As filed with the Securities and Exchange Commission on April 24, 1996
Registration No. 33-31755
811-5880
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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
POST-EFFECTIVE AMENDMENT NO. 7
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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 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, 1996 pursuant to paragraph (b) of Rule 485
|_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485
|_| on (date) pursuant to paragraph (a)(1) of Rule 485
|_| 75 days after filing pursuant to paragraph (a)(2) of Rule 485
|_| on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
|_| this Post-Effective Amendment designates a new effective date for
a previously filed Post-Effective Amendment.
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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 fiscal
year was filed on February 28, 1996.
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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
<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 Contracts; 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 Contracts
Item 7. General Description of Variable Annuity Contracts...................... Description of the Contracts
Item 8. Annuity Period......................................................... Annuity Period
Item 9. Death Benefit.......................................................... Pre-Retirement Death Benefit;
Accumulation Period; Annuity Period
Item 10. Purchases and Contract Value........................................... Description of the Contracts
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
</TABLE>
Part C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
PROSPECTUS
May 1, 1996
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
Offered by
The Guardian Insurance & Annuity Company, Inc.
The Individual Deferred Variable Annuity Contracts ("Contracts") described
in this Prospectus are issued by The Guardian Insurance & Annuity Company, Inc.
("GIAC"), and are designed to provide annuity benefits under retirement programs
entitled to Federal income tax benefits for individual purchasers and other
retirement plans which do not qualify for Federal tax benefits under the
Internal Revenue Code of 1986, as amended (the "Code").
Net premium payments for the Contracts 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.
Two types of Contracts are described in this Prospectus: Single Premium
Payment Contracts (minimum purchase of $5,000) and Flexible Premium Payment
Contracts (minimum initial purchase of $500*). Annuity payments will commence
under one of the Annuity Payout Options provided in the Contracts following the
Retirement Date selected by the Contractowner. The Contracts provide for a
minimum pre-retirement death benefit.
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, 1996, 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.
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*The minimum initial purchase payment for all Flexible Premium Payment Contracts
sold in New York State is $1,000.
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 Contracts................................................. 4
Expense Table............................................................ 5
Condensed Financial Information.......................................... 7
Descriptions of GIAC and the Separate Account............................ 8
Descriptions of the Variable Investment Options.......................... 9
Description of the Fixed-Rate Option..................................... 12
Description of the Contracts............................................. 13
General Information................................................. 13
Pre-Retirement Death Benefit........................................ 13
Purchasing a Contract............................................... 13
Charges and Deductions.............................................. 14
Accumulation Period................................................. 16
Annuity Period...................................................... 17
Transfers of Contract Values........................................ 19
Surrenders and Partial Withdrawals.................................. 20
Other Important Contract Information................................ 21
Performance Results...................................................... 22
Federal Tax Matters...................................................... 24
Voting Rights............................................................ 29
Distribution of the Contracts............................................ 30
Right to Cancel the Contracts............................................ 30
Legal Proceedings........................................................ 30
Additional Information................................................... 31
The Contracts 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
Retirement Date.
Accumulation Unit: A unit of measure used to determine the value of a
Contractowner's interest under the Contract before the Retirement Date. The
Contract has two types of Accumulation Units: Variable Accumulation Units and
Fixed Accumulation Units.
Accumulation Value: The value of all the Accumulation Units in the Separate
Account, the Real Estate Account and/or the Fixed-Rate Option which are credited
to a Contract.
Annuitant: The person upon whose life the annuity payments are based (normally
the recipient of annuity payments) and upon whose death, prior to the Retirement
Date, benefits under the Contract are paid.
Annuity: A series of periodic payments made for 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 Payments: Periodic payments, either variable or fixed in nature, made by
GIAC to the Annuitant at regular intervals after the Retirement Date.
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 Contractowner's or
the Annuitant's death. In the event a Beneficiary is not designated, the
Contractowner or the estate of the Contractowner is the Beneficiary.
Contract Anniversary Date: The annual anniversary measured from the issue date
of the Contract.
Contractowner: The person or entity designated as the owner in the Contract.
Fixed-Rate Option: A deposit option to which Contractowners 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 or series
thereof underlying the Contracts. 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. Each Investment Division is
further divided into two subdivisions: one for funding tax qualified retirement
plans and the other for funding non-tax qualified retirement plans.
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, as selected by the
Contractowner.
Real Estate Account: A separate account of GIAC to which Contractowners may
allocate Net Premium Payments and Accumulation Values.
Retirement Date: The date on which Annuity Payments under the Contract commence.
Surrender Value: The amount payable to the Contractowner or other payee upon
termination of the Contract, other than by the Annuitant's or Contractowner's
death.
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 selected by
the Contractowner.
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 and
Accumulation Values.
3
<PAGE>
SUMMARY OF THE CONTRACTS
The Contracts described in this Prospectus are designed to provide annuity
benefits pursuant to the Annuity Payout Option selected and the retirement plan,
if any, under which a Contract has been issued. The Contracts provide several
underlying allocation options among which the Contractowner may select to pursue
his or her investment objectives. If the Contractowner selects an Annuity Payout
Option that provides for monthly payments during the lifetime of the Annuitant,
GIAC promises to make Annuity Payments continuously for the life of the
Annuitant under the Contracts even if such Annuitant outlives the life
expectancy used in computing the Annuity. While GIAC is obligated to make
Annuity Payments regardless of the longevity of the Annuitant, 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 Contracts during the Accumulation Period, or the aggregate
amount of Annuity Payments made under the Contracts, will equal or exceed the
Net Premium Payments allocated to the Variable Investment Options.
GIAC provides for variable and fixed accumulations and benefits under the
Contracts 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 9, and "Description of the Fixed-Rate
Option," page 12.) To the extent the Contractowner has allocated values to one
or more of the Variable Investment Options, the Contract value prior to the
Retirement Date and the amount accumulated to provide Annuity Payments 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 of gain or loss under the Contracts is borne by the Contractowner except to
the extent that Accumulation Values are allocated to the Fixed-Rate Option where
the investment risk is borne by GIAC.
Contract values may be transferred among the Investment Divisions of the
Separate Account before and after the Retirement Date, subject to certain
conditions and in accordance with any applicable retirement plan. Certain
restrictions apply to transfers to or from the Real Estate Account and out of
the Fixed-Rate Option. (See "Transfers of Contract Values," page 19.)
The Contracts contain 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 of the Contract is withdrawn during
certain periods of time following the payment of premiums, GIAC will deduct
from such Accumulation Value a contingent deferred sales charge ranging
from 6.0% to 1.0%. The percentage amount and the length of time for which
this charge is applicable depends upon the particular Contract purchased. A
federal income tax penalty may be imposed on such withdrawals. (See
"Expense Table," page 5, "Charges and Deductions," page 14, "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, the administrative expenses incurred by GIAC and state premium
taxes, if any, are deducted from the Accumulation Value of the Contracts.
(See "Charges and Deductions," page 14.) 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 Contracts," page 30.)
Contracts offered under this prospectus are available: to retirement plans
which qualify either under Sections 401 or 403(b) of the Code; to individual
retirement account plans established under Section 408 of the Code; in
connection with state and municipal deferred compensation plans under Section
457 of the Code; and other deferred compensation arrangements and under other
retirement plans which may not qualify for similar tax advantages. (See "Federal
Tax Matters," page 24.) As required by the Code, GIAC restricts withdrawals from
Contracts issued in connection with Section 403(b) qualified plans. (See
"Federal Tax Matters --Qualified Contracts -- Section 403(b) Plans," page 27.)
4
<PAGE>
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EXPENSE TABLE
- --------------------------------------------------------------------------------
CONTRACTOWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases:.......... None
Exchange Fee:............................... None
Contingent Deferred Sales Charge:
(1) Single Premium Payment Contracts:*
In connection with Single Premium Payment Contracts, the following charges will
be assessed upon amounts withdrawn during the first seven Contract years
measured from the date of issue.
Contract Year Charge*
1....................... 6%
2....................... 6%
3....................... 5%
4....................... 4%
5....................... 3%
6....................... 2%
7....................... 1%
8 and thereafter........ 0%
- --------------------------------------------------------------------------------
(2) Flexible Premium Payment Contracts:**
In connection with Flexible Premium Payment Contracts, 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:
Single Premium Payment Contract........ $35.00
Flexible Premium Payment Contract...... $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 assets)
Total Fund
Management Other Operating
Fees Expenses Expenses
---------- -------- ----------
The Guardian Cash Fund....................... .50% .03% .53%
The Guardian Bond Fund....................... .50% .04% .54%
The Guardian Stock Fund...................... .50% .03% .53%
Baillie Gifford International Fund........... .80% .19% .99%
Baillie Gifford Emerging Markets Fund........ 1.00% .67% 1.67%
Value Line Centurion Fund.................... .50% .12% .62%
Value Line Strategic Asset Management Trust.. .50% .10% .60%
Gabelli Capital Asset Fund................... 1.00% .78% 1.78%
- --------------------------------------------------------------------------------
* After the first Contract year, 10% of the Accumulation Value as of the
first withdrawal in a Contract year or 10% of the amount of the single
premium payment, whichever is greater, can be withdrawn annually without
charge. For Contracts issued in Section 1035 exchanges or in certain IRA
transfers or rollovers, this no-charge withdrawal privilege may also be
exercised in the first Contract year. After the seventh Contract year,
there is no charge for withdrawals. The maximum amount to which this charge
may be applied cannot exceed the single premium payment and the charge will
not exceed 6% of the amount withdrawn as specified in the table above.
** 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 annually without charge. For
Contracts issued in Section 1035 exchanges or in certain IRA transfers or
rollovers, this no-charge withdrawal privilege may also be exercised in the
first Contract year. 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.
*** These percentages reflect the actual fees and expenses incurred by each
Fund during the year ended December 31, 1995 except for the percentages for
Gabelli Capital Asset Fund, which reflect the period between May 1, 1995
(commencement of operations) and December 31, 1995 and are annualized. The
percentages for Value Line Centurion Fund and Value Line Strategic Asset
Management Trust reflect (as part of "Other Expenses" and "Total Fund
Operating Expenses") 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.
- --------------------------------------------------------------------------------
5
<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
For Single Premium (SP) and Flexible Premium (FP) Payment Contracts
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
If you surrender your contract at If you do not surrender or you
the end of the applicable time annuitize at the end of the
period: applicable time period:
You would pay the following You would pay the following
expenses on a $1,000 investment, expenses on a $1,000 investment,
assuming a 5% annual return on assuming a 5% annual return on
assets: assets:
Single Premium and Flexible Single Premium and Flexible
Premium Contracts Premium Contracts
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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 $79 SP $108 SP $129 SP $215 SP $19 SP $58 SP $99 SP $215 SP
$79 FP $118 FP $159 FP $215 FP $19 FP $58 FP $99 FP $215 FP
- ------------------------------------------------------------------------------------------------------------------------------------
THE GUARDIAN BOND FUND $79 SP $108 SP $130 SP $216 SP $19 SP $58 SP $100 SP $216 SP
$79 FP $118 FP $160 FP $216 FP $19 FP $58 FP $100 FP $216 FP
- ------------------------------------------------------------------------------------------------------------------------------------
THE GUARDIAN STOCK FUND $79 SP $108 SP $129 SP $215 SP $19 SP $58 SP $99 SP $215 SP
$79 FP $118 FP $159 FP $215 FP $19 FP $58 FP $99 FP $215 FP
- ------------------------------------------------------------------------------------------------------------------------------------
BAILLIE GIFFORD INTERNATIONAL
FUND $83 SP $122 SP $154 SP $265 SP $23 SP $72 SP $124 SP $265 SP
$83 FP $132 FP $184 FP $265 FP $23 FP $72 FP $124 FP $265 FP
- ------------------------------------------------------------------------------------------------------------------------------------
BAILLIE GIFFORD EMERGING
MARKETS FUND $91 SP $144 SP $189 SP $334 SP $31 SP $94 SP $159 SP $334 SP
$91 FP $154 FP $219 FP $334 FP $31 FP $94 FP $159 FP $334 FP
- ------------------------------------------------------------------------------------------------------------------------------------
VALUE LINE CENTURION FUND $80 SP $111 SP $134 SP $225 SP $20 SP $61 SP $104 SP $225 SP
$80 FP $121 FP $164 FP $225 FP $20 FP $61 FP $104 FP $225 FP
- ------------------------------------------------------------------------------------------------------------------------------------
VALUE LINE STRATEGIC ASSET
MANAGEMENT TRUST $79 SP $110 SP $133 SP $223 SP $19 SP $60 SP $103 SP $223 SP
$79 FP $120 FP $163 FP $223 FP $19 FP $60 FP $103 FP $223 FP
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI CAPITAL ASSET FUND $92 SP $147 SP $195 SP $345 SP $32 SP $97 SP $165 SP $345 SP
$92 FP $157 FP $225 FP $345 FP $32 FP $97 FP $165 FP $345 FP
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This expense comparison assumes that the expenses reported in the 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, 1995 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 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".
6
<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, 1995, 1994 and 1993
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 1995 Annual Report to
Contractowners which are incorporated by reference into the Statement of
Additional Information. A copy of the 1995 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: 1995 1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
The Guardian Cash Fund .......................... $11.808794 $11.506661 $11.340994 $11.115363 $10.648908 $ 10.00
The Guardian Stock Fund ......................... 16.358812 16.762756 14.136306 11.910247 8.862117 10.00
The Guardian Bond Fund .......................... 13.502913 14.148558 13.029142 12.238317 10.655367 10.00
Gabelli Capital Asset Fund ...................... 10.00++ N/A N/A N/A N/A N/A
Baillie Gifford International Fund .............. 12.765807 12.802570 9.662405 10.739267 10.00** N/A
Baillie Gifford Emerging Markets Fund ........... 8.782325 10.00+ N/A N/A N/A N/A
Value Line Centurion Fund ....................... 17.494618 18.098849 16.765815 16.012030 10.643745 10.00
Value Line Strategic Asset Management Trust ..... 17.078883 18.163921 16.427405 14.444559 10.194445 10.00
Variable Accumulation Unit
Value at End of Period:
The Guardian Cash Fund .......................... $12.319068 $11.808794 $11.506661 $11.340994 $11.115363 $10.648908
The Guardian Stock Fund ......................... 21.774794 16.358812 16.762756 14.136306 11.910247 8.862117
The Guardian Bond Fund .......................... 15.694939 13.502913 14.148558 13.029142 12.238317 10.655367
Gabelli Capital Asset Fund ...................... 10.750707 N/A N/A N/A N/A N/A
Baillie Gifford International Fund .............. 14.035634 12.765807 12.802570 9.662405 10.739267 N/A
Baillie Gifford Emerging Markets Fund ........... 8.628815 8.782325 N/A N/A N/A N/A
Value Line Centurion Fund ....................... 24.224164 17.494618 18.098849 16.765815 16.012030 10.643745
Value Line Strategic Asset Management Trust ..... 21.700306 17.078883 18.163921 16.427405 14.444559 10.194445
TAX QUALIFIED Period from
January 16, 1990*
Number of Variable Accumulation Year Ended December 31, to December 31,
Units Outstanding at End of Period: 1995 1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ---------- -------------
The Guardian Cash Fund .......................... 6,926,901 6,899,486 4,605,152 4,598,975 3,653,165 1,700,209
The Guardian Stock Fund ......................... 23,534,061 18,824,239 12,501,820 6,559,579 3,290,347 1,187,543
The Guardian Bond Fund .......................... 7,014,567 6,312,515 6,016,214 4,175,926 2,017,037 577,640
Gabelli Capital Asset Fund ...................... 991,190 N/A N/A N/A N/A N/A
Baillie Gifford International Fund .............. 7,289,479 7,632,246 3,944,746 1,571,181 732,319 N/A
Baillie Gifford Emerging Markets Fund ........... 749,143 248,098 N/A N/A N/A N/A
Value Line Centurion Fund ....................... 4,771,855 4,045,695 3,406,565 2,515,056 1,302,089 222,225
Value Line Strategic Asset Management Trust ..... 16,584,130 15,618,595 12,594,766 7,568,013 3,081,311 800,545
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: 1995 1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ---------- -------------
The Guardian Cash Fund .......................... 7,241,159 8,107,403 5,394,541 3,895,295 3,061,803 1,672,889
The Guardian Stock Fund ......................... 19,937,985 16,594,903 12,589,044 6,112,466 3,294,032 1,399,202
The Guardian Bond Fund .......................... 6,096,789 5,358,555 5,776,313 4,257,072 2,194,420 711,186
Gabelli Capital Asset Fund ...................... 1,157,178 N/A N/A N/A N/A N/A
Baillie Gifford International Fund .............. 6,575,473 7,442,570 4,620,707 1,499,668 582,292 N/A
Baillie Gifford Emerging Markets Fund ........... 691,090 358,340 N/A N/A N/A N/A
Value Line Centurion Fund ....................... 4,892,644 4,263,710 4,010,263 3,147,495 1,948,573 284,113
Value Line Strategic Asset Management Trust ..... 12,026,703 11,773,225 10,438,598 5,611,106 2,135,711 413,038
</TABLE>
- ----------
* Commencement of operations.
** Commencing February 8, 1991.
+ Commencing October 17, 1994.
++ Commencing May 1, 1995.
7
<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 Contracts offered under this Prospectus. GIAC is licensed to
conduct an insurance business in all 50 states of the United States and the
District of Columbia and had total assets of over $5.0 billion as of December
31, 1995. 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, 1995, Guardian Life had total assets in excess
of $10.9 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 group 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. Each
Investment Division invests in a specific underlying Fund, and thus reflects
that Fund's investment performance. Each such Investment Division is divided
into two subdivisions, one for allocations under tax qualified retirement plans
and the other for non-tax qualified plans. GIAC is the record owner of all of
the Fund shares held by each Investment Division but passes through to the
Contractowners 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. Delaware insurance law provides that the assets of the
Separate Account are not chargeable with liabilities arising out of any other
business GIAC may conduct. (See "Federal Tax Matters.")
The Contractowner may allocate Net Premium Payments and Accumulation Values
among up to six of the Contract's allocation options at any one time. Selecting
the Fixed-Rate Option or the Real Estate Account reduces the number of Funds
which may be selected for allocation. No sales charges are assessed against
premium payments invested in the Funds under the Contracts. 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 make annuity or other payments under the Contract.
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
8
<PAGE>
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
or a series thereof, 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 risk of principal Investment grade debt obligations and U.S.
capital appreciation as a secondary objective government securities, including mortgage-
backed securities
- ------------------------------------------------------------------------------------------------------------------------------------
The Guardian Cash Fund High level of current income consistent with Money market instruments
liquidity and preservation of capital
- ------------------------------------------------------------------------------------------------------------------------------------
Baillie Gifford International Long-term capital appreciation Common stocks and convertible securities
Fund issued by foreign companies
- ------------------------------------------------------------------------------------------------------------------------------------
Baillie Gifford Emerging Markets Long-term capital appreciation Common stocks and convertible securities
Fund 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 Trust High total investment return (current U.S. common stocks ranked 1 or 2 by the
Management income and capital appreciation) consistent Value Line Ranking System,* bonds and money
with reasonable risk market instruments
- ------------------------------------------------------------------------------------------------------------------------------------
Gabelli Capital Asset Fund Growth of capital; current income as a secondary U.S. common stocks and convertible
objective securities
- ------------------------------------------------------------------------------------------------------------------------------------
Certain of the Funds may not be available in all States.
</TABLE>
- --------------------------------------------------------------------------------
* 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).
9
<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 of another Fund, or of another registered open-end
management investment company or series thereof or other appropriate investment
vehicle, 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 Guardian Investor Services Corporation ("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.
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.
10
<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 J.W. O'Connor & Co., Inc. 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% 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 generally 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 (other than the
minimum death benefit guarantee) 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 Contracts -- 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 investment
objectives, policies and restrictions. The Real Estate Account is not subject to
the requirements of the 1940 Act and may not be available for allocation in all
states in which the Contracts are available. Read the prospectus carefully
before investing.
11
<PAGE>
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 Contracts
are available.
General Information
The Contract permits the owner to allocate all or a portion of any Net
Premium Payment and to transfer all or a portion of his or her Accumulation
Value under the Contract 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 Net Premium Payments or transfers
of Accumulation Value allocated 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 Contracts -- 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 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.")
12
<PAGE>
DESCRIPTION OF THE CONTRACTS
This section of the Prospectus highlights the more significant provisions
of the Contracts. The information included in this section generally describes,
among other things, the benefits, charges, rights and privileges under the
Contracts. 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 Contracts may vary slightly from
state to state due to variations in state regulatory requirements.
General Information
The Contracts are only offered on the lives of individual Annuitants. Two
types of Contracts are available: a Single Premium Payment Contract and a
Flexible Premium Payment Contract. Each of these Contracts is available to
retirement plans which qualify for special Federal income tax treatment
("qualified Contracts") and those which do not qualify for such treatment
("non-qualified Contracts"). (See "Federal Tax Matters.")
A minimum premium payment of $5,000 is required under Single Premium
Payment Contracts. A minimum initial premium payment of $500 is required under
Flexible Premium Payment Contracts (except in New York state where the required
minimum is $1,000). Thereafter, the minimum additional flexible payment is $100.
However, if a Flexible Premium Payment Contract is purchased by, or in
connection with, an employer payroll deduction plan, GIAC will accept purchase
payments below $100. The aggregate of flexible premium payments made in any
Contract year after the first may not exceed the lesser of: (1) ten times the
amount of the premium payments made in the first Contract year or (2) $100,000,
without GIAC's written consent.
The variable annuity payments provided by the Contracts are funded through
investments in the Separate Account and the Real Estate Account. Information
regarding 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."
Pre-Retirement Death Benefit
If the Annuitant (or a Contractowner for non-qualified Contracts) dies on
or before the Retirement Date and GIAC has received due proof of death, GIAC
will pay to the Contract's Beneficiary the greater of: (1) the Accumulation
Value of the Contract as of the end of the Valuation Period during which GIAC
received due proof of death; or (2) the total amount of premiums paid less any
partial withdrawals and any contingent deferred sales charge paid thereon. For
Contracts issued for the benefit of Annuitants who are 75 years of age or older
on the Contract's issue date, the death benefit will be the Accumulation Value
as of the end of the Valuation Period during which GIAC received due proof of
death. The Contractowner may designate a Beneficiary and may change such
designation at any time before the Retirement Date.
The death benefit will ordinarily be paid within seven (7) days of GIAC's
receipt of due proof of death. However, GIAC reserves the right to defer payment
of any Contract benefits, other than guaranteed death benefits, under certain
circumstances. (See "Surrenders and Partial Withdrawals.")
Purchasing a Contract
To purchase a Contract, a completed and signed application and initial
premium payment must be sent 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.
13
<PAGE>
If the application is acceptable to GIAC in the form received, the initial
Net Premium Payment will be credited within two (2) business days after 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.
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 Contracts are made for GIAC's assumption
of mortality and expense risks, administrative expenses, any applicable state
premium taxes, and, where applicable, charges (or credits) to the non-tax
qualified subdivisions of the Separate Account or Real Estate Account 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. The amount of this latter
charge is based on the type of Contract involved. Each charge and deduction
under the Contracts is described below:
Mortality and Expense Risk Charge: The mortality risk assumed by GIAC
arises from its promise to pay death benefit proceeds and 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 Contract, 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 amount 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.
Administrative Expenses: On each Contract Anniversary Date on or before the
Retirement Date, GIAC deducts a contract administration fee of $35 from the
Accumulation Value 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
14
<PAGE>
deduction for administrative expenses reimburses 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 range from
approximately 0.50% to 3.5% of premium payments made for the Contracts. For
those Contracts subject to premium tax, GIAC deducts premium tax either from the
premium payment when made or on the Retirement Date, 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,
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.
Contingent Deferred Sales Charge: GIAC does not deduct a separate sales
charge from premium payments when made. However, a contingent deferred sales
charge ("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 and the time periods for which it applies differ depending upon the type of
Contract purchased.
In connection with Single Premium Payment Contracts, the following charges
will be assessed upon amounts withdrawn during the first seven Contract years
measured from the date of issue:
Contract Year Charge
1.............................. 6%
2.............................. 6%
3.............................. 5%
4.............................. 4%
5.............................. 3%
6.............................. 2%
7.............................. 1%
8 and thereafter...................... 0%
After the first Contract year, 10% of the Accumulation Value as of the
first withdrawal in a Contract year or 10% of the amount of the single premium
payment, whichever is greater, can be withdrawn annually by the Contractowner
without application of the CDSC. For Contracts issued in Section 1035 exchanges
or in IRA transfers or rollovers from annuity contracts, this no-charge
withdrawal privilege may also be exercised in the first Contract year. Such
withdrawals may, however, be subject to penalty taxes and/or mandatory federal
income tax withholding. (See "Federal Tax Matters.") After the seventh Contract
year there is no charge for withdrawals from Single Premium Payment Contracts.
The maximum amount to which the CDSC may be applied cannot exceed the single
premium payment and the CDSC will not exceed 6% of the amount withdrawn as
specified in the table above.
In connection with Flexible Premium Payment Contracts, 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 without application of the
CDSC. For Contracts issued in Section 1035 exchanges or in IRA transfers or
rollovers from annuity contracts, this no-charge withdrawal privilege may also
be exercised in the first Contract year. Such withdrawals may, however, be
subject to penalty taxes and/or mandatory federal income tax withholding. (See
"Federal Tax Matters.") The maximum
15
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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.
The CDSC is not charged against withdrawals of amounts that have been on deposit
under Flexible Premium Payment Contracts 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."
Other Charges Applicable to the Funds and the Real Estate Account: The net
asset value per share of each of the Funds and of 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 such Fund's average daily net assets. The annual
investment management fee paid to the adviser of the International Fund and the
Emerging Markets Fund is 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
its average daily net assets. No separate fee is payable to the respective
sub-investment advisers of these Funds. The Real Estate Account pays an annual
investment management fee of up to 1.00% based on a weighted average of (1) an
annual fee of 1.00% 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-Rate
Option, 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, 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.
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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 the
investment 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
Retirement Date: Annuity Payments under the Contract will begin on the
Retirement Date, which is the first day of the calendar month and year selected
by the Contractowner. This date cannot be later than the Annuitant's 85th
birthday, except when otherwise agreed by GIAC. The Retirement Date may also be
determined by the retirement plan under which the Contract is issued.
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 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.
The 1983 decision of the U.S. Supreme Court in Arizona Governing Committee
v. Norris can be interpreted to require all "employer-related plans" to use rate
tables that are gender-neutral in calculating annuity purchase rates. In order
to accommodate employer-related plans funded by the Contracts, revised annuity
rate tables providing benefits on a gender-neutral basis have been developed and
filed in the states where GIAC is admitted to do business. Contracts that are
not purchased in connection with employer-related plans will continue to be
offered on the customary basis with gender-distinct annuity purchase rates,
unless prohibited by state law. The Contracts offered by this Prospectus to
residents of such states will have Contract benefits which are based on
gender-neutral annuity rate tables.
Annuity Payout Options: The Contractowner may elect to have Annuity
Payments made under any one of the variable or fixed Annuity Payout Options
specified in the Contracts and described below. A change of Annuity Payout
Option is permitted only prior to the Retirement Date. In the absence of an
election, 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). Annuity Payments will be made monthly except that: (1) proceeds of less
than $2,000 will be paid in a single sum; and (2) GIAC may change the schedule
of installment payments to avoid
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payments of less than $20. The Annuity Payout Options currently available for
both variable and fixed Annuity Payments under the Contracts 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 due date of the second Variable Annuity Payment, two
such payments if he or she died before the third Variable Annuity Payment
date, 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.
Option V-3 -- Joint and Survivor Annuity: Under this option, a
Variable Annuity Payment will be made monthly during the joint life times
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 third Variable Annuity Payment date, 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 due date of the second Fixed Annuity Payment, two such
payments if he or she died before the third Fixed Annuity Payment date, 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
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.
Option F-3 -- Joint and Survivor Annuity: Under this option, a Fixed
Annuity Payment will be made monthly during the joint life times 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
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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 third Fixed
Annuity Payment date, 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 both before and after the Retirement Date.
Transfers to and from the Fixed-Rate Option are only permitted before the
Retirement Date. 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 Annuity 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 Contracts.
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: GIAC will not honor telephone transfer instructions
unless proper authorization has been 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.
Each telephone transfer instruction must include a precise identification of the
owner's Contract and the Contractowner's Personal Security Code. GIAC may accept
telephone transfer instructions from any caller 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 drastic economic 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.
Transfer Rules During the Accumulation Period: During the Accumulation
Period up until 30 days prior to the Retirement Date, the Contractowner may
transfer all or part of the Accumulation Value among the Contract options,
subject to the following:
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(1) 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.
(2) 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.
(3) 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 Rules After the Retirement Date: After the Retirement Date, a
Contractowner may also transfer all or part of the Annuity Value 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 GIAC's receipt of proper transfer instructions at its Customer
Service Office. The restrictions pertaining to transfers out of the Real Estate
Account, as set forth above, also apply to post-Retirement Date transfers. No
transfers into or out of the Fixed-Rate Option are currently permitted after the
Retirement Date.
Surrenders and Partial Withdrawals
During the Accumulation Period, 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. GIAC will not
honor a request for a surrender or partial withdrawal after the Retirement Date.
If a surrender or partial withdrawal is made, a contingent deferred sales
charge may be imposed. (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 charges 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 is 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
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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.
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 (other than guaranteed death 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.)
NOTE: Withdrawals from Contracts issued in connection with Section 403(b)
qualified plans are restricted under the Code. See "Federal Tax Matters --
Qualified Contracts -- Section 403(b) Plans" for information about the
circumstances under which withdrawals may be made from such Contracts.
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 transfer
specified level dollar amounts from the Cash Fund Investment Division to other
Variable Investment Options and/or the 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, a Contractowner 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 six Contract options, including the Cash Fund Investment Division, at any
given time. A Contractowner may elect this program at the time 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
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$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; (4)
the Contract is surrendered; or (5) the Retirement Date occurs.
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 also be invested in either (i) a
maximum of five other Variable Investment Options or (ii) the Fixed- Rate Option
and a maximum of four other Variable Investment Options. The Dollar Cost
Averaging program may not be elected after the Retirement Date.
Assignment: Assignment of the Contractowner's interest in the Contract is
prohibited when the Contract is used in connection with any retirement plan
contemplated by Sections 401(a), 403(b) or 408 of the Code and any corporate
retirement plan unless the Contractowner is not the Annuitant or the Annuitant's
employer. 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 who sold him or her the Contract or may call GIAC at 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
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provide the average annual total returns for one, five and ten years, or the
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 also 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
investment 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 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 specifically, 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
Ratings Group, 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
and to pay pre-retirement death benefits.
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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
Diversification: Section 817(h) of the Code provides that variable annuity
contracts will not be treated as annuities unless the underlying investments are
"adequately diversified" in accordance with regulations prescribed by the
Secretary of the Treasury. Such regulations require, among other things, that
the Funds or the Real Estate Account invest no more than 55% of the value of
their respective assets in one investment; 70% in two investments; 80% in three
investments; and 90% in four investments. GIAC intends that the Funds and the
Real Estate Account underlying the Contracts will be managed by the applicable
investment managers so as to comply with these diversification requirements. If
the diversification requirements are not met by each and every Variable
Investment Option, the Contract could lose its overall tax status as an annuity,
resulting in current taxation of the excess of Contract value over the
"investment in the Contract." A Contractowner's "investment in the Contract"
generally equals: (1) the aggregate amount of premium payments or other
consideration paid for the Contract minus (2) the aggregate amount received
under the Contract, to the extent such amount was not excluded from gross
income.
In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate accounts used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includible in the
variable contractowner's gross income. The IRS has stated that a variable
contractowner will be considered the owner of separate account assets if the
contractowner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. To date, no regulations
or rulings have been issued regarding the circumstances under which a
contractowner's ability to control investments through premium allocation and
transfer privileges would cause him or her to be treated as the owner of the
assets in an insurance company's separate account. GIAC does not know what
standards will be set forth, if any, in the regulations or rulings which the
Treasury Department has stated it expects to issue to provide guidance in this
area. Accordingly, GIAC reserves the right to modify the Contract as necessary
to attempt to prevent the Contractowner from being considered the owner of the
assets of the Separate Account or the Real Estate Account, or otherwise to
maintain favorable tax treatment of the Contracts.
Distribution of Benefits: Non-qualified Contracts will not be treated as
annuity contracts for purposes of Section 72 of the Code unless the Contract
provides that: (1) if any Contractowner dies on or after the Retirement Date,
but prior to the time the entire interest in the Contract has been distributed,
the remaining portion of such interest will be distributed at least as rapidly
as under the method of distribution in effect when the Contractowner
24
<PAGE>
died; and (2) if any Contractowner dies prior to the Retirement Date, the entire
interest will be distributed within five years of the Contractowner's death.
These requirements will be considered satisfied if that portion of the
Contractowner's interest which is payable to or for the benefit of a "designated
beneficiary," will be distributed over the life or life expectancy of that
beneficiary and such distributions begin within one year of the Contractowner's
death. The Contractowner's "designated beneficiary" is the person designated by
the Contractowner as Beneficiary and to whom ownership of the Contract passes by
reason of death. For this purpose, the Beneficiary must be a natural person. If
the Beneficiary is the Contractowner's surviving spouse, the Contract may be
continued with the surviving spouse as the new Contractowner. Non-qualified
Contracts contain provisions intended to comply with Section 72(s) of the Code.
However, regulations interpreting these requirements of the Code have not yet
been issued. Accordingly, the provisions contained in such Contracts will be
reviewed and may be modified to assure compliance with the Code's requirements
when clarified by regulations or otherwise.
Note: The remaining discussion concerning non-qualified Contracts assumes
that the Contracts will be traded as annuities under Section 72 of the Code,
that the underlying investments of the Contracts are "adequately diversified"
under Section 817(h) of the Code, and that the Contract is not issued in
connection with a retirement plan qualifying for favorable tax treatment under
the Code.
A Contractowner who is a natural person is generally not taxed on increases
in the value of a Contract until distribution, either as a lump sum payment
received by surrender or partial withdrawal, or as annuity payments. The
assignment or pledge of any portion of the Contract value may be treated as a
distribution. The taxed portion of a distribution (whether in the form of a lump
sum payment or an annuity) is taxed as ordinary income.
Contractowners who are not natural persons generally must include in income
any increase in the excess of the Contract's Accumulation Value over the
"investment in the Contract" during the taxable year, whether or not such
increase is distributed. There are some exceptions to this rule and a
prospective owner that is not a natural person may wish to discuss these with a
competent tax adviser.
The following discussion applies to Contracts owned by natural persons.
Generally, amounts received by surrender or partial withdrawal are first
treated as taxable income to the extent that the Contract's Accumulation Value
immediately before the surrender/withdrawal exceeds the "investment in the
Contract." Any additional amount withdrawn is not taxable.
Although the tax consequences may vary depending on the form of Annuity
Payout Option selected, the recipient of an Annuity Payment generally is taxed
on the portion of such payment that exceeds the "investment in the Contract."
For variable annuity payments, the taxable portion is determined by a formula
that establishes a specific dollar amount of each payment that is not taxed. The
dollar amount is determined by dividing the "investment in the Contract" by the
total number of expected periodic payments. The entire distribution will be
fully taxable once the recipient has recovered the dollar amount of the
"investment in the Contract."
A penalty tax on surrenders or withdrawals equal to 10% of the amount
treated as taxable income may be imposed unless such surrender or withdrawal is:
(1) made on or after age 59 1/2; (2) made as a result of death or disability; or
(3) received in substantially equal installments as a life annuity (subject to
special "recapture" rules if the series of payments is subsequently modified).
Annuity distributions are generally subject to withholding for the
recipient's income tax liability. The withholding rates vary according to the
type of the distribution and the recipient's tax status. Recipients generally
may elect not to have tax withheld from distributions. Redemption requests that
do not indicate a preference regarding withholding will be delayed in processing
until a preference form has been properly completed and received at GIAC's
Customer Service Office. Withholding on taxable distributions is generally
required if the
25
<PAGE>
recipient fails to provide GIAC with his or her correct Social Security number
or if the recipient is a U.S. citizen or expatriate living abroad.
Amounts may be distributed from a Contract because of the death of a
Contractowner or the Annuitant. Generally, such amounts are includable in the
income of the recipient as follows: (1) if distributed in a lump sum they are
taxed in the same manner as a full surrender of the Contract as described above;
or (2) if distributed under an annuity option, they are taxed in the same manner
as annuity payments as described above. For these purposes, the investment in
the contract is not affected by the Contractowner's or Annuitant's death. That
is, the investment in the contract remains the amount of any purchase payments
paid which were not excluded from gross income.
All non-qualified deferred annuity contracts that are issued by GIAC or its
affiliates to the same Contractowner during any calendar year are to be
aggregated for purposes of determining the amount includable in the
Contractowner's gross income under Section 72(e) of the Code. Thus, the proceeds
of a partial withdrawal, surrender or assignment of one or more non-qualified
deferred annuity contracts entered into during the same calendar year will be
includable in the Contractowner's income to the extent of the aggregate excess
of the accumulation values over the investment in all such contracts
("investment in the Contract" is defined above). Potential purchasers of more
than one non-qualified annuity contract should seek advice from legal or tax
counsel as to the possible implications of these rules on the contracts they
intend to purchase.
Transferring the ownership of a Contract, or designating an Annuitant,
payee or other Beneficiary who is not also the Contractowner, the selection of
certain Retirement Dates, or the assignment or exchange of a Contract, may
result in certain income or gift tax consequences to the Contractowner that are
beyond the scope of this discussion. A Contractowner contemplating any transfer
or assignment of a Contract should contact a competent tax adviser about the
potential tax effects of such a transaction.
Possible Tax Changes: In recent years, legislation has been proposed that
would have adversely modified the federal taxation of certain annuities. For
example, one such proposal would have changed the tax treatment of non-qualified
annuities that did not have "substantial life contingencies" by taxing income as
it is credited to the annuity. Although as of the date of this Prospectus
Congress is not considering any legislation regarding the taxation of annuities,
there is always the possibility that the tax treatment of annuities could change
by legislation or other means (such as IRS regulations, revenue rulings, and
judicial decisions). Moreover, it is also possible that any legislative change
could be retroactive (that is, effective prior to the date of such change).
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. 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
Contracts 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 Contracts
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.
Adverse tax consequences may result from contributions in excess of specified
limits; distributions prior to age 59 1/2 (subject to certain exceptions);
distributions that do not conform to specified commencement and minimum
distribution rules; aggregate
26
<PAGE>
distributions in excess of a specified annual amount; and in other specified
circumstances. Purchasers of Contracts for use with any retirement plan should
consult their legal counsel and tax adviser regarding the suitability of the
Contract.
Following are brief descriptions of the various types of plans with which
the Contracts described in this Prospectus may be used:
Section 403(b) Plans: Section 403(b) of the Code permits public
schools and employers specified in Section 501(c)(3) of the Code to
purchase annuity contracts and mutual fund shares through a Section
403(b)(7) custodial account on behalf of their employees. Subject to
certain limitations, the purchase payments for such contracts or mutual
fund shares are excluded from the employees' gross income for tax purposes.
However, these payments may be subject to FICA (Social Security) taxes.
These annuity contracts are commonly referred to as "tax-sheltered
annuities."
Distributions from tax-sheltered annuities are restricted unless the
employee is age 59 1/2, separates from service, dies, becomes disabled, or
incurs a hardship. The employee may not surrender amounts attributable to
either: (1) salary reduction contributions made in years beginning after
December 31, 1988; (2) income attributable to salary reduction
contributions made in years beginning after December 31, 1988; or (3)
income in years beginning after December 31, 1988 on salary reduction
accumulations held as of December 31, 1988. Hardship withdrawals are
further limited to salary reduction contributions only, and may not include
income earned thereon. Hardship withdrawals are generally subject to tax
penalties and contingent deferred sales charges.
If a Contract is purchased as a tax-sheltered annuity under Section
403(b) of the Code, it is subject to the restrictions on redemption
described above. These restrictions on redemption are imposed by the
Separate Account and GIAC in full compliance with and in reliance upon the
terms and conditions of a no-action letter on this subject issued by the
staff of the Securities and Exchange Commission.
Prospective purchasers of the Contracts as tax-sheltered annuities
should seek advice from legal or tax counsel about their eligibility to
purchase a tax-sheltered annuity, limitations on permissible amounts of
purchase payments, distribution restrictions, and tax consequences of
distribution.
Individual Retirement Accounts: Sections 219 and 408 of the Code
permit individuals to contribute to an individual retirement program known
as an "Individual Retirement Account" or "IRA." IRAs are subject to
limitations on the amount which may be contributed and deducted, and the
time when distributions may commence. In addition, distributions from
certain other types of qualified plans may be placed into an IRA on a
tax-deferred basis. Individuals who purchase Contracts for use with an IRA
will receive, in addition to this Prospectus and a copy of the Contract, a
brochure containing information about eligibility, contribution limits, tax
consequences and other particulars concerning IRAs.
Corporate Pension and Profit-Sharing Plans: Section 401(a) of the Code
permits corporate employers to establish various types of retirement plans
for employees, and self-employed individuals to establish qualified plans
for themselves and their employees. These retirement plans may permit the
purchase of the Contracts to accumulate retirement savings 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.
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
27
<PAGE>
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 Contracts 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. For Contracts issued in connection with qualified
plans, the investment in the contract can be zero.
The following rules generally apply to distributions from Contracts
purchased in connection with the plans (other than Section 457 plans) discussed
above:
That portion of any contribution under a Contract made by or on behalf of
an individual (typically an employee) which is not excluded from his or her
gross income (generally, the individual'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. Depending on the terms of the particular plan, the employer may
be entitled to draw on deferred amounts for purposes unrelated to its section
457 plan obligations.
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 IRA or another qualified plan.
A penalty tax of 10% will be imposed on the taxable portion of surrenders
or partial withdrawals from all qualified Contracts, except under circumstances
similar to those relating to non-qualified Contracts (see above). 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 an employee's death to his or her
Beneficiary generally follows these same principles, subject to a variety of
special rules. In particular, the 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.
Distributions from qualified plans are generally subject to the same
withholding rules as distributions from non-qualified Contracts. Certain
distributions from qualified plans are subject to mandatory federal income tax
withholding.
Restrictions under Qualified Contracts: Other restrictions with respect to
the election, commencement, or distribution of benefits may apply under
Qualified Contracts or under the terms of the plans in respect of which
Qualified Contracts are issued.
28
<PAGE>
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 Contracts 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.
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 having an interest in such Fund's shares. GIAC will vote
shares for which no instructions are received in the same proportion as it votes
shares for which it has received instructions. GIAC will typically 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.
Prior to the Retirement Date, the Contractowner has the voting interest
under a Contract. The number of shares held in an Investment Division which are
attributable to a Contract is determined by dividing the Contractowner's
Accumulation Value in that Investment Division by the net asset value per share
of the applicable Fund.
After the Retirement Date, the person then entitled to receive Annuity
Payments has the voting interest. This voting interest will generally decrease
with the gradual reduction of the Contract value during the annuity payout
period. The number of shares held in an Investment Division which are
attributable to an annuitized Contract is determined by dividing the reserve for
such Contract by the net asset value per share of the applicable Fund.
There are no voting rights with respect to the Real Estate Account or the
Fixed-Rate Option.
29
<PAGE>
DISTRIBUTION OF THE CONTRACTS
The Contracts are 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 Contracts, GIAC will generally 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. Where permitted by state law, GIAC reserves the right
to pay additional sales or service compensation while a contract is in force
based on the value of a Contract. Additional amounts may also be paid in
connection with special promotional incentives. The principal underwriter of the
Contracts is GISC, located at 201 Park Avenue South, New York, New York 10003.
RIGHT TO CANCEL THE CONTRACTS
Where required by state law or regulation, the Contracts will contain a
provision which permits cancellation by returning a Contract to GIAC, or to the
registered representative through whom it was purchased, within 10 days of
delivery of a 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.
LEGAL PROCEEDINGS
There are no material legal proceedings pending to which the Separate
Account or GIAC is a party.
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<PAGE>
ADDITIONAL INFORMATION
The Statement of Additional Information contains more details about the
Contracts 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-6
Transferability Restrictions........................ B-6
Experts............................................. B-6
Financial Statements................................ B-6
31
<PAGE>
THE GUARDIAN INVESTOR(R)
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
Issued Through
THE GUARDIAN SEPARATE ACCOUNT D
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
----------
Statement of Additional Information dated May 1, 1996
----------
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the current Prospectus for The Guardian Separate
Account D (marketed under the name "The Guardian Investor") dated May 1, 1996.
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
Valuation of Assets of the Separate Account......... B-6
Transferability Restrictions........................ B-6
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 Contracts are
offered continuously and are 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 1995, 1994 and 1993, GISC received
underwriting commissions from GIAC with respect to the sales of variable annuity
contracts through the Separate Account in the amount of $1,399,215, $1,685,932
and $1,731,347, respectively.
ANNUITY PAYMENTS
The objective of the Contracts 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 after the first monthly payment under a
Variable Investment Option will be determined by multiplying the number of
Annuity Units 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 value of the Contractowner's account 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 corresponding number of Variable or Fixed
Accumulation Units credited to the Contractowner's account as of the date the
first Annuity Payment is due, less any applicable premium taxes not previously
deducted.
The Contracts contain 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.
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 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 under a Contract is determined by
dividing the first monthly variable Annuity Payment by the value of the
appropriate Annuity Unit on the date of such payment. This number of Annuity
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.
B-2
<PAGE>
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 the public offering of its shares on May 1, 1995) 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
Contract Surrendered on 12/31/95
(FP = Flexible Premium Payment Contract; Average Annual Total Return on 12/31/95
SP = Single Premium Payment Contract) Assuming Contract Continues
---------------------------------------- ---------------------------------------
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 -1.80%FP 1.74%FP 4.44%FP
Fund................ 1/7/82 -1.80%SP 2.30%SP 4.44%SP 4.20% 2.84% 4.44%
The Guardian Bond 10.10%FP 7.03%FP 7.84%FP
Fund................ 5/1/83 10.10%SP 7.48%SP 7.84%SP 16.10% 7.93% 7.84%
The Guardian Stock 26.96%FP 18.97%FP 13.62%FP
Fund................ 4/13/83 26.96%SP 19.26%SP 13.62%SP 32.96% 19.56% 13.62%
Gabelli Capital N/A N/A N/A
Asset Fund 5/1/95 N/A N/A N/A N/A N/A N/A
Baillie Gifford 3.82%FP N/A 6.11%FP
International Fund.. 2/8/91 3.82%SP N/A 6.59%SP 9.82% N/A 7.07%
Baillie Gifford
Emerging Markets -7.75%FP N/A -16.07%FP
Fund................ 10/17/94 -7.75%SP N/A -16.07%SP -1.86% N/A -11.64%
Value Line Centurion 32.31%FP 17.11%FP 13.66%FP
Fund ("VLCF")....... 11/15/83 32.31%SP 17.43%SP 13.66%SP 38.31% 17.74% 13.66%
Value Line Strategic
Asset Management 20.92%FP 15.51%FP 12.60%FP
Trust ("VLSAM")..... 10/1/87 20.92%SP 15.85%SP 12.60%SP 26.92% 16.18% 12.60%
</TABLE>
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 changed over the time period
illustrated. The actual annual change in Accumulation Unit values is the rate at
which the value of an Accumulation Unit changed over each 12-month period
illustrated. The rates of change in Accumulation Unit values quoted in the
tables reflect a deduction for the 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, 1995
----------------------------------------------
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.................. 4.32% 15.69% 56.15% 1/7/82
The Guardian Bond Fund.................. 16.24% 47.31% 115.20% 5/1/83
The Guardian Stock Fund................. 33.11% 145.72% 262.61% 4/13/83
Gabelli Capital Asset Fund.............. N/A N/A 7.53% 5/1/95
Baillie Gifford International Fund...... 9.95% N/A 40.49% 2/8/91
Baillie Gifford Emerging Markets Fund... -1.74% N/A -13.71% 10/17/94
Value Line Centurion Fund............... 38.47% 127.61% 264.14% 11/15/83
Value Line Strategic Asset Management Trust 27.06% 112.88% 168.63% 10/1/87
</TABLE>
B-4
<PAGE>
<TABLE>
<CAPTION>
Change in Accumulation Unit Value for 12-Month Period ended December 31,
--------------------------------------------------------------------------------------
Investment Division
Corresponding To 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Guardian Cash Fund ...... 5.17% 5.13% 6.09% 7.79% 6.75% 4.38% 2.03% 1.46% 2.63% 4.32%
The Guardian Bond Fund ...... 13.52% -0.83% 8.44% 12.57% 6.31% 14.86% 6.46% 8.59% -4.56% 16.24%
The Guardian Stock Fund ..... 15.76% 0.69% 18.98% 22.02% -12.80% 34.40% 18.69% 18.58% -2.41% 33.11%
Gabelli Capital Asset Fund .. N/A N/A N/A N/A N/A N/A N/A N/A N/A 7.53%*
Baillie Gifford International
Fund ........................ N/A N/A N/A N/A N/A 7.40%* -9.95% 32.50% -0.28% 9.95%
Baillie Gifford Emerging
Markets Fund ................ N/A N/A N/A N/A N/A N/A N/A N/A -12.17% *-1.74%
Value Line Centurion Fund
("VLCF") .................... 15.52% -3.97% 6.35% 29.99% 4.33% 50.44% 4.71% 7.95% -3.34% 38.47%
Value Line Strategic Asset
Management Trust
("VLSAM") ................... N/A N/A 8.92%* 24.11% -1.32% 41.69% 13.73% 10.57% -5.97% 27.06%
</TABLE>
* From date of commencement of public offering of Fund's shares through
December 31.
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 the result 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, 1995
was 5.26%.
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, 1995 was 5.40%.
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 independent 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 into consideration.
B-5
<PAGE>
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"), a tax-sheltered
annuity program or individual retirement account, 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 non-trusteed pension plan.
EXPERTS
The financial statements of the Separate Account incorporated 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,
1995 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants. The financial statements of GIAC as of December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995 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 firm 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 1995 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 1995 Annual Report to Contractowners
accompanies this Statement of Additional Information.
B-6
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
BALANCE SHEETS
================================================================================
<TABLE>
<CAPTION>
December 31,
---------------------------------
1995 1994
---- ----
<S> <C> <C>
ADMITTED ASSETS
Investments:
Fixed maturities, principally at amortized cost
(market: 1995-- $415,119,363; 1994-- $332,580,514)................ $ 405,213,799 $ 349,574,401
Affiliated money market fund, at market, which approximates cost.... 2,633,939 2,492,635
Investment in subsidiary............................................ 7,604,442 7,305,908
Policy loans-- variable life insurance.............................. 63,842,200 59,319,920
Investment in joint venture......................................... 44,418 51,221
Cash and short-term investments..................................... 17,983,654 4,442,493
Accrued investment income receivable................................ 9,771,251 8,339,330
Due from parent and affiliates...................................... 2,982,854 1,989,409
Other assets........................................................ 9,932,726 7,591,680
Receivable from separate accounts................................... 3,543,010 4,359,809
Variable annuity and EISP/CIP separate account assets............... 4,174,493,377 3,132,332,691
Variable life separate account assets............................... 311,173,536 269,585,495
-------------- --------------
TOTAL ADMITTED ASSETS............................................ $5,009,219,206 $3,847,384,992
============== ==============
LIABILITIES
Policy liabilities and accruals:
Fixed deferred reserves........................................... $ 300,059,252 $ 239,394,355
Fixed immediate reserves.......................................... 4,966,569 5,627,157
Life reserves..................................................... 22,502,664 21,353,994
Minimum death benefit guarantees.................................. 1,171,951 1,549,213
Policy loan collateral fund reserve............................... 61,798,105 57,224,423
Accrued expenses, taxes & commissions.................................. 1,250,797 867,435
Due to parent and affiliates........................................... 16,288,804 11,781,592
Other liabilities (including deferred tax)............................. 13,715,162 9,187,431
Asset valuation reserve................................................ 9,341,353 5,229,909
Variable annuity and EISP/CIP separate account liabilities............. 4,129,376,222 3,094,929,496
Variable life separate account liabilities............................. 306,870,400 262,659,454
-------------- --------------
TOTAL LIABILITIES................................................. 4,867,341,279 3,709,804,459
============== ==============
COMMON STOCK AND SURPLUS
Common Stock, $100 par value, 20,000 shares authorized, issued and
outstanding......................................................... 2,000,000 2,000,000
Additional paid-in surplus............................................. 137,398,292 137,398,292
Assigned and unassigned surplus........................................ 2,479,635 (1,817,759)
-------------- --------------
141,877,927 137,580,533
-------------- --------------
TOTAL LIABILITIES, COMMON STOCK AND SURPLUS...................... $5,009,219,206 $3,847,384,992
============== ==============
</TABLE>
See notes to financial statements.
B-7
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF OPERATIONS
================================================================================
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Premiums and annuity considerations:
Variable annuity ................................... $ 566,644,345 $ 668,146,802 $ 709,523,708
Life-- variable and level term ..................... 12,647,143 29,135,648 4,789,739
Fixed annuity ...................................... 63,455,538 58,851,539 55,272,748
Net investment income ................................ 36,293,598 27,909,606 22,726,013
Amortization of IMR .................................. 257,380 542,157 378,621
Service fees ......................................... 50,593,228 38,805,312 30,388,678
Variable life-- cost of insurance .................... 4,232,564 3,828,702 3,628,039
Net benefit of reinsurance ceded ..................... (18,138,690) 2,448,774 7,650,605
Other income ......................................... 8,187,301 7,200,339 4,762,342
------------- ------------- -------------
724,172,407 836,868,879 839,120,493
------------- ------------- -------------
BENEFITS AND EXPENSES:
Benefits:
Death benefits ..................................... 7,671,355 3,727,449 2,667,399
Annuity benefits ................................... 330,248,710 233,591,876 196,231,910
Surrender benefits ................................. 18,434,505 9,882,392 8,188,767
Increase in reserves ............................... 65,017,032 82,752,551 50,659,936
Net transfers to (from) separate accounts:
Variable annuity and EISP/CIP ...................... 252,764,129 448,425,833 531,986,941
Variable life ...................................... (17,784,281) (8,822,426) (8,746,188)
Commissions .......................................... 34,364,742 45,602,891 38,089,532
General insurance expenses ........................... 25,925,336 15,096,689 14,702,540
Taxes, licenses and fees ............................. 2,477,492 2,731,840 1,510,060
------------- ------------- -------------
719,119,020 832,989,095 835,290,897
------------- ------------- -------------
INCOME (LOSS) BEFORE INCOME
TAXES AND REALIZED GAINS
FROM INVESTMENTS .............................. 5,053,387 3,879,784 3,829,596
Provision for federal income taxes (benefits) ........ 439,667 601,468 1,889,716
------------- ------------- -------------
INCOME (LOSS) BEFORE REALIZED
GAINS FROM INVESTMENTS ........................ 4,613,720 3,278,316 1,939,880
Realized gains from investments, net of federal income
taxes, net of transfer to IMR ...................... 342,455 (2,232) 131,711
------------- ------------- -------------
NET INCOME ...................................... $ 4,956,175 $ 3,276,084 $ 2,071,591
============= ============= =============
</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, 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
Increase in unrealized appreciation of
Company's investment in separate accounts,
net of applicable taxes ..................... (527,471) (527,471)
Increase 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
Disallowed interest maintenance reserve ........ (1,124,268) (1,124,268)
Decrease in non-admitted assets ................ 5,818 5,818
Net decrease in asset valuation reserve ........ (2,233,163) (2,233,163)
------------- ------------- ------------- -------------
Balances at December 31, 1994 .................. 2,000,000 137,398,292 (1,817,759) 137,580,533
------------- ------------- ------------- -------------
Net income from operations ..................... 4,956,175 4,956,175
Increase in unrealized appreciation of Company's
investment in separate accounts, net of
applicable taxes ............................ 3,024,930 3,024,930
Increase in unrealized appreciation of
Company's investment in joint venture ....... (6,803) (6,803)
Increase in unrealized appreciation of
Company's investment in subsidiary .......... 298,534 298,534
Disallowed interest maintenance reserve ........ 143,080 143,080
Increase in non-admitted assets ................ (7,078) (7,078)
Net decrease in asset valuation reserve ........ (4,111,444) (4,111,444)
------------- ------------- ------------- -------------
Balances at December 31, 1995 .................. $ 2,000,000 $ 137,398,292 $ 2,479,635 $ 141,877,927
============= ============= ============= =============
</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,
-----------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash flows from insurance activities:
Premium and annuity considerations ..................... $ 634,983,490 $ 732,848,313 $ 770,326,214
Investment income ...................................... 35,916,075 26,625,996 24,134,387
Service fees ........................................... 47,345,894 35,502,165 26,155,952
Variable life cost of insurance ........................ 4,196,060 3,825,865 3,612,218
Net benefit of reinsurance ceded ....................... (16,860,850) 15,996,575 4,068,302
Claims and annuity benefits ............................ (351,544,810) (247,055,539) (206,970,151)
Commissions ............................................ (32,903,591) (37,186,792) (38,002,664)
General insurance expenses ............................. (21,641,468) (15,895,233) (13,863,833)
Taxes, licences and fees ............................... (1,883,881) (2,896,965) (1,028,249)
Net transfers to separate accounts ..................... (227,981,221) (436,829,701) (521,601,186)
Federal income tax (excluding tax on capital gains) .... (1,737,654) (1,217,735) 1,372,898
Increase in policy loans ............................... (4,522,280) (6,527,387) (4,691,084)
Other sources (applications) ........................... 8,193,634 10,477,284 6,381,750
------------- ------------- -------------
NET CASH PROVIDED BY INSURANCE
ACTIVITIES ...................................... 71,559,398 77,666,846 49,894,554
------------- ------------- -------------
Cash flows from investing activities:
Proceeds from dispositions of investment securities .... 62,404,716 150,649,968 107,412,956
Purchases of investment securities ..................... (118,543,796) (231,132,415) (153,772,748)
Net proceeds from short-term investments ............... -- -- 2,459,000
Investment in joint venture ............................ -- -- --
(Increase) decrease in investments in separate account . (100,000) (950,000) (1,800,000)
Federal income tax on capital gains .................... 1,173,020 (1,538,101) (846,813)
Amount due to/(from) broker ............................ (2,952,177) (1,926,825) 4,590,573
------------- ------------- -------------
NET CASH USED IN INVESTING ACTIVITIES ............. (58,018,237) (84,897,373) (41,957,032)
------------- ------------- -------------
Cash flows from financing activities:
Capital contributed by parent .......................... -- -- --
------------- ------------- -------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES ........................................... -- -- --
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH ...................... 13,541,161 (7,230,527) 7,937,522
CASH AND SHORT-TERM INVESTMENTS
AT BEGINNING OF YEAR ................................. 4,442,493 11,673,020 3,735,499
------------- ------------- -------------
CASH AND SHORT-TERM INVESTMENTS
AT END OF PERIOD ..................................... $ 17,983,654 $ 4,442,493 $ 11,673,021
============= ============= =============
</TABLE>
See notes to financial statements.
B-10
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
Note 1 -- Organization
Organization: The Guardian Insurance & Annuity Company, Inc. (GIAC or the
Company) is a wholly owned subsidiary of The Guardian Life Insurance Company of
America (Guardian Life). The Company is licensed to conduct life and health
insurance business in all fifty states and the District of Columbia. The
Company's primary business is the sale of variable deferred annuity contracts
and variable and term life insurance policies. For variable products other than
401(k) products contracts are sold by insurance agents who are licensed by GIAC
and are either Registered Representatives of Guardian Investor Services
Corporation (GISC) or of broker dealer firms which have entered into sales
agreements with GIAC and GISC. The Company's general agency distribution system
is used for the sale of other products and policies.
Guardian Investor Services Corporation 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 GIAC which
are investment options for the variable products.
Insurance Separate Accounts: The Company has established eleven 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
B-11
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
companies would have to apply all applicable authoritative GAAP accounting
pronouncements in order to describe the financial statements as prepared in
"conformity with generally accepted accounting principles."
Management has not yet finalized the effect on its December 31, 1995
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 carried at equity
in GIAC's underlying net assets. Undistributed earnings or losses are reflected
as unrealized capital gains and losses directly in unassigned surplus. Dividends
received from GISC are recorded as investment income and amounted to $6,700,000
in 1995 and $4,900,000 in 1994.
Short-Term Investments: Short-term investments are stated at amortized
cost and consist primarily of investments having maturities at the date of
purchase of six months or less. Market values for such investments approximate
carrying value.
Loans on Policies: Loans on policies are stated at unpaid principal
balance. The carrying amount approximates fair value since loans on policies
have no defined maturity date and reduce the amount payable at death or at
surrender of the contract.
Investment Reserves: 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
1995 and 1994 was 5.75% and 5.75%, respectively. The interest rates credited on
the
B-12
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
fixed rate option offered to certain variable annuity contractowners ranged from
5.00% to 5.25% during 1995. For the fixed rate option currently issued, the
issue and renewal interest rates credited varies from month to month and ranged
from 5.50% to 5.20% in 1995. Fixed immediate reserves are a liability within the
general account for those annuitants who have elected a fixed annuity payout
option. The immediate contract reserve is computed using the 1971 IAM Table and
a 4% discount rate.
Minimum death benefits guarantees represent a reserve for term insurance
to support guaranteed insurance amounts on variable life policies in the event
of possible declines in separate account assets, assuming a 4% discount rate and
mortality consistent with the 1958 or 1980 CSO Table applicable in the pricing
of each policy.
The loan collateral fund reserve is the cash value of loaned variable life
policyowner account values. The reserve is credited with interest at 4% per
annum for single premium variable life policyowners and 6.5% for annual pay
variable life policyowners.
The preparation of financial statements in conformity with statutory
accounting practices requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
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,
1995 and 1994 non-admitted assets consisted of agents' balances and
miscellaneous receivables in the amounts of $84,575 and $77,498, 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 $117.7
million and $105.5 million at December 31, 1995 and 1994, 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.
Other: Certain reclassifications have been made in the amounts presented
for prior periods to conform those periods with the 1995 presentation.
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
B-13
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
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 $1,209,000, $590,000 and $871,000 at
December 31, 1995, 1994 and 1993, respectively.
A reconciliation of federal income tax expense, based on the prevailing
corporate income tax rate of 35% for 1995, 1994 and 1993 to the federal income
tax expense reflected in the accompanying financial statements is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Income tax at prevailing corporate income tax rates
applied to pretax statutory income ............. $ 1,768,688 $ 1,357,924 $ 1,340,359
Add (deduct) tax effect of:
Adjustment for annuity and other reserves ...... 337,668 141,295 (277,137)
DAC Tax ........................................ 666,260 1,575,953 1,819,878
Dividend from subsidiary ....................... (2,345,000) (1,715,000) (1,015,000)
Other-- net .................................... 12,051 (758,704) 21,616
----------- ----------- -----------
Provision for Federal Income Taxes (Benefits) ..... $ 439,667 $ 601,468 $ 1,889,716
=========== =========== ===========
</TABLE>
The provision for federal income taxes includes deferred taxes of $304,923
in 1995, $99,120 in 1994 and $283,571 in 1993 applicable to the difference
between the tax basis and the financial statement basis of recording investment
income relating to accrued market discount.
Note 4 -- Investments
The major categories of net investment income are summarized as follows:
Year Ended December 31,
-----------------------------------------
1995 1994 1993
---- ---- ----
Fixed maturities .................. $25,795,915 $19,949,553 $18,104,573
Affiliated money market funds ..... 130,729 84,083 51,072
Subsidiary ........................ 6,700,000 4,900,000 2,900,000
Policy loans ...................... 2,847,532 2,547,670 2,296,794
Short-term investments ............ 1,181,215 622,391 269,175
Joint venture dividend ............ 684,306 789,867 --
----------- ----------- -----------
37,339,697 28,893,564 23,621,614
Less investment expenses .......... 1,046,099 983,959 895,601
----------- ----------- -----------
Net Investment Income ............. $36,293,598 $27,909,605 $22,726,013
=========== =========== ===========
B-14
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
Net realized gains, less applicable federal income taxes and transfer to
IMR, are summarized as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Realized capital gains (losses) .......... $ 1,323,447 $(3,994,716) $ 3,170,154
----------- ----------- -----------
Federal income tax expense (benefit):
Current .................................. 622,821 (1,110,135) 1,253,371
Deferred ................................. (42,290) (248,068) (123,690)
----------- ----------- -----------
Total Federal income tax expense (benefit) 580,531 (1,358,203) 1,129,681
----------- ----------- -----------
Transfer to IMR ............................. 400,461 (2,634,280) 1,908,762
----------- ----------- -----------
Net Realized Gains (Losses) ................. $ 342,455 $ (2,233) $ 131,711
=========== =========== ===========
</TABLE>
The increase in unrealized appreciation (depreciation) on fixed maturity
securities was $17,129,267, $(23,246,030) and $120,062 for the years ended
December 31, 1995, 1994 and 1993, 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, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------------------
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 .............................. $ 86,663,351 $ 2,599,555 $ -- $ 89,262,906
Obligations of states and political
subdivisions .......................... 6,086,127 108,215 1,599 6,192,743
Debt securities issued by foreign
governments ........................... 8,061,711 537,479 -- 8,599,190
Corporate debt securities ................ 304,402,610 7,379,556 717,644 311,064,522
Common stocks ............................ 12,032,231 -- 1,793,850 10,238,381
------------ ------------ ------------ ------------
$417,246,030 $ 10,624,805 $ 2,513,093 $425,357,742
============ ============ ============ ============
</TABLE>
B-15
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
<TABLE>
<CAPTION>
December 31, 1994
---------------------------------------------------------
Estimated
Unrealized Unrealized Market
Cost Gain Loss Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations of
U.S. government corporations and
agencies ............................. $ 45,385,889 $ 140,979 $ 2,176,046 $ 43,350,822
Obligations of states and political
subdivisions ......................... 15,383,160 37,245 241,430 15,178,975
Debt securities issued by foreign
governments .......................... 8,100,499 -- 503,504 7,596,995
Corporate debt securities ............... 280,704,853 44,168 14,295,299 266,453,722
Common stocks ........................... 11,890,926 -- 2,092,384 9,798,542
------------ ------------ ------------ ------------
$361,465,327 $ 222,392 $ 19,308,663 $342,379,056
============ ============ ============ ============
</TABLE>
At December 31, 1995, the amortized cost and estimated market value of
debt securities, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations.
Estimated
Amortized Market
Cost Value
------------ ------------
Due in one year or less ...................... $ 56,986,877 $ 57,324,698
Due after one year through five years ........ 238,553,324 242,364,605
Due after five years through ten years ....... 41,900,535 44,642,381
Due after ten years .......................... 34,405,999 36,306,163
------------ ------------
371,846,735 380,637,847
Sinking fund bonds
(including Collateralized
Mortgage Obligations) ..................... 33,367,064 34,481,514
------------ ------------
$405,213,799 $415,119,361
============ ============
During 1995, proceeds from sales of investments in debt securities were
$62,404,716 and gross gains of $993,944 and losses of $377,851 were realized on
these sales.
Note 5 -- Reinsurance Ceded
The Company enters into coinsurance, modified coinsurance and yearly
renewable term agreements with Guardian Life and outside parties 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:
B-16
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
<TABLE>
<CAPTION>
Year Ended December 31
(Amounts in 000's)
-----------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Premiums and annuity considerations ............... $ (37,789) $(147,055) $(286,831)
Deposit - type funds .............................. (3,423) (10,577) (15,966)
Commissions and reinsurance expense allowances .... 10,058 19,542 19,885
Policy and contract claims ........................ 55,109 60,720 52,753
Surrender benefits and other fund withdrawals ..... 774 -- --
Reserve adjustments on reinsurance ceded .......... (32,193) 84,062 241,226
Increase in aggregate reserve for life and accident
and health policies ............................. 11,914 16,350 --
--------- --------- ---------
Net income from reinsurance ceded ....... $ 4,450 $ 23,042 $ 11,067
========= ========= =========
</TABLE>
The Company has entered into a modified coinsurance agreement with
Guardian Life. The net benefit (loss) of reinsurance ceded to Guardian Life
under this agreement totaled ($18,138,690), $2,448,774 and $7,650,605 in 1995,
1994 and 1993 respectively.
The reinsurance contracts do not relieve the Company of its primary
obligation for policyowner benefits.
NOTE 6 -- Reinsurance Assumed
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 $7,153,623 and $21,545,974 in 1995 and 1994,
respectively, related to policies covered under this agreement.
NOTE 7 -- Related Party Transactions
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 1995, 1994 and 1993, premium and annuity
considerations produced by GISC amounted to $400,148,692, $482,872,000 and
$494,873,000, respectively. The related commissions paid to GISC amounted to
$1,409,708, $1,709,799 and $1,738,613 for 1995, 1994 and 1993, 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, 1995 GIAC maintained 37% 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, 1995 and 1994 are as follows:
B-17
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
1995 1994
---- ----
The Guardian Park Avenue Fund .... $ 214,919,292 $ 174,246,222
The Guardian Bond Fund ........... 374,461,581 308,983,625
The Guardian Stock Fund .......... 1,615,270,799 1,038,929,284
The Guardian Cash Fund ........... 356,820,089 386,985,749
-------------- --------------
$2,561,471,761 $1,909,144,880
============== ==============
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 $334,281,959 and $309,678,696
as of December 31, 1995 and 1994, respectively.
The Company maintains an investment in an affiliated money market mutual
fund, The Guardian Cash Management Fund. At December 31, 1995 and 1994 this
amounted to $2,633,939 and $2,492,635, 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 $23,613,359 in 1995, $13,225,062 in 1994 and $12,702,470 in 1993,
and, in the opinion of management, were considered appropriate for the services
rendered.
NOTE 8 -- Separate Accounts
The following represents a reconciliation of net transfers from GIAC to
the separate accounts:
Transfers as reported in the Summary of Operations of the Separate Account
Statement:
1995 1994
---- ----
Transfers to separate accounts ........... $ 582,715,569 $ 688,657,147
Transfers from separate accounts ......... (398,346,503) (288,606,548)
------------- -------------
Net transfers to (from) separate accounts 184,369,066 400,050,599
------------- -------------
Reconciling Adjustments:
Mortality & expense guarantees-- Annuity . 41,474,872 31,629,838
Mortality & expense guarantees-- VLI ..... 1,571,955 1,341,318
Administrative fees-- VA only ............ 3,331,391 2,752,950
Cost of collection-- VLI ................. 4,232,564 3,828,702
------------- -------------
Total adjustments ........................ 50,610,782 39,552,808
------------- -------------
Transfers as reported in the Summary of
Operations of GIAC ..................... $ 234,979,848 $ 439,603,407
============= =============
B-18
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 -- Continued
NOTE 9-- Annuity Actuarial Reserves and Deposit Liabilities
The following describes withdrawal characteristics of annuity actuarial
reserves and deposit liabilities:
<TABLE>
<CAPTION>
Year Ending 1995 Year Ending 1994
---------------------- ----------------------
Amount % Amount %
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal
with market value adjustment ........ -- --
at book value less current surrender
charge of 5% or more ................. -- --
at market value ..................... -- --
total with adjustment or at
market value ......................... -- --
at book value without adjustment
(minimal or no charge or
adjustment) ............................ $300,107,673 78.08 $239,437,798 74.56
Not subject to discretionary withdrawal 84,263,477 21.92 81,703,584 25.44
------------ ------ ------------ ------
Total (gross) .......................... 384,371,150 100.00 321,141,382 100.00
Reinsurance ceded ...................... -- --
------------ ------ ------------ ------
Total .................................. $384,371,150 100.00% $321,141,382 100.00%
============ ====== ============ ======
</TABLE>
This does not include $4,046,768,087 of non-guaranteed annuity reserves
held in separate accounts, and $1,500,869 in annuity reserves being held as a
loan collateral fund for loans on certain annuity contracts.
B-19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
February 9, 1996
To the Board of Directors of
The Guardian Insurance & Annuity Company, Inc.
In our opinion, the accompanying balance sheets and 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, 1995 and 1994, and the results
of its operations and its cash flows for the three years in the period ended
December 31, 1995, 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
B-20
<PAGE>
The Guardian Separate Account D
(Individual)
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, 1995
Combined Statement of Operations for the Year Ended
December 31, 1995
Combined Statements of Changes in Net Assets for the Two Years
Ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Price Waterhouse LLP, Independent Accountants
(2) The Guardian Insurance & Annuity Company, Inc. (included in
Part B):
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the Three Years Ended
December 31, 1995, 1994 and 1993
Statements of Changes in Capital Stock and Surplus for the
Three Years Ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the Three Years Ended
December 31, 1995, 1994 and 1993
Notes to Financial Statements
Report of Price Waterhouse LLP, Independent Accountants
(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 Variable Annuity Contract(3)
5 Form of Application for Variable Annuity Contract(1)
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)
<PAGE>
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.(7)
9 Opinion and Consent of Counsel(5)
10 (a) Consent of Price Waterhouse LLP
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.(4)
(b) Power of Attorney executed by Frank J. Jones, Senior
Vice President, Chief Investment Officer and Director of
The Guardian Insurance & Annuity Company, Inc.(6)
(c) Schedule for Computation of Performance Quotations(5)
27 Financial Data Schedule
- ----------
(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 Post-Effective Amendment No. 2 to the
Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April
18, 1991.
(5) Incorporated by reference to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April
30, 1992.
(6) Incorporated by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April
27, 1993.
(7) Incorporated by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April
28, 1995.
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
---- -------------------
Joseph D. Sargent President & Chief Executive
Officer
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
Philip H. Dutter Director
Arthur V. Ferrara 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
Thomas R. Hickey, Jr. Vice President, Operations
Ryan W. Johnson Vice President, Equity Sales
Gary B. Lenderink Vice President, Group Pensions
Frank L. Pepe Vice President & Controller
Richard T. Potter, Jr. Vice President and Counsel
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, Jr. Second Vice President
Raymond J. Henry Second Vice President
Theresa Kaminski Second Vice President, Group
Pensions Administration
Paul Iannelli Assistant Vice President
Paul Parenteau Assistant Vice President
Peggy L. Coppola Assistant Vice President
Richard A. Cumiskey Assistant Vice President &
Compliance Officer
C-3
<PAGE>
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 1, 1996:
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, Inc. Connecticut 100%
Health Care-Guard, Inc. New York 100%
The Guardian Tax-Exempt Fund Massachusetts 64%
The Guardian Baillie Gifford Massachusetts 30%
International Fund
The Guardian Investment Quality Massachusetts 42%
Bond Fund
Baillie Gifford Emerging Markets Fund Maryland 44%
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 1, 1996:
Approximate
Percentage of Voting
Place of Securities Owned
Incorporation by Guardian Life
Name or Organization Affiliates
---- --------------- ----------
Guardian Investor Services Corporation New York 100%
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%
GBG Funds, Inc. Maryland 100%
Item 27. Number of Contractowners
Type of Contract Number as of April 1, 1996
---------------- --------------------------
Individual (Non-Qualified) ......... 46,952
Individual (Qualified) ............. 23,345
Group (Qualified) .................. 789
------
Total .................... 74,086
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.; The Park Avenue Portfolio, a
series trust consisting of the following six series: The Guardian Cash
Management Fund, The Guardian Park Avenue Fund, The Guardian Investment Quality
Bond Fund, The Guardian Tax-Exempt Fund, The Guardian Asset Allocation Fund and
The Guardian Baillie Gifford International Fund, and GBG Funds, Inc. a series
fund consisting of Baillie Gifford International Fund and Baillie Gifford
Emerging Markets 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 ("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, The Guardian Separate Account D and The
Guardian Separate Account K, 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
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
Frank L. Pepe Vice President & Controller
Richard T. Potter, Jr. Vice President and Counsel
Donald P. Sullivan, Jr. Vice President
C-5
<PAGE>
Name Position(s) with GISC
---- ---------------------
Kevin S. Alter Second Vice President
Alexander M. Grant, Jr. Second Vice President
Ann T. Kearney Second Vice President
Peggy L. Coppola Assistant Vice President
Richard A. Cumiskey Assistant Vice President, &
Compliance Officer
John M. Emanuele Treasurer
Joseph A. Caruso Secretary
Karen Dickinson Assistant Secretary
Paul Iannelli Assistant Controller
Carol M. Cramer Director, Administrative
Support
Scott E. Horowitz Director, Systems Support
Georgia Gaidula Director, Broker-Dealer
Operations
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>
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 23rd day of
April, 1996.
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, Operations
C-7
<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/JOSEPH D. SARGENT * President, Chief Executive
- ---------------------------------- Officer and Director
Joseph D. Sargent
(Principal Executive Officer)
s/FRANK J. JONES* Executive Vice President, Chief
- ---------------------------------- Investment Officer and Director
Frank J. Jones
(Principal Financial Officer)
s/CHARLES E. ALBERS* Vice President, Equity Securities
- ----------------------------------
Charles E. Albers
s/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/ARTHUR D. FERRARA * Director
- ----------------------------------
Arthur D. Ferrara
s/WILLIAM C. WARREN* Director
- ----------------------------------
William C. Warren
s/EDWARD K. KANE* Senior Vice President,
- ---------------------------------- General Counsel and Director
Edward K. Kane
s/LEO R. FUTIA* Director
- ----------------------------------
Leo R. Futia
s/PHILIP H. DUTTER* Director
- ----------------------------------
Philip H. Dutter
__________________________ Director
Peter L. Hutchings
*By s/ THOMAS R. HICKEY, JR.* Date: April 23, 1996
--------------------------
Thomas R. Hickey, Jr.
Vice President, Operations
Pursuant to a Power of Attorney
C-8
<PAGE>
Exhibit Index
Number Description
10(a) Consent of Price Waterhouse
27 Financial Data Schedule
C-9
EX-99.10(a)
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. 7 to the registration statement on Form N-4 (the "Registration
Statement") of our report dated February 9, 1996, relating to the financial
statements appearing in the December 31, 1995 Annual Report to Contractowners of
The Guardian Separate Account D, which is also incorporated by reference into
the Registration Statement. We also consent to use in the Statement of
Additional Information of our report dated February 9, 1996, relating to the
financial statements of The Guardian Insurance & Annuity Company, Inc. which
appears in such Statement of Additional Information, and 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, New York
April 23, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the "Annual
Report to Shareholders" dated December 31, 1995, and is qualified in it's
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 2,099,531,011
<INVESTMENTS-AT-VALUE> 2,439,379,750
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,439,379,750
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,502,258
<TOTAL-LIABILITIES> 7,502,258
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 19,707,706
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 102,500,255
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 339,848,738
<NET-ASSETS> 2,431,877,492
<DIVIDEND-INCOME> 44,873,920
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 25,166,214
<NET-INVESTMENT-INCOME> 19,707,706
<REALIZED-GAINS-CURRENT> 102,500,255
<APPREC-INCREASE-CURRENT> 328,133,297
<NET-CHANGE-FROM-OPS> 450,341,258
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25,166,214
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 25,166,214
<AVERAGE-NET-ASSETS> 2,086,767,198
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0.000
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 0.000
<EXPENSE-RATIO> 0.012
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
