining that contributions, distributions
and other transactions with respect to the Contracts comply with applicable law.
Purchasers of the Contract in connection with qualified plans should seek advice
from legal or tax counsel about their eligibility to purchase a tax-sheltered
Contract, limitations on permissible amounts of purchase payments, and tax
consequences of distribution.
Following are brief descriptions of the various types of plans with which
the Contracts described in this Prospectus may be used:
Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans: Sections
401(a) and 401(k) of the Code permit corporate employers to establish
various types of plans for employees, and self-employed individuals to
establish qualified plans for themselves and their employees. Such
retirement plans may permit the purchase of the Contract to provide
benefits under the plans. Adverse tax or other legal consequences to the
plan, to the Participant or to both may result if this Contract is assigned
or transferred to any individual as a means to provide benefit payments,
unless the plan complies with all legal requirements applicable to such
benefits prior to transfer of the Contract.
That portion of any contribution under a Contract made on behalf of a
Participant which is not excluded from his or her gross income (generally,
the Participant's own nondeductible contribution) constitutes his or her
"investment in the Contract." If a distribution is made in the form of
annuity payments, the investment in the Contract (adjusted for certain
refund provisions) divided by the Annuitant's life expectancy (or other
period for which annuity payments are expected to be made) constitutes a
tax-free return of capital each year. The entire distribution will be fully
taxable once the Annuitant (or other appropriate payee) is deemed to have
recovered the dollar amount of the investment in the Contract. The dollar
amount of annuity payments received in any year in excess of such return is
taxable as ordinary income.
If a surrender of or partial withdrawal from a Contract held in
connection with a Section 401(a) plan is effected and a distribution is
made in a single payment, the proceeds may qualify for special "lump-sum
distribution" treatment. Otherwise, the amount by which the payment exceeds
the "investment in the Contract" (adjusted for any prior partial
withdrawal) will generally be taxed as ordinary income in the year of
receipt, unless it is validly "rolled over" into an individual retirement
account or another qualified plan. In addition, a penalty tax of 10% will
be imposed on the taxable portion of surrenders or partial withdrawals from
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all qualified Contracts unless the Participant who receives the proceeds
has attained age 59 1/2, or in certain other circumstances. Other adverse
tax consequences may result if distributions do not conform to specified
commencement and minimum distribution rules, or if aggregate distributions
exceed a specified annual amount, and in other circumstances.
The taxation of benefits payable upon a Participant's death to his or
her Beneficiary generally follows these same principles, subject to a
variety of special rules. In particular, tax on death benefits to be paid
as a lump-sum may be deferred if, within 60 days after the lump-sum becomes
payable, the Beneficiary instead elects to receive Annuity Payments.
Annuity distributions are generally subject to withholding for the
Annuitant's income tax liability. The withholding rates vary according to
the type of the distribution and the Annuitant's tax status. Annuitants may
elect not to have tax withheld from distributions. However, withholding on
taxable distributions is generally required if the Annuitant fails to
provide GIAC with his or her correct Social Security number or if the
Annuitant is a U.S. citizen or expatriate living abroad. Effective January
1, 1993, certain distributions from qualified plans are subject to
mandatory federal income tax withholding.
Deferred Compensation Plans: Section 457 of the Code, while not
actually providing for a qualified plan as that term is normally used,
provides for certain deferred compensation plans with respect to service
for state governments, local governments, rural electric cooperatives,
political subdivisions, agencies, instrumentalities, certain affiliates of
such entities which enjoy special treatment, and, effective January 1,
1987, other tax-exempt employers. Amounts contributed by employers through
such plans are taxed to employees when paid or made available for
withdrawal. The Contract can be used with such plans. Under such plans, a
Participant may specify the form of investment in which his or her
contributions will be made. All such investments, however, are owned by,
and are subject to, the claims of the general creditors of the sponsoring
employer.
Other Considerations
Presently, GIAC makes no charge to the Separate Account or the Real Estate
Account for any Federal, state or local taxes (other than state premium taxes)
that it incurs which may be attributable to the Separate Account, the Real
Estate Account or to the Contracts. 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
Separate Account, the Real Estate Account or to the Contracts. If any tax
charges are made in the future, they will be accumulated daily and transferred
from the Separate Account or the Real Estate Account to GIAC's general account.
Because of the complexity of the Federal tax law, and the fact that tax
results will vary according to the factual status of the entity or individual
involved, tax advice may be needed by anyone contemplating the purchase of a
Contract or the exercise of the various elections under the Contract. It should
be understood that this Prospectus' discussion of the Federal income tax
consequences of owning a Contract is not an exhaustive discussion of all tax
questions that might arise under the Contract and that special rules exist in
the Code with respect to situations not discussed here. No representation is
made regarding the likelihood of the continuation of current Federal tax laws or
interpretations thereof by the Internal Revenue Service. No attempt has been
made to consider any applicable state, local or other tax laws, except with
respect to the imposition of any premium taxes.
GIAC does not make any guarantee regarding the tax status of any Contract
and the above tax discussion is not intended as tax advice.
26
<PAGE>
VOTING RIGHTS
To the extent required by applicable law, GIAC will vote the Fund shares
that it owns through the Separate Account according to instructions received
from Contractowners and Annuitants during his or her annuity period having an
interest in such Fund shares. GIAC will typically vote shares for which no
instructions are received in the same proportion as it votes shares for which it
has received instructions. GIAC will vote any Fund shares that it is entitled to
vote directly due to amounts it has contributed or accumulated in the applicable
Investment Division FOR proposals presented by Fund Management. If the
applicable law or interpretations thereof change so as to permit GIAC to vote a
Fund's shares in GIAC's own right or to restrict Contractowner voting, GIAC
reserves the right to do so.
GIAC will seek voting instructions from Contractowners for the number of
shares attributable to their Contracts. Contractowners are entitled to provide
instructions if, on the applicable record date, they have allocated values to
the Investment Division which corresponds to the Fund for which a shareholder
meeting is called.
The Contractowner will have the voting interest for the Accumulation Value
under the Contract. The number of shares held in an Investment Division for
which a Contractowner will be entitled to provide voting instructions is
determined by dividing the Contractowner's Accumulation Value in that Investment
Division by the net asset value per share of the applicable Fund.
Each Annuitant will be entitled to the voting interest attributable to the
amounts held under his or her Certificate. The number of shares held in an
Investment Division which are attributable to each Annuitant is determined by
dividing the amounts held under a Certificate on behalf of such Annuitant by the
net asset value per share of the applicable Fund. The voting interest
attributable to each Annuitant will generally decrease with the gradual
reduction of the amounts held under the Certificate during the Annuity Payout
Period.
There are no voting rights with respect to the Real Estate Account or the
Fixed-Rate Option.
DISTRIBUTION OF THE CONTRACT
The Contract is sold by insurance agents who are licensed by GIAC and who
are either registered representatives of GISC or of broker-dealer firms which
have entered into sales agreements with GISC and GIAC. GISC and such other
broker-dealers are members of the National Association of Securities Dealers,
Inc. In connection with the sale of the Contract, GIAC will pay sales
commissions to these individuals or entities which may vary but, in the
aggregate, are not anticipated to exceed an amount equal to 5.25% of each
Contract premium payment. However, additional amounts may be paid in connection
with special promotional incentives. The principal underwriter of the Contract
is GISC, located at 201 Park Avenue South, New York, New York 10003.
RIGHT TO CANCEL THE CONTRACT
Where required by state law or regulation, the Contract will contain a
provision which permits cancellation by returning the Contract to GIAC, or to
the registered representative through whom it was purchased, within 10 days of
delivery of the Contract. Longer periods may apply in some states. The
Contractowner will then receive from GIAC, as and when required by state law or
regulation, either: (1) the total amount paid for the Contract; or (2) an amount
equal to the sum of (i) the difference between the premiums paid (including any
Contract fees or other charges) and the amounts allocated to any Investment
Divisions, the Real Estate Account and the Fixed-Rate Option under the Contract,
and (ii) the Surrender Value of the Contract.
27
<PAGE>
LEGAL PROCEEDINGS
There are no material legal proceedings pending to which the Separate
Account or GIAC is a party.
ADDITIONAL INFORMATION
The Statement of Additional Information contains more details about the
Contract described by this Prospectus and is available in accordance with the
directions on page one of this Prospectus. The contents of that document are
detailed below.
Statement of Additional Information
Table of Contents
Page
Services to the Separate Account ...................... B-2
Annuity Payments ...................................... B-2
Performance Data ...................................... B-3
Valuation of Assets of the Separate Account ........... B-5
Transferability Restrictions .......................... B-5
Experts ............................................... B-6
Financial Statements .................................. B-6
28
<PAGE>
THE GUARDIAN INVESTOR(R)
GROUP UNALLOCATED DEFERRED VARIABLE ANNUITY CONTRACT
Issued Through
THE GUARDIAN SEPARATE ACCOUNT D
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
----------
Statement of Additional Information dated May 1, 1995
----------
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the current Prospectus for The Group Unallocated
Deferred Variable Annuity Contract (marketed under the name "The Guardian
Investor" Group Program) dated May 1, 1995.
A free Prospectus is available upon request by writing or calling:
The Guardian Insurance & Annuity Company, Inc.
Customer Service Office
P.O. Box 26210
Lehigh Valley, Pennsylvania 18002
1-800-221-3253
Read the prospectus before you invest. Terms used in this Statement of
Additional Information shall have the same meaning as in the Prospectus.
TABLE OF CONTENTS
Page
----
Services to the Separate Account ....................... B-2
Annuity Payments ....................................... B-2
Performance Data ....................................... B-3
Situation of Assets of the Separate Account ............ B-5
Transferability Restrictions ........................... B-5
Experts ................................................ B-6
Financial Statements ................................... B-6
B-1
<PAGE>
SERVICES TO THE SEPARATE ACCOUNT
The Guardian Insurance & Annuity Company, Inc. ("GIAC") maintains the
books and records of The Guardian Separate Account D (the "Separate Account").
GIAC, a wholly owned subsidiary of The Guardian Life Insurance Company of
America, acts as custodian of the assets of the Separate Account. GIAC bears all
expenses incurred in the operations of the Separate Account, except the
mortality and expense risk charge and the administrative charge (as described in
the Prospectus), which are borne by the Contractowner.
The firm of Price Waterhouse LLP, 1177 Avenue of the Americas, New York,
New York 10036 currently serves as independent accountants for GIAC and the
Separate Account.
Guardian Investor Services Corporation ("GISC"), a wholly owned subsidiary
of GIAC, serves as principal underwriter for the Separate Account pursuant to a
distribution and service agreement between GIAC and GISC. The Contract is
offered continuously and is sold by GIAC insurance agents who are registered
representatives of either GISC or of other broker-dealers which have selling
agreements with GISC and GIAC. In the years 1994, 1993 and 1992, GISC received
underwriting commissions from GIAC with respect to the sales of variable annuity
contracts through the Separate Account in the amount of $1,310,407, $1,731,347
and $933,261, respectively.
ANNUITY PAYMENTS
The objective of the Contract is to provide benefit payments which will
increase at a rate sufficient to maintain purchasing power at a constant level.
For this to occur, the actual net investment rate must exceed the assumed
investment rate of 4% by an amount equal to the rate of inflation. Of course, no
assurance can be made that this objective will be met. If the assumed interest
rate were to be increased, benefit payments would start at a higher level but
would increase more slowly or decrease more rapidly. Likewise, a lower assumed
interest rate would provide a lower initial payment with greater increases or
lesser decreases in subsequent Annuity Payments.
Value of an Annuity Unit: The value of an Annuity Unit is determined
independently for each of the Variable Investment Options. For any Valuation
Period, the value of an Annuity Unit is equal to the value for the immediately
preceding Valuation Period multiplied by the annuity change factor for the
current Valuation Period. The Annuity Unit value for a Valuation Period is the
value determined as of the end of such period. The annuity change factor is
equal to the net investment factor for the same Valuation Period adjusted to
neutralize the assumed investment return used in determining the Annuity
Payments. The net investment factor is reduced by the amount of the mortality
and expense risk charge on an annual basis during the life of the Contract. The
dollar amount of any monthly payment due to an Annuitant after the first monthly
payment under a Variable Investment Option will be determined by multiplying the
number of Annuity Units attributable to such Annuitant by the value of an
Annuity Unit for the Valuation Period ending ten (10) days prior to the
Valuation Period in which the monthly payment is due.
Determination of the First Monthly Annuity Payment: At the time Annuity
Payments begin, the amount indicated by the Contractowner to purchase an Annuity
for a Plan Participant is determined by multiplying the appropriate Variable or
Fixed Accumulation Unit Value on the Valuation Period ten (10) days before the
date the first variable or fixed Annuity Payment is due by the number of
Accumulation Units cancelled pursuant to the order specified in the Prospectus
as of the date the first Annuity Payment is due, less any applicable premium
taxes not previously deducted.
The Contract contains tables reflecting the dollar amount of the first
monthly payment which can be purchased with each $1,000 of value accumulated
under the Contract. The amounts depend on the variable or fixed Annuity Payout
Option selected, the mortality table used under the Contract (the 1983
Individual Mortality Table a projected using Scale G) and the nearest age of the
Annuitant. The first Annuity Payment is determined by multiplying the benefit
per $1,000 of value shown in the Contract tables by the number of thousands of
dollars of value accumulated under the Contract for the Annuitant.
Determination of the Second and Subsequent Monthly Variable Annuity
Payments: The amount of the second and subsequent variable Annuity Payments is
determined by multiplying the number of Annuity Units attributable to an
Annuitant by the appropriate Annuity Unit Value as of the valuation period ten
(10) days prior to the day such payment is due. The number of Annuity Units
attributable to a particular Annuitant is determined by dividing the first
monthly variable Annuity Payment to that Annuitant by the value of the
appropriate Annuity Unit on the date of such payment. This number of Annuity
B-2
<PAGE>
Units remains fixed during the variable Annuity Payment period, provided no
transfers among the Variable Investment Options are made. If a transfer among
the Variable Investment Options is made, the number of Annuity Units will be
adjusted accordingly.
The assumed investment return of 4% under the Contract is the measuring
point for subsequent variable Annuity Payments. If the actual net investment
rate (on an annual basis) remains constant at 4%, the variable Annuity Payments
will remain constant. If the actual net investment rate exceeds 4%, the variable
Annuity Payment will increase at a rate equal to the amount of such excess.
Conversely, if the actual rate is less than 4%, variable Annuity Payments will
decrease.
The second and subsequent monthly payments made under a Fixed Annuity
Payout Option will be equal to the amount of the first monthly fixed Annuity
Payment (described above).
PERFORMANCE DATA
The tables below provide performance results for each of the Separate
Account's Investment Divisions (except for Gabelli Capital Asset Fund, which
commenced public offering of the Fund's shares on May 1, 1994) through December
31, 1994. The results shown in this section are not an estimate or guarantee of
future investment performance, and do not represent the actual experience of
amounts invested by a particular Contractowner. Moreover, the performance
information for each Investment Division reflects the investment experience of
its underlying Funds for periods prior to the commencement of operations of the
Separate Account (January 16, 1990) if the Funds existed prior to such date.
Such results were calculated by applying all Contract and Separate Account level
charges to the historical Fund performance results for such prior periods.
During such prior periods, the Funds were utilized as the underlying Funds for
other separate accounts of GIAC which were established in connection with the
issuance of other variable contracts.
Average Annual Total Return Calculations
The first section of the following table was calculated using the
standardized method prescribed by the Securities and Exchange Commission. It
illustrates each Investment Division's average annual total return over the
periods shown. The average annual total return for an Investment Division for a
specified period is determined by reference to a hypothetical $1,000 investment
that includes capital appreciation and depreciation for the stated period,
according to the following formula:
P(1 + T)n = ERV
Where: P = A hypothetical purchase of $1,000 from which no
sales load is deducted.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of the hypothetical $1,000
purchase at the end of the period.
Each calculation assumes that all dividends and distributions are
reinvested at net asset value on the reinvestment dates during the period, that
no transfers or additional purchase payments were made and the surrender of the
Contract at the end of each period. The Investment Division's average annual
total return is the annual rate that would be necessary to achieve the ending
value of an investment kept in the Investment Division for the period specified.
The rate of return reflects all charges assessed against a Contract and at the
Separate Account level except for any premium taxes that may be payable. The
charges reflected include any applicable contingent deferred sales charge; the
mortality and expense risk charge; and a pro-rated portion of the contract
administration fee. See the Prospectus for a detailed description of such
charges.
The second section of the table was calculated in the same manner as the
first except that no contingent deferred sales charge was deducted since it is
assumed that the Contract continues through the end of each period.
B-3
<PAGE>
<TABLE>
<CAPTION>
Average Annual Total Return for a Average Annual Total Return on
Contract Surrendered on 12/31/94 12/31/94 Assuming Contract Continues
(Hypothetical $1,000 (Hypothetical $1,000
Purchase Payment) Purchase Payment)
----------------------------------- ------------------------------------
Length of Investment Period Length of Investment Period
----------------------------------- ------------------------------------
Ten Years (or Ten Years (or
Since Fund Since Fund
Investment Division Date of Fund Inception, Inception,
Corresponding To Inception One Year Five Years If Less) One Year Five Years If Less)
- ------------------------------------------ ------------ -------- ---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
The Guardian Cash Fund ................... 1/7/82 -3.40% 2.34% 4.76% 2.60% 3.41% 4.76%%
The Guardian Bond Fund* .................. 5/1/83 -10.31% 5.15% 8.37% -4.58% 6.12% 8.37%
The Guardian Stock Fund* ..........,...... 4/13/83 -8.28% 9.13% 13.49% -2.43% 9.96% 13.49%
Baillie Gifford International
Fund ................................... 2/8/91 -6.29% N/A 5.16% -0.31% N/A 6.47%
Baillie Gifford Emerging
Markets Fund ........................... 10/17/94 N/A N/A -62.15% N/A N/A -48.20%
Value Line Centurion Fund ("VLCF") ....... 11/15/83 -9.16% 16.57% 13.09% -3.36% 11.36% 13.09%
Value Line Strategic Asset
Management Trust ("VLSAM") ............. 10/1/87 -11.63% 9.74% 10.86% -5.99% 10.55% 10.86%
</TABLE>
* During the year ended December 31, 1985, GISC assumed certain operating
expenses of The Guardian Bond Fund and The Guardian Stock Fund. The return
percentages shown for such Funds would be lower without this expense
reimbursement.
Change in Accumulation Unit Value
The following performance information illustrates the cumulative change
and the actual annual change in Accumulation Unit values for the periods
specified for each Investment Division and is computed differently than the
standardized average annual total return information.
An Investment Division's cumulative change in Accumulation Unit values is
the rate at which the value of an Accumulation Unit changes over the time period
illustrated. The actual annual change in Accumulation Unit values is the rate at
which the value of an Accumulation Unit changes over each 12-month period
illustrated. The rates of change in Accumulation Unit values quoted in the table
reflect a deduction for the Contract's mortality and expense risk charge. They
do not reflect deductions for any contingent deferred sales charge, contract
administration fee or premium taxes. The rates of change would be lower if these
charges were included.
<TABLE>
<CAPTION>
Cumulative Change in Accumulation
Unit Value for Period Ended
December 31, 1994
-------------------------------------------
Ten Years (or
Since Fund
Investment Division Inception, Date of Fund
Corresponding To One Year Five Years If Less) Inception
- ------------------------------------------------------------- -------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
The Guardian Cash Fund ...................................... 2.63% 18.38% 59.64% 1/7/82
The Guardian Bond Fund* ..................................... -4.56% 34.72% 123.94% 5/1/83
The Guardian Stock Fund* .................................... -2.41% 60.98% 255.48% 4/13/83
Baillie Gifford International Fund .......................... -0.28% N/A 27.78% 2/8/91
Baillie Gifford Emerging Markets Fund ....................... N/A N/A -12.17% 10/17/94
Value Line Centurion Fund ................................... -3.34% 71.49% 242.96% 11/15/83
Value Line Strategic Asset Management Trust ................. -5.97% 65.33% 111.41% 10/1/87
Change in Accumulation Unit Value for 12-Month Period ended December 31,
-------------------------------------------------------------------------------------------------
Investment Division
Corresponding To 1984* 1985* 1986 1987 1988 1989 1990 1991 1992 1993 1994
- -------------------------------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Guardian Cash Fund ......... 9.17% 6.66% 5.17% 5.13% 6.09% 7.79% 6.75% 4.38% 2.03% 1.46% 2.63%
The Guardian Bond Fund ......... 11.73% 20.96% 13.52% -0.83% 8.44% 12.57% 6.31% 14.86% 6.46% 8.59% -4.56%
The Guardian Stock Fund ........ 9.51% 30.50% 15.76% 0.69% 18.98% 22.02% -12.80% 34.40% 18.69% 18.58% -2.41%
Baillie Gifford International
Fund ......................... N/A N/A N/A N/A N/A N/A N/A 7.40%** -9.95% 32.50% -0.28%
Baillie Gifford Emerging
Markets Fund ................. N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A -12.17%**
Value Line Centurion Fund
("VLCF") ..................... -9.16% 30.42% 15.52% -3.97% 6.35% 29.99% 4.33% 50.44% 4.71% 7.95% -3.34%
Value Line Strategic Asset
Management Trust
("VLSAM") .................... N/A N/A N/A N/A 8.92%** 24.11% -1.32% 41.69% 13.73% 10.57% -5.97%
</TABLE>
* During the year ended December 31, 1985, GISC assumed certain operating
expenses of The Guardian Bond Fund and The Guardian Stock Fund. The return
percentages shown would be lower without this expense reimbursement.
** From date of Fund inception through December 31.
B-4
<PAGE>
Calculation of Yield Quotations for the Cash Fund Investment Division
The yield of the Investment Division of the Separate Account investing in
the Cash Fund represents the net change, exclusive of gains and losses realized
by the Investment Division or the Cash Fund and unrealized appreciation and
depreciation with respect to the Cash Fund's portfolio of securities, in the
value of a hypothetical pre-existing Contract that is credited with one
Accumulation Unit at the beginning of the period for which yield is determined
(the "base period"). The base period generally will be a seven-day period. The
current yield for a base period is calculated by dividing (1) the net change in
the value of the Contract for the base period (see "Accumulation Period" in the
Prospectus) by (2) the value of the Contract at the beginning of the base period
and multiplying by 365/7. Deductions from purchase payments (for example, any
applicable premium taxes) and any applicable contingent deferred sales charge
assessed at the time of withdrawal or annuitization are not reflected in the
computation of current yield of the Investment Division. The determination of
net change in Contract value reflects all deductions that are charged to a
Contractowner, in proportion to the length of the base period and the Investment
Division's average Contract size. The current annualized yield of the Cash Fund
Investment Division for the 7-day period ended December 31, 1994 was 5.34%.
Yield also may be calculated on an effective or compound basis, which
assumes continual reinvestment by the Investment Division throughout an entire
year of net income earned by the Investment Division at the same rate as net
income is earned in the base period. The effective or compound yield for a base
period is calculated by (1) dividing (i) the net change in the value of the
Contract for the base period by (ii) the value of the Contract as of the
beginning of the base period, (2) adding 1 to the result, (3) raising the sum to
a power equal to 365 divided by the number of days in the base period, and (4)
subtracting 1 from the result. The effective annualized yield of the Cash Fund
Investment Division for the 7-day period ended December 31, 1994 was 5.48%.
The current and effective yields of the Cash Fund Investment Division will
vary depending on prevailing interest rates, the operating expenses and the
quality, maturity and type of instruments held in the Cash Fund's portfolio.
Consequently, no yield quotation should be considered as representative of what
the yield of the Investment Division may be for any specified period in the
future. The yield is subject to fluctuation and is not guaranteed.
Performance Comparisons
Advertisements and sales literature for the Separate Account's Investment
Divisions and their underlying Funds may compare their performance to other
investment vehicles and the separate accounts of other insurance companies as
reflected in performance data furnished by sources such as Lipper Analytical
Services, Inc., Morningstar, and Variable Annuity Research & Data Service, all
of which are independent services which monitor and rank the performance of
variable annuity issuers in each of the major categories of investment
objectives on an industry-wide basis. The performance analyses prepared by such
services rank issuers on the basis of total return, assuming reinvestment of
distributions, but may not take sales charges, redemption fees, or certain
expense deductions at the separate account level into consideration.
VALUATION OF ASSETS OF THE SEPARATE ACCOUNT
The value of Fund shares held in each Investment Division at the time of
each valuation is the redemption value of such shares at such time. If the right
to redeem shares of a Fund has been suspended, or payment of redemption value
has been postponed for the sole purpose of computing Annuity Payments, the
shares held in the Separate Account (and corresponding Annuity Units) may be
valued at fair value as determined in good faith by GIAC's Board of Directors.
TRANSFERABILITY RESTRICTIONS
Where a Contract is owned in conjunction with a retirement plan qualified
under the Internal Revenue Code of 1986, as amended ("Code") or a tax-sheltered
annuity program, and notwithstanding any other provisions of the Contract, the
Contractowner may not change the ownership of the Contract nor may the Contract
be sold, assigned or pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose to any person other than
GIAC unless the Contractowner is the trustee of an employee trust qualified
under the Code, the custodian of a custodial account treated as such, or the
employer under a qualified nontrusteed pension plan.
B-5
<PAGE>
EXPERTS
The financial statements of the Separate Account incorporated by reference
in this Statement of Additional Information and in the Registration Statement by
reference to the Annual Report to Contractowners for the year ended December 31,
1994 have been so incorporated in reliance the report of Price Waterhouse LLP,
independent accountants. The financial statements of GIAC as of December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994 appearing in this Statement of Additional Information have been so included
in reliance on the report of Price Waterhouse LLP, independent accountants. Such
financial statements have been included herein or incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
FINANCIAL STATEMENTS
The financial statements of GIAC which are set forth herein beginning on
page B-7 should be considered only as bearing upon the ability of GIAC to meet
its obligations under the Contracts.
The financial statements of the Separate Account are incorporated herein
by reference to the Separate Account's 1994 Annual Report to Contractowners.
Such financial statements, the notes thereto and the reports of the independent
accountants and auditors thereon are incorporated by reference into this
Statement of Additional Information or are included elsewhere in this
Registration Statement. A free copy of the 1994 Annual Report to Contractowners
accompanies this Statement of Additional Information.
The 1994 Annual Report to Contractowners is incorporated herein by
reference to a paper submission for which a confirming copy was filed
electronically.
B-6
<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.
B-7
<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.
B-8
<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.
B-9
<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.
B-10
<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 islicensed 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".
B-11
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 - Continued
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
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.
B-12
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 - Continued
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
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
B-13
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 - Continued
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:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
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
============ ============ ============
</TABLE>
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>
B-14
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 - Continued
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
============ ============ ============ ============
December 31, 1993
---------------------------------------------------------------------
Estimated
Unrealized Unrealized Market
Cost Gain Loss Value
------------ ------------ ------------ ------------
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 mayhave the right to call
or prepay obligations.
B-15
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 - Continued
Estimated
Amortized 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.
B-16
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 - Continued
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,
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.
B-17
<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
B-18
<PAGE>
The Guardian Separate Account D
(Group)
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) The following financial statements have been incorporated by reference
or are included in Part B:
(1) The Guardian Separate Account D (incorporated by reference into
Part B):
Statement of Assets and Liabilities as of December 31, 1994
Combined Statement of Operations for the Year Ended
December 31, 1994
Combined Statements of Changes in Net Assets for the Two
Years Ended December 31, 1994 and 1993
Notes to Financial Statements
Report of Price Waterhouse, Independent Accountants
(2) The Guardian Insurance & Annuity Company, Inc. (included in
Part B):
Balance Sheets as of December 31, 1994 and 1993
Statements of Operations for the Three Years Ended
December 31, 1994, 1993 and 1992
Statements of Changes in Capital Stock and Surplus for the
Three Years Ended December 31, 1994, 1993 and 1992
Statements of Cash Flows for the Three Years Ended
December 31, 1994, 1993 and 1992
Notes to Financial Statements
Report of Price Waterhouse, Independent Accountants
Report of Ernst & Young, Independent Auditors
C-l
<PAGE>
(b) Exhibits
Number Description
- ------ -----------
1 . . . . . Resolutions of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing Separate
Account D (1)
2 . . . . . Not Applicable
3 . . . . . Underwriting and Distribution Contracts:
(a) Distribution and Service Agreement between The
Guardian Insurance & Annuity Company, Inc. and
Guardian Investor Services Corporation, as amended (3)
(b) Form of Broker-Dealer Supervisory and Service
Agreement (2)
4 . . . . . Specimen of Group Variable and Fixed Annuity Contract (4)
5 . . . . . Form of Application for Group Variable and Fixed Annuity
Contract (4)
6 . . . . . (a) Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc. (1)
(b) By-laws of The Guardian Insurance & Annuity Company, Inc.(1)
7 . . . . . Automatic Indemnity Reinsurance Agreement between The
Guardian Insurance & Annuity Company, Inc. and The Guardian
Life Insurance Company of America, as amended (2)
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 . . . . . Opinion and Consent of Counsel (6)
10 . . . . . Consent of Price Waterhouse
11 . . . . . Not Applicable
12 . . . . . Not Applicable
13 . . . . . (a) Powers of Attorney executed by a majority of the Board of
Directors and principal officers of The Guardian Insurance &
Annuity Company, Inc. (5)
(b) Power of Attorney executed by Frank J. Jones, Senior Vice
President, Chief Investment Officer and Director of The
Guardian Insurance & Annuity Company, Inc.(7)
(c) Schedule for Computation of Performance Quotations (6)
- ----------
1. Incorporated by reference to the Registration Statement on Form N-4
(Reg. No. 33-31755), as filed on October 24, 1989.
2. Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on
December 18, 1989.
3. Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on
April 24, 1990.
4. Incorporated by reference to the Registration Statement on Form N-4
(Reg. No. 33-35696), as filed on July 5, 1990.
5. Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-4 (Reg. No. 33-35696), as filed on
April 18, 1991.
6. Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-4 (Reg. No. 33-35696), as filed on
April 30, 1992.
7. Incorporated by reference to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-4 (Reg. No. 33-35696), as filed on
April 27, 1993.
C-2
<PAGE>
Item 25. Directors and Officers of the Depositor
The following is a list of each director and officer of The Guardian
Insurance & Annuity Company, Inc. ("GIAC"), the depositor of the Registrant. The
principal business address of each director and officer is 201 Park Avenue
South, New York, New York 10003.
Name Positions with GIAC
---- -------------------
Arthur V. Ferrara Chairman & Chief Executive Officer
Joseph D. Sargent President & Director
John M. Smith Executive Vice President & Director
Edward K. Kane Senior Vice President, General
Counsel & Director
Frank J. Jones Executive Vice President, Chief
Investment Officer & Director
John C. Angle Director
Philip H. Dutter Director
George T. Conklin, Jr. Director
Leo R. Futia Director
Peter L. Hutchings Director
William C. Warren Director
Charles E. Albers Vice President, Equity Securities
Michele S. Babakian Vice President
John M. Fagan Vice President
Charles G. Fisher Vice President & Actuary
William C. Frentz Vice President, Real Estate
John J. Grandsire Vice President, Administrative
Support
Thomas R. Hickey, Jr. Vice President, Operations
Gary B. Lenderink Vice President, Group Pensions
Frank L. Pepe Vice President & Controller
Donald P. Sullivan, Jr. Vice President
Joseph A. Caruso Secretary
Karen Dickinson Assistant Secretary
John M. Emanuele Treasurer
Rodolfo E. Fidelino Chief Medical Director
Ann T. Kearney Second Vice President
Alexander M. Grant Second Vice President
Raymond J. Henry Second Vice President
Paul Iannelli Assistant Vice President
Paul Parenteau Assistant Vice President
Richard T. Potter, Jr. Counsel
Vickie Riccardo Assistant Counsel
Peggy L. Coppola Assistant Vice President
Larry R. Roscoe Assistant Vice President,
Compliance
Item 26. Persons Controlled by or under Common Control with Registrant
The following list sets forth the persons directly controlled by the
Guardian Life Insurance Company of America ("Guardian Life"), the parent company
of GIAC, the Registrant's depositor, as of April l, 1994:
C-3
<PAGE>
State of Percent of
Incorporation Voting Securities
Name or Organization Owned
---- --------------- -----------------
The Guardian Insurance & Delaware 100%
Annuity Company, Inc.
Guardian Asset Management Delaware 100%
Corporation
Guardian Reinsurance Services, Connecticut 100%
Inc.
Health Care-Guard, Inc. New York 100%
The Guardian Tax-Exempt Fund Massachusetts 63%
The Guardian Baillie Gifford Massachusetts 30%
International Fund
The Guardian Investment Quality Massachusetts 40%
Bond Fund
The Guardian Asset Allocation Massachusetts 32%
Fund
The following list sets forth the persons directly controlled by GIAC
or other affiliates of Guardian Life and, thus, indirectly controlled by
Guardian Life, as of April 19, 1995:
Approximate
Percentage of Voting
Place of Securities Owned
Incorporation by Guardian Life
Name or Organization Affiliates
---- --------------- --------------------
Guardian Investor Services New York 100%
Corporation
Guardian Baillie Gifford Ltd. Scotland 51%
The Guardian Cash Fund, Inc. Maryland 100%
The Guardian Bond Fund, Inc. Maryland 100%
The Guardian Stock Fund, Inc. Maryland 100%
Baillie Gifford International Maryland 100%
Fund, Inc.
The Guardian Park Avenue Fund Massachusetts 28%
Item 27. Number of Contractowners
Type of Contract Number as of April l, 1995
---------------- --------------------------
Individual (Non-Qualified) .............. 23,243
Individual (Qualified) .................. 40,680
Group (Qualified) ....................... 702
------
Total ..... 64,625
C-4
<PAGE>
Item 28. Indemnification
Reference is made to Article VIII of GIAC's By-Laws, as supplemented
by Section 3.2 of the Certificate of Incorporation of GIAC, filed as Exhibits
6(b) and 6(a), respectively, to this Registration Statement and incorporated
herein by reference.
Item 29. Principal Underwriters
(a) Guardian Investor Services Corporation ("GISC") is the principal
underwriter of the Registrant's variable annuity contracts and it is also the
principal underwriter of shares of The Guardian Bond Fund, Inc.; The Guardian
Stock Fund, Inc.; The Guardian Cash Fund, Inc.; Baillie Gifford International
Fund, Inc.; and The Park Avenue Portfolio, a series trust consisting of the
following seven series: The Guardian Cash Management Fund, The Guardian Park
Avenue Fund, The Guardian U.S. Government Securities Fund, The Guardian
Investment Quality Bond Fund, The Guardian Tax-Exempt Fund, The Guardian Asset
Allocation Fund and The Guardian Baillie Gifford International Fund. All of the
aforementioned funds and the series trust are registered with the SEC as
open-end management investment companies under the Investment Company Act of
1940, as amended (the "1940 Act"). In addition, GISC is the distributor of
variable annuity and variable life insurance contracts currently offered by GIAC
through its separate accounts, The Guardian/Value Line Separate Account, The
Guardian Separate Account A, The Guardian Separate Account B, The Guardian
Separate Account C and The Guardian Separate Account D, which are all registered
as unit investment trusts under the 1940 Act.
(b) The following is a list of each director and officer of GISC. The
principal business address of each person is 201 Park Avenue South, New York,
New York 10003.
Name Position(s) with GISC
---- ---------------------
John M. Smith President & Director
John C. Angle Director
Arthur V. Ferrara Director
Leo R. Futia Director
Peter L. Hutchings Director
Edward K. Kane Senior Vice President,
General Counsel & Director
Philip H. Dutter Director
Joseph D. Sargent Director
William C. Warren Director
Frank J. Jones Director
Charles E. Albers Executive Vice President
Michele S. Babakian Vice President
Nikolaos D. Monoyios Vice President
John M. Fagan Vice President
Ryan W. Johnson Vice President & National
Sales Director
Thomas R. Hickey, Jr. Vice President, Operations
John J. Grandsire Vice President, Administrative
Support
Frank L. Pepe Vice President & Controller
Alexander M. Grant Second Vice President
Donald P. Sullivan, Jr. Vice President
C-5
<PAGE>
Name Position(s) with GISC
---- ---------------------
Peggy L. Coppola Assistant Vice President
Kevin S. Alter Assistant Vice President
Richard T. Potter, Jr. Counsel
Larry R. Roscoe Assistant Vice President,
Compliance
John M. Emanuele Treasurer
Scott E. Horowitz Director, Systems Support
Joseph A. Caruso Secretary
Karen Dickinson Assistant Secretary
Paul Iannelli Assistant Controller
Grace Nunez Director, Agency Sales Support
Item 30. Location of Accounts and Records
Most of the Registrant's accounts, books and other documents required
to be maintained by Section 31(a) of the 1940 Act and the rules promulgated
thereunder are maintained by GIAC, the depositor, at its Customer Service
Office, 3900 Burgess Place, Bethlehem, Pennsylvania 18017. Documents
constituting the Registrant's corporate records are also maintained by GIAC but
are located at its Executive Office, 201 Park Avenue South, New York, New York
10003.
Item 31. Management Services
None.
Item 32. Undertakings
The Registrant hereby undertakes to include, as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information.
C-6
<PAGE>
As required by the Securities Act of 1933, this Registration Statement has
been signed 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* President, Chief Executive
- ----------------------------------- Officer and Director
Arthur V. Ferrara
(Principal Executive Officer)
s/FRANK J. JONES* Senior 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/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/JOSEPH D. SARGENT* Director
- -----------------------------------
Joseph D. Sargent
s/WILLIAM C. WARREN* Director
- -----------------------------------
William C. Warren
s/EDWARD K. KANE* Senior Vice President,
- ----------------------------------- General Counsel and Director
Edward K. Kane
s/JOHN C. ANGLE* Director
- -----------------------------------
John C. Angle
s/LEO R. FUTIA* Director
- -----------------------------------
Leo R. Futia
s/GEORGE T. CONKLIN JR.* Director
- -----------------------------------
George T. Conklin, Jr.
s/PHILIP H. DUTTER* Director
- -----------------------------------
Philip H. Dutter
Director
- -----------------------------------
Peter L. Hutchings
*By s/THOMAS R. HICKEY, JR.* Date: April 26, 1995
------------------------------
Thomas R. Hickey, Jr.
Vice President, Operations
Pursuant to a Power of Attorney
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, The Guardian Separate Account D certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment to
the Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York on the 26th day of
April, 1995.
The Guardian Separate Account D
(Registrant)
By: THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
(Depositor)
By: s/THOMAS R. HICKEY. JR.
------------------------------------
Thomas R. Hickey, Jr.
Vice President, Administration
<PAGE>
The Guardian Separate Account D
(Group)
Exhibit Index
Number Description Page No.*
------ ----------- ---------
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.
10(a) Consent of Price Waterhouse
*Page numbers furnished only in manually signed original filed with the
Securities and Exchange Commission.
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
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 5 to the registration statement on Form N-4 (the "Registration
Statement") of our report dated February 10, 1995, relating to the financial
statements appearing in the December 31, 1994 Annual Report to Contractowners of
The Guardian Separate Account D, which is also incorporated by reference into
the Registration Statement. We also consent to the use in the Statement of
Additional Information of our report dated February 8, 1995, relating to the
financial statements of The Guardian Insurance & Annuity Company, Inc., which
appears in such Statement of Additional Information, and to the incorporation by
reference of our report into the Prospectus. We also consent to the references
to us under the heading "Condensed Financial Information" in the Prospectus and
under the heading "Experts" in the Statement of Additional Information.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, NY
April 20, 1995
