As filed with the Securities and Exchange Commission on April 30, 1998
Registration Nos. 33-83412
811-8736
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
to
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
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THE GUARDIAN SEPARATE ACCOUNT K
(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 Principal Executive Offices)
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RICHARD T. POTTER, JR., ESQ.
The Guardian Insurance & Annuity Company, Inc.
201 Park Avenue South
New York, New York 10003
(Name and address of agent for service)
Copy to:
STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
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It is proposed that this filing will become effective (check appropriate
box):
|_| immediately upon filing pursuant to paragraph (b), or
|X| on May 1, 1998 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i), or
|_| on (date) pursuant to paragraph (a)(i) of Rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for
a previously-filed post-effective amendment.
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The Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The notice required by such rule for the Registrant's most recent
fiscal year was filed on March 26, 1998.
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CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
N-8B-2 Item Heading in Prospectus
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1,2,3,51(a)..................... Cover Page; Summary
4............................... Distribution of the Policy and Other
Contractual Arrangements
5............................... Summary
6(a)............................ The Separate Account
6(b)............................ The Separate Account
7............................... Not Applicable
8............................... Financial Statements
9............................... Legal Proceedings
10(a),(b)....................... Partial Withdrawals; Free Look; Surrender
10(d)........................... Fixed Benefit Life Insurance During the
First 24 Months; Transfers; Transfers from
the Fixed-Rate Option; Dollar Cost Averaging
Transfer Option; Reducing the Face Amount
10(e)........................... Default; Grace Period; Reinstatement
10(f)........................... Voting Rights
10(g),(h)....................... Rights Reserved by GIAC
10(i),44(a),51(g)............... Premiums; Policy Values and Benefits; Policy
Proceeds
11.............................. The Variable Investment Options
12.............................. The Variable Investment Options
13(a),(b),(c),51(g)............. Deductions from Policy Premiums and
Unscheduled Payments; Deductions from the
Mutual Funds
13(d),(g)....................... Not Applicable
13(e),(f)....................... Monthly Deductions from the Policy Account
Value; Transaction Deductions from Policy
Account Value; Deductions from the Separate
Account; Distribution of the Policy and
Other Contractual Arrangements
14.............................. Insureds
15.............................. Allocation of Net Premiums; Crediting
Payments
16.............................. Allocation of Net Premiums; Transfers;
Dollar Cost Averaging Transfer Option;
Policy Loans
17.............................. Surrender; Partial Withdrawals; Free Look;
Policy Proceeds
18.............................. The Variable Investment Options
19.............................. Communications from GIAC
20.............................. Not Applicable
21(a),(b)....................... Policy Loans; Automatic Premium Loan; Policy
Proceeds
21(c),22,23..................... Not Applicable
24.............................. Policy Value Options; Payment Options;
Limits to GIAC's Right to Challenge a
Policy; Other Information
25,27,29,48..................... Summary
26.............................. Not Applicable
28.............................. GIAC's Management
30,31,32,33,34,35,36,37......... Not Applicable
38,39,41(a)..................... Distribution of the Policy and Other
Contractual Arrangements
40.............................. The Funds' Investment Advisers
41(b),(c),42,43................. Not Applicable
44(a)........................... Premiums; Policy Values and Benefits
44(b)........................... Exhibits
44(c)........................... Premiums
45.............................. Not Applicable
46(a),47........................ Amounts in the Separate Account; Net
Investment Factor; Policy Proceeds
46(b)........................... Not Applicable
49,50........................... Not Applicable
51(b)........................... Cover Page
51(c),(d)....................... Death Benefit Options; Charge for the Cost
of Insurance; Mortality and Expense Risk
Charge
51(e),(f)....................... Policyowner and Beneficiary
51(h),(i),(j)................... Not Applicable
52(a),(c)....................... Rights Reserved by GIAC
52(b),(d)....................... Not Applicable
53(a)........................... GIAC's Taxes
53(b),54,55,56,57,58............ Not Applicable
59.............................. Financial Statements
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PARK AVENUE LIFE
Variable Whole Life Insurance Policy
With Modified Scheduled Premiums
Prospectus Dated May 1, 1998
Park Avenue Life is a variable whole life insurance policy with modified
scheduled premiums. The policy is issued by The Guardian Insurance & Annuity
Company, Inc. ("GIAC"), a wholly owned subsidiary of The Guardian Life Insurance
Company of America ("Guardian Life"). The policy provides guaranteed insurance
coverage until the Policy Anniversary nearest the insured's 100th birthday, that
at least equals the Face Amount if Policy Premiums are paid when due, or skipped
under the Premium Skip Option, no partial withdrawals are made and there is no
Policy Debt. Park Avenue Life also provides the opportunity to increase the
amount of insurance coverage and other policy benefits if investment results are
sufficiently favorable.
The policy provides for the payment of Policy Premiums during the insured's
lifetime, or until the Policy Anniversary nearest the insured's 100th birthday.
Under certain circumstances, Policy Premium payments may be skipped. When Policy
Premium payments are skipped, Net Premiums are not added to the Policy Account
Value, and charges continue to be deducted under the policy.
A policyowner may allocate Net Premiums and transfer all or portions of the
Unloaned Policy Account Value among the Variable Investment Options and a
fixed-rate option. Special limits apply to transfers out of the fixed-rate
option. The Variable Investment Options provide variable market returns and are
offered through the investment divisions of The Guardian Separate Account K (the
"Separate Account"). The fixed-rate option provides a guaranteed return of at
least 4% annually. The Policy Account Value increases or decreases with, among
other things, the investment experience and/or credited interest provided by the
Variable Investment Options and the fixed-rate option, as selected by the
policyowner. A policyowner bears the investment risk for amounts held in the
Variable Investment Options.
Within limits, a policyowner may draw upon the Policy Account Value through
policy loans or partial withdrawals. A policyowner may also surrender the policy
for its Net Cash Surrender Value, but then all insurance coverage will end.
Surrender charges will be assessed during the first 12 policy years if the
policy lapses or is surrendered, or if the Face Amount is reduced. The Face
Amount can be reduced by request or as a result of a partial withdrawal. GIAC
also assesses a separate administrative processing charge in connection with
each partial withdrawal.
Regardless of a policy's investment experience, until the Policy Anniversary
nearest the insured's 100th birthday, it will not lapse and the death proceeds
will at least equal the Face Amount set forth in the policy if Policy Premiums
are paid when due, or skipped under the Premium Skip Option, no partial
withdrawals are made and there is no Policy Debt. Upon policy lapse, a
policyowner may continue life insurance coverage for a limited period or in a
reduced amount by electing a policy value option. Also, a policyowner may be
able to reinstate a policy that has not been surrendered for cash for up to five
years after lapse.
Upon the insured's death, GIAC will pay the policy's death proceeds to the
beneficiary(ies). Two death benefit options are offered. Option 1 provides a
death benefit that at least equals the Face Amount of the policy when the
insured dies. Option 2 provides a variable death benefit that will be greater
than the Face Amount when the Policy Account Value exceeds the policy's
Benchmark Value, but that will never be less than the Face Amount when the
insured dies. Under either option, a higher death benefit may apply to satisfy
federal income tax law requirements or if the policy's "variable insurance
amount" exceeds certain levels. Also, under either option, after the Policy
Anniversary nearest the insured's 100th birthday, the death benefit is equal to
the Policy Account Value.
Variable life insurance is not a short term investment. A prospective purchaser
should evaluate the need for life insurance and the policy's long term
investment potential before buying a policy. In addition, it may not be
advantageous to replace existing life insurance coverage by purchasing a Park
Avenue Life policy, particularly if the decision to replace existing coverage is
based solely on a comparison of policy illustrations. For federal income tax
purposes, this policy may be treated as a modified endowment contract under
circumstances described in this prospectus. The policy may be examined and
returned for a full refund for a limited period after the initial Policy Premium
payment has been paid.
This prospectus sets forth information that a prospective purchaser should know
about Park Avenue Life before investing, and should be retained for future
reference. This prospectus is not valid unless it is accompanied by the current
prospectuses for The Guardian Stock Fund, Inc., The Guardian Small Cap Stock
Fund, The Guardian Bond Fund, Inc., The Guardian Cash Fund, Inc., Baillie
Gifford International Fund, Baillie Gifford Emerging Markets Fund, Value Line
Centurion Fund, Inc., Value Line Strategic Asset Management Trust, Gabelli
Capital Asset Fund, MFS Emerging Growth Series, MFS Total Return Series, MFS
Growth With Income Series, MFS Bond Series, American Century VP Value Fund,
American Century VP International Fund, AIM V.I. Value Fund, AIM V.I. Capital
Appreciation Fund, Fidelity VIP III* Growth Opportunities Portfolio, Fidelity
VIP* Equity-Income Portfolio, Fidelity VIP* High Income Portfolio, and Fidelity
VIP II* Index 500 Portfolio.
*VIP, VIP II, and VIP III, as used throughout this prospectus, refer to Variable
Insurance Products Fund, Variable Insurance Products Fund II, and Variable
Insurance Products Fund III, respectively.
Certain funds may not be available in New York State.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
DEFINITIONS ........................................................... 4
SUMMARY ............................................................... 6
PARK AVENUE LIFE POLICY DIAGRAM ....................................... 11
THE PARK AVENUE LIFE POLICY ........................................... 12
Insureds ........................................................ 12
Premiums ........................................................ 12
Policy Premiums ........................................... 12
Basic Scheduled Premiums .................................. 12
Unscheduled Payments ...................................... 13
Premium Skip Option ....................................... 13
Automatic Premium Loan .................................... 14
Allocation of Net Premiums ................................ 14
Crediting Payments ........................................ 15
Backdating ................................................ 15
Default ................................................... 15
Grace Period .............................................. 15
Reinstatement ............................................. 16
Deductions and Charges .......................................... 16
Deductions From Policy Premiums and Unscheduled Payments .. 16
Monthly Deductions From the Policy Account Value ......... 17
Transaction Deductions From the Policy Account Value ..... 18
Deductions From the Separate Account ...................... 19
Deductions From the Mutual Funds .......................... 19
Policy Values and Benefits ...................................... 20
Death Benefit Options ..................................... 20
Policy Values ............................................. 21
Amounts In the Separate Account ........................... 22
Net Investment Factor ..................................... 22
Other Policy Features ........................................... 22
Policy Loans .............................................. 22
Reducing the Face Amount .................................. 23
Partial Withdrawals ....................................... 24
Surrender ................................................. 24
Transfers ................................................. 24
Transfers From the Fixed-Rate Option ...................... 25
Dollar Cost Averaging Transfer Option ..................... 25
Policy Proceeds ........................................... 26
Policy Value Options ...................................... 26
Fixed Benefit Insurance During the First 24 Months ........ 27
Payment Options ........................................... 28
Tax Effects ..................................................... 28
Treatment of Policy Proceeds .............................. 28
Exchanges ................................................. 30
Diversification ........................................... 30
Policy Changes ............................................ 30
Tax Changes ............................................... 30
Estate and Generation Skipping Transfer Taxes ............. 31
Legal Considerations for Employers ........................ 31
Other Tax Consequences .................................... 31
GIAC's Taxes .............................................. 31
Income Tax Withholding .................................... 31
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THE VARIABLE INVESTMENT OPTIONS ....................................... 32
The Separate Account ............................................ 32
The Funds ....................................................... 32
Investment Objectives and Policies of the Funds ........... 32
Investment Performance of the Funds ....................... 33
The Funds' Investment Advisers .................................. 34
Guardian Investor Services Corporation .................... 34
Guardian Baillie Gifford Limited .......................... 34
Baillie Gifford Overseas Limited .......................... 34
Value Line, Inc. .......................................... 34
Gabelli Funds, Inc. ....................................... 34
Massachusetts Financial Services Company .................. 34
American Century Investment Management, Inc. .............. 34
A I M Advisors, Inc. ..................................... 34
Fidelity Management & Research Company .................... 35
THE FIXED-RATE OPTION ................................................. 36
General Information ............................................. 36
Amounts In the Fixed-Rate Option ................................ 36
VOTING RIGHTS ......................................................... 37
DISTRIBUTION OF THE POLICY AND OTHER CONTRACTUAL ARRANGEMENTS ......... 38
LIMITS TO GIAC'S RIGHT TO CHALLENGE A POLICY .......................... 39
Incontestability ................................................ 39
Misstatement of Age or Sex ...................................... 39
Suicide Exclusion ............................................... 39
GIAC'S MANAGEMENT ..................................................... 40
OTHER INFORMATION ..................................................... 43
Rights Reserved by GIAC ......................................... 43
Free Look ....................................................... 43
Policyowner and Beneficiary ..................................... 43
Assignment ...................................................... 44
Communications From GIAC ........................................ 44
Communications With GIAC ........................................ 44
Special Provisions for Group or Sponsored Arrangements .......... 44
Advertising Practices ........................................... 44
Legal Proceedings ............................................... 45
Legal Matters ................................................... 45
Year 2000 ....................................................... 45
Registration Statement .......................................... 45
Financial and Actuarial Experts ................................. 45
FINANCIAL STATEMENTS OF THE GUARDIAN SEPARATE ACCOUNT K ............... 46
STATUTORY BASIS FINANCIAL STATEMENTS OF THE GUARDIAN
INSURANCE & ANNUITY COMPANY, INC. ..................................... 55
APPENDIX A: POLICY ILLUSTRATIONS ...................................... A-1
APPENDIX B: LONG TERM MARKET TRENDS ................................... B-1
APPENDIX C: USES OF LIFE INSURANCE .................................... C-1
APPENDIX D: ADDITIONAL BENEFITS BY RIDER .............................. D-1
THE PARK AVENUE LIFE POLICY MAY NOT BE AVAILABLE IN ALL STATES OR JURISDICTIONS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE OR JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. GIAC DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED SUPPLEMENT
THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY GIAC.
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3
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DEFINITIONS
Important terms used in this prospectus are defined below. Defined terms appear
in this prospectus with initial upper case letters.
Age: The insured's age on his or her birthday nearest the Policy Date.
Attained Age: The insured's Age plus the number of policy years completed since
the Policy Date.
Basic Scheduled Premium: The premium amount set forth in a policy which must be
paid to obtain the benefits provided by the policy exclusive of additional
benefit riders. Rating charges may be added to the Basic Scheduled Premium when
the insured does not satisfy GIAC's underwriting requirements for standard
insurance.
Benchmark Value: A hypothetical account value that GIAC compares to the actual
Policy Account Value or Cash Surrender Value to determine whether and to what
extent certain policy privileges can be exercised, and to redetermine the Basic
Scheduled Premium in policy years after the Guaranteed Premium Period. A
Benchmark Value for each Policy Anniversary is set forth in the policy.
After the Guaranteed Premium Period, the Benchmark Value is equal to the greater
of (1) the Tabular Account Value plus the product of 0.955 and the difference
between the maximum Basic Scheduled Premiums and the Basic Scheduled Premium
payable during the Guaranteed Premium Period for the current Face Amount and (2)
the amount which, along with the payment, when due, of Basic Scheduled Premiums
for the current Face Amount through the Policy Anniversary nearest the insured's
100th birthday, would cause the Policy Account Value to at least equal the Face
Amount on the Policy Anniversary nearest the insured's 100th birthday if,
assuming a $100,000 Face Amount and premiums paid monthly; (i) the policyowner
paid all such Basic Scheduled Premiums, (ii) no Unscheduled Payments were made
and no loans or withdrawals were taken, (iii) the policy's current cost of
insurance charges and maximum other charges and deductions were assessed and
(iv) the Policy Account Value earned a 4% net return throughout the life of the
policy.
During the Guaranteed Premium Period, the Benchmark Value is the greater of (1)
the Tabular Account Value and (2) the amount which, along with payment, when
due, of Basic Scheduled Premiums through the Guaranteed Premium Period, would
cause the Policy Account Value to at least equal the Benchmark Value at the end
of the Guaranteed Premium Period if, assuming a $250,000 Face Amount and
premiums paid annually: (i) the policy's current cost of insurance charges are
assessed and (ii) the Policy Account Value earned a 6.59% annual gross return
throughout the Guaranteed Premium Period. The Benchmark Value on any day during
a policy year is based on the Benchmark Values for the immediately preceding and
immediately succeeding Policy Anniversaries, adjusted for the number of days to
such Anniversaries from the given day. GIAC does not guarantee that the Policy
Account Value will equal or exceed the Benchmark Values set forth in a policy.
Cash Surrender Value: The Policy Account Value minus any surrender charges.
Executive Office: GIAC's office at 201 Park Avenue South, Mail Station 215-B,
New York, New York 10003.
Face Amount or Guaranteed Insurance Amount: The guaranteed minimum amount of
death proceeds provided by a Park Avenue Life policy until the Policy
Anniversary nearest the insured's 100th birthday if Policy Premiums are paid
when due, or skipped under the Premium Skip Option, no partial withdrawals are
made and there is no Policy Debt. The policyowner can reduce the Face Amount
directly by request or indirectly through partial withdrawal(s). The Guaranteed
Insurance Amount is set forth in the policy. The minimum initial Face Amount for
a policy is currently $100,000.
Guaranteed Premium Period: The period during which the Basic Scheduled Premium
specified in a policy is payable and guaranteed to remain level. The Guaranteed
Premium Period begins on the Policy Date and ends on the later of the Policy
Anniversary nearest the insured's 70th birthday or the 10th Policy Anniversary.
If the Face Amount is reduced during the Guaranteed Premium Period, the amount
of the level Basic Scheduled Premium to be paid through the remainder of the
Guaranteed Premium Period will be reduced.
Internal Revenue Code: The Internal Revenue Code of 1986, as amended, and its
related rules and regulations.
Issue Date: The date the policy is issued at the Executive Office.
Loan Collateral Account: An account within GIAC's general account to which
values from the Variable Investment Options and the fixed-rate option are
transferred when the policyowner takes a policy loan.
Monthly Date: The same date of each calendar month as the Policy Date, or the
last date of a calendar month, if earlier.
Monthly Deductions: Deductions from the Policy Account Value attributable to the
Variable Investment Options and the fixed-rate option which are processed on
each Monthly Date to pay the policy charge, administration charge, cost of
insurance charge and guaranteed insurance amount charge.
Net Amount at Risk: The amount of death benefit provided under the death benefit
option then in force minus the Policy Account Value.
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4
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Net Cash Surrender Value: The amount payable upon the surrender of a policy. The
Net Cash Surrender Value on any date is the Cash Surrender Value as reduced by
any Policy Debt and increased by any amounts already paid as Policy Premium
Assessments for periods beyond the next Monthly Date.
Net Premium: The portion of a Basic Scheduled Premium or an unscheduled payment
which is allocated among the Variable Investment Options and the fixed-rate
option according to instructions provided by the policyowner.
Policy Account Value: The sum of the values attributable to a policy which are
allocated to the Variable Investment Options, the fixed-rate option and the Loan
Collateral Account.
Policy Anniversary: The annual anniversary measured from the Policy Date.
Policy Date: The date set forth in the policy that is used to measure policy
months and policy years. Policy Anniversaries and Monthly Dates are measured
from the Policy Date.
Policy Debt: All outstanding and unpaid policy loans plus accrued and unpaid
loan interest.
Policy Premium: The amount payable for coverage provided under the entire
contract, including any additional benefit riders elected by the policyowner. A
Policy Premium equals the Basic Scheduled Premium plus any applicable Policy
Premium Assessments.
Policy Premium Assessments: (1) Rating charges which are added to the Basic
Scheduled Premium when the insured does not satisfy GIAC's underwriting
requirements for standard insurance; and/or (2) premiums payable for any
additional benefits provided by riders to a policy.
Policy Review Date: The Monthly Date immediately preceding each Policy
Anniversary.
Tabular Account Value: A hypothetical account value that GIAC compares to the
actual Policy Account Value to redetermine the Basic Scheduled Premium in policy
years after the Guaranteed Premium Period, and uses to calculate Benchmark
Values. The Tabular Account Value is equal to the hypothetical account value
that would result if, assuming a policy with a Face Amount of $100,000 and
premiums paid monthly, (i) a policyowner paid the Basic Scheduled Premium during
the Guaranteed Premium Period and the maximum Basic Scheduled Premium
thereafter; (ii) GIAC assessed guaranteed charges beginning on the Policy Date
and (iii) the Policy Account Value earned a 4% annual net return throughout the
life of the policy. The Tabular Account Value on any day during a policy year is
based on the Tabular Account Values for the immediately preceding and
immediately succeeding Policy Anniversaries, adjusted for the number of days to
such anniversaries from the given day. GIAC does not guarantee that the Policy
Account Value will equal or exceed the Tabular Account Values set forth in a
policy.
Unloaned Policy Account Value: The Policy Account Value minus any Policy Debt.
Valuation Date: Each date on which the New York Stock Exchange ("NYSE") is open
for trading and GIAC is open for business. Valuations for any date other than a
Valuation Date will be determined on the next Valuation Date.
Valuation Period: The period between two successive Valuation Dates, commencing
after 4:00 p.m. New York City time on each Valuation Date and ending at 4:00
p.m. New York City time on the next succeeding Valuation Date.
Variable Investment Options: The investment divisions of the Separate Account
which correspond to the mutual funds in which the Separate Account invests.
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5
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SUMMARY
The following summary is qualified in its entirety by: (1) the terms of the Park
Avenue Life policy issued to the policyowner, exclusive of any riders; (2) the
more detailed information appearing elsewhere in this prospectus; and (3) the
accompanying prospectuses for the mutual funds in which the Separate Account
invests.
How does variable life insurance differ from conventional, fixed benefit whole
life insurance?
Like conventional, fixed benefit whole life insurance, variable life insurance
provides two important benefits: (1) an income tax-free death benefit and (2) a
cash value that can grow tax-deferred. What sets variable life insurance apart
from conventional whole life insurance is that the owner of a variable life
insurance policy can direct premiums and cash values to investment options that
provide variable, rather than fixed, returns. If investment results are
sufficiently favorable, the policyowner can experience an increase in a variable
life insurance policy's cash value and, in certain cases, the amount of the
death benefit. However, the variable life insurance policyowner also bears the
risk of investment losses and no cash value is guaranteed. In contrast, a
conventional whole life insurance policy generally provides cash values that are
fixed and guaranteed by the issuing insurance company when the policy is issued.
How does Park Avenue Life differ from universal life insurance policies?
A universal life insurance policy typically allows the policyowner to select and
change the death benefit option that applies to his or her policy, increase or
decrease the face amount of insurance provided by the policy, and choose the
amount and frequency of premium payments with reference to "target premiums."
This flexibility permits a policyowner to provide for changing insurance needs
within a single policy. However, there are risks that a universal life insurance
policy will lapse without cash value, because even the recommended target
premiums may be insufficient to support the policy's face amount and other
benefits when investment experience is unfavorable. This risk increases if the
policyowner chooses not to pay the target premiums according to the recommended
schedule.
Park Avenue Life offers many of the features available under universal life
insurance policies. Policyowners may select and, within limits, change the death
benefit option, reduce the Face Amount, make unscheduled payments or skip annual
Policy Premiums. However, unlike universal life insurance policies, Park Avenue
Life is guaranteed by GIAC to remain in force, regardless of investment
performance, until the Policy Anniversary nearest the insured's 100th birthday,
if required Policy Premiums are paid when due, or skipped under the Premium Skip
Option, and Policy Debt does not exceed the Cash Surrender Value. See "Premiums"
and "Policy Loans."
Who issues Park Avenue Life?
The policy is issued through the Separate Account by The Guardian Insurance &
Annuity Company, Inc. ("GIAC"). GIAC is wholly owned by The Guardian Life
Insurance Company of America ("Guardian Life"). GIAC is a Delaware stock
insurance company. It was organized in 1970 and is licensed to sell life
insurance and annuities in all 50 states of the United States and the District
of Columbia. As of December 31, 1997, GIAC had total assets (statutory basis) in
excess of $7.0 billion. Guardian Life is a New York mutual insurance company.
Guardian Life and the Executive offices of GIAC are located at 201 Park Avenue
South, New York, New York 10003. Written communications about Park Avenue Life
should be directed to Mail Station 215-B at that address.
As of the date of this prospectus, GIAC and its parent, Guardian Life, have
consistently received exemplary ratings from Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps and A.M. Best. These ratings may
change at any time, and only reflect GIAC's ability to satisfy its
insurance-related obligations and meet its guarantee of the policy's fixed-rate
option. These ratings do not apply to Park Avenue Life's Variable Investment
Options, which are subject to the risks of investing in securities. Guardian
Life is not the issuer of Park Avenue Life policies and does not guarantee the
benefits provided therein.
Who can buy a Park Avenue Life Policy?
GIAC will issue a policy to a purchaser who resides in a state or jurisdiction
where the policy may be offered to insure the life of anyone Age 80 or under who
meets GIAC's underwriting requirements. Owners of certain fixed-benefit life
insurance policies issued by GIAC or its parent, Guardian Life, may be able to
purchase Park Avenue Life (i) without evidence of insurability, by exchanging
their present policies, or (ii) without evidence of insurability, or with
simplified underwriting, by exercising applicable riders to their fixed-benefit
life insurance policies. Policyowners who elect to convert to a Park Avenue Life
Policy may receive a credit upon conversion in an amount up to one Basic
Scheduled Premium. Interested policyowners should consult their legal and tax
advisers about the consequences of exchanging their existing policies for a Park
Avenue Life policy. See "Deductions and Charges" and "Tax Effects."
How are premiums set and when are they due?
The policy specifies a Basic Scheduled Premium that is payable each policy year
for life insurance coverage. The amount of a Basic Scheduled Premium depends on:
(1) the Face Amount of insurance; and (2) the insured's Age, sex and premium
class.
The Basic Scheduled Premium remains level during the Guaranteed Premium Period,
though it will be reduced to a lower level amount if the policy's Face Amount is
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6
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reduced. After the Guaranteed Premium Period, GIAC will annually review the
Basic Scheduled Premium to determine if the amount payable for a policy year
should be changed. If changed, the Basic Scheduled Premium will never be greater
than the maximum Basic Scheduled Premium set forth in the policy. Nor will it be
lower than the Basic Scheduled Premium set forth in the policy for the
Guaranteed Premium Period, unless the Face Amount is reduced.
If the insured does not satisfy GIAC's underwriting requirements for standard
insurance, rating charges are added to the Basic Scheduled Premium. If the
policyowner acquires additional insurance benefits by purchasing one or more of
the available riders to the policy, rider premiums are also added to the Basic
Scheduled Premium to set the "Policy Premium" amount. Rating charges and rider
premiums are collectively called "Policy Premium Assessments." Policy Premium
Assessment amounts are not allocated to the Variable Investment Options or the
fixed-rate option under the policy.
After the first Policy Premium has been paid, all Policy Premiums are payable
annually, though they may, at the policyowner's request, be paid semi-annually,
quarterly, monthly pursuant to a pre-authorized payment plan, or at another
frequency that is agreeable to GIAC. Unscheduled payments are permitted within
limits. See "Premiums."
After the first policy year and under the circumstances described under "Premium
Skip Option," a policyowner who has elected this privilege may "skip" paying one
or more annual Policy Premiums without causing the policy to lapse or reducing
its Face Amount. Policyowners may also elect to pay Policy Premiums by using
Park Avenue Life's Automatic Premium Loan feature. Although exercise of the
Premium Skip Option will not cause a policy lapse or loss of the Guaranteed
Death Benefit, skipping Policy Premiums or paying them through Automatic Premium
Loans can have a permanent and possibly adverse effect on the Policy Account
Value.
What charges are assessed in connection with the policy?
All of the charges, fees and deductions that a policyowner may pay directly or
indirectly under a Park Avenue Life policy are summarized below and described
more fully under "Deductions and Charges."
Deductions From Policy Premiums and Unscheduled Payments
Policy Premium Assessments
These are the rating charges and rider premiums described under "Premiums."
Policy Premium Assessments are added to the Basic Scheduled Premium to set the
Policy Premium to be paid for insurance coverage under the policy and any
additional benefit rider(s).
Premium Tax Charge
This charge is currently 2.5% of each Basic Scheduled Premium and unscheduled
payment paid under a policy, and relates to premium taxes which GIAC pays in the
states and jurisdictions where Park Avenue Life policies may be sold.
Deferred Acquisition Cost ("DAC") Tax Charge
This charge is currently 1% of each Basic Scheduled Premium and unscheduled
payment paid under a policy, and relates to federal income taxes that GIAC pays.
Premium Sales Charge
This charge is initially equal to 6% of each Basic Scheduled Premium and each
unscheduled payment after deduction of any handling fee (see below). The premium
sales charge is reduced to 3% after an amount equal to 12 annual Basic Scheduled
Premiums has been paid under a policy through Basic Scheduled Premiums and
unscheduled payments.
Handling Fee
GIAC reserves the right to charge a maximum handling fee of $2.00 for each
unscheduled payment it receives. If charged, this fee would be deducted from
each unscheduled payment before the premium sales charge is calculated. GIAC
does not impose this fee now.
Deductions From the Policy Account Value
Charges which are deducted from the Policy Account Value as of the Policy Date
and on each Monthly Date are called "Monthly Deductions." Amounts that are
deducted from the Policy Account Value if certain events occur are called
"Transaction Deductions." Monthly Deductions end on the Policy Anniversary
nearest the insured's 100th birthday.
Monthly Deductions:
Policy Charge
For the first three policy years, this charge is $10 per month. Thereafter, this
charge is currently $4 per month, and is guaranteed never to exceed $8 per
month.
Administration Charge
For the first 12 policy years, this level charge per $1,000 of Face Amount is
based on the insured's Age. The highest possible administration charge during
this period is $0.04 per $1,000 of Face Amount. After the 12th policy year, the
monthly administration charge is $0.015 per $1,000 of Face Amount for all
policies that have been in force for 12 policy years.
Guaranteed Insurance Amount Charge
This level charge is $0.01 per $1,000 of Face Amount for all policies.
Charge For The Cost Of Insurance
This charge is based upon GIAC's current cost of insurance rates for the
insured's Attained Age, sex and premium class. The maximum cost of insurance
rates that
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GIAC may charge per $1,000 of Net Amount at Risk are set forth in the policy.
Transaction Deductions:
Surrender Charges
During the first 12 policy years, GIAC assesses surrender charges consisting of
(1) a deferred administrative charge and (2) a deferred sales charge. GIAC
assesses these surrender charges when the policy lapses or is surrendered, or if
the Face Amount is reduced by request or as the result of a partial withdrawal.
The amount of the surrender charges depends upon the policy year in which the
event occurs and generally declines over time. A policyowner will pay the
highest surrender charges that can apply to his or her policy if the policy is
surrendered in policy year 3. During the first two policy years, certain SEC
restrictions on sales loads effectively limit the amount of surrender charges
that are actually paid if the policy is surrendered or lapses.
The deferred administrative charge will never be higher than $4.80 per $1,000 of
Face Amount, and the deferred sales charge will never be higher than 36% of one
annual Basic Scheduled Premium. The deferred sales charge is payable in addition
to the premium sales charge described above.
Partial Withdrawal Charge
GIAC charges an administrative fee equal to the lesser of $25 or 2% of the
requested partial withdrawal amount in connection with each partial withdrawal.
The partial withdrawal charge is payable in addition to any surrender charges
that may apply. See above.
Premium Skip Option Deduction
GIAC deducts amounts needed to pay any Policy Premium Assessments if a
policyowner exercises Park Avenue Life's Premium Skip Option.
Transfer Charge
GIAC reserves the right to charge $25 for each transfer after the twelfth
transfer in a policy year. GIAC does not impose this charge now.
Deductions From the Separate Account
Mortality And Expense Risk Charge
GIAC currently assesses a daily charge at an annual rate of 0.60% of the
Separate Account's assets for the mortality and expense risks it assumes for
Park Avenue Life policies. This charge is guaranteed never to exceed an annual
rate of 0.90% of the Separate Account's assets.
Income Tax Charge
GIAC has reserved the right to charge the Separate Account to cover its federal,
state or local income taxes that are attributable to the Separate Account or the
policies. GIAC does not impose this charge now.
Deductions From the Mutual Funds
Advisory Fees And Operational Expenses
Charges for investment advisory fees and operational expenses are deducted daily
from the assets of the mutual funds in which the Separate Account invests. As a
result, policyowners bear these fees and expenses indirectly. These fees and
expenses are described in more detail in the prospectuses for the mutual funds
that accompany this prospectus.
What is the difference between "guaranteed or maximum charges" and "current
charges"?
Certain charges made under a policy (for example, the cost of insurance charge)
can increase under certain circumstances. A guaranteed or maximum charge is the
highest amount that GIAC is entitled to charge for a particular item. A current
charge is the lower amount that GIAC is now charging for the same item.
Generally, GIAC intends to assess current charges for the indefinite future.
However, GIAC reserves the right to increase each current charge up to the
guaranteed charge when permissible under the policy. GIAC will provide notice of
any such increases if required by law. See "Deductions and Charges."
What Variable Investment Options are offered under Park Avenue Life?
Park Avenue Life offers Variable Investment Options that provide variable
returns. The Variable Investment Options are provided through the Separate
Account, which is a separate investment account of GIAC. Each Separate Account
investment division invests solely in the shares of a corresponding mutual fund
or series of a mutual fund. They are: The Guardian Stock Fund, The Guardian
Small Cap Stock Fund, The Guardian Bond Fund, The Guardian Cash Fund, Baillie
Gifford International Fund, Baillie Gifford Emerging Markets Fund, Value Line
Centurion Fund, Value Line Strategic Asset Management Trust, Gabelli Capital
Asset Fund, MFS Emerging Growth Series, MFS Total Return Series, MFS Growth With
Income Series, MFS Bond Series, American Century VP Value Fund, American Century
VP International Fund, AIM V.I. Value Fund, AIM V.I. Capital Appreciation Fund,
Fidelity VIP III Growth Opportunities Portfolio, Fidelity VIP Equity-Income
Portfolio, Fidelity VIP High Income Portfolio, and Fidelity VIP II Index 500
Portfolio. There is no minimum guaranteed Policy Account Value for amounts held
in the Variable Investment Options.
Prospectuses for the mutual funds, which describe their respective investment
objectives, risks, and all of their fees and expenses, accompany this
prospectus. Those prospectuses should be read carefully before Policy Account
Values are allocated or transferred to or from the Variable Investment Options.
Summary information about
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<PAGE>
the investment objectives of these mutual funds and the risks and potential
rewards of investing in securities appears in "The Variable Investment Options"
and Appendix B. The Separate Account and the mutual funds are registered with
the Securities and Exchange Commission ("SEC") as investment companies under the
Investment Company Act of 1940 (the "1940 Act").
What is the Fixed-Rate Option?
The fixed-rate option is another allocation choice offered under Park Avenue
Life. Amounts allocated or transferred to the fixed-rate option are credited
with a fixed rate of interest that is guaranteed from the date of allocation or
transfer until the next succeeding Policy Anniversary. On each Policy
Anniversary, the entire Policy Account Value that is then attributable to the
fixed-rate option (including earned interest) is aggregated to be credited with
the interest rate in effect on that Policy Anniversary. Such rate will remain in
effect for these monies until the next Policy Anniversary. The minimum
guaranteed annual interest rate provided by the fixed-rate option is 4%. Amounts
attributable to the fixed-rate option are held in GIAC's general account. See
"The Fixed-Rate Option."
Is it possible to change how the Policy Account Value is invested under a Park
Avenue Life policy?
Yes. Presently, a policyowner may transfer all or part of the Unloaned Policy
Account Value among the Variable Investment Options and into the fixed-rate
option at any time without charge. Currently, the maximum number of options in
which the Policy Account Value may be invested is 7. In addition, special limits
apply to transfers out of the fixed-rate option. See "Transfers From The
Fixed-Rate Option."
What insurance benefits are available under a Park Avenue Life policy?
A prospective policyowner can obtain death benefits and optional rider benefits
through a Park Avenue Life policy.
Death Benefits
GIAC will pay a policy's death proceeds to the beneficiary upon its receipt of
due proof that the insured died while the policy was in force. The policy
provides two death benefit options both of which provide insurance coverage
until the Policy Anniversary nearest the insured's 100th birthday:
Option 1 provides a death benefit that at least equals the policy's Face
Amount when the insured dies; and
Option 2 provides a variable death benefit that is greater than the Face
Amount when the Policy Account Value exceeds the policy's Benchmark Value,
but which will never be less than the Face Amount when the insured dies.
Option 1 is the automatic option if the policyowner does not select an option.
After the Policy Anniversary nearest the insured's 100th birthday, the death
benefit is equal to the Policy Account Value.
A higher death benefit may apply under either option to satisfy federal income
tax law requirements or if the policy's variable insurance amount exceeds
certain levels. The policy's variable insurance amount is described under "Death
Benefit Options."
After the first Policy Anniversary, the policyowner can change death benefit
options once each policy year if the insured is then living. Evidence of
insurability is required when the requested change is from Option 1 to Option 2.
See "Death Benefit Options."
Rider Benefits
Additional benefits can be provided by riders to the policy, subject to GIAC's
underwriting and issuance standards. The following additional benefit riders are
currently available, though perhaps not in every state: Waiver of Premium;
Accidental Death Benefit; and Adjustable Renewable Term Insurance. Premiums for
additional rider benefits are included in the Policy Premiums charged to a Park
Avenue Life policyowner, but rider premiums are not allocated to the Variable
Investment Options or the fixed-rate option and riders have no cash value. The
riders are briefly described in Appendix D.
What is the amount of death proceeds payable under a Park Avenue Life policy?
The amount of the death proceeds will be based on the benefit provided by the
death benefit option in effect when the insured dies and any insurance proceeds
provided by additional benefit riders. To determine the payable proceeds, GIAC
will deduct any outstanding Policy Debt and, if applicable, any due but unpaid
Policy Premium from the death benefit. If, on the other hand, the policyowner
has paid a Policy Premium to provide coverage after the policy month during
which the insured died, a pro-rata portion of any Policy Premium Assessments
that were included in such premium will be added to the death benefit proceeds.
Death proceeds may be received in a lump sum or under one of the payment options
described in the policy. See "Policy Proceeds" and "Payment Options."
Does a policyowner have access to the monies invested in a Park Avenue Life
policy?
After the first policy year and within limits, the policyowner may: (1) make
partial withdrawals of Net Cash Surrender Value; and/or (2) borrow up to 90% of
the policy's Cash Surrender Value less the amount of any Policy Debt. Interest
at an annual rate of 8% accrues daily against outstanding policy loans. See
"Partial Withdrawals" and "Policy Loans."
Also, a policy may be surrendered at any time for its then Net Cash Surrender
Value. Upon surrender, insurance coverage ends.
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<PAGE>
See "Deductions and Charges" and "Tax Effects" for information about the
possible impact of these policy transactions on (1) policy benefits and (2) the
amounts invested in a policy.
Are increases in Policy Account Value or the death proceeds taxed under the
income tax provisions of the Internal Revenue Code?
Under current federal tax law, increases in Policy Account Value are not
generally subject to federal income tax unless they are distributed before the
insured dies. Death proceeds are not subject to federal income tax, but may be
subject to federal estate and/or generation skipping transfer taxes. See "Tax
Effects."
What is the federal income tax treatment of partial withdrawals, surrenders and
policy loans?
Each of these transactions results in a pre-death distribution from the policy.
The federal income tax treatment of the proceeds of a pre-death distribution
depends on whether a policy is treated as a "modified endowment contract" under
the Internal Revenue Code.
If a Park Avenue Life policy is not treated as a modified endowment contract:
(1) Distributions through partial withdrawals or upon surrender will
generally be taxed only if the sum of all such distributions exceeds the
policyowner's "basis" in the policy (i.e., the sum of the Policy Premiums
and unscheduled payments paid minus any amounts previously withdrawn
through tax-free distributions). Amounts received in excess of the
policyowner's basis in the policy will be recognized and taxable as
ordinary income.
(2) Policy loans should be treated as indebtedness, not as taxable
distributions, so long as the policy remains in force. Generally, policy
loan interest payments are not tax deductible by the policyowner. There
may be adverse tax consequences if a policy lapses with Policy Debt
outstanding.
If a Park Avenue Life policy is treated as a modified endowment contract:
All pre-death distributions, including policy loans, will be taxed first as
ordinary income, to the extent of gain in the policy, and then treated as a
return of the basis in the policy. With few exceptions, a 10% penalty tax will
also apply to the taxable portion of a distribution from a modified endowment
contract.
Under the circumstances which are summarized under "Tax Effects," a policy could
be treated as a modified endowment contract. A legal or tax adviser should be
consulted before taking actions that could cause a policy to be treated as a
modified endowment contract. Neither GIAC nor its agents are authorized to
provide this type of advice to policyowners.
When would a policy lapse?
A policy can lapse if a required Policy Premium or loan repayment remains unpaid
31 days after its due date. A Policy Premium must be paid in cash when due,
unless the policyowner has elected and is eligible for the policy's Premium Skip
Option or Automatic Premium Loan feature. See "Premium Skip Option" and
"Automatic Premium Loan." GIAC will notify the policyowner that a loan repayment
is required when the Policy Debt exceeds the policy's Cash Surrender Value.
GIAC will provide the policyowner with notice of an impending policy lapse, and
will maintain the policy in force if the amount specified in the notice is
received on a timely basis at the Executive Office. See "Grace Period." Upon
lapse, insurance coverage can be continued for a limited period or in a reduced
amount under a policy value option. See "Policy Value Options." A lapsed policy
that has not been surrendered for cash may be eligible for reinstatement for up
to five years. See "Reinstatement."
Can a policy be exchanged for a fixed benefit life insurance policy?
A policyowner has the right to exchange a Park Avenue Life policy for a
fixed-benefit whole life insurance policy on the life of the insured that is
issued by GIAC or one of its affiliates, without evidence of insurability,
within 24 months of the Issue Date. See "Fixed-Benefit Insurance During the
First 24 Months."
In addition, while the policy is in force, a policyowner can transfer the entire
Policy Account Value attributable to the Variable Investment Options to the
fixed-rate option, and provide for the allocation of all Net Premiums to the
fixed-rate option. If such actions are taken, amounts so allocated will be
credited with a fixed rate of interest that is guaranteed from the date of
allocation or transfer until the next succeeding Policy Anniversary. And, if the
policyowner's financial needs or goals or investment risk tolerance change
again, he or she retains the flexibility to reallocate Net Premiums to the
Variable Investment Options, and/or transfer out of the fixed-rate option.
Special limits do apply, however, to transfers out of the fixed-rate option.
Can the policy be cancelled after the Issue Date?
A policyowner may cancel a policy by returning the policy and a written
cancellation notice to GIAC's Executive Office or the agent from whom such
policy was purchased by the latest of: 10 days after receiving the policy; or 45
days from the date Part 1 of the completed application for the policy was
signed; or 10 days after GIAC mails to the policyowner a Notice of Withdrawal
Right, measured from the postmark on such Notice. GIAC will promptly refund all
Policy Premiums and unscheduled payments submitted before cancellation. Longer
periods may apply in certain states. A policy that is returned for cancellation
will be void from the beginning.
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Park Avenue Life Policy Diagram*
Less
Policy Premiums ------------> Policy Premium
Assessments:
o Rider Premiums
o Rating Charges
Unsecheduled Payments ------------> Premium Tax Charge
o DCA Tax Charge
o Premium Sales Charge
Policy Account Value
The Separate Account
The Mutual Funds (including any Investment
Return):
Guardian Investor Services Corporation
The Guardian Stock Fund Less
The Guardian Small Cap Stock Fund -------------> Advisory Fees And
The Guardian Bond Fund Operational Expenses
The Guardian Cash Fund
Guardian Baillie Gifford Limited Less
Baillie Gifford International Fund -------------> Mortality And Expense
Baillie Gifford Emerging Markets Fund Risk Charge
Value Line, Inc.
Value Line Centurion Fund
Value Line Strategic Asset Management
Trust
Gabelli Funds, Inc.
Gabelli Capital Asset Fund
Massachusetts Financial Services Company Less
MFS Emerging Growth Series ------------> Monthly Deductions:
MFS Total Return Series o Policy Charge
MFS Growth With Income Series o Administration Charge
MFS Bond Series o Guaranteed Insurance
American Century Investment Management, Inc. Amount Charge
American Century VP Value Fund o Charge For The Cost
American Century VP International Fund Of Insurance
A I M Advisors, Inc.
AIM V.I. Capital Appreciation Fund
AIM V.I. Value Fund
Fidelity Management & Research Company
Fidelity VIP III Growth Opportunities
Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP High Income Portfolio
Fidelity VIP II Index 500 Portfolio
Fixed-Rate Option Loan Collateral Account
(plus Interest Credited) (plus Interest Credited)
Less
---------------------------> Transaction Deductions:
o Surrender Charge
o Partial Withdrawal
Charge
o Premium Skip Option
Deduction
Cash Surrender Value
Less
---------------------------> Policy Debt
Net Cash Surrender Value
* This diagram excludes the Unscheduled Payment Handling Fee and Transfer Charge
which are not being imposed currently. Interest on Policy Debt and repayments of
Policy Debt are also not reflected in the diagram. POLICY FORM 95-MPVL
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THE PARK AVENUE LIFE POLICY
This section of the prospectus provides an overview of the policy's provisions
exclusive of any riders. Since GIAC is subject to the insurance laws and
regulations of every jurisdiction in which Park Avenue Life is sold, some of the
policy's terms may vary from jurisdiction to jurisdiction. Specific variations
to a policy will be set forth in the policy issued to the policyowner.
INSUREDS
GIAC will issue a policy with an initial Face Amount of at least $100,000 to
anyone who resides in a state or jurisdiction where the policy may be offered.
The policy can be issued to insure the life of anyone Age 80 or under. The
insured and the policyowner may be the same person or different individuals.
GIAC requires satisfactory evidence of insurability before it will issue or
reinstate a policy. Owners of certain fixed-benefit life insurance policies
issued by GIAC or its parent, Guardian Life, may be able to purchase Park Avenue
Life (i) without evidence of insurability, by exchanging their present policies
or (ii) without evidence of insurability, or with simplified underwriting, by
exercising applicable riders to their fixed-benefit life insurance policies.
Policyowners who elect to convert to a Park Avenue Life policy may receive a
credit upon conversion in an amount up to one Basic Scheduled Premium.
Interested policyowners should consult their legal and tax advisers about the
consequences of exchanging their existing policies for Park Avenue Life. See
"Deductions and Charges" and "Tax Effects."
PREMIUMS
Policy Premiums
Policy Premiums are payable during the insured's lifetime or until the Policy
Anniversary nearest the insured's 100th birthday. If such premiums are paid when
due, or skipped under the Premium Skip Option, the policy will not lapse and the
death proceeds will be at least equal to the Face Amount set forth in the policy
until the Policy Anniversary nearest the insured's 100th birthday, so long as no
partial withdrawals are made and there is no Policy Debt outstanding. Policy
Premiums must be received at GIAC's Executive Office.
The annual Policy Premium amount includes rating charges if the insured does not
satisfy GIAC's underwriting requirements for standard insurance, as well as
premiums for insurance benefits that the policyowner can add by riders to the
policy. Any rating charges are set forth in the policy. Rider premiums are also
stated in the policy. Rating charges and rider premiums are called "Policy
Premium Assessments" in this prospectus.
Policy Premiums may be paid annually or periodically (i.e., semi-annually,
quarterly, monthly pursuant to a pre-authorized payment plan, or at any other
frequency that is acceptable to GIAC). Each "periodic" premium payment must be
at least $100. GIAC determines the amount of each periodic Policy Premium by
multiplying the annual Policy Premium by a specific percentage factor. The sum
of the periodic Policy Premiums paid for a policy year will be higher than one
annual Policy Premium. For semi-annual periodic Policy Premiums, where the
factor is .515, the sum of the periodic Policy Premiums is 3% higher than one
annual Policy Premium. For quarterly periodic Policy Premiums, where the factor
is .26265, the sum of the periodic Policy Premiums is 5.06% higher than one
annual Policy Premium. For monthly periodic Policy Premiums, where the factor is
.085833, the sum of the periodic Policy Premiums is 3% higher than one annual
Policy Premium. The Policy Account Value can be influenced favorably or
unfavorably by paying Policy Premiums on a periodic basis. GIAC will change the
payment frequency mode for a policyowner if it receives a proper written request
at its Executive Office. Unless the request is received sufficiently before the
next premium due date, GIAC will be unable to change the frequency mode until
the premium cycle that follows such premium due date.
Basic Scheduled Premiums
The Basic Scheduled Premium is the Policy Premium minus any Policy Premium
Assessments. The policy sets forth the level Basic Scheduled Premium that is
payable for each policy year during the Guaranteed Premium Period, as well as
the maximum Basic Scheduled Premium that may be charged for any policy year
after the Guaranteed Premium Period ends.
The Guaranteed Premium Period starts on the Policy Date and ends on the later of
the Policy Anniversary nearest the insured's 70th birthday or the 10th Policy
Anniversary. GIAC cannot increase the Basic Scheduled Premium during the
Guaranteed Premium Period. However, GIAC will reduce such premium if the
policy's Face Amount is reduced during the Guaranteed Premium Period. New policy
pages that set forth the lowered level Basic Scheduled Premium will be sent to
the policyowner when the Face Amount is reduced.
See "Reducing the Face Amount."
On the Policy Review Date immediately preceding the end of the Guaranteed
Premium Period and on each Policy Review Date thereafter, GIAC redetermines the
amount of Basic Scheduled Premium payable for the next policy year by comparing
the Policy Account Value on such date to the Benchmark Value and the Tabular
Account Value as adjusted to that date. If the Policy Account Value is less than
or equal to the Tabular Account Value, the policyowner will be assessed the
maximum Basic Scheduled Premium set forth in the policy. If the Policy Account
Value is greater than or equal to the Benchmark Value, the policyowner will be
assessed the Basic Scheduled Premium payable during the Guaranteed Premium
Period for the current Face Amount. If the Policy Account Value is greater than
the Tabular Account Value and less than the Benchmark Value, the policyowner
will be assessed a Basic Scheduled Premium, determined by linear interpolation
between these two
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<PAGE>
values, which will be an amount greater than the Basic Scheduled Premium payable
during the Guaranteed Premium Period for the current Face Amount but less than
the maximum Basic Scheduled Premium for the current Face Amount. GIAC will
notify the policyowner of any change in the Basic Scheduled Premium in premium
billing notices.
Unscheduled Payments
A policyowner may choose to make unscheduled payments in addition to the Policy
Premium payable for each policy year. Unscheduled payments can help build Policy
Account Value and perhaps increase an Option 2 death benefit.
There is a $100 minimum for each unscheduled payment unless an unscheduled
payment accompanies a Policy Premium payment. No unscheduled payments are
permitted while Policy Premiums are waived under a waiver of premium rider, or
while a policy value option is in effect, or from and after the Policy
Anniversary nearest the insured's 100th birthday. GIAC reserves the right to
refuse to accept an unscheduled payment from a policyowner who, after the first
policy year, has not made an unscheduled payment for three consecutive policy
years. GIAC also reserves the right to deduct a maximum handling fee of $2.00
from each unscheduled payment before deducting certain other charges and
crediting the resulting Net Premium under the policy. See "Policy Value
Options," "Deductions and Charges" and "Crediting Payments."
After the expiration of the "free-look" period described in "Other Information
- -- Free Look", GIAC restricts the amount of total unscheduled payments that may
be submitted in policy year 1 to the lesser of $1,000,000, or the annual Basic
Scheduled Premium for that year multiplied by the number set forth below for the
insured's Age on the Policy Date
AGE MULTIPLIER
--- ----------
0-35 17
36-40 16
41-45 15
46-50 14
51-55 13
56-60 12
61-65 11
66-70 10
71 9
72 8
73 7
74 6
75-80 5
See "Allocation of Net Premiums" for further allocation restrictions applicable
to certain amounts received before the later of (a) 45 days from the date Part 1
of the completed application is signed and (b) 15 days after the Issue Date.
GIAC restricts the amount of total unscheduled payments that may be submitted
after the first Policy Anniversary to the lesser of $200,000 or:
- in each of policy years 2 through 5, three times the annual Basic
Scheduled Premium payable in each such year;
- in each of policy years 6 through 10, two times the annual Basic
Scheduled Premium payable in each such year;
- in each policy year thereafter, the annual Basic Scheduled Premium
payable during the Guaranteed Premium Period.
GIAC will return to the policyowner that portion of any unscheduled payment
which exceeds the then applicable maximum.
Unscheduled payments may cause a policy to be treated as a modified endowment
contract under the Internal Revenue Code. Because a wide variety of
policyowner-directed policy transactions could also cause a policy to be treated
as a modified endowment contract, GIAC cannot assure that a policy will never be
treated as a modified endowment contract. See "Tax Effects."
Premium Skip Option
After the first policy year, the policyowner may "skip" paying the annual Policy
Premium due on a Policy Anniversary if:
o GIAC receives the owner's written election of the Premium Skip
Option by the end of the grace period for the annual Policy Premium
that is to be skipped initially; and
o on the date that each premium skip is effected,
- the Policy Account Value exceeds the Benchmark Value, as
adjusted to such date, by at least the amount of the annual
Policy Premium; and
- the policy's Net Cash Surrender Value then equals or exceeds
that portion of the Policy Premium which pays any Policy
Premium Assessments; and
- Policy Premiums are not then being waived under a waiver of
premium rider.
If the policyowner's written election of this option is received during the
grace period for the annual Policy Premium that is to be skipped initially, the
first premium skip will be effected as of the date that GIAC received such
election. Otherwise, each premium skip will be effected as of the Policy
Anniversary on which an annual Policy Premium would be due. A policyowner who
had been paying periodic Policy Premiums will be placed on the annual mode when
this option is effected, but remains responsible for paying any periodic Policy
Premiums that are due before the option is effected.
While the Premium Skip Option is in effect, GIAC will continue to send the
policyowner annual Policy Premium billing notices. If the criteria for skipping
Policy Premiums continue to be satisfied, the policyowner will not be required
to pay Policy Premiums in response to such notices to keep the policy in force.
In fact, GIAC will treat the receipt of a Policy Premium as a revocation of the
Premium Skip Option (see below).
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<PAGE>
A policyowner can call 1-800-935-4128 to learn the Policy Account Value and Net
Cash Surrender Value of his or her policy on any day that GIAC is open for
business. GIAC also provides these values and the policy's Benchmark Value as of
the most recent Policy Anniversary on the policyowner's annual policy statement.
See "Communications From GIAC." In addition, Benchmark Values for each Policy
Anniversary are set forth in the policy.
If the values under a policy for which the Premium Skip Option has been elected
fail to satisfy the foregoing minimums as of the date that a premium skip would
be effected, GIAC will notify the policyowner that the policy will lapse if he
or she fails, before the end of the grace period, to pay the annual Policy
Premium. Upon receipt of this notice, the policyowner may elect a more frequent
periodic Policy Premium payment mode and pay the lower periodic Policy Premium
amount. The policyowner's periodic Policy Premium election and payment must be
received at GIAC's Executive Office. Alternatively, a policyowner who has
elected and is eligible for the policy's Automatic Premium Loan feature may pay
the Policy Premium through such a loan. See "Automatic Premium Loan" and "Policy
Loans."
When a premium skip is effected, GIAC deducts from the Policy Account Value an
amount equal to 90.5% of any Policy Premium Assessments that would be due on the
Policy Anniversary to pay such assessments for the coming policy year. This
amount will be deducted proportionately from the Policy Account Value
attributable to the Variable Investment Options. If some or all of the required
deduction exceeds the Policy Account Value held in the Variable Investment
Options, GIAC will deduct the remainder from the Policy Account Value held in
the fixed-rate option. These deductions reduce the amount invested under a Park
Avenue Life policy and the policy's loan value. GIAC will continue to process
Monthly Deductions as described under "Deductions and Charges." Frequently, the
Net Amount at Risk increases initially when an annual Policy Premium is skipped,
which means that the dollar amount of the monthly cost of insurance charge will
also increase.
A policyowner's election of the Premium Skip Option remains in effect until:
o GIAC receives the policyowner's written revocation notice at the
Executive Office; or
o GIAC receives a payment that is credited as a then due Policy
Premium (see "Crediting Payments"); or
o GIAC receives the policyowner's written request to pay Policy
Premiums periodically rather than annually; or
o A Policy Premium must be paid because the Policy Account Value or
Net Cash Surrender Value on a Policy Anniversary is no longer
sufficient to keep the Premium Skip Option in effect; or
o Premiums are waived under a waiver of premium rider.
A policyowner is not required to "make-up" any Policy Premiums that were skipped
while the Premium Skip Option was effective. A policyowner may re-elect and
re-exercise the Premium Skip Option after cancellation, subject to all of the
conditions described above.
Important Note: a policyowner who uses the Premium Skip Option foregoes the
opportunity to invest an additional amount under the policy through the actual
payment of a Policy Premium until the following Policy Anniversary.
Automatic Premium Loan
After the first policy year, the policy's "loan value" (as defined under "Policy
Loans") can be used to pay a Policy Premium if the policyowner has elected and
is eligible for Park Avenue Life's Automatic Premium Loan feature. The
policyowner can elect this feature in the application to purchase a policy or at
a later time by written request. GIAC must receive any such written request at
the Executive Office by the end of the grace period for a then due Policy
Premium or it will be unable to effect an Automatic Premium Loan to pay such
Policy Premium. A policyowner never actually receives the proceeds of a loan
effected under Park Avenue Life's Automatic Premium Loan feature. Rather, GIAC
transfers the required amount from the Unloaned Policy Account Value to the Loan
Collateral Account, as explained under "Policy Loans," and uses the loan
proceeds to pay the Policy Premium due.
Loan interest accrues on Automatic Premium Loans from the end of the grace
period, which will be the effective date of the loan. If the policy's loan value
is insufficient to pay an overdue Policy Premium, GIAC will be unable to effect
an Automatic Premium Loan and the policy could lapse. If a policyowner has
elected both the Premium Skip Option and the Automatic Premium Loan feature,
GIAC will, if possible, treat an overdue Policy Premium as a skipped premium
before it effects an Automatic Premium Loan.
GIAC will cancel a policyowner's election of the Automatic Premium Loan feature
upon receipt of the owner's written cancellation request. See "Policy Loans" and
"Tax Effects" for additional information about the treatment of policy loans.
Important Note: a policyowner who uses the Automatic Premium Loan feature
foregoes the opportunity to invest an additional amount under the policy through
the actual payment of a Policy Premium.
Allocation of Net Premiums
A Net Premium is the portion of a Basic Scheduled Premium or unscheduled payment
that is available for 17 allocation among the Variable Investment Options and
the fixed-rate option after the deduction of certain charges described under
"Deductions and Charges." See "Crediting Payments" for information about when
Net Premiums and other payments are credited and allocated under a policy. Upon
allocation, each Net Premium becomes part of the Policy Account Value.
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<PAGE>
EXAMPLE -- Policy Year 1
Male insured, Age 45
Preferred Premium Class - Nonsmoker
Face Amount $250,000
Basic Scheduled Premium ("BSP") .................. $3,515.00
Premium Tax Charge (2.5% of BSP) ................. 87.88
DAC Tax Charge (1% of BSP) ....................... 35.15
Premium Sales Charge (6% of BSP) ................. 210.90
---------
Net Premium Allocated ............................ $3,181.07
The policyowner provides his or her initial allocation instructions for Net
Premiums in the policy application. All percentage allocations must be in whole
numbers equal to or greater than 10. The total of all percentage allocations
must be 100%. The policyowner may change the allocation instructions at any
time. The new allocation instructions will be effective for Net Premiums that
are allocated after GIAC receives the changed instructions at its Executive
Office. Allocation instructions can only be changed in writing.
The allocation of amounts already held under a policy will not be affected by
changing the allocation instructions for Net Premiums. Policyowners may transfer
such amounts among the Variable Investment Options and the fixed-rate option as
described under "Transfers," "Transfers From the Fixed-Rate Option" and "Dollar
Cost Averaging". Currently, the maximum number of options in which the Policy
Account Value may be invested or held at any one time is 7. GIAC reserves the
right to change this number from time to time.
If Policy Premiums and/or Unscheduled Payments in excess of $100,000 are
received from the policyowner prior to the later of (i) 45 days from the date
Part 1 of the completed application is signed or (ii) 15 days after the Issue
Date, GIAC will allocate any Net Premium in excess of $100,000 ("Excess Net
Premium") to The Guardian Cash Fund. On the later of (i) or (ii), any Excess Net
Premium allocated to The Guardian Cash Fund pursuant to this provision, and any
earnings attributable thereto, will be re-allocated in accordance with the
policyowner's then current allocation instructions. See "Transfers." Any amounts
which the policyowner has allocated to the fixed rate option or The Guardian
Cash Fund will not be counted towards the $100,000 limit and will be allocated
to the fixed-rate option and/or The Guardian Cash Fund as of the Valuation Date
of receipt.
Crediting Payments
The policyowner may provide specific crediting instructions for each payment he
or she submits. If a payment that equals or exceeds a Policy Premium is received
on or during the 31 days preceding a premium due date without specific crediting
instructions, GIAC will use the payment:
o to pay the Policy Premium;
o then, to pay any outstanding Policy Debt; and
o last, to credit an unscheduled payment.
GIAC will use all other unidentified payments:
o to pay any outstanding Policy Debt; and
o then, to credit unscheduled payments.
GIAC normally credits and allocates each payment as of the Valuation Date of
receipt, if it receives the payment before the close of business at its
Executive Office. There are two exceptions to this practice:
o (1) GIAC credits and allocates any payment received prior to the
Issue Date on the Issue Date; and
o (2) GIAC credits and allocates that portion of any payment that is
used to pay a Policy Premium on the premium due date if such payment
is received on or during the 31 days preceding such premium due
date.
The close of business is the earlier of 4:00 p.m. New York City time or the
close of trading on the NYSE. See "Allocation of Net Premiums" and "Policy
Loans" for information about how payments are allocated among the Variable
Investment Options and the fixed-rate option.
Backdating
Under certain circumstances, GIAC will permit a policy to be backdated, upon
request, but only to a Policy Date not earlier than six months prior to the date
the application is signed. Backdating may be desirable, for example, so that a
policyowner can purchase a Face Amount for a lower premium based on younger Age
at policy issuance. To backdate a policy, GIAC will require the payment of all
Policy Premiums that would have been due had the application date coincided with
the backdated Policy Date. Also, on the Issue Date, all monthly deductions for
the period from the backdated Policy Date to the Issue Date will be deducted.
Default
If a Policy Premium or loan repayment that GIAC requires to be paid remains
unpaid on its due date, the policy will be in default. Unless the policyowner
has elected and is eligible for Park Avenue Life's Premium Skip Option or
Automatic Premium Loan feature, all Policy Premiums are required when due. The
due date for Policy Premiums paid annually is each Policy Anniversary. Periodic
Policy Premiums are due on the Monthly Dates specified by GIAC for the selected
frequency mode. A loan repayment is required if the Policy Debt exceeds the Cash
Surrender Value of a 18 policy on a Monthly Date. GIAC will notify the
policyowner when a loan repayment is required, and will specify its amount and
due date. See "Premium Skip Option," "Automatic Premium Loan" and "Policy
Loans."
Grace Period
The policy provides a 31-day grace period for each Policy Premium (after the
first Policy Premium payment) and for each required loan repayment. Insurance
continues in full force and effect during the grace period, but if the insured
should die during the grace period, the death proceeds payable to the
beneficiary will be reduced by any outstanding Policy Debt and any due and
unpaid Policy Premium for the period through the policy month of death.
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15
<PAGE>
If GIAC does not receive payment before the grace period ends and, for Policy
Premiums, neither the Premium Skip Option nor the Automatic Premium Loan feature
are available, the policy will lapse. Upon policy lapse, all insurance coverage
ends as of the end of the grace period, unless a policy value option becomes
effective. See "Policy Value Options" for a description of the types of
insurance coverage available under such options. The policyowner can surrender
the policy for its then Net Cash Surrender Value at any time during the grace
period. In that event, GIAC will pay the Net Cash Surrender Value to the
policyowner in cash and all insurance coverage will cease. See "Surrender."
Reinstatement
A lapsed policy that has not been surrendered for cash may be eligible for
reinstatement for up to five years after the date of default. The insured must
be living when GIAC effects the reinstatement. A written application for
reinstatement, which includes satisfactory evidence of insurability, must be
received at GIAC's Executive Office for approval. In addition, GIAC requires:
o repayment of any outstanding Policy Debt with 8% interest compounded
yearly; and
o payment of the greater of:
- all overdue Policy Premiums with 6% interest compounded
yearly; or
- 110% of the increase in the Cash Surrender Value that results
from reinstatement, plus any overdue Policy Premium
Assessments, with 6% interest compounded yearly.
A reinstated policy has the same Policy Date, Face Amount and death benefit
option as the policy that lapsed. The policyowner must re-elect the Premium Skip
Option and/or Automatic Premium Loan feature if he or she wants to have these
privileges under the reinstated policy.
DEDUCTIONS AND CHARGES
GIAC deducts the amounts detailed below from: Policy Premiums and unscheduled
payments; the Policy Account Value; and the Separate Account. In addition, the
mutual funds that are offered through the Separate Account's investment
divisions incur advisory fees and other expenses that are reflected in the
prices of their shares each day. Once amounts are deducted under a policy, they
are unavailable for investment in the Variable Investment Options and the
fixed-rate option.
Deductions From Policy Premiums and Unscheduled Payments
Policy Premium Assessments
These are the rating charges and rider premiums that are added to the Basic
Scheduled Premium to set the Policy Premium. GIAC deducts these amounts from
each Policy Premium payment and uses the amounts collected to cover its risks
and meet its costs associated with: (1) providing insurance coverage to higher
risk insureds (rating charges); or (2) providing additional insurance benefits
through policy riders (rider premiums). Policy Premium Assessments can change if
the circumstances that gave rise to rating charges change or if the policyowner
drops the additional benefit riders to his or her policy. Amounts paid through
Policy Premium Assessments are not subject to the premium tax charge, DAC tax
charge or premium sales charge described below. Policy Premium Assessments are
not added to or deducted from unscheduled payments.
Premium Tax Charge
This charge currently equals 2.5% of each Basic Scheduled Premium and each
unscheduled payment. GIAC uses amounts collected from this charge to pay premium
taxes that are assessed against it by the states and jurisdictions where Park
Avenue Life is sold. Premium taxes vary from jurisdiction to jurisdiction and
range from zero to 4% currently. GIAC imposes this 2.5% charge regardless of the
premium tax rate in effect in any state. This premium tax charge rate is an
approximate average of the rates that GIAC expects to pay in all states over the
lifetimes of the insureds covered by the policies. Since premium taxes are
incurred by GIAC, they are not deductible by policyowners for federal income tax
purposes. GIAC reserves the right to increase the premium tax charge rate if
changes in the law result in an increase in the average of premium taxes that
GIAC pays. GIAC does not expect to profit from this charge.
Deferred Acquisition Cost ("DAC") Tax Charge
This charge for federal income taxes imposed on GIAC currently equals 1% of each
Basic Scheduled Premium and each unscheduled payment. GIAC believes that the
amount of the charge is reasonable in relation to its increased corporate income
tax liability under Section 848 of the Internal Revenue Code for receipt of
Policy Premiums and unscheduled payments. Like the policy's premium tax charge,
the DAC tax charge is not deductible by policyowners for federal income tax
purposes. GIAC reserves the right to increase the DAC tax charge to reflect any
changes in the tax burden imposed by Section 848 of the Internal Revenue Code 19
or interpretations thereof. See "GIAC's Taxes."
Premium Sales Charge
This charge is initially equal to 6% of each Basic Scheduled Premium and each
unscheduled payment (after deduction of any handling fees from each unscheduled
payment; see below). On all policies except those issued for insureds at Ages
78, 79 or 80, the premium sales charge is reduced to 3% after the total amount
paid under a policy through Basic Scheduled Premiums and unscheduled payments
equals 12 annual Basic Scheduled Premiums. Because a policyowner may make
unscheduled payments under a Park Avenue Life policy, he or she may pay an
amount equal to 12 annual Basic Scheduled Premiums before 12 policy years have
elapsed. Amounts paid as Policy Premium Assessments are not counted towards the
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16
<PAGE>
amount that triggers the reduced premium sales charge and, thus do not affect
when the premium sales charge is reduced. For policies issued for insureds at
Age 78, the reduction of the premium sales charge to 3% occurs after the
aggregate amount paid under a policy through Basic Scheduled Premiums and
unscheduled payments equals 11 Annual Basic Scheduled Premiums. For policies
issued for insureds at Ages 79 and 80, the reduction occurs when 10 times the
annual Basic Scheduled Premium has been so received.
The premium sales charge compensates GIAC for sales and promotional expenses
that it incurs in connection with selling Park Avenue Life policies. Such
expenses include commissions, advertising, and the cost of preparing and
printing sales literature and prospectuses. GIAC also uses amounts collected as
deferred sales charges and may use any profit from certain other charges
deducted under a policy, including the mortality and expense risk charge, to
defray such expenses. See "Deductions From The Separate Account" and
"Transaction Deductions From the Policy Account Value."
Handling Fee
GIAC reserves the right to charge a maximum handling fee of $2.00 for each
unscheduled payment it receives. If charged, this fee would be deducted from
each unscheduled payment before the premium sales charge is calculated. GIAC
would then use the proceeds to cover the costs of crediting and allocating
unscheduled payments under the policy. GIAC does not impose this fee now. GIAC
does not expect to profit from the handling fee if it is imposed.
Monthly Deductions From the Policy Account Value
As of the Policy Date and on each Monthly Date thereafter, GIAC deducts the
following charges proportionately from the Policy Account Value attributable to
the Variable Investment Options and the fixed-rate option. Monthly Deductions
end on the Policy Anniversary nearest the insured's 100th birthday.
Policy Charge and Administration Charge
For the first three policy years, the policy charge is $10 per month.
Thereafter, this charge is currently $4 per month. GIAC reserves the right to
increase this charge in the fourth and subsequent policy years, but guarantees
that the charge will never exceed $8 per month.
For the first 12 policy years, the administration charge per $1,000 of Face
Amount is based on the insured's Age. The highest monthly administration charge
during this period is $0.04 per $1,000 of Face Amount, which applies to policies
issued for insureds at Ages 35-80 years. The administration charge rates are
lower for younger insureds during the first 12 policy years. After the 12th
policy year, the monthly administration charge is $0.015 per $1,000 of Face
Amount for all policies. The specific monthly dollar amount of this charge is
set forth in each policy.
Initially, these charges compensate GIAC for the cost of underwriting and
issuing a policy. In later policy years, GIAC uses amounts collected through
these charges to defray the ongoing costs of maintaining a policy, such as:
preparing and sending premium billing notices, reports and statements to
policyowners; communications with insurance agents; and other policy-related
overhead costs. GIAC does not expect to profit from these charges.
Guaranteed Insurance Amount Charge
This monthly charge is $0.01 per $1,000 of the Face Amount on the Monthly Date
that it is deducted. GIAC assesses this charge at the same rate for all
policies. Proceeds from the Guaranteed Insurance Amount charge compensate GIAC
for the risk GIAC assumes by guaranteeing that, no matter how unfavorable
investment experience may be, the death proceeds will never be less than the
Face Amount if all required Policy Premiums are paid when due, no partial
withdrawals are taken and there is no Policy Debt. See "Policy Proceeds." The
specific monthly dollar amount of this charge is set forth in each policy.
Charge For The Cost Of Insurance
This monthly charge is based upon GIAC's current monthly cost of insurance rates
for the insured's Attained Age, sex and premium class. The maximum cost of
insurance rate that GIAC may charge per $1,000 of Net Amount at Risk per policy
year is set forth in the policy. The maximum rates are based upon the 1980
Commissioners' Standard Ordinary Mortality Tables published by the National
Association of Insurance Commissioners.
Cost of insurance charges enable GIAC to pay death benefits, particularly in
early policy years when the death benefit will be significantly larger than the
Policy Account Value. GIAC calculates the cost of insurance charge by
multiplying the Net Amount at Risk on a Monthly Date by the applicable monthly
cost of insurance rate, and dividing the result by $1,000. GIAC determines the
Net Amount at Risk on a Monthly Date after it has processed the other Monthly
Deductions for such date.
GIAC's current monthly cost of insurance rates are lower than the guaranteed
maximum rates set forth in the policy. Cost of insurance rates for non-smokers
are lower than the rates for smokers at most Attained Ages. Generally, cost of
insurance rates increase with advancing age.
GIAC may use its discretion to change its current cost of insurance rates,
subject to the guaranteed maximum rates. GIAC will not change its current cost
of insurance rates if the insured's health deteriorates. Rather, GIAC will only
change its rates for all insureds of the same premium class, Attained Age or sex
because it expects: increased mortality among such insureds; higher expenses or
federal income taxes; declining persistency for Park Avenue Life policies; or
lower earnings in its general account. Any changes in the cost of insurance
rates that GIAC chooses to implement will only be effective prospectively and
will apply to all affected Park Avenue Life policies in the same manner.
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<PAGE>
The dollar amount of the cost of insurance charge deducted from a policy varies
from month to month with changes in the Net Amount at Risk. Generally, reducing
the Net Amount at Risk results in lower cost of insurance charges. Under an
Option 1 policy where the death benefit is the Face Amount, paying Policy
Premiums and making unscheduled payments can reduce the Net Amount at Risk by
increasing the Policy Account Value, assuming favorable or neutral investment
performance. Under an Option 2 policy, at any time when the Policy Account Value
exceeds the Benchmark Value and, as a result, the death benefit can increase
over the Face Amount, paying Policy Premiums or making unscheduled payments will
not affect the Net Amount at Risk.
The Net Amount at Risk increases, for example, when the death benefit for any
policy increases to satisfy Internal Revenue Code requirements or if the
policy's variable insurance amount exceeds certain levels, as discussed under
"Death Benefit Options." Increasing the Net Amount at Risk results in higher
cost of insurance charge deductions.
Transaction Deductions from the Policy Account Value
GIAC makes transaction deductions only when certain events occur at the
policyowner's direction. Except as explained below, GIAC makes transaction
deductions proportionately from the Policy Account Value attributable to the
Variable Investment Options until exhausted, and then from the fixed-rate
option.
Surrender Charges
During the first 12 policy years, GIAC assesses surrender charges consisting of
(1) a deferred administrative charge and (2) a deferred sales charge. GIAC
assesses these surrender charges when the policy lapses or is surrendered, or if
the Face Amount is reduced by request or through a partial withdrawal. See
"Reducing the Face Amount" and "Partial Withdrawals." The amount of the
surrender charges depends upon the policy year in which the event occurs.
Deferred Administrative Charge. The deferred administrative charge
compensates GIAC for its costs to process applications, conduct medical
examinations, determine insurability and establish records that will not
be recovered over time through monthly policy and administration charges.
The highest deferred administrative charge is $4.80 per $1,000 of Face
Amount, which applies to policies issued for insureds at Ages 35-80 that
are surrendered during the first policy year. This charge is generally
lower for younger insureds and declines each policy year through the 12th.
Deferred Sales Charge. The deferred sales charge compensates GIAC for the
expenses incurred in connection with the sale of Park Avenue Life policies
that will not be recovered through the premium sales charge. The deferred
sales charge for policies issued for insureds at Age 78 or less is equal
to the lesser of:
o 36% of the annual Basic Scheduled Premium payable for the first
policy year minus the sum of:
- 3% of all Basic Scheduled Premiums and unscheduled payments
actually paid up to the date that the deferred sales charge is
incurred; plus
- any deferred sales charges deducted for prior Face Amount
reductions; or
o the percentage of the then payable annual Basic Scheduled Premium
specified in the following chart for the policy year during which
the charge is applied:
Policy Year
1 2 3 4 5 6 7 8 9 10 11 12 13+
- ----------------------------------------------------------------
36% 33% 30% 27% 24% 21% 18% 15% 12% 9% 6% 3% 0
The deferred sales charge for policies issued for insureds at Ages 78, 79 or 80
is determined in a similar way, but is lower and declines to zero after 11
policy years for Age 78 and 10 policy years for Ages 79 and 80 because the
initial percentage factor to be used in the calculations is 33% for Age 78 and
30% for Ages 79 and 80, rather than 36%. The deferred administrative charge for
policies issued for such older insureds continues in effect for 12 policy years
(see above).
GIAC pro-rates the surrender charges in connection with a Face Amount reduction
by multiplying the surrender charges determined as described above by the
following fraction to reduce the payable charges:
the amount of the reduction
-----------------------------------------
the Face Amount just before the reduction
The adjusted surrender charges are paid by deductions from the Unloaned Policy
Account Value.
Together, the premium sales charge (see above) and the deferred sales charge
constitute Park Avenue Life's total sales load. The SEC imposes limits on the
total amount of sales load that may be paid if the policy is surrendered or
lapses during the first two policy years. Accordingly, during the first two
policy years, the maximum total sales load that a policyowner would pay is
limited to the sum of 30% of the payments made during the first policy year that
did not exceed one annual Basic Scheduled Premium; plus 10% of the payments made
during the second policy year that did not exceed one annual Basic Scheduled
Premium; plus 9% of all unscheduled payments made during the first two policy
years.
The total sales charge under a Park Avenue Life policy will not exceed an amount
equal to 9% of the Basic Scheduled Premiums payable over the shorter of 20 years
or the insured's anticipated life expectancy. The policyowner may pay an amount
equal to the Basic Scheduled Premiums payable over such period through a
combination of premiums and unscheduled payments, thereby shortening the period
over which the amount is paid.
Partial Withdrawal Charge
To recover its processing costs, GIAC charges the lesser
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18
<PAGE>
of $25 or 2% of the requested withdrawal amount in connection with each partial
withdrawal. This charge is in addition to the surrender charges which are
assessed when partial withdrawals during the first 12 policy years result in
Face Amount reductions. See "Partial Withdrawals." The requested withdrawal
amount is not reduced to pay surrender and partial withdrawal charges. Instead,
such charges are separately (and additionally) deducted from the Unloaned Policy
Account Value.
Premium Skip Option Deduction
If a policyowner exercises Park Avenue Life's Premium Skip Option, GIAC deducts
90.5% of the amount needed to pay any Policy Premium Assessments, which are set
forth in the policy and any rider(s). The Premium Skip Option is described under
"Premium Skip Option."
Transfer Charge
Presently, GIAC does not impose a charge on transfers among the Variable
Investment Options and the fixed-rate option. However, GIAC reserves the right
to charge $25 for each transfer after the twelfth transfer in a policy year.
GIAC will deduct the transfer charge from the option(s) from which amounts are
transferred and use the proceeds to pay its processing costs.
GIAC will not assess the transfer charge against multiple transfers effected
under the policy's Dollar Cost Averaging feature, or in connection with taking
or repaying policy loans. In addition, no transfer charge will apply to
transfers effected when a policyowner transfers out of a Variable Investment
Option because fundamental investment policies of its corresponding mutual fund
have been materially changed. See "Transfers," "Dollar Cost Averaging Transfer
Option," "Policy Loans," "Automatic Premium Loan," "Rights Reserved by GIAC" and
"Allocation of Net Premiums."
Deductions From the Separate Account
Mortality And Expense Risk Charge
GIAC charges the Separate Account for the mortality and expense risks it assumes
under the policies. The charge is made daily at a current annual rate of 0.60%
of the Separate Account's average daily net assets. This charge is guaranteed
never to exceed an annual rate of 0.90% of the Separate Account's average daily
net assets. The mortality and expense risk charge is not assessed against Policy
Account Values deposited in the fixed-rate option.
The mortality risk that GIAC assumes is that insureds may live for shorter
periods of time than GIAC estimated when setting its cost of insurance rates for
Park Avenue Life. The expense risk that GIAC assumes is that GIAC's expenses for
issuing and administering policies may be higher than GIAC estimated when
setting the administrative charges for Park Avenue Life. If amounts collected
through this charge exceed the amounts required to provide benefits or pay
expenses under the policies, GIAC may realize a profit on the charge. GIAC may
use any such profit to defray expenses incurred in selling the policies.
Income Tax Charge
Except for the charge for DAC taxes, which is deducted from Policy Premiums and
unscheduled payments, GIAC currently makes no charge for federal, state or local
income taxes attributable to the Separate Account or the policies. However, GIAC
reserves the right to impose additional charges if the income tax treatment of
variable life insurance changes for insurance companies, or if there is a change
in GIAC's tax status, or if GIAC becomes subject to any other tax-related
economic burdens that are attributable to the Separate Account or the policies.
See "Tax Effects."
Deductions From the Mutual Funds
Advisory Fees And Operational Expenses
Charges for investment advisory fees and operational expenses are deducted daily
from the assets of the mutual funds offered through the Separate Account. As a
result, policyowners bear these fees and expenses indirectly. Investment
advisory fees compensate the investment advisers of the mutual funds for the
services and facilities they provide to the funds. The following chart shows
each fund's expenses for the year ended December 31, 1997, expressed as a
percentage of average daily net assets.
ADVISORY OPERATIONAL TOTAL
FUND NAME FEE EXPENSES EXPENSES
- --------------------------------------------------------------------------------
Guardian Stock Fund 0.50% 0.02% 0.52%
Guardian Small Cap Stock Fund* 0.75% 0.21% 0.96%
Guardian Bond Fund 0.50% 0.05% 0.55%
Guardian Cash Fund 0.50% 0.04% 0.54%
Baillie Gifford International
Fund 0.80% 0.17% 0.97%
Baillie Gifford Emerging
Markets Fund 1.00% 0.40% 1.40%
Value Line Centurion Fund 0.50% 0.10% 0.60%
Value Line Strategic
Asset Mgt. Trust 0.50% 0.09% 0.59%
Gabelli Capital Asset Fund 1.00% 0.17% 1.17%
MFS Emerging Growth Series* 0.75% 0.12% 0.87%
MFS Total Return Series* 0.75% 0.25% 1.00%
MFS Growth With Income Series* 0.75% 0.25% 1.00%
MFS Bond Series* 0.60% 0.40% 1.00%
American Century VP
Value Fund 1.00% 1.00%
American Century VP
International Fund 1.50% 1.50%
AIM V.I. Value Fund 0.62% 0.08% 0.70%
AIM V.I. Capital
Appreciation Fund 0.63% 0.05% 0.68%
Fidelity VIP III Growth
Opportunities Portfolio* 0.61% 0.13% 0.74%
Fidelity VIP Equity-Income
Portfolio* 0.51% 0.07% 0.58%
Fidelity VIP High Income
Portfolio* 0.59% 0.12% 0.71%
Fidelity VIP II Index 500
Portfolio* 0.24% 0.04% 0.28%
* See explanation below.
Expenses that relate to the investment operations of the funds vary from year to
year. These percentages reflect the actual fees and expenses incurred by each
fund during the year ended December 31, 1997. The expenses for the Guardian
Small Cap Stock Fund are annualized.
The percentages for MFS Growth With Income Series, MFS Total Return Series, and
MFS Bond Series reflect the agreement by the series' Adviser to bear expenses
for the series, subject to reimbursement by the series, such that the series'
operational expenses shall not exceed 0.25% of
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19
<PAGE>
the average daily net assets of the Growth With Income Series and Total Return
Series and 0.40% of the average daily net assets of the Bond Series for the
fiscal year ended December 31, 1997. These agreements are also in effect for the
current fiscal year. (In the absence of such agreements, operational expenses
and total expenses for each of the series for the year ended December 31, 1997
would be (i) 0.35% and 1.10%, respectively, for the MFS Growth With Income
Series, (ii) 0.27% and 1.02%, respectively, for the MFS Total Return Series, and
(iii) 2.98% and 3.58%, respectively, for the MFS Bond Series. An agreement to
limit the Emerging Growth Series' operational expenses to 0.25% of the average
daily net assets of the Fund is also in effect but its use was not triggered for
the year ended December 31, 1997.
The percentages for Fidelity VIP II Index 500 Portfolio reflect the agreement by
the portfolio's Adviser to bear expenses for the portfolio, subject to
reimbursement, such that the Index 500 Portfolio's total expenses shall not
exceed 0.28%. In the absence of such agreement, total expenses for the Index 500
Portfolio would have been 0.40%. Agreements are also in place between the Growth
Opportunities and Equity-Income Portfolios and their Adviser to limit total
expenses to 1.00%, also subject to reimbursement. In addition, the Equity-Income
Portfolio and Growth Opportunities Portfolio have entered into arrangements with
their custodian and transfer agent whereby interest earned on uninvested cash
balances is used to reduce custodian and transfer agent expenses. The Fidelity
management fees for the Growth Opportunities, Equity-Income and High Income
Portfolios consist of a group fee rate and an individual fee rate. The fee shown
here is the result of adding these components together and multiplying the
result by the portfolio's average net assets. Please see the Fidelity
prospectuses for a complete explanation of the applicable portfolio management
fees and expenses.
AIM advisors, inc. ("AIM") may from time to time voluntarily waive or reduce its
respective fees. Effective May 1, 1998, the Funds reimburse AIM in an amount up
to 0.25% of the average net asset value of each Fund, for expenses incurred in
providing, or assuring that participating insurance companies provide, certain
administrative services. Currently, the fee only applies to the average net
asset value of each Fund in excess of the net asset value of each Fund as
calculated on April 30, 1998.
The operational expenses for Value Line Strategic Asset Management Trust and
Value Line Centurion Fund reflect the effects of expense reimbursements paid by
those funds to GIAC for certain administrative and shareholder servicing
expenses incurred by GIAC on their behalf. For the year ended December 31, 1997,
GIAC was reimbursed $696,767 by Value Line Strategic Asset Management Trust, and
$483,127 by Value Line Centurion Fund.
POLICY VALUES AND BENEFITS
Death Benefit Options
Park Avenue Life provides two death benefit options. A policyowner can choose an
option on the policy application. Option 1 is the automatic option if a
policyowner does not select an option. Regardless which death benefit is chosen
by the policyowner, after the Policy Anniversary nearest to the insured's 100th
birthday, the death benefit is equal to the Policy Account Value.
The death benefit provided under Option 1 is the greater of:
o the Face Amount on the date of the insured's death; or
o the minimum death benefit then required under Section 7702 of the
Internal Revenue Code to assure that the policy qualifies as life
insurance; or
o after the first policy year, the policy's "variable insurance
amount," which is defined below.
The death benefit provided under Option 2 is the greater of:
o the Face Amount on the date of the insured's death plus any amount
by which the Policy Account Value then exceeds the Benchmark Value
as adjusted to the date of death; or
o the minimum death benefit then required under Section 7702 of the
Internal Revenue Code to assure that the policy qualifies as life
insurance; or
o after the first policy year, the policy's variable insurance amount.
The minimum death benefit required under Section 7702 of the Internal Revenue
Code is $1,000 multiplied by the sum of:
o the Policy Account Value, plus
o any Policy Premium Assessments paid for a period beyond the policy
month during which the insured died (if premiums are not then being
waived under a waiver of premium rider)
divided by the net single premium per $1,000 for the insured's Attained Age, sex
and premium class. The net single premium is adjusted to the date of death. A
table of net single premiums is set forth in the policy.
The variable insurance amount provides a guarantee that the death benefit will
be greater than the then effective Face Amount if investment performance during
the preceding policy year was sufficiently favorable. GIAC determines the
variable insurance amount for each policy year after the first by multiplying
$1,000 by the Policy Account Value on each Policy Review Date and dividing the
result by the net single premium per $1,000 that applies for such Policy Review
Date. The variable insurance amount will be reduced during a policy year if the
Face Amount is reduced or if a partial withdrawal is effected. The net single
premium for a Policy Review Date is based on the net single premiums for the
immediately
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preceding and immediately succeeding Policy Anniversaries, as adjusted for the
number of days between such Anniversaries.
Under an Option 1 policy, when favorable investment performance and unscheduled
payments increase the Policy Account Value, the Net Amount at Risk under the
policy will decrease. When the Net Amount at Risk is reduced, the dollar amount
of the cost of insurance charges deducted on each Monthly Date may also decline.
See "Monthly Deductions From The Policy Account Value."
Under an Option 2 policy, favorable investment performance and the addition of
unscheduled payments can possibly increase the Policy Account Value sufficiently
to increase the death benefit. At such time, however, the Net Amount at Risk
will not change as a result of the favorable investment performance or
unscheduled payments. Unfavorable investment performance can reduce an Option 2
policy's death benefit, but the benefit will never be lower than the Face
Amount.
Prospective policyowners should select the death benefit option that best meets
their needs and objectives. Those who prefer to have the opportunity to increase
their insurance coverage over the guaranteed Face Amount should choose Option 2.
Those who prefer to have insurance coverage that generally does not vary with
investment experience and potentially lower monthly cost of insurance charges
should choose Option 1. If a policyowner's personal circumstances change, on or
after the first Policy Anniversary he or she may change the then effective death
benefit option if the insured is alive. However, only one death benefit option
change is permitted in any single policy year.
A change in the death benefit option will be effective on the Monthly Date that
next follows the date that GIAC approves the change. GIAC will not approve a
request to change from Option 1 to Option 2 if Policy Premiums are then being
waived under a waiver of premium rider. Evidence of insurability that is
satisfactory to GIAC must be submitted with any request to change from Option 1
to Option 2, because the death benefit will increase by any positive amount by
which the Policy Account Value exceeds the Benchmark Value on the date the
change takes effect. The death benefit will decrease by this amount if the
change is from Option 2 to Option 1. Changing the death benefit option does not
change the Face Amount of a policy.
Death proceeds are payable to the beneficiary(ies) upon GIAC's receipt of due
proof that the insured died while the policy was in force. GIAC may delay
payment of the death proceeds if it contests a policy. See "Policy Proceeds" and
"Incontestability."
Policy Values
The Policy Account Value is the sum of the values attributable to the Variable
Investment Options, the fixed-rate option and the Loan Collateral Account. While
a policy is in force, such values are comprised of:
o the Net Premiums credited under a policy; plus or minus
o the cumulative effects of the net investment experience of amounts
held in the Variable Investment Options; plus
o any interest paid on amounts in the fixed-rate option or on amounts
transferred to and held in the Loan Collateral Account; minus
o cumulative Monthly Deductions; minus
o any previously effected partial withdrawals; minus
o the surrender charges and/or partial withdrawal charges assessed
upon previously effected partial withdrawals; minus
o the surrender charges assessed upon any Face Amount reductions;
minus
o any Premium Skip Option deductions; minus
o any transfer charges that may have been assessed.
A Park Avenue Life policy's Cash Surrender Value is the Policy Account Value
minus the policy's surrender charges. After policy year 12, there are no
surrender charges under a Park Avenue Life policy.
The Net Cash Surrender Value is the amount that may be obtained upon surrender
of a policy. The Net Cash Surrender Value is calculated by subtracting any
Policy Debt from the Cash Surrender Value and then adding to the result the
portion of any previously paid Policy Premium Assessments which relate to
periods beyond the next Monthly Date.
The Benchmark Value is a hypothetical account value that GIAC uses to determine:
o whether the death benefit under an Option 2 policy has increased
and, if so, the amount of such increase;
o if a premium skip can be effected;
o whether a partial withdrawal can be taken; and
o after the Guaranteed Premium Period ends, whether the Basic
Scheduled Premium will change for a policy year.
A Benchmark Value for each Policy Anniversary is set forth in the policy. See
"Benchmark Value" under "Definitions" for a description of how the Benchmark
Value for each Policy Anniversary is determined. The Benchmark Value on any day
during a policy year is based on the Benchmark Values for the immediately
preceding and immediately succeeding Policy Anniversaries, as adjusted for the
number of days to such Anniversaries from the given day. GIAC does not guarantee
that the Policy Account Value will equal or exceed the Benchmark Values set
forth in a policy.
Values held in the Variable Investment Options may increase or decrease daily
depending on the net investment experience of such options. The combination of
partial withdrawals, unfavorable investment performance and ongoing Monthly
Deductions can cause
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<PAGE>
a policy's Policy Account Value to drop below zero (i.e., become negative). Even
if this occurs, the policy will not lapse if all Policy Premiums are paid when
due and there is no Policy Debt. However, GIAC will continue to accrue Monthly
Deductions under the policy, which will increase the amount of the negative
balance. While a policy has a negative balance, GIAC will calculate cost of
insurance charges based on a Policy Account Value of zero, and all Net Premiums,
including Net Premiums derived from unscheduled payments, will be applied to
reduce the negative balance. Once the Policy Account Value equals or exceeds
zero, Net Premiums will be allocated and credited as explained under "Allocation
of Net Premiums" and "Crediting Payments."
Amounts In the Separate Account
Amounts allocated, transferred or added to a Variable Investment Option are used
to purchase units of the applicable Separate Account investment division. Units
are redeemed and cancelled when amounts are withdrawn or transferred as a result
of policyowner transactions, or when GIAC effects Monthly Deductions, Dollar
Cost Averaging transfers or policy loans. The number of units purchased or
redeemed in an investment division is calculated by dividing the dollar amount
of the transaction by the division's unit value for the Valuation Date of the
transaction. On any given day, a policyowner's value in an investment division
is the division's current unit value multiplied by the number of units credited
to the policy for that division.
Unit values change daily, reflecting investment results and daily deductions of
the charge for mortality and expense risks. GIAC determines unit values for the
investment divisions of the Separate Account at the end of each Valuation Date.
Policyowners bear the entire investment risk with respect to amounts held in the
Separate Account.
Net Investment Factor
GIAC calculates the unit value for each investment division by multiplying the
division's immediately preceding unit value by the applicable net investment
factor for the Valuation Period. The net investment factor for a Separate
Account investment division for a Valuation Period is the sum of:
o the net asset value (or price) per share of the division's
corresponding mutual fund as of the close of business on a Valuation
Date, plus
o the per share amount of any dividends or capital gains distributed
by that mutual fund on that Valuation Date
divided by the net asset value per share of such mutual fund for the immediately
preceding Valuation Period, and then minus the sum of the following deductions
from the Separate Account:
o the daily deduction for mortality and expense risks, plus
o any daily deduction that GIAC may make for income taxes that are
attributable to the Separate Account or the policies.
The accompanying prospectuses for the funds describe the procedures used by the
funds to calculate their respective net asset values per share. The daily
deduction for mortality and expense risks will never exceed .00002477 of the
Separate Account's assets, which is equivalent to an annual deduction of 0.90%.
Currently, there is no daily deduction from the Separate Account for income
taxes. See "Deductions From the Separate Account."
OTHER POLICY FEATURES
Policy Loans
After the first policy year and while the insured is alive, a policyowner may
borrow all or part of a policy's "loan value," by assigning the policy to GIAC
as security for the loan. A policy's loan value is 90% of the Cash Surrender
Value on the date that GIAC receives a proper written loan request (which
includes an assignment of the policy) at its Executive Office, minus any then
outstanding Policy Debt. The sum of any outstanding loan amounts plus accrued
loan interest is the Policy Debt. A policy has no loan value during the first
policy year or when it is continued under the Fixed Benefit Extended Term
Insurance policy value option after lapse. See "Policy Value Options." Policy
loan proceeds will ordinarily be paid to the policyowner within seven days of
the date that GIAC received the loan request. For exceptions to this general
rule, see "Policy Proceeds." The minimum loan amount is $500, unless the loan is
an Automatic Premium Loan. A policyowner never actually receives the proceeds of
a loan effected under Park Avenue Life's Automatic Premium Loan feature, as GIAC
uses such proceeds to pay the Policy Premium due. See "Automatic Premium Loan."
When a policyowner takes a loan, GIAC transfers the amount of the loan from the
Variable Investment Options and the fixed-rate option into a Loan Collateral
Account within GIAC's general account. GIAC will first transfer amounts held in
the Variable Investment Options in proportion to the Policy Account Value held
in such options as of the date it received the loan request. If the requested
loan exceeds the Policy Account Value held in the Variable Investment Options,
GIAC will transfer the excess amount from any Policy Account Value then held in
the fixed-rate option.
GIAC charges the policyowner interest on all outstanding loans at an annual rate
of 8%. Interest accrues daily and is due on Policy Anniversaries. If loan
interest is not paid when due, GIAC automatically increases the outstanding loan
by transferring amounts equal to the accrued but unpaid loan interest from the
Variable Investment Options and the fixed-rate option to the Loan Collateral
Account, in the manner and order described above. Amounts in the Loan Collateral
Account earn interest at a minimum annual
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<PAGE>
rate of 6%. Even though this means that the policyowner effectively pays GIAC
loan interest at an annual rate of no more than 2% when he or she borrows under
a policy, the policyowner is expected to pay all accrued loan interest when due.
Amounts transferred to the Loan Collateral Account in connection with policy
loans no longer share the investment experience or returns of the options from
which they were transferred. Accordingly, a policy loan will have a permanent
effect on Policy Account Value and the benefits provided under a policy, even if
the loan is repaid. The effect could be favorable or unfavorable, depending on
the investment experience of the Variable Investment Options or the rate of
interest credited under the fixed-rate option while the loan is outstanding. In
addition, the amount available for withdrawal or surrender and the death
proceeds payable under the policy are reduced dollar-for-dollar by the amount of
any outstanding Policy Debt.
The policyowner may repay all or part of the Policy Debt at any time while the
insured is alive and while the policy is in force or continued after lapse as
Reduced Paid-Up Insurance or Variable Reduced Paid-Up Insurance. See "Policy
Value Options." The minimum loan repayment amount is the lesser of $100, unless
the repayment accompanies a then due Policy Premium, or the then outstanding
Policy Debt. See "Crediting Payments." If the death proceeds have not already
been paid in cash or applied under a payment option, outstanding Policy Debt may
also be repaid within 60 days after the insured's death. The proceeds payable to
the beneficiary will then be increased by the amount of the repayment.
When GIAC credits and allocates a loan repayment, it transfers from the Loan
Collateral Account the amount of the repayment, minus a proportional amount of
accrued loan interest, plus any interest paid on the repaid amount by the Loan
Collateral Account, as follows:
o first, into the fixed-rate option to repay all loans provided by
Policy Account Value that had been attributable to the fixed-rate
option; and
o then, into the Variable Investment Options in accordance with the
Net Premium allocation instructions then in effect.
No transfer in or out of the Loan Collateral Account in connection with policy
loans will be subject to transfer charges. Loan repayment amounts that are
allocated to the fixed-rate option will be credited with the fixed-rate option
interest rate then in effect until the next Policy Anniversary.
If Policy Debt is outstanding, it may be more advantageous to repay the debt
than to make unscheduled payments. Unlike unscheduled payments, loan repayments
are not subject to premium tax, DAC tax or premium sales charges. See
"Deductions From Policy Premiums and Unscheduled Payments" and "Crediting
Payments."
If the Policy Debt exceeds a policy's Cash Surrender Value on a Monthly Date,
GIAC will notify the policyowner that a loan repayment is required to continue
the policy in force. The policy will lapse 31 days after the default date set
forth in the notice if GIAC does not receive a loan repayment that at least
equals the amount specified in the notice, which will be the sum of
o the amount by which the Policy Debt exceeded the Cash Surrender
Value as of the Monthly Date that GIAC identified the shortfall,
plus
o 10% of the Cash Surrender Value on that Monthly Date.
If the insured dies after a loan repayment notice is mailed but before the 31
days have expired, GIAC will pay the beneficiary the death proceeds minus the
unpaid Policy Debt. See "Grace Period" and "Policy Proceeds."
If a policy is treated as a modified endowment contract under the Internal
Revenue Code, there may be tax consequences associated with taking a policy
loan. See "Tax Effects" for a discussion of the circumstances under which a
policy may be treated as a modified endowment contract and the corollary effects
on policy loans. These tax consequences also apply to loans effected under the
Automatic Premium Loan feature.
Reducing The Face Amount
After the first policy year, a policyowner may ask GIAC to reduce the Face
Amount of his or her policy. GIAC will process a Face Amount reduction upon
receipt of a proper written request at its Executive Office. GIAC additionally
requires:
o that the insured be living on the date that GIAC receives the
request;
o that the reduction be for at least $10,000, unless it is caused by a
partial withdrawal (in which case, the partial withdrawal rules
apply); and
o that the reduced Face Amount will not be lower than GIAC's then
current minimum Face Amount, unless the reduction is caused by a
partial withdrawal.
The reduction will take effect on the Monthly Date next following the date that
GIAC approves the change. GIAC will deduct surrender charges from the Policy
Account Value in the manner described under "Transaction Deductions From the
Policy Account Value" if the Face Amount is reduced during the first 12 policy
years. GIAC will also deduct a withdrawal charge from the Policy Account Value
if a Face Amount reduction is caused by a partial withdrawal. A partial
withdrawal from an Option 1 policy will typically result in an immediate Face
Amount reduction. A partial withdrawal from an Option 2 policy will not reduce
the Face Amount so long as the Policy Account Value exceeds the applicable
Benchmark Value. However, the Option 2 death benefit will decline with each
partial withdrawal. See "Death Benefit Options" and "Partial Withdrawals."
Reducing the Face Amount could cause a policy to be treated as a modified
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<PAGE>
endowment contract under the Internal Revenue Code. See "Tax Effects."
The Basic Scheduled Premium, Benchmark Values, Policy Account Value, Monthly
Deductions, variable insurance amount and any benefits provided under additional
benefit riders that relate to the policy's Face Amount will generally decrease
when a Face Amount reduction takes effect. GIAC will send the owner revised
policy pages reflecting any changes caused by a Face Amount reduction.
The Face Amount of a Park Avenue Life policy cannot be increased.
Partial Withdrawals
After the first policy year and while the insured is living, the policyowner may
withdraw portions of the policy's Net Cash Surrender Value. Any such withdrawal
must be requested in writing, and is subject to GIAC's approval. GIAC will
process an approved partial withdrawal as of the Valuation Date on which it
receives a proper written request at its Executive Office. The minimum net
partial withdrawal amount is $500.
GIAC will not approve or process a partial withdrawal if, after withdrawing the
requested amount and imposing all applicable charges,
o the remaining Cash Surrender Value would be less than the Benchmark
Value, as adjusted to the date of withdrawal; or
o the policy would have no positive Net Cash Surrender Value.
GIAC will notify the policyowner if a requested partial withdrawal cannot be
effected.
GIAC assesses the following charges in connection with partial withdrawals: (1)
a partial withdrawal charge that equals the lesser of $25 or 2% of the requested
withdrawal amount; and (2) applicable surrender charges if the partial
withdrawal causes a Face Amount reduction during the first 12 policy years. See
"Transaction Deductions From the Policy Account Value" and "Reducing the Face
Amount."
To effect a partial withdrawal, GIAC first deducts the requested partial
withdrawal amount and any applicable charges proportionately from the Policy
Account Value attributable to the Variable Investment Options as of the
Valuation Date it received the partial withdrawal request. If the sum of the
requested withdrawal amount and all applicable charges exceeds the Policy
Account Value held in the Variable Investment Options, GIAC will withdraw the
excess amount from any Policy Account Value that is then held in the fixed-rate
option. The proceeds of a partial withdrawal will ordinarily be paid within
seven days of the date that GIAC receives the withdrawal request. For exceptions
to this general rule, see "Policy Proceeds."
In addition to reducing the Net Cash Surrender Value of a policy, a partial
withdrawal reduces the death benefit on a dollar-for-dollar basis. Under an
Option 1 policy, the Face Amount will generally be reduced with each partial
withdrawal. Under an Option 2 policy, the death benefit reduction will generally
mirror the Net Cash Surrender Value reduction. The tax consequences of partial
withdrawals are discussed under "Tax Effects."
Surrender
A Park Avenue Life policy may be surrendered for its Net Cash Surrender Value at
any time while the insured is living. GIAC will compute the Net Cash Surrender
Value as of the Valuation Date on which it receives a written surrender request
in proper and complete form at its Executive Office. A surrender request is
incomplete if it is not accompanied by the policy or an acceptable affidavit
confirming the policy's loss. The Net Cash Surrender Value equals:
o the Policy Account Value, minus
o any surrender charges, minus
o any Policy Debt, plus
o the portion of any Policy Premium Assessments paid for periods
beyond the next Monthly Date.
EXAMPLE - Surrender in Policy Year 5
Male insured, Age 35
Preferred Premium Class - Nonsmoker
Face Amount $250,000
Annual Policy Premium $2,225
Assuming, 6% hypothetical gross return; 4.7% net return
See "Appendix A"
Policy Account Value $8,446.92
Deferred Administrative Charge (800.00)
Deferred Sales Charge (467.25)
Policy Debt -0-
Pre-paid Policy Premium Assessments -0-
---------
Net Cash Surrender Value $7,179.67
The deferred sales charge and deferred administrative charge are surrender
charges. Park Avenue Life's surrender charges decline to zero by the end of the
12th policy year. See "Deductions and Charges."
The Net Cash Surrender Value will ordinarily be paid within seven days of the
date that GIAC receives a proper and complete surrender request. For exceptions
to this general rule, see "Policy Proceeds." All insurance coverage ends as of
the Valuation Date that GIAC computes the Net Cash Surrender Value in response
to a proper and complete surrender request. See "Tax Effects" for a discussion
of the tax consequences of surrendering a policy.
Transfers
The policyowner may request transfers in and out of the Variable Investment
Options or into the fixed-rate option at any time. However, the maximum number
of allocation options in which the Policy Account Value may be invested or held
at any one time is 7. Restrictions on transfers out of the fixed-rate option are
discussed under
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<PAGE>
"Transfers From The Fixed-Rate Option." Transfer requests may be submitted to
GIAC's Executive Office in writing or by telephoning 1-800-935-4128. Presently,
transfers may be effected without charge or tax consequences.
The minimum transfer amount is the lesser of $500 or the entire amount held in
the option from which GIAC effects a transfer. Transfers are effective as of the
end of the Valuation Date on which the request is received. Written transfer
requests received after 4:00 p.m. New York City time on a Valuation Date will be
treated as received on the next succeeding Valuation Date. GIAC reserves the
right to limit the frequency of transfers to not more than once every 30 days,
and to charge the policyowner for each transfer after the twelfth transfer in a
policy year. GIAC does not impose this charge currently. See "Deductions and
Charges."
GIAC accepts telephone transfer instructions between 9:00 a.m. and 3:30 p.m. New
York City time on each day that it is open for business. GIAC effects telephone
transfer instructions at the unit values calculated at the close of business on
the Valuation Date such instructions are received. GIAC will not honor telephone
transfer instructions unless it has received a written authorization form from
the policyowner. Callers are asked to provide precise identification and the
personal security code for the policy. GIAC will accept telephone transfer
instructions from any person who can provide the requested information, and is
not responsible for any loss, damage, cost or expense resulting from following
the foregoing procedures to implement telephone transfer instructions that it
reasonably believes to be genuine. This means that the policyowner bears the
risk of loss when unauthorized or fraudulent transfers are requested by
telephone and GIAC has followed its procedures. Telephone transfer requests may
be recorded without prior disclosure to the caller.
During periods of extreme market activity or drastic economic change, it may be
very difficult to contact GIAC to request a telephone transfer. If this occurs,
written transfer requests should be sent to the Executive Office. The rules for
telephone transfers are subject to change, and GIAC reserves the right to
suspend or withdraw this privilege without notice.
Transfers From the Fixed-Rate Option
Transfers from the fixed-rate option are permitted once per policy year during
the period starting on a Policy Anniversary and ending 30 days thereafter.
Requests received on or within the 30 days before a Policy Anniversary will be
effected on the Policy Anniversary. Requests received within the 30 days
following a Policy Anniversary will be effected on the Valuation Date of
receipt. GIAC will not honor requests for transfers out of the fixed-rate option
that are received at other times during a policy year.
GIAC transfers amounts from the fixed-rate option in the same order as the
amounts were allocated to such option. This means that amounts on deposit in the
fixed-rate option for the longest period of time will be the first amounts
transferred out. The maximum amount that may be transferred out of the
fixed-rate option each policy year is the greater of 33 1/3% of the Policy
Account Value in the fixed-rate option on the preceding Policy Anniversary, or
$2,500.
Dollar Cost Averaging Transfer Option
The policyowner may elect to have designated dollar amounts automatically
transferred on each Monthly Date from The Guardian Cash Fund investment division
of the Separate Account to one or more of the other options offered under the
policy. GIAC will not implement automatic transfers unless it has received a
properly completed authorization form.
The period selected for the Dollar Cost Averaging option to be in effect shall
be at least 12 months, and the minimum amount that may be transferred into each
other option on each Monthly Date is $100 per transfer. Before the policyowner's
Dollar Cost Averaging transfer program goes into effect, the Policy Account
Value attributable to The Guardian Cash Fund investment division must be at
least equal to the product of the number of months in the selected duration
multiplied by the aggregate amount designated for transfer each month (e.g., 12
x $100 = $1,200). GIAC will notify the policyowner if this minimum is not
satisfied. No Dollar Cost Averaging transfers will be effected until the minimum
is satisfied. The policyowner may add to the Policy Account Value attributable
to the Cash Fund investment division to extend the period that the Dollar Cost
Averaging transfer program remains in effect.
Automatic transfers under a Dollar Cost Averaging program will end when:
o the period set forth in the Dollar Cost Averaging authorization form
ends; or
o the Policy Account Value attributable to The Guardian Cash Fund
investment division is less than the amount designated for transfer
on a Monthly Date (though GIAC will transfer the remaining amount on
a pro-rata basis to the options that were last designated by the
policyowner for automatic transfers, leaving a zero balance in the
Cash Fund investment division); or
o a written request to terminate the program is received at GIAC's
Executive Office at least three Valuation Dates prior to the next
scheduled transfer; or
o the policy is surrendered or lapses.
Automatic transfers can be reinstated or changed, subject to the rules described
above, if GIAC receives a new authorization form within three Valuation Dates
before the Monthly Date on which the reinstatement or change is to be effective.
Periodic investing of the same dollar amount permits a policyowner to acquire
more units in a receiving Variable Investment Option when the price per share of
its corresponding mutual fund is low, and fewer when such
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<PAGE>
price is high. Accordingly, this strategy may reduce the impact of fluctuations
in the receiving Option's unit value over the period that automatic transfers
are effected. However, there can be no assurance of profit or protection against
loss in a declining market.
Policy Proceeds
The death proceeds are determined as of the date of the insured's death, even
though GIAC may not receive due proof of the death until some time thereafter.
The amount(s) involved in all other policy transactions will be determined as of
the end of the Valuation Period during which GIAC receives satisfactory
information, instructions or documentation at its Executive Office. See
"Communications With GIAC." GIAC will ordinarily pay any Net Cash Surrender
Value, policy loan, partial withdrawal, death proceeds or other policy
transaction proceeds from the Variable Investment Options within seven days
after it has received the information it needs to determine the payable amount.
However, GIAC may delay transfers, loans or other payments from some or all of
the Variable Investment Options when: (1) the NYSE is closed for other than
weekends or holidays, or trading is restricted; (2) the SEC determines that a
state of emergency exists that may make policy transactions impracticable; or
(3) at any other time when one or more of the Variable Investment Options'
corresponding mutual funds lawfully suspends payment or redemption of their
shares. GIAC will pay interest on the death proceeds as specified in the policy
from the date of the insured's death to the date the proceeds are paid or
applied under a payment option.
Requests for transfers, loans or any other payment out of the fixed-rate option
will normally be effected promptly after GIAC receives the required information
or documentation. However, GIAC has the right to delay such transfers, loans or
payments for up to six months from the date of a request. GIAC will pay interest
in accordance with state law requirements on payments attributable to the
fixed-rate option that are delayed. Requests for transfers out of the fixed-rate
option may only be made during certain periods. See "Transfers From the
Fixed-Rate Option."
The death proceeds actually paid to the beneficiary(ies) of a Park Avenue Life
policy will include that portion of previously paid Policy Premium Assessments
that relate to a period beyond the policy month of death. GIAC will also include
any proceeds provided by additional benefit riders in the death proceeds paid.
Any outstanding Policy Debt will be deducted from the death proceeds paid. If
the insured dies during the grace period for an unpaid Policy Premium, GIAC will
calculate the death benefit as though the Policy Premium had been paid when due
and then deduct the portion of such premium that relates to periods through the
policy month of death from the death proceeds to be paid. If the insured is
Attained Age 100 or older at death, the death proceeds will be the Policy
Account Value minus any Policy Debt as of the date of death.
Death proceeds may also be adjusted as a result of: (1) a misstatement of the
insured's Age or sex on the application for a policy; (2) the insured's suicide
within two years from the Issue Date or the effective date of a change in the
death benefit from Option 1 to Option 2 (but only to the extent of any increase
in the death benefit over the Face Amount that resulted from the change in
options); or (3) any limits imposed by a rider to the policy.
Policy Value Options
If a policy has no Cash Surrender Value when it lapses, GIAC will terminate the
policy and all insurance coverage will end. If a lapsed policy has Cash
Surrender Value, insurance coverage can be continued after lapse under one of
the policy value options described below. Alternatively, the policyowner can:
(1) request payment of the Net Cash Surrender Value, in which case all insurance
coverage will end; or (2) take steps to fulfill the conditions to reinstate the
policy. See "Reinstatement."
Generally, policy value Option A is the automatic option if the policyowner
neither elects another option, nor requests payment of the Net Cash Surrender
Value or reinstatement of the policy by the end of the grace period. However,
policy value Option B will be implemented if the lapsed policy does not qualify
for Option A, or if the insurance coverage provided under policy value Option B
equals or exceeds that which would be provided under Option A. A Park Avenue
Life policy issued in premium class 3 or higher, or with a temporary rating
charge, does not qualify for policy value Option A.
Of the policy value options available, only Option C provides for continuing
investment through the Variable Investment Options. Partial withdrawals and
loans are permitted under Option B and Option C, but not Option A. See "Tax
Effects" for information about the effects of cancelling Policy Debt when a
policy value option becomes effective.
While the insured is living, the policyowner may surrender the insurance
provided by a policy value option for the option's then net cash surrender
value. An option's net cash surrender value is its cash value minus any
outstanding policy debt. The cash value under policy value Option A is the then
present value of the insurance provided by the option. The cash value under
policy value Option B is the sum of the values attributable to the fixed-rate
option and the Loan Collateral Account (see below). The cash value under policy
value Option C is the sum of the values attributable to the Variable Investment
Options, the fixed-rate option and the Loan Collateral Account (see below).
Option A is Non-Participating Fixed Benefit Extended Term Insurance. This
limited term insurance provides a death benefit that is equal to the death
benefit under the lapsed policy, less any outstanding Policy Debt. The length of
time that coverage will continue under policy value Option A depends on the Net
Cash Surrender Value of the lapsed Park Avenue Life policy, as such value
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will be used as a net single premium for the term coverage that can be provided
for the insured's Attained Age, sex and premium class. To implement policy value
Option A, GIAC irrevocably transfers the lapsed policy's Net Cash Surrender
Value to its general account. No further Policy Premiums will be due; no
unscheduled payments or partial withdrawals will be permitted and no further
Monthly Deductions will be taken while Option A is in force. Extended term
insurance has a cash surrender value that declines to zero at the end of the
term, but no loan value. Option B is Non-Participating Reduced Paid-Up
Insurance. Policy value Option B provides lifetime insurance coverage on the
insured. The initial amount of the death benefit under this option will be the
benefit that can be purchased by using the policy's Cash Surrender Value on the
default date as a net single premium for the insured's Attained Age, sex and
premium class. If Policy Debt is to be cancelled when Option B takes effect, the
Net Cash Surrender Value will be used as the net single premium. See "Tax
Effects." Any Policy Debt continued or incurred under policy value Option B is
subject to the policy's provisions regarding policy loans. The death benefit
under policy value Option B is likely to be smaller than the death benefit under
the lapsed policy.
To implement policy value Option B, GIAC irrevocably transfers the lapsed
policy's Unloaned Policy Account Value to the fixed-rate option and deducts all
applicable surrender charges. GIAC also deducts the Policy Debt if the
policyowner has asked to have such debt cancelled when this option takes effect.
The remaining amount will be credited with a guaranteed rate of interest of at
least 4%. If the amounts retained under Option B earn interest at higher rates,
the Option's death benefit may increase. The death benefit under policy value
Option B will never be lower than the death benefit that would be required by
Section 7702 of the Internal Revenue Code for the Option. See "The Fixed-Rate
Option" and "Death Benefit Options."
No further Policy Premiums will be due, and no unscheduled payments are
permitted under policy value Option B. GIAC will deduct the monthly cost of
insurance charge and any partial withdrawal charges from the fixed-rate option
while policy value Option B is in force. See "Deductions and Charges."
Non-participating reduced paid-up insurance has a net cash surrender value and
loan value.
Option C is Non-Participating Variable Reduced Paid-Up Insurance. If a lapsed
Park Avenue Life policy had provided coverage for an insured in a standard or
better premium class for at least one year from its Issue Date, and its Cash
Surrender Value was at least $10,000 as of the default date, the policyowner can
use policy value Option C to continue lifetime insurance coverage for the
insured. GIAC will implement policy value Option B if a policyowner who elected
Option C is ineligible for it when an option is to be implemented.
Under this option, values can be retained in the Variable Investment Options
and/or the fixed-rate option, and the policyowner can continue to make transfers
in the same manner as permitted under the Park Avenue Life policy.
The initial amount of the death benefit under this option will be the benefit
that can be purchased by using the policy's Cash Surrender Value on the default
date as a net single premium for the insured's Attained Age, sex and premium
class. If Policy Debt is to be cancelled when Option C takes effect, the Net
Cash Surrender Value will be used as the net single premium. See "Tax Effects."
Any Policy Debt continued or incurred under policy value Option C is subject to
the policy's provisions regarding policy loans. The death benefit under policy
value Option C is initially likely to be smaller than the death benefit under
the lapsed policy. Once policy value Option C is in force, the death benefit
will vary with the net investment experience of the policyowner's Variable
Investment Option selections.
Unlike the Park Avenue Life policy, this option does not provide a guaranteed
minimum face amount of insurance. Accordingly, unfavorable investment
performance, partial withdrawals and/or loans can reduce or eliminate this
option's death benefit. If this option's cash value declines to zero, there can
be no death benefit and the option will lapse. Variable reduced paid-up
insurance can (but may not) have net cash surrender value and loan value.
No further Policy Premiums will be due, and no unscheduled payments will be
permitted while policy value Option C is in force. GIAC will deduct the monthly
cost of insurance charge and any partial withdrawal charges or transfer charges
in the same manner as under the policy while this option is in force. Deductions
from the Separate Account and the mutual funds will continue to have an impact
under policy value Option C. See "Deductions and Charges."
Fixed-Benefit Insurance During the First 24 Months
During the first 24 policy months, the policyowner has the right to exchange his
or her Park Avenue Life policy and replace it with a fixed-benefit life
insurance policy issued by GIAC or an affiliate of GIAC (the "new policy"). No
evidence of insurability will be required. Policy values under the new policy
will be held in the issuer's general account. The new policy's face amount will
be the same as the Park Avenue Life policy's Face Amount as of the exchange
date. And the insured's Age under the original policy will be retained under the
new policy. The policyowner must repay all outstanding Policy Debt before the
exchange is effected.
There may be a cost or credit to be paid upon this type of exchange. The amount
of the cost or credit is the greater of (1) or (2) where:
o (1) is the cumulative premiums for the new policy with interest at
6% minus the cumulative Policy
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Premiums for the exchanged Park Avenue Life policy with interest
at 6%; and
o (2) is the guaranteed cash value of the new policy minus the Cash
Surrender Value of the exchanged Park Avenue Life policy on the
exchange date.
If the greater amount is less than zero, the issuer of the new policy will pay
an exchange credit to the policyowner. If the greater amount is more than zero,
the policyowner must pay the exchange cost to the issuer of the new policy.
The exchange date is the date that the new policy is issued. The new policy will
be issued upon the later of:
o the date GIAC receives the policyowner's written exchange request
and his or her Park Avenue Life policy at its Executive Office; or
o the date any exchange cost payable by the policyowner is received by
the issuer of the new policy.
Waiver of premium and accidental death benefit riders from the Park Avenue Life
policy can be attached to the new policy. Other additional benefit riders are
only available upon the consent of the issuer of the new policy. Competent legal
and tax advice should be sought in connection with exchanging a policy.
Payment Options
The death proceeds or Net Cash Surrender Value of a Park Avenue Life policy can
be paid in a lump sum, or under one or more of the payment options described
below. The policyowner may select the payment option(s) while the insured is
living. If no election has been made when policy proceeds become payable, the
payee may select the payment option(s). A payment option election for death
proceeds must be made within one year of the insured's death. The payment
election for other proceeds must be made within 60 days after the proceeds
become payable. A payee under any payment option must be a natural person. The
policyowner may appoint a secondary payee to receive any payments remaining
after the death of the initial payee. Amounts applied to a payment option will
not share in the income, gains or losses of the Variable Investment Options, nor
be credited interest in the amount or manner provided by the fixed-rate option.
At least $5,000 must be applied under each option selected. See "Death Benefit
Options," "Partial Withdrawals," "Surrender" and "Policy Proceeds" for
information about when the proceeds of a Park Avenue Life policy are payable.
Under Option 1, GIAC will hold the proceeds and make monthly interest payments
at an annual rate of at least 3%. GIAC will determine any additional interest
yearly and add it to the monthly interest payment.
Under Option 2, GIAC will make monthly payments of a specified amount until the
proceeds and interest are fully paid. At least 10% of the original proceeds must
be paid each year. Interest of at least 3% will be added to the proceeds each
year. GIAC will determine any additional interest yearly.
Under Option 3, GIAC will make monthly payments for a specified number of years.
The amount of the payments will include interest at 3% per year. GIAC will also
make yearly payments of any additional interest.
Under Option 4, GIAC will make monthly payments for the longer of the life of
the payee or 10 years. The minimum amount of each payment will include interest
at 3% per year.
Under Option 5, GIAC will make monthly payments until the amount paid equals the
proceeds settled, and for the remaining life of the payee. The minimum amount of
each payment will include interest at 3% per year.
Under Option 6, GIAC will make monthly payments for 10 years and for the
remaining life of the last surviving of two payees. The minimum amount of each
payment will include interest at 3% per year.
Monthly payments under a payment option must be at least $50. The policy sets
forth the amount payable each month per $1,000 of proceeds applied under Options
3, 4, 5 and 6, as well as the amount payable upon the termination of a payment
option.
TAX EFFECTS
This discussion is based on GIAC's understanding of the effects of current
federal income tax laws, as currently interpreted, on Park Avenue Life policies.
This discussion is general in nature, and should not be considered to be tax
advice. Anyone interested in purchasing a policy or effecting policy
transactions should consult a legal or tax adviser regarding such person's
particular circumstances. There can be no guarantee that the federal income tax
laws, including related rules and regulations, or interpretations of them, will
not change while this prospectus is in use or while a policy is in force.
Treatment of Policy Proceeds
GIAC believes that a Park Avenue Life policy will be treated as "life insurance"
as defined in the Internal Revenue Code. Accordingly, under federal income tax
law:
o the death proceeds received by a beneficiary will not be subject to
federal income tax; and
o increases in the Policy Account Value resulting from interest or
investment experience will not be subject to federal income tax
unless they are distributed from the policy before the insured's
death.
Income recognized when a pre-death distribution is taken will be characterized
and taxed as "ordinary income."
The definition of "life insurance" under the Code can be met if a life insurance
policy satisfies either one of two
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tests that are set forth in the Code. The manner in which these tests should be
applied to certain features of the Policy is not clearly addressed by the Code,
regulations or pertinent authorities thereunder. The presence of these policy
features, and the absence of any pertinent interpretations of the tests, thus
creates some uncertainty about the application of the tests to the policy.
The federal income tax consequences of taking distributions from a policy will
depend on whether the policy is determined to be a "modified endowment
contract."
A modified endowment contract is an insurance policy that fails to meet a
"seven-pay" test. In general, a policy will fail the seven-pay test if the
cumulative amount of premiums paid under the policy at any time during the first
seven policy years exceeds a calculated premium level. The calculated seven-pay
premium level is based on a hypothetical policy issued on the same insured and
for the same initial death benefit that, under specified conditions (including
the absence of expense, administrative and surrender charges), would be fully
paid for after seven level annual payments.
A Park Avenue Life policy could be treated as a modified endowment contract if
the cumulative premiums paid (whether through scheduled Policy Premiums or
unscheduled payments) at any time during the first seven policy years exceeds
the cumulative seven-pay premiums that can be paid under the hypothetical
policy.
Whenever there is a "material change" under a policy, the policy will generally
be treated as a new contract and become subject to a new seven-pay period and
new seven-pay limit. A materially changed policy would become a modified
endowment contract if it failed to satisfy the new seven-pay limit. Increasing a
policy's future benefits might result in a material change. Future benefits can
increase, for example, if the death benefit is changed from Option 1 to Option
2, benefits are added by rider, or a lapsed policy is reinstated. An exchange is
treated as a material change.
If the benefits under a policy are reduced during the first seven policy years
(or within seven years after a material change), the applicable seven-pay limit
must be redetermined based on the reduced level of benefits and applied
retroactively for purposes of the seven-pay test. If the premiums previously
paid are greater than the recalculated seven-pay limit, the policy will become a
modified endowment contract. Policy benefits are reduced, for example, when the
Face Amount is reduced, when certain partial withdrawals are taken, when the
death benefit is changed from Option 2 to Option 1, or when a policy value
option takes effect.
A life insurance policy received in exchange for a modified endowment contract,
or a modified endowment contract that lapses and is reinstated, will be treated
as a modified endowment contract.
Once a policy becomes a modified endowment contract, it will remain a modified
endowment contract unless the violating transaction is reversed within thirty
days of its occurrence. The policyowner will be notified if a transaction has
caused or will cause the policy to be classified as a modified endowment
contract. If the transaction has caused the policy to be classified as a
modified endowment contract, the policyowner will be given the option of
reversing the transaction not later than 30 days from the date of notification.
The rules relating to whether a policy will be treated as a modified endowment
contract are extremely complex and cannot be adequately described in the limited
confines of this summary. Therefore, a current or prospective policyowner should
consult with a competent adviser to determine whether a transaction will cause
the policy to be treated as a modified endowment contract.
Pre-death distributions from a Park Avenue Life policy that is NOT a modified
endowment contract will generally receive the following federal income tax
treatment:
(1) Partial withdrawals should generally be treated as first recovering
the policyowner's "basis" in the policy and then as distributing
taxable income. However, during the first 15 policy years,
distributions may first be treated wholly or partially as taxable
income if the ratio of the Policy Account Value to the death benefit
exceeds the applicable ratio under Section 7702 of the Internal
Revenue Code. The basis in a policy generally equals the premiums
paid minus any amounts previously recovered through tax-free policy
distributions.
(2) If a policy is surrendered, the excess, if any, of the Cash
Surrender Value (which includes the amount of any Policy Debt) over
the basis will be subject to federal income tax. Any loss incurred
upon surrender is generally not deductible. The tax consequences of
surrender may differ if the proceeds are received under a payment
option.
(3) Loans will ordinarily be treated as indebtedness, and no part of a
loan will be subject to current federal income tax, as long as the
policy remains in force. Upon lapse, however, cancellation of a loan
will be treated as a distribution and may be taxed. Generally,
policy loan interest is not tax deductible by the policyowner.
Pre-death distributions from a Park Avenue Life policy that IS or BECOMES a
modified endowment contract will generally receive the following federal income
tax treatment:
(1) Any distribution will be taxed on an "income-first" basis to the
extent that the Policy Account Value exceeds the basis in the
policy. For this purpose, distributions include partial withdrawals,
surrenders, assignments and policy loans (including any
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automatic premium loans or automatic increases in policy loans to
pay loan interest). Loans that are treated as taxable income are
added to the basis of modified endowment contracts.
(2) For purposes of determining the taxable portion of any distribution,
all modified endowment contracts issued by GIAC or its affiliates to
a policyowner during any calendar year shall be treated as one
modified endowment contract.
(3) A 10% penalty tax will also apply to any taxable distribution,
unless the distribution is: (a) made to a taxpayer who is 59 1/2
years of age or older; (b) attributable to disability (as defined in
the Internal Revenue Code); or (c) received as part of a series of
substantially equal periodic payments for the taxpayer's life (or
life expectancy) or the joint lives (or joint life expectancies) of
the taxpayer and a beneficiary.
The Secretary of the Treasury is authorized to prescribe additional rules to
prevent avoidance of income-first taxation on distributions from modified
endowment contracts.
If a policy becomes a modified endowment contract, distributions that occurred
during the policy year in which such policy became a modified endowment
contract, and distributions in any subsequent policy year will be taxed as
described above. In addition, distributions that occurred within the preceding
two years will be subject to such tax treatment. This means that a distribution
made from a policy that is not a modified endowment contract could later become
taxable as a distribution from a modified endowment contract. The Secretary of
the Treasury is authorized to prescribe rules that would similarly treat other
distributions made in anticipation of a policy becoming a modified endowment
contract.
Exchanges
Typically, there are no federal income tax consequences when one life insurance
policy is exchanged for another to cover the same insured. However, the new
policy will be subject to the seven-pay test from the date of the exchange, and
can be treated as a modified endowment contract if it fails to satisfy such
test. Additionally, a policy may lose any privileges to be excused by
"grandfathering" from statutory or regulatory changes made after its issuance if
it is exchanged for another policy. For these reasons, anyone who is (1)
considering exchanging another life insurance policy to obtain a Park Avenue
Life policy, or (2) considering exchanging a Park Avenue Life policy to obtain a
different life insurance policy should consult a competent tax adviser.
Diversification
If a policy does not qualify as "life insurance" under the Internal Revenue
Code, the policyowner can become immediately subject to federal income tax on
the income under his or her policy. For variable life insurance policies to
qualify as life insurance, section 817(h) of the Internal Revenue Code requires
their underlying investments to be adequately diversified. Treasury Department
regulations specify the diversification requirements. GIAC believes that the
investment divisions of the Separate Account, through their corresponding mutual
funds, comply fully with such requirements.
To date, no regulations or rulings have been issued to provide guidance
regarding the circumstances under which a policyowner's ability to control his
or her investments under a policy by exercising premium allocation and transfer
privileges would cause him or her to be treated as the owner of a pro-rata
portion of the assets in an insurance company's separate account. If a Park
Avenue Life policyowner was considered the owner of assets in the Separate
Account, the income and gains attributable to his or her Policy Account Value in
the Variable Investment Options would be included in his or her gross income.
GIAC currently believes that it, and not its policyowners, is considered to own
the Separate Account's assets. However, GIAC cannot predict when the Treasury
Department or the Internal Revenue Service ("IRS") will issue guidance regarding
these matters, nor the nature of any such guidance.
Policy Changes
GIAC may, to the extent it deems necessary, make changes to the policy or its
riders (1) to assure that Park Avenue Life initially qualifies and continues to
qualify as life insurance under the Internal Revenue Code; or (2) to attempt to
prevent a policyowner from being considered the owner of a pro-rata portion of
the Separate Account's assets (see above). Any such change will apply uniformly
to all policies that are affected. If required by state insurance regulatory
authorities, advance written notice of such changes will be provided.
Tax Changes
From time to time the United States Congress considers legislation that, if
enacted, could change the tax treatment of life insurance policies prospectively
or even retroactively. In this connection, the President's 1999 Budget Proposal
has recommended legislation that, if enacted, would adversely modify the federal
taxation of certain insurance and annuity contracts. For example, one proposal
would tax transfers among investment options and tax exchanges involving
variable contracts. A second proposal would reduce the "investment in the
contract" under cash value life insurance and certain annuity contracts, thereby
increasing the amount of income for purposes of computing gain. In addition, the
Treasury Department and IRS may amend existing regulations, issue new
regulations, or adopt new interpretations of existing laws or regulations. Also,
state or local tax laws that relate to owning or benefiting from a policy can be
changed from time to time without notice. It is impossible to predict whether,
when or how any such change would be adopted. Anyone with questions about such
matters should consult a legal or tax adviser.
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Estate and Generation Skipping Transfer Taxes
If the policyowner is also the insured, the death benefit under a Park Avenue
Life policy will generally be included in the policyowner's estate for purposes
of federal estate tax. If the policyowner is not the insured, under certain
circumstances only the Cash Surrender Value would be so included. In general,
estates of U.S. citizens or residents that are valued at less than $600,000 will
not incur federal estate tax liability, and an unlimited marital deduction may
be available for federal estate and gift tax purposes. Federal estate tax is
integrated with federal gift tax under a unified rate schedule.
As a general rule, designating a beneficiary or paying proceeds to a person who
is two or more generations younger than the policyowner, may cause a generation
skipping transfer ("GST") tax to be payable. The GST tax is imposed at a rate
that equals the maximum estate tax rate. Individuals are generally allowed an
aggregate GST tax exemption of $1 million. Because these rules are complex, a
legal or tax adviser should be consulted for specific information.
The particular situation of each policyowner or beneficiary will determine how
ownership or receipt of policy proceeds will be treated for purposes of federal
estate and GST taxes, as well as state and local estate, inheritance and other
taxes.
Legal Considerations for Employers
In 1983, the United States Supreme Court held that optional annuity benefits
provided under an employer's deferred compensation plan could not, under Title
VII of the Civil Rights Act of 1964, vary between men and women on the basis of
sex. The Court applied its decision to benefits derived from contributions made
on or after August 1, 1983. Lower federal courts have since held that the Title
VII prohibition of sex-distinct benefits may apply at an earlier date. In
addition, some states prohibit using sex-distinct mortality tables.
The Policy uses sex-distinct actuarial tables, unless state law requires the use
of sex-neutral actuarial tables. As a result, the Policy generally provides
different benefits to men and women of the same age. Employers and employee
organizations which may consider buying Policies in connection with any
employment-related insurance or benefits program should consult their legal
advisers to determine whether the Policy is appropriate for this purpose.
Other Tax Consequences
The policy may be used in various arrangements, including non-qualified deferred
compensation or salary continuance plans, split dollar insurance plans,
executive bonus plans, retiree medical benefit plans and others. The tax
consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement. Therefore, if a policyowner is
contemplating the use of a policy in any arrangement the value of which depends
in part on its tax consequences, the policyowner should consult a qualified tax
advisor regarding the tax attributes of the particular arrangement.
In recent years, Congress has adopted new rules relating to life insurance owned
by businesses. Any business should consult a tax advisor regarding possible tax
consequences associated with the Policy prior to acquisition and also before
entering into any subsequent changes to or transactions under the Policy.
GIAC's Taxes
Under the current life insurance company tax provisions of the Internal Revenue
Code, an insurer's variable life insurance business is treated in a manner
consistent with a fixed benefit life insurance business. Accordingly, GIAC pays
no income tax on investment income and capital gains reflected in its variable
life insurance policy reserves, and no charge is currently being made to any
investment division of the Separate Account for taxes. GIAC reserves the right
to assess a charge against the Separate Account in the future for taxes or other
tax-related economic burdens which it incurs that are attributable to the
Separate Account or allocable to the policy. The operations of the Separate
Account are reported on GIAC's federal income tax return, which is then
consolidated with that of GIAC's parent, Guardian Life.
GIAC currently imposes a 1% federal tax charge on Basic Scheduled Premiums and
unscheduled payments that relates to its increased corporate income tax
liability under Section 848 of the Internal Revenue Code. Section 848 requires
all life insurance companies to amortize certain policy acquisition expenses
over 10 years. See "Deductions From Policy Premiums and Unscheduled Payments."
GIAC may have to pay state, local and other taxes in addition to premium taxes.
At present, these taxes are not substantial. If they increase, charges may be
made for such taxes that are attributable to the Separate Account or allocable
to the policy.
Income Tax Withholding
GIAC is generally required to withhold for income taxes applicable to taxable
distributions. A policyowner can elect in writing to not have income taxes
withheld. If income tax is not withheld for a taxable distribution, or if an
insufficient amount is withheld, tax payments may be required from the
policyowner later. Under the applicable tax rules, penalties may be assessed
against the policyowner if withholding or estimated tax payments are
insufficient. GIAC may also be required to withhold GST taxes if it does not
receive satisfactory written notification that no such taxes are due.
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THE VARIABLE INVESTMENT OPTIONS
THE SEPARATE ACCOUNT
The Separate Account was established by resolution of GIAC's Board of Directors
on November 18, 1993 under the insurance law of the state of Delaware, and meets
the definition of "separate account" under the federal securities laws. The
Separate Account is registered with the SEC as a unit investment trust, which is
a type of investment company under the Investment Company Act of 1940 (the "1940
Act"). A unit investment trust invests its assets in specified securities, such
as the shares of one or more registered mutual funds, rather than a portfolio of
unspecified securities. Registration under the 1940 Act does not involve any
supervision by the SEC of the investment management or programs of the Separate
Account or GIAC. Under Delaware law, however, both GIAC and the Separate Account
are subject to regulation by the Delaware Insurance Commissioner. GIAC is also
subject to the insurance laws and regulations of all states and jurisdictions
where it is authorized to conduct business.
GIAC owns the assets held in the Separate Account. The assets equal to the
reserves and other liabilities of the Separate Account are used only to support
the variable life insurance policies issued through the Separate Account.
Delaware insurance law provides that such assets may not be used to satisfy
liabilities arising from any other business that GIAC may conduct. This means
that the assets supporting Policy Account Values maintained in the Variable
Investment Options are not available to meet the claims of GIAC's general
creditors. GIAC may also retain in the Separate Account assets that exceed the
reserves and other liabilities of the Separate Account. Such assets can include
GIAC's direct contributions to the Account, accumulated charges for mortality
and expense risks, or the investment results attributable to GIAC's retained
assets. Because such retained assets do not support Policy Account Values, GIAC
may transfer them from the Separate Account to its general account.
The Separate Account has several investment divisions, each of which invests in
shares of a corresponding mutual fund. The funds are briefly described below.
More complete information about the mutual funds, including all fees and
expenses, appear in the prospectuses which accompany this prospectus.
THE FUNDS
Each of the funds is an open-end diversified management investment company, and
is registered with the SEC under the 1940 Act. Such registration does not
involve any supervision by the SEC of the investment management or policies of
the funds. The funds do not impose a sales charge or "load" for buying and
selling their shares, so GIAC buys and sells shares at net asset value in
response to policyowner-requested and other policy transactions.
Presently, policy and contract values attributable to both variable life
insurance policies and variable annuities may be invested in the funds through
GIAC's separate accounts. 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 policyowners. See "Rights Reserved by GIAC" and the
accompanying prospectuses for the mutual funds.
Investment Objectives and Policies of the Funds
Each fund has a different investment objective that it tries to achieve by
following specified investment policies. The objective and policies of each fund
will affect its potential returns and its risks. There is no guarantee that a
fund will achieve its investment objective. The following chart states each
fund's objective and lists typical portfolio investments.
FUND INVESTMENT OBJECTIVE TYPICAL INVESTMENTS
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Guardian Stock Long-term growth of U.S. common stocks and
Fund capital convertible securities
Guardian Small Long-term growth of U.S. common stocks and
Cap Stock Fund capital convertible securities
Guardian Bond Maximum income with- investment grade debt
Fund out undue risk of obligations and U.S.
principal government securities
Guardian Cash High level of current money market instruments
Fund income; preservation
of capital
Baillie Gifford Long-term capital common stocks and
International appreciation convertible securities
Fund issued by foreign companies
Baillie Gifford Long-term capital common stocks and
Emerging appreciation convertible securities
Markets Fund issued by companies that
are organized in, generally
operate in, or which
principally sell their
securities in emerging
market countries
Value Line Long-term growth of U.S. common stocks, ranked
Centurion capital 1 or 2 by the Value Line
Fund Ranking System*
Value Line High total investment U.S. common stocks, ranked
Strategic Asset return consistent with 1 or 2 by the Value Line
Management reasonable risk Ranking System,* bonds and
Trust money market instruments
Gabelli Capital Growth of capital; U.S. common stocks and
Asset Fund current income as a convertible securities
secondary objective
MFS Emerging Long-term growth of U.S. common stocks of
Growth Series capital emerging growth companies
MFS Total Above-average income equity securities and non-
Return Series (compared to a portfolio convertible fixed income
invested entirely in securities
equity securities)
consistent with prudent
employment of capital,
and secondarily to
provide a reasonable
opportunity for growth
of capital and income
* 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).
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FUND INVESTMENT OBJECTIVE TYPICAL INVESTMENTS
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MFS Growth Reasonable current common stocks and
With Income income and long-term convertible securities
Series growth of capital and issued by U.S. and foreign
income companies
MFS Bond To provide as high a convertible and non-
Series level of current income convertible debt securities
as is believed consistent and preferred stocks; U.S.
with prudent investment government securities;
risk and secondarily to commercial paper;
protect shareholders' repurchase agreements and
capital cash or cash equivalents
American Long-term capital growth equity securities of well-
Century VP with income as a established intermediate-
Value Fund secondary objective to-large companies whose
securities are believed to be
undervalued
American Capital growth international common
Century VP stocks with potential for
International appreciation
Fund
AIM V.I. Value Seeks long-term growth common stocks, convertible
Fund of capital by investing bonds and convertible
primarily in undervalued preferred stock, preferred
stocks with income as a stock and debt instruments
secondary objective believed to be undervalued
relative to the overall market
AIM V.I. Seeks capital apprecia- common stocks of medium-
Capital tion by investing in sized and smaller emerging
Appreciation stocks with emphasis growth companies
Fund on medium-sized and
smaller emerging
growth companies
Fidelity VIP III Capital growth common stocks and
Growth convertibles
Opportunities
Portfolio
Fidelity VIP Reasonable income with income-producing
Equity-Income capital appreciation as a equity securities
Portfolio secondary objective
Fidelity VIP High level of current high-yielding debt securities
High Income income with an emphasis on
Portfolio lower-quality securities
Fidelity VIP II Total return that equity securities of
Index 500 corresponds to that of companies that compose
Portfolio the Standard & Poor's the Standard & Poor's 500
500 Index and in other instruments
that are based on the value
of the Index
Investment Performance of the Funds
The average annual total returns shown below are based on the actual investment
performance of the mutual funds for years ended December 31, 1997. They reflect
the deduction of investment advisory fees and operating expenses, and assume the
reinvestment of all dividends and capital gains distributed by the funds. These
returns are not illustrative of how actual investment performance will affect
the benefits provided by a Park Avenue Life policy because they do not reflect
the effects of the deductions and charges that GIAC makes under the policy's
terms. Moreover, these returns are not an estimate or prediction of future
performance. They may be useful, though, in assessing the past performance of
the investment advisers of the funds. Total returns for The Guardian Cash Fund
are not presented.
FUND NAME YEARS ENDING DECEMBER 31, 1997
AND Since
INCEPTION DATE 1 Year 5 Years 10 Years Inception
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Guardian Stock Fund* 35.58% 22.37% 19.37% 17.87%
(4/13/83)
Guardian Small Cap N/A N/A N/A 14.69%
Stock Fund
(7/16/97)
Guardian Bond Fund* 8.99% 6.94% 8.93% 9.36%
(5/1/83)
Baillie Gifford 11.93% 14.24% N/A 12.28%
International Fund
(2/8/91)
Baillie Gifford Emerging 1.97% N/A N/A 3.36%
Markets Fund
(10/17/94)
Value Line 21.39% 16.33% 17.76% 14.13%
Centurion Fund
(11/15/83)
Value Line Strategic 15.66% 12.88% 15.38% 14.37%
Asset Management Trust
(10/1/87)
Gabelli Capital** 42.59% N/A N/A 22.36%
Asset Fund
(5/1/95)
MFS Emerging 21.90% N/A N/A 23.53%
Growth Series***
(7/24/95)
MFS Total Return 21.30% N/A N/A 20.93%
Series***
(1/3/95)
MFS Growth With 29.78% N/A N/A 27.61%
Income Series***
(10/9/95)
MFS Bond Series*** 10.14% N/A N/A 6.94%
(10/24/95)
American Century VP 26.10% N/A N/A 23.20%
Value Fund
(5/1/96)
American Century VP 18.60% N/A N/A 10.60%
International Fund
(5/1/94)
AIM V.I. Value Fund 23.69% N/A N/A 19.74%
(5/5/93)
AIM V.I. Capital 13.51% N/A N/A 18.64%
Appreciation Fund
(5/5/93)
Fidelity VIP III Growth 29.95% N/A N/A 26.81%
Opportunities
Portfolio***
(1/3/95)
Fidelity VIP Equity- 28.11% 20.16% 16.72% 14.66%
Income Portfolio****
(10/9/86)
Fidelity VIP High 17.67% 13.91% 12.81% 12.45%
Income Portfolio****
(9/19/85)
Fidelity VIP II Index 32.82% 19.91% N/A 19.87%
500 Portfolio****
(8/27/92)
* Results for The Guardian Bond Fund and The Guardian Stock Fund reflect
effects of expense reimbursements that occurred during the years ended
December 31, 1984 and 1985. Without these expense reimbursements, results
for these funds would be lower. The inception date for the Guardian Small
Cap Stock Fund is the date of commencement of the public offering of the
fund.
** For the period from May 1, 1995 through December 31, 1995, the Manager and
the Adviser of Gabelli Capital Asset Fund absorbed a portion of the fund's
operating expenses. Total returns for this period would have been lower if
these expenses had not been absorbed.
*** Total returns for the MFS Growth With Income Series, Emerging Growth
Series, Bond Series and Total Return Series reflect the agreement by the
series' Adviser to bear expenses for the series, subject to reimbursement
by the series, such that the operational expenses shall not exceed, for
the Growth With Income, Emerging Growth, and Total Return Series, 0.25%,
and for the Bond Series, 0.40% of the average daily net assets of the
series for each fiscal year since inception. Total returns would be lower
in the absence of this agreement.
**** Total returns for the Fidelity Growth Opportunities, Fidelity
Equity-Income, Fidelity High Income, and Fidelity Index 500 Portfolios
reflect the reimbursement of certain fund expenses by the Adviser during
certain periods and/or the effects of varying arrangements with third
parties who either paid or reimbursed a portion of the fund's expenses. In
the absence of these arrangements total returns would have been lower.
THESE TOTAL RETURNS ARE FOR THE FUNDS ONLY AND DO NOT REFLECT THE EFFECTS OF
DEDUCTIONS FROM POLICY PREMIUMS AND UNSCHEDULED PAYMENTS, MONTHLY DEDUCTIONS,
TRANSACTION DEDUCTIONS OR DEDUCTIONS FROM THE SEPARATE ACCOUNT. INCLUDING THE
EFFECTS OF THESE DEDUCTIONS REDUCES RETURNS. SEE "DEFINITIONS" AND "DEDUCTIONS
AND CHARGES" FOR ADDITIONAL INFORMATION.
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33
<PAGE>
THE FUNDS' INVESTMENT ADVISERS
Guardian Investor Services Corporation
The Guardian Stock Fund, The Guardian Small Cap Stock Fund, The Guardian Bond
Fund and The Guardian Cash Fund (the "Guardian funds") 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
the Guardian funds, except the Small Cap Stock Fund, 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. The Small Cap Stock
Fund pays GISC 0.75% of the Fund's average daily net assets. GISC also serves as
the investment adviser to eight of the ten series comprising The Park Avenue
Portfolio, a family of mutual funds, and serves as manager of Gabelli Capital
Asset Fund.
Guardian Baillie Gifford Limited
Baillie Gifford International Fund and Baillie Gifford 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 by GIAC and
Baillie Gifford Overseas Limited ("BG Overseas") in November 1990. GBG is also
the investment adviser of two of the ten series comprising The Park Avenue
Portfolio. Baillie Gifford International Fund and Baillie Gifford Emerging
Markets Fund pay GBG an investment advisory fee at an annual rate of 0.80% and
1.00%, respectively, of the fund's average daily net assets for the services and
facilities GBG provides to the funds.
Baillie Gifford Overseas Limited
GBG has appointed BG Overseas to serve as sub-investment adviser to Baillie
Gifford International Fund and Baillie Gifford 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 two series of The Park Avenue
Portfolio that are advised by GBG. One half of the investment advisory fee paid
by Baillie Gifford International Fund and Baillie Gifford Emerging Markets Fund
to GBG is payable by GBG to BG Overseas for its services as the fund's
sub-investment adviser. No separate or additional fee is paid by the fund to BG
Overseas.
Value Line, Inc.
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 the fund. Value Line also serves as the
investment adviser to its own family of mutual funds and publishes The Value
Line Investment Survey and The Value Line Mutual Fund Survey.
Gabelli Funds, Inc.
Gabelli Capital Asset Fund is managed by GISC, which has appointed Gabelli
Funds, Inc. ("GFI") as the investment adviser to the Fund. GFI has its principal
offices 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 0.75% 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 other open-end mutual funds and closed-end mutual
funds.
Massachusetts Financial Services Company
MFS Growth With Income Series, MFS Emerging Growth Series, MFS Bond Series and
MFS Total Return Series are advised by Massachusetts Financial Services Company
("MFS"), 500 Boylston Street, Boston, MA. MFS is registered as an investment
adviser under the Advisers Act and is a subsidiary of Sun Life of Canada (U.S.)
which is itself an indirect wholly owned subsidiary of Sun Life Assurance
Company of Canada. MFS provides advisory services to other open- and closed-end
registered investment companies, as well as private and institutional investors.
As compensation for its services to the Series, MFS receives a fee, payable
monthly, at an annual rate of 0.75%, 0.75%, 0.60%, and 0.75% of the average
daily net assets of the Growth With Income Series, Emerging Growth Series, Bond
Series and Total Return Series, respectively.
American Century Investment Management, Inc.
The American Century VP Value Fund and the American Century VP International
Fund are advised by American Century Investment Management, Inc. ("ACIM"),
American Century Tower, 4500 Main Street, Kansas City, Missouri 64111. ACIM, a
registered investment adviser under the Advisers Act, has been providing
investment advisory services to investment companies and institutional investors
since it was founded in 1958. Each of the American Century funds pays ACIM an
investment advisory fee at an annual rate of 1.00% and 1.50% of the average
daily net assets of the VP Value Fund and the VP International Fund,
respectively.
A I M Advisors, Inc.
AIM V.I. Value Fund and AIM V.I. Capital Appreciation Fund are advised by A I M
Advisors, Inc. ("AIM"), 11 Greenway Plaza, Suite 100, Houston, Texas 77046. AIM,
a registered investment adviser under the Advisers Act, was organized
- --------------------------------------------------------------------------------
34
<PAGE>
in 1976 and, together with its subsidiaries, manages or advises over 50
investment company portfolios. AIM is a wholly-owned subsidiary of A I M
Management Group Inc., a holding company engaged in the financial services
business and which in turn is an indirect wholly owned subsidiary of AMVESCAP
PLC. AMVESCAP PLC and its subsidiaries are an independent investment management
group engaged in institutional investment management and retail mutual fund
businesses in the United States, Europe and the Pacific Region. The AIM V.I.
Value Fund and V.I. Capital Appreciation Fund each pay AIM an investment
advisory fee at an annual rate of 0.64% of the fund's average daily net assets.
Each Fund pays an advisory fee to AIM at an annual rate of 0.65% of the first
$250 million of the Fund's average daily net assets, plus 0.60% of the Fund's
average daily net assets in excess of $250 million.
Fidelity Management & Research Company
The Fidelity VIP III Growth Opportunities Portfolio, Fidelity VIP Equity-Income
Portfolio, Fidelity VIP High Income Portfolio, and Fidelity VIP II Index 500
Portfolio are advised by Fidelity Management & Research Company ("FMR"), 82
Devonshire Street, Boston, Massachusetts 02109. FMR, a registered investment
adviser under the Advisers Act, is the management arm of Fidelity Investments,
which was established in 1946. Each of the Fidelity portfolios pays FMR an
investment advisory fee at annual rates of 0.61%, 0.51%, 0.59%, and 0.24% for
the Growth Opportunities, Equity-Income, High Income, and Index 500 Portfolios,
respectively.
On behalf of the High Income and Growth Opportunities Portfolios, FMR has
sub-investment advisory agreements with two affiliates, FMR U.K. and FMR Far
East. FMR U.K. and FMR Far East are compensated for providing FMR with
investment research and advice with fees equal to 110% and 105%, respectively,
of the costs of providing these services. On behalf of the High Income
Portfolio, the sub-investment advisers may also provide investment management
services in return for which they receive a fee equal to 50% of FMR's management
fee rate. No separate or additional fee is paid by the portfolios to the
sub-adviser.
Bankers Trust Company ("BT") has been appointed sub-investment adviser to the
Index 500 Portfolio. BT, a New York Banking Corporation with principal offices
at 130 Liberty Street, New York, New York 10006, is a wholly owned subsidiary of
Bankers Trust New York Corporation. For investment management, securities
lending and custodial services to the Index 500 Portfolio, FMR pays BT fees at
an annual rate of 0.006% of the average net assets of the Portfolio. No separate
or additional fee is paid by the Portfolio to BT.
- --------------------------------------------------------------------------------
35
<PAGE>
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THE FIXED RATE OPTION
GENERAL INFORMATION
The policyowner may allocate some or all of the Net Premiums paid under a policy
or transfer some or all of the Policy Account Value that is attributable to the
Variable Investment Options to Park Avenue Life's fixed-rate option. As
described elsewhere in this prospectus, certain restrictions apply to transfers
out of the fixed-rate option, and GIAC will use amounts in the fixed-rate option
as the last source of funds for certain policy transactions. The fixed-rate
option is funded by GIAC's general account.
Because of exemptive and exclusionary provisions, interests in the fixed-rate
option are not registered under the Securities Act of 1933, and neither the
fixed-rate option nor GIAC's general account are registered as investment
companies under the 1940 Act. GIAC has been advised that the staff of the SEC
does not review prospectus disclosures relating to unregistered allocation and
transfer options, but such disclosures may be subject to certain generally
applicable provisions of the federal securities laws regarding the accuracy and
completeness of statements made in prospectuses.
The fixed-rate option is only available under the policy in states where it has
been approved by the state insurance department.
AMOUNTS IN THE FIXED-RATE OPTION
The sources of the Policy Account Value attributable to the fixed-rate option
are:
o Net Premiums and loan repayments that have been allocated and remain
credited to the option, plus
o amounts transferred to the option from the Variable Investment
Options which remain credited to the fixed-rate option, plus
o interest paid on amounts held in the option.
GIAC guarantees that amounts invested in the fixed-rate option will accrue
interest daily at an effective annual rate of at least 4%. GIAC is not obligated
to credit interest at a rate higher than 4%, although it may do so at its sole
discretion. GIAC declares the current interest rate for the fixed-rate option
periodically.
The Policy Account Value attributable to the fixed-rate option on the Policy
Date or any Policy Anniversary will earn interest at the annual rate in effect
on that day for the next 12 months, when it will be accumulated together with
the following amounts to earn the interest rate then in effect for the next 12
months:
o amounts allocated or transferred to the fixed-rate option during
such 12 months; and
o interest credited on all amounts attributable to the fixed-rate
option during such 12 months
Amounts allocated or transferred to the fixed-rate option on a date other than
the Policy Date or a Policy Anniversary will earn interest at the rate in effect
on the date of the applicable transaction until the next Policy Anniversary.
Accordingly, the effective interest rate credited at any time to a policy with
amounts in the fixed-rate option will be a weighted average of all the
fixed-rate option interest rates which then apply to the Policy Account Value in
the fixed-rate option.
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36
<PAGE>
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VOTING RIGHTS
As explained under "The Variable Investment Options," GIAC invests the assets of
the Separate Account's investment divisions in shares of certain corresponding
mutual funds. GIAC is the record owner of such shares and will attend and has
the right to vote at any meeting of a fund's shareholders.
To the extent required by applicable law, GIAC will vote the fund shares that it
owns through the Separate Account according to instructions received from Park
Avenue Life policyowners. GIAC will vote shares for which no instructions are
received in the same proportion as it votes shares for which it has received
instructions. GIAC will vote any mutual fund shares that it is entitled to vote
directly due to amounts it has contributed or accumulated in the applicable
investment division in the same proportion as all of its policyowners and
contractowners vote, including those who participate in other GIAC separate
accounts. If the applicable law or interpretations thereof change so as to
permit GIAC to vote a fund's shares in GIAC's own right or to restrict
policyowner voting, GIAC reserves the right to do so.
GIAC will seek voting instructions from Park Avenue Life policyowners for the
number of shares attributable to their policies. Policyowners are entitled to
provide instructions if, on the applicable record date, they have allocated
Policy Account Values to the investment division that corresponds to the mutual
fund for which a shareholder meeting is called. The record date shall be at
least 10 and no more than 90 days before the meeting. GIAC determines the number
of shares attributable to a policy by dividing the Policy Account Value in the
applicable investment division by the net asset value per fund share as of the
record date. Fractional shares are counted.
If permitted by state insurance regulatory authorities, GIAC may disregard
voting instructions relating to changes in a mutual fund's investment adviser,
investment advisory contract, investment objective or investment policies. GIAC
will only take such action if it reasonably disapproves the proposed changes,
and, in the case of a change in investment adviser or an investment policy, if
it makes a good faith determination that the proposed change is contrary to
state law or otherwise inappropriate in view of the fund's investment objective
and purpose. GIAC will explain its actions in the next semi-annual report to
policyowners.
Certain actions which GIAC may take relating to the operations of the Separate
Account may require policyowner approval. See "Rights Reserved by GIAC." If a
vote is required, each policyowner will be entitled to one vote for every $100
of value held in the Separate Account's investment divisions. GIAC will cast
votes attributable to its direct investments in the investment divisions in the
same proportion as votes cast by policyowners.
There are no voting rights with respect to the fixed-rate option.
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37
<PAGE>
- --------------------------------------------------------------------------------
DISTRIBUTION OF THE POLICY AND OTHER CONTRACTUAL ARRANGEMENTS
In its capacity as a broker-dealer registered under the Securities and Exchange
Act of 1934 (the "1934 Act") and as a member of the National Association of
Securities Dealers, Inc., GISC has entered into a distribution agreement with
GIAC to serve as the principal underwriter of the policies and the other
variable annuity contracts and variable life insurance policies issued by GIAC
through its separate accounts. The amounts paid or accrued to GISC by GIAC under
the distribution agreement totalled $1,409,708, $1,851,468 and $1,979,926 during
the years ended December 31, 1995, 1996, and 1997, respectively. GISC is a New
York corporation.
GIAC agents who are licensed by state insurance authorities to sell variable
life insurance policies must also be registered representatives of GISC or of
broker-dealer firms which have entered into sales agreements with GISC and GIAC
to sell Park Avenue Life. GIAC's agents receive sales commissions that are paid
from GIAC's resources, including amounts collected as premium sales charges and
deferred sales charges. If a policy is returned as provided in its Free Look
provision, or is surrendered or lapses at any time during the first 18 policy
months, some or all of the sales commission paid may be recovered by GIAC from
the agent.
The maximum commission that GIAC will pay to an agent for selling a policy is
50% of the Policy Premium paid for the first policy year; 5% of the Policy
Premiums paid for policy years two through ten; and 2% of the Policy Premiums
paid for policy years thereafter. GIAC also pays commissions equal to 3.5% of
each unscheduled payment made during policy years one through ten. Commissions
for unscheduled payments are reduced to 2% in policy years thereafter. GIAC may
also pay commission overrides, expense allowances, bonuses, wholesaler fees and
training allowances in connection with the marketing and sale of Park Avenue
Life policies. In addition, agents who meet specified production levels may
qualify for non-cash compensation such as merchandise and expense-paid trips or
educational seminars.
GIAC has entered into an administrative services agreement with its parent,
Guardian Life. Under this agreement, GIAC is billed quarterly by Guardian Life
for the time spent by Guardian Life's employees on GIAC's business, and for
GIAC's use of Guardian Life's centralized services and sales force.
GIAC has also entered into an agreement with Value Line, Inc. pursuant to which
Value Line compensates GIAC for marketing the Value Line Centurion Fund and the
Value Line Strategic Asset Management Trust to GIAC's policyowners. GIAC has
also entered into agreements with MFS and American Century pursuant to which it
will be reimbursed for certain administrative costs and expenses incurred in
connection with the offer and sale of MFS and American Century funds to GIAC's
policyowners, such reimbursement to be determined on the basis of a percentage
of assets under managment.
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38
<PAGE>
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LIMITS TO GIAC'S RIGHT TO CHALLENGE A POLICY
Incontestability
Generally, GIAC may not challenge the validity of a policy that has been in
force during the insured's lifetime for two years from the Issue Date or date of
reinstatement if the Policy Premiums have been paid. If the death benefit is
changed from Option 1 to Option 2, GIAC may challenge any increase in the death
benefit that has been effective during the insured's lifetime for less than two
years from the effective date of the change.
Misstatement of Age or Sex
If the insured's age or sex was misstated in the application for a Park Avenue
Life policy, the death benefit under the policy will be that which would be
purchased by the most recent deduction for the cost of insurance under the
policy and any rider premium payment, using the correct age or sex.
GIAC may be restricted from varying a policy's benefits based on sex in certain
jurisdictions. GIAC offers a version of the policy that does not vary benefits
for men and women for use in such jurisdictions.
Suicide Exclusion
If the insured commits suicide, while sane or insane, within two years from the
Issue Date, GIAC's liability will be limited to the greater of the policy's Net
Cash Surrender Value on the date of death, or an amount equal to:
o the Policy Premiums paid, plus
o any unscheduled payments made, minus
o any Policy Debt; and minus
o any partial withdrawals made and the related charges deducted in
connection with such withdrawals.
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39
<PAGE>
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GIAC'S MANAGEMENT
The directors and officers of GIAC are named below together with information
about their principal occupations and affiliations during the past five years.
The business address of each director and officer is 201 Park Avenue South, New
York, New York 10003. The "Guardian Fund Complex" referred to in the
biographical information is comprised of (1) The Guardian Stock Fund, (2) The
Guardian Bond Fund, (3) The Guardian Cash Fund, (4) The Park Avenue Portfolio (a
series trust that issues its shares in ten series) and (5) GIAC Funds, Inc. (a
series fund that issues its shares in three series).
Name Title Business History
JOSEPH A. CARUSO Vice President and Vice President and
Secretary Corporate Secretary, The
Guardian Life Insurance
Company of America 3/96 -
present; Second Vice
President and Corporate
Secretary 1/95 - 2/96;
Corporate Secretary 10/92 -
12/94; Assistant Secretary
prior thereto. Vice
President and Secretary,
Guardian Investor Services
Corporation; Secretary,
Guardian Asset Management
Corporation, Guardian
Baillie Gifford Limited and
various mutual funds within
the Guardian Fund Complex.
PHILIP H. DUTTER Director Management Consultant
(self-employed). Director
of The Guardian Life
Insurance Company of
America 3/88 - present.
Director of Guardian
Investor Services
Corporation.
EARL C. HARRY Treasurer Treasurer, The Guardian
Life Insurance Company of
America 11/96 - present.
Assistant Treasurer prior
thereto. Treasurer of
Guardian Investor Services
Corporation and Guardian
Asset Management
Corporation.
ARTHUR V. FERRARA Director Retired. Former Chairman of
the Board and Chief
Executive Officer, The
Guardian Life Insurance
Company of America 1/93 -
12/95; Director 1/81 -
present. Director (Trustee)
of Guardian Investor
Services Corporation,
Gabelli Capital Asset Fund
and various mutual funds
within the Guardian Fund
Complex.
CHARLES G. FISHER Vice President and Actuary Second Vice President and
Actuary, The Guardian Life
Insurance Company of
America 12/86 - present
LEO R. FUTIA Director Retired. Former Chairman of
the Board and Chief
Executive Officer, The
Guardian Life Insurance
Company of America;
Director 5/70 - present.
Director (Trustee) of
Guardian Investor Services
Corporation and various
mutual funds within the
Guardian Fund Complex.
Director (Trustee) of
various mutual funds
sponsored by Value Line,
Inc.
THOMAS R. HICKEY, JR. Vice President, Operations Vice President, Equity
Operations, The Guardian
Life Insurance Company of
America 3/92 - present.
Senior Vice President,
Guardian Investor Services
Corporation. Vice President
of various mutual funds
within the Guardian Fund
Complex.
PETER L. HUTCHINGS Director Executive Vice President
and Chief Financial
Officer, The Guardian Life
Insurance Company of
America 5/87 - present.
Director of Guardian
Investor Services
Corporation and Guardian
Asset Management
Corporation.
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40
<PAGE>
Name Title Business History
RYAN W. JOHNSON Vice President, Equity Vice President, Equity
Sales Marketing & Sales, 3/98 -
present; Second Vice
President, Equity Sales,
The Guardian Life Insurance
Company of America 3/95 -
2/98; Regional Sales
Director for Equity
Products, Western Division,
prior thereto. Senior Vice
President of Guardian
Investor Services
Corporation.
FRANK J. JONES Executive Vice President, Executive Vice President
Chief Investment Officer and Chief Investment
and Director Officer, The Guardian Life
Insurance Company of
America 1/94 - present;
Senior Vice President and
Chief Investment Officer
prior thereto. Director,
Guardian Investor Services
Corporation, Guardian
Baillie Gifford Limited,
Director and President,
Guardian Asset Management
Corporation. Executive Vice
President, GIAC Funds, Inc.
Officer of various mutual
funds within the Guardian
Fund Complex.
EDWARD K. KANE Executive Vice President Executive Vice President,
and Director The Guardian Life Insurance
Company of America 1/97 -
present;Senior Vice
President and General
Counsel, The Guardian Life
Insurance Company of
America prior thereto;
Director 11/88 - present.
Director, Guardian Asset
Management Corporation.
EILEEN C. MCDONNELL Vice President, Group Vice President, Group
Pensions Pensions, The Guardian Life
Insurance Company of
America 9/97 - present;
Vice President, Group
Marketing, 9/95 - 9/97.
Vice President, Strategic
Marketing, The Equitable
Life Assurance Society of
the United States, 1/94 -
9/95; Vice President,
Northern Operations prior
thereto.
FRANK L. PEPE Vice President and Vice President and
Controller Controller, Equity
Products, The Guardian Life
Insurance Company of
America 1/96 - present;
Second Vice President and
Controller, Equity Products
prior thereto. Vice
President and Controller of
Guardian Investor Services
Corporation. Vice President
and Treasurer, GIAC Funds,
Inc. Officer of various
mutual funds within the
Guardian Fund Complex.
RICHARD T. POTTER, JR. Vice President and Counsel Vice President and Equity
Counsel, The Guardian Life
Insurance Company of
America 1/96 - present;
Second Vice President and
Equity Counsel 1/93 -
12/95. Vice President and
Counsel of Guardian
Investor Services
Corporation. Counsel of
Guardian Asset Management
Corporation and various
mutual funds within the
Guardian Fund Complex.
JOSEPH D. SARGENT President, Chief Executive President, Chief Executive
Officer and Director Officer and Director, The
Guardian Life Insurance
Company of America 1/96 -
present; President 1/93 -
12/95; Director
1/93-present. Chairman of
the Board of Guardian
Investor Services
Corporation and Guardian
Asset Management
Corporation and various
mutual funds within the
Guardian Fund Complex.
Director of Guardian
Baillie Gifford Limited.
JOHN M. SMITH Executive Vice President Executive Vice President,
and Director The Guardian Life Insurance
Company of America 1/95 -
present; Senior Vice
President, Equity Products
prior thereto. President
and Director, Guardian
Investor Services
Corporation. President,
GIAC Funds, Inc. Director,
Guardian Baillie Gifford
Limited. Director, Guardian
Asset Management
Corporation.
- --------------------------------------------------------------------------------
41
<PAGE>
Name Title Business History
THOMAS G. SORELL Vice President Vice President, The
Guardian Life Insurance
Company of America, 7/94 -
present; 12/93 - 7/94,
Director of Fixed Income,
White River Corporation;
4/93 - 12/93, Director of
Fixed Income, Fund American
Enterprises. Vice
President, Guardian Asset
Management Corporation.
Officer of various Mutual
Funds within the Guardian
Fund Complex
DONALD P. SULLIVAN, JR. Vice President Second Vice President, The
Guardian Life Insurance
Company of America
1/95-present; Assistant
Vice President prior
thereto. Vice President of
Guardian Investor Services
Corporation. Officer of
various Mutual Funds within
the Guardian Fund Complex.
WILLIAM C. WARREN Director Retired. Dean Emeritus,
Columbia Law School. Former
Chairman of the Board,
Sandoz, Inc.; Director of
The Guardian Life Insurance
Company of America since
1/57 and Director of
Guardian Investor Services
Corporation.
No officer or director of GIAC receives any compensation from the Account. No
separately allocable compensation has been paid by GIAC, or any of its
affiliates, to any person listed above for services rendered to the Separate
Account.
- --------------------------------------------------------------------------------
42
<PAGE>
- --------------------------------------------------------------------------------
OTHER INFORMATION
Rights Reserved by GIAC
GIAC reserves the right to make certain changes or take actions that it deems to
serve the best interests of its Park Avenue Life policyowners and their
beneficiaries, or which it deems appropriate to carry out the purposes of the
policy. GIAC will only exercise its reserved rights to the extent and in the
manner permitted by applicable laws. Also, when required by law, GIAC will
obtain approval of its changes or actions from appropriate regulatory
authorities and/or policyowners. Examples of the changes or actions that GIAC
may implement include:
o Operating the Separate Account in any form permitted under the 1940
Act, or in any other form permitted by law.
o Taking any action necessary to comply with or obtain and continue
any exemptions from the 1940 Act.
o Deregistering the Separate Account under the 1940 Act.
o Transferring assets in a Separate Account investment division to
another investment division, or to one or more separate accounts, or
to GIAC's general account.
o Adding, combining or removing investment divisions in the Separate
Account.
o Substituting, for the mutual fund shares held in any investment
division, the shares of another class issued by such mutual fund or
the shares of another investment company or any other investment
permitted by law.
o Adding to, eliminating or suspending the policyowner's ability to
allocate Net Premiums or transfer amounts to any Variable Investment
Option or the fixed-rate option.
o Changing the way GIAC deducts or collects charges under a policy,
but without increasing the charges unless and to the extent
permitted by other provisions of the policy.
o Modifying the policy as necessary to ensure that it continues to
qualify as life insurance under the Internal Revenue Code or to
preserve favorable tax treatment of the benefits provided by the
policy.
o Making any other technical changes in the policy required to conform
it with any action permitted to be taken by GIAC.
GIAC will notify policyowners who have allocated Policy Account Values to a
Variable Investment Option if any action taken by GIAC results in a material
change in that Investment Option's investments. An affected policyowner who
objects to the change may request a transfer from such Variable Investment
Option to any of the other options offered under the policy, including the
fixed-rate option, within 60 days of the postmark on the notice. GIAC will
effect the transfer as described under "Transfers," without charge.
Free Look
A policyowner may cancel a policy by returning it and a written cancellation
notice to GIAC's Executive Office or the agent from whom it was purchased
within: 10 days after receiving it; or 45 days from the date Part 1 of the
completed application for the policy was signed; or 10 days after GIAC mails to
the policyowner a Notice of Withdrawal Right, whichever is latest. Any mailed
notice given by the policyowner or GIAC shall be effective when it is
postmarked. GIAC will promptly refund all Policy Premiums and unscheduled
payments submitted before cancellation, but may delay refunding amounts paid by
check until the check has cleared. Longer Free Look periods may apply in certain
states for some or all Park Avenue Life policies issued there. Policies issued
in such states will state the applicable Free Look period. A policy that is
returned for cancellation under the Free Look provision will be void from the
beginning.
Policyowner and Beneficiary
The policyowner is named in the application for a Park Avenue Life policy, but
can be changed from time to time. While the insured is living and subject to any
assignment shown on GIAC's records, only the policyowner named on GIAC's records
has the right to receive benefits or exercise the rights granted by the policy,
including the right to change the policyowner. See "Assignment." When the
policyowner dies, his or her estate becomes the policyowner, unless a successor
owner is named. Since the policyowner's rights terminate when the insured dies,
no successor owner is permitted when the insured and the policyowner are the
same person.
Joint policyowners are permitted. With the exception of transfer requests, all
requests for policy transactions and policy changes must be signed by all of the
joint owners named on GIAC's records. When a joint policyowner dies, the
surviving joint owner(s) succeed equally to the deceased owner's interest,
unless otherwise provided. The estate of the last surviving joint owner becomes
the policyowner on such owner's death, unless otherwise provided. The
beneficiary is named in the application for a Park Avenue Life policy, but can
be changed from time to time before the insured's death. Contingent and
concurrent beneficiaries are permitted. A beneficiary has no rights under a
policy until the insured dies. An individual must survive the insured to qualify
as a beneficiary, as specified in the policy. If no beneficiary survives the
insured, the policyowner (or his or her estate) is the beneficiary.
Any request to change the policyowner or beneficiary must be made in written
form satisfactory to GIAC, and must be signed and dated by the policyowner(s)
then named on GIAC's records. The change will be effective as of the date the
change request was signed. However, the change will not apply to any payments
made or actions taken by GIAC under the policy on or before the date the change
request is received at GIAC's Executive Office.
- --------------------------------------------------------------------------------
43
<PAGE>
Assignment
A Park Avenue Life policy may be assigned. However, GIAC will not be bound by an
assignment unless and until the original or a copy of the assignment (which has
been signed and dated by the assignor and the assignee and, as applicable, the
beneficiary(ies)) is received at its Executive Office. Assignments are subject
to all payments made or actions taken by GIAC on or before the date it receives
the assignment. GIAC is not responsible for determining the validity of any
assignment.
Unless otherwise provided, the assignee may exercise all rights granted by the
policy except:
o the right to change the owner or beneficiary;
o the right to elect a payment option; or
o the right to allocate or transfer amounts among the Variable
Investment Options and the fixed-rate option.
Communications From GIAC
Shortly after each Policy Anniversary, GIAC will send the policyowner a
statement that shows the following information as of the most recent Policy
Anniversary: (1) the amount of death benefit provided by the then effective
death benefit option; (2) the allocation instructions for Net Premium payments;
(3) the Policy Account Value, Cash Surrender Value, Net Cash Surrender Value and
Benchmark Value; (4) the amount of the Policy Account Value attributable to each
of the options offered under the policy; (5) the amount of Policy Premiums and
unscheduled payments received, and charges deducted, since the last annual
statement; (6) transfers and partial withdrawals effected since the last annual
statement; (7) loans made and loan repayments received since the last annual
statement; (8) the outstanding Policy Debt; and (9) the interest rate in effect
for the fixed-rate option. Also, twice each year, policyowners will receive
reports containing financial statements for the Separate Account and the mutual
funds. Of these, the annual report will contain audited financial statements.
GIAC will send notices to confirm the receipt of Policy Premiums and unscheduled
payments, transfers and certain other policy transactions, or to request a
premium or loan repayment to prevent policy lapse.
Communications With GIAC
GIAC cannot act upon requests for policy transactions or changes, or credit
Policy Premiums and unscheduled payments, unless such items are received at the
Executive Office in a form that is acceptable to GIAC. All written
communications to GIAC must include the policy number, full name(s) of the
policyowner(s) and insured, and the policyowner's current address.
Also, policyowners can call 1-800-935-4128 during normal business hours, New
York City time, for information about policy values.
Special Provisions For Group or Sponsored Arrangements
Where permitted by state insurance laws, GIAC may permit policies to be
purchased under group or sponsored arrangements, as well as on an individual
basis. A "group arrangement" includes a program under which a trustee, employer
or similar entity purchases policies covering a group of individuals on a group
basis. Where required by law, all participants of group arrangements will be
individually underwritten. A "sponsored arrangement" includes a program under
which an employer permits group solicitation of its employees or an association
permits group solicitation of its members for the purchase of policies on an
individual basis.
The charges and deductions described elsewhere in this prospectus may be reduced
for policies issued in connection with group or sponsored arrangements. Such
arrangements may include the sale of policies without surrender charges and/or
with reduced or eliminated fees and charges to employees, officers, directors
and agents of Guardian Life and its subsidiaries and immediate family members of
the foregoing. GIAC will reduce the above charges and deductions in accordance
with its rules in effect as of the date an application for a policy is approved.
To qualify for such a reduction, a group or sponsored arrangement must satisfy
certain criteria as to, for example, size of the group, expected number of
participants and anticipated premium payments from the group. Generally, the
sales contacts and efforts, administrative costs and mortality cost per policy
vary based on such factors as the size of the group or sponsored arrangements,
the purposes for which policies are purchased and certain characteristics of its
members. The amount of reduction and the criteria for qualification will reflect
the reduced sales effort and administrative costs resulting from, and the
different mortality experience expected as a result of, sales to qualifying
groups and sponsored arrangements.
GIAC may modify from time to time, on a uniform basis, both the amounts of
reductions and the criteria for qualification. Reductions in these charges will
not be unfairly discriminatory against any person, including the affected
policyowners and all other policyowners funded by the Separate Account.
In addition, GIAC may permit groups and persons purchasing under a sponsored
arrangement to apply for simplified issue and multi-life underwriting.
Advertising Practices
Advertisements or sales materials for Park Avenue Life may refer to or reprint
all or portions of articles, or reports about variable life insurance generally
and Park Avenue Life specifically. In addition, information that appears in
financial, business or general interest publications may be referred to or
reprinted in Park Avenue Life's promotional materials. None of the contents of
these materials will be
- --------------------------------------------------------------------------------
44
<PAGE>
indicative of the future performance or results that may be obtained by
purchasers of the policy.
Advertisements and sales materials for Park Avenue Life may compare the
performance or independent ranking of one or more of the Variable Investment
Options or their corresponding mutual funds to: (1) other insurance company
separate accounts and the mutual funds offered through them; (2) other mutual
funds having similar investment objectives and policies; (3) relevant indices of
investment securities or of peer groups of funds; or (4) other investment
vehicles, including accounts or certificates that, unlike the policy, are
guaranteed by governmental entities. Such comparable information may be provided
by Lipper Analytical Services, Inc., Morningstar, Inc. and others.
Advertisements and sales materials about variable life insurance, Park Avenue
Life, the Separate Account or the funds may feature an individual fund or
describe asset levels and sales volumes achieved by GIAC, GISC or others within
the financial services industry. References to personnel of the investment
advisers who have portfolio management responsibilities for the mutual funds
offered through the Separate Account and their investment styles may be
included.
The advertising and sales literature for the policy and the Separate Account may
refer to historical, current and prospective economic trends within the United
States and overseas. In addition, topics of general investor interest, including
college or retirement planning, reasons for investing and historical examples of
the performance of various types of securities or markets may be included.
Legal Proceedings
GIAC is not involved in any legal proceedings which would materially affect its
financial position or the Separate Account.
Legal Matters
The legal validity of the policy described in this prospectus has been passed
upon by Richard T. Potter, Jr., Vice President and Counsel of GIAC.
Year 2000
Like other financial and business organizations around the world, GIAC could be
adversely affected if the computer systems it uses internally, the systems of
its service providers, and related computer systems do not properly process and
calculate date-related information and data beginning on January 1, 2000. Many
computer systems today cannot distinguish the year 2000 from the year 1900
because of the way dates were encoded and calculated in these systems. GIAC has
been actively working to deal with this problem, and expects that its systems
and others upon which it is reliant will be adapted before January 1, 2000.
However, there can be no assurance that these preparations will be successful.
Registration Statement
This prospectus omits certain information contained in the registration
statement filed with the SEC on behalf of the Separate Account and relating to
the variable life insurance policy described in this prospectus. Copies of such
additional information may be obtained from the SEC's main office in Washington,
DC upon payment of the prescribed fee.
Financial and Actuarial Experts
The financial statements of the Separate Account as of December 31, 1997, and
the statutory basis balance sheets of GIAC as of December 31, 1997 and December
31, 1996 and the related statutory basis statements of operations, of changes in
common stock and surplus and of cash flow for the three years in the period
ended December 31, 1997 that are included in this Prospectus have been so
included in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing. Price Waterhouse LLP is located at 1177 Avenue of the Americas, New
York, New York 10036.
GIAC's statutory basis financial statements contained in this prospectus should
be considered only as bearing upon GIAC's ability to meet its obligations under
the Park Avenue Life policies. They should not be considered as bearing upon the
investment experience of the Separate Account's investment divisions.
Actuarial matters in this prospectus have been examined by Charles G. Fisher,
FSA, Vice President and Actuary of GIAC. His opinion on actuarial matters is
filed as an exhibit to the registration statement filed with the SEC.
- --------------------------------------------------------------------------------
45
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997
<TABLE>
<CAPTION>
Value Line MFS
Guardian Baillie Strategic Growth
Guardian Guardian Guardian Small Gifford Value Line Asset With
Stock Bond Cash Cap International Centurion Management Income
Combined Fund Fund Fund Fund Fund Fund Trust Series
----------- ----------- -------- ---------- -------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FIFO Cost ........... -- $26,402,929 $292,933 $1,067,725 $226,480 $2,140,185 $3,202,333 $2,528,396 $45,506
=============================================================================================================
Assets
Shares owned
in underlying
fund --
Note 1 ............ -- 601,411 24,089 106,773 16,481 116,853 124,193 115,013 2,773
Net asset value per
share (NAV) ....... -- 46.05 12.11 10.00 13.63 18.27 25.52 22.13 16.44
Total Assets
(Shares x
NAV) .......... $37,174,179 $27,694,959 $291,712 $1,067,725 $224,630 $2,134,911 $3,169,407 $2,545,240 $45,595
----------- ----------- -------- ---------- -------- ---------- ---------- ---------- -------
Liabilities
Due to The
Guardian
Insurance
& Annuity
Company, Inc. ... 37,908 26,248 443 2,026 142 2,032 3,679 3,301 37
Net Assets --
Note 4 .............. $37,136,271 $27,668,711 $291,269 $1,065,699 $224,488 $2,132,879 $3,165,728 $2,541,939 $45,558
=========== =========== ======== ========== ======== ========== ========== ========== =======
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
46
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
STATEMENT OF OPERATIONS
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Value Line MFS
Guardian Baillie Strategic Growth
Guardian Guardian Guardian Small Gifford Value Line Asset With
Stock Bond Cash Cap International Centurion Management Income
Combined Fund Fund Fund Stock Fund Fund Fund Trust Series
---------- ---------- ------- ------- ------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Income:
Reinvested
dividends ......... $ 379,555 $ 233,164 $15,037 $55,100 $ 392 $ 29,937 $ 7,144 $ 38,600 $ 181
Expenses-- Note 3:
Mortality and
expense risk
charges ............ 145,648 106,601 1,151 6,805 143 7,635 13,468 9,808 37
========== ========== ======= ======= ======= ======== ======== ======== =======
Net investment
income/(expense) ..... 233,907 126,563 13,886 48,295 249 22,302 (6,324) 28,792 144
---------- ---------- ------- ------- ------- -------- -------- -------- -------
Realized and
Unrealized Gain/
(Loss) from
Investments
Realized gain/(loss)
from investments:
Net realized gain/
(loss) from sale
on Investments ... 209,570 188,993 1,246 -- (180) 16,896 1,747 820 48
Reinvested
realized gain
distributions .... 3,407,206 2,780,841 -- -- 2,505 80,240 365,912 176,860 848
---------- ---------- ------- ------- ------- -------- -------- -------- -------
Net realized gain/
(loss) on
investments ...... 3,616,776 2,969,834 1,246 -- 2,325 97,136 367,659 177,680 896
---------- ---------- ------- ------- ------- -------- -------- -------- -------
Unrealized
appreciation/
(depreciation) of
investments:
End of year ....... 1,267,692 1,292,030 (1,221) -- (1,850) (5,274) (32,926) 16,844 89
Beginning of year 72,274 43,886 (1,258) -- -- 16,141 5,035 8,470 --
---------- ---------- ------- ------- ------- -------- -------- -------- -------
Change in
unrealized
appreciation/
(depreciation) ... 1,195,418 1,248,144 37 -- (1,850) (21,415) (37,961) 8,374 89
---------- ---------- ------- ------- ------- -------- -------- -------- -------
Net realized and
unrealized gain/
(loss) from
investments ...... 4,812,194 4,217,978 1,283 -- 475 75,721 329,698 186,054 985
---------- ---------- ------- ------- ------- -------- -------- -------- -------
Net Increase/
(Decrease) in
Net Assets
Resulting from
Operations ...... $5,046,101 $4,344,541 $15,169 $48,295 $ 724 $ 98,023 $323,374 $214,846 $1,129
========== ========== ======= ======= ======= ======== ======== ======== =======
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
47
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
STATEMENT OF OPERATIONS
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Income:
Reinvested
dividends .......... $ 97,550 $ 61,416 $ 5,177 $ 17,671 $ 7,056 $ 1,632 $ 4,598
Expenses -- Note 3:
Mortality and
expense risk charges 24,205 16,602 292 2,220 1,392 2,207 1,492
--------- --------- --------- --------- --------- --------- ---------
Net investment
income/(expense) .... 73,345 44,814 4,885 15,451 5,664 (575) 3,106
--------- --------- --------- --------- --------- --------- ---------
Realized and
Unrealized Gain/(Loss)
from Investments
Realized gain/(loss)
from investments:
Net realized gain/
(loss) from sale
of investments ..... 29,600 24,573 (468) -- 2,887 785 1,823
Reinvested
realized gain
distributions ...... 647,845 587,072 -- -- 5,202 42,026 13,545
--------- --------- --------- --------- --------- --------- ---------
Net realized gain/
(loss) on
investments ........ 677,445 611,645 (468) -- 8,089 42,811 15,368
--------- --------- --------- --------- --------- --------- ---------
Unrealized
appreciation/
(depreciation) of
investments:
End of year ......... 72,274 43,886 (1,258) -- 16,141 5,035 8,470
Beginning of year ... (3,804) (3,365) (116) -- (511) 120 68
--------- --------- --------- --------- --------- --------- ---------
Change in
unrealized
appreciation/
(depreciation) ..... 76,078 47,251 (1,142) -- 16,652 4,915 8,402
--------- --------- --------- --------- --------- --------- ---------
Net realized and
unrealized gain/
(loss) from
investments ........ 753,523 658,896 (1,610) -- 24,741 47,726 23,770
--------- --------- --------- --------- --------- --------- ---------
Net Increase/
(Decrease) in
Net Assets
Resulting from
Operations .......... $ 826,868 $ 703,710 $ 3,275 $ 15,451 $ 30,405 $ 47,151 $ 26,876
========= ========= ========= ========= ========= ========= =========
</TABLE>
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Income:
Reinvested dividends . $ 1,040 $ 723 $ 131 $ 9 $ 177 $ -- $ --
Expenses-- Note 3:
Mortality and expense
risk charges ........ 55 45 -- 1 4 4 1
------- ------- ------- ------- ------- ------- -------
Net investment income/
(expense) ............ 985 678 131 8 173 (4) (1)
------- ------- ------- ------- ------- ------- -------
Realized and Unrealized
Gain/(Loss) from
Investments
Realized gain/(loss)
from investments:
Net realized gain/
(loss) from sale of
investments .......... 187 63 -- -- 145 (22) 1
Reinvested realized
gain distributions ... 4,295 3,835 -- -- 460 -- --
------- ------- ------- ------- ------- ------- -------
Net realized gain/(loss)
on investments ........ 4,482 3,898 -- -- 605 (22) 1
------- ------- ------- ------- ------- ------- -------
Unrealized appreciation/
(depreciation) of
investments:
End of year ........... (3,804) (3,365) (116) -- (511) 120 68
Beginning of year ..... -- -- -- -- -- -- --
------- ------- ------- ------- ------- ------- -------
Change in unrealized
appreciation/
(depreciation) ....... (3,804) (3,365) (116) -- (511) 120 68
------- ------- ------- ------- ------- ------- -------
Net realized and
unrealized gain/(loss)
from investments ...... 678 533 (116) -- 94 98 69
------- ------- ------- ------- ------- ------- -------
Net Increase/(Decrease)
in Net Assets Resulting
from Operations ....... $ 1,663 $ 1,211 $ 15 $ 8 $ 267 $ 94 $ 68
======= ======= ======= ======= ======= ======= =======
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
48
<PAGE>
THE GUARDIAN SEPARATE ACCOUNT K
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Guardian Baillie
Guardian Guardian Guardian Small Gifford Value Line
Stock Bond Cash Cap International Centurion
Combined Fund Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1997 Increase/
(Decrease) from
Operations
Net investment
income/(expense) .. $ 233,907 $ 126,563 $ 13,886 $ 48,295 $ 249 $ 22,302 $ (6,324)
Net realized gain/
(loss) from sale of
investments ....... 209,570 188,993 1,246 -- (180) 16,896 1,747
Reinvested
realized gain
distributions ..... 3,407,206 2,780,841 -- -- 2,505 80,240 365,912
Change in unrealized
appreciation/
(depreciation)
of investments .... 1,195,418 1,248,144 37 -- (1,850) (21,415) (37,961)
----------- ----------- -------- ----------- -------- ---------- ----------
Net increase/
(decrease)
resulting from
operations ........ 5,046,101 4,344,541 15,169 48,295 724 98,023 323,374
----------- ----------- -------- ----------- -------- ---------- ----------
1997 Policy
Transactions
Transfer of net
premium ........... 28,120,504 20,435,949 250,538 1,321,513 181,827 1,709,516 2,260,587
Transfer on account
of other
terminations ...... (525,113) (360,442) (4,764) (913) -- (50,999) (77,153)
Transfer of policy
loans ............. (382,367) (314,110) (1,088) (2,972) (1,749) (33,074) (21,380)
Transfer of cost of
insurance --
Note 3 ............ (5,312,030) (3,969,160) (45,653) (146,214) (7,725) (323,577) (465,919)
Transfer between/
within separate
accounts .......... (3,868) 548,761 (39,492) (1,161,841) 52,378 150,600 232,172
Transfers --
other ............. 82,679 47,663 313 (774) (967) 7,546 20,373
----------- ----------- -------- ----------- -------- ---------- ----------
Net increase/
(decrease) from
contract
transactions ...... 21,979,805 16,388,661 159,854 8,799 223,764 1,460,012 1,948,680
----------- ----------- -------- ----------- -------- ---------- ----------
Total Increase/
(Decrease) in
Net Assets ......... 27,025,906 20,733,202 175,023 57,094 224,488 1,558,035 2,272,054
Net Assets at
December 31,
1996 .............. 10,110,365 6,935,509 116,246 1,008,605 -- 574,844 893,674
----------- ----------- -------- ----------- -------- ---------- ----------
Net Assets at
December 31,
1997 --
Note 4 ............ $37,136,271 $27,668,711 $291,269 $ 1,065,699 $224,488 $2,132,879 $3,165,728
=========== =========== ======== =========== ======== ========== ==========
</TABLE>
Value Line MFS
Strategic Growth
Asset With
Management Income
Trust Series
--------- ------
1997 Increase/
(Decrease) from
Operations
Net investment
income/(expense) .. $ 28,792 $ 144
Net realized gain/
(loss) from sale of
investments ....... 820 48
Reinvested
realized gain
distributions ..... 176,860 848
Change in unrealized
appreciation/
(depreciation)
of investments .... 8,374 89
---------- -------
Net increase/
(decrease)
resulting from
operations ........ 214,846 1,129
---------- -------
1997 Policy
Transactions
Transfer of net
premium ........... 1,919,213 41,361
Transfer on account
of other
terminations ...... (30,842) --
Transfer of policy
loans ............. (7,994) --
Transfer of cost of
insurance --
Note 3 ............ (352,898) (884)
Transfer between/
within separate
accounts .......... 209,541 4,013
Transfers --
other ............. 8,586 (61)
---------- -------
Net increase/
(decrease) from
contract
transactions ...... 1,745,606 44,429
---------- -------
Total Increase/
(Decrease) in
Net Assets ......... 1,960,452 45,558
Net Assets at
December 31,
1996 .............. 581,487 --
---------- -------
Net Assets at
December 31,
1997 --
Note 4 ............ $2,541,939 $45,558
========== =======
See notes to financial statements.
- --------------------------------------------------------------------------------
49
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Value Line MFS
Guardian Baillie Strategic Growth
Guardian Guardian Guardian Small Gifford Value Line Asset With
Stock Bond Cash Cap International Centurion Management Income
Combined Fund Fund Fund Stock Fund Fund Fund Trust Series
-------- -------- -------- -------- --------- ------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996 Increase/
(Decrease) from
Operations
Net investment
income/(expense) .. $ 73,345 $ 44,814 $ 4,885 $ 15,451 -- $ 5,664 $ (575) $ 3,106 --
Net realized gain/
(loss) from sale of
investments ....... 29,600 24,573 (468) -- -- 2,887 785 1,823 --
Reinvested
realized gain
distributions ..... 647,845 587,072 -- -- -- 5,202 42,026 13,545 --
Change in unrealized
appreciation/
(depreciation) of
investments ....... 76,078 47,251 (1,142) -- -- 16,652 4,915 8,402 --
----------- ----------- -------- ---------- -- --------- --------- --------- --
Net increase/
(decrease)
resulting
from
operations ....... 826,868 703,710 3,275 15,451 -- 30,405 47,151 26,876 --
----------- ----------- -------- ---------- -- --------- --------- --------- --
1996 Policy
Transactions
Transfer of net
premium ........... 10,590,800 7,073,350 125,075 1,186,092 -- 626,366 942,911 637,006 --
Transfer on account
of other
terminations ...... (15,361) (12,165) (219) (112) -- (542) (1,483) (840) --
Transfer of cost of
insurance --
Note 3 ............ (1,532,174) (1,083,025) (18,048) (56,279) -- (102,199) (161,278) (111,345) --
Transfer between/
within separate
accounts .......... (557) 64,322 42 (138,841) -- 8,335 47,081 18,504 --
Transfers --
other ............. 1,692 (244) 275 423 -- 474 704 60 --
----------- ----------- -------- ---------- -- --------- --------- --------- --
Net increase/
(decrease) from
contract
transactions ...... 9,044,400 6,042,238 107,125 991,283 -- 532,434 827,935 543,385 --
----------- ----------- -------- ---------- -- --------- --------- --------- --
Total Increase/
(Decrease) in
Net Assets ......... 9,871,268 6,745,948 110,400 1,006,734 -- 562,839 875,086 570,261 --
Net Assets at
December 31,
1995 .............. 239,097 189,561 5,846 1,871 -- 12,005 18,588 11,226 --
----------- ----------- -------- ---------- -- --------- --------- --------- --
Net Assets at
December 31,
1996 .............. $10,110,365 $ 6,935,509 $116,246 $1,008,605 -- $ 574,844 $ 893,674 $ 581,487 --
=========== =========== ======== ========== == ========= ========= ========= ==
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
50
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Value Line
Baillie Strategic
Guardian Guardian Guardian Gifford Value Line Asset
Stock Bond Cash International Centurion Management
Combined Fund Fund Fund Fund Fund Trust
-------- -------- -------- -------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1995 Increase/(Decrease) from Operations
Net investment income/(expense) ....... $ 985 $ 678 $ 131 $ 8 $ 173 $ (4) $ (1)
Net realized gain/(loss) from sale of
investments .......................... 187 63 -- -- 145 (22) 1
Reinvested realized gain distribution . 4,295 3,835 -- -- 460 -- --
Change in unrealized appreciation/
(depreciation) of investments ........ (3,804) (3,365) (116) -- (511) 120 68
--------- --------- --------- --------- --------- --------- ---------
Net increase/(decrease) resulting from
operations ........................... 1,663 1,211 15 8 267 94 68
--------- --------- --------- --------- --------- --------- ---------
1995 Policy Transactions
Transfer of net premium ............... 246,245 195,239 5,907 1,969 12,268 19,256 11,606
Transfers of cost of insurance ........ (8,860) (6,896) (84) (106) (503) (806) (465)
Transfers -- other .................... 49 7 8 -- (27) 44 17
--------- --------- --------- --------- --------- --------- ---------
Net increase/(decrease) from contract
transactions ......................... 237,434 188,350 5,831 1,863 11,738 18,494 11,158
--------- --------- --------- --------- --------- --------- ---------
Total Increase/(Decrease) in
Net Assets ............................ 239,097 189,561 5,846 1,871 12,005 18,588 11,226
Net Assets at December 31, 1994 ....... -- -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net Assets at December 31, 1995 ....... $ 239,097 $ 189,561 $ 5,846 $ 1,871 $ 12,005 $ 18,588 $ 11,226
========= ========= ========= ========= ========= ========= =========
</TABLE>
See notes to financial statements.
- --------------------------------------------------------------------------------
51
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 1 -- Organization
The Guardian Separate Account K (the Account), a unit investment trust
registered under the Investment Company Act of 1940, as amended, was established
by The Guardian Insurance & Annuity Company, Inc. (GIAC) on September 1, 1995
and commenced operations on October 1, 1995. GIAC is a wholly owned subsidiary
of The Guardian Life Insurance Company of America (Guardian Life). GIAC issues
the annual premium variable life insurance policies offered through the Account.
GIAC provides for variable accumulations and benefits under the policies by
crediting the net premium payments to one or more investment divisions
established within the Account, or to the Fixed Rate Option (FRO), as selected
by the policyowner. Amounts allocated to the FRO are maintained by GIAC in its
general account. On May 1 and June 1, 1997, GIAC created two new investment
divisions within the Account, the MFS Growth With Income Series and The Guardian
Small Cap Stock Fund. The policyowner also has the ability to transfer his or
her policy value among the investment divisions within the Account. The Account
currently comprises eight investment divisions which invest in shares of the
following mutual funds: The Guardian Stock Fund, Inc. (GSF), The Guardian Bond
Fund, Inc. (GBF), The Guardian Cash Fund, Inc. (GCF), The Guardian Small Cap
Stock Fund (GSCF), Baillie Gifford International Fund (BGIF), Value Line
Centurion Fund, Inc., Value Line Strategic Asset Management Trust and MFS Growth
With Income Series (collectively, the Funds and individually, a Fund). However,
a policyowner may only invest in up to seven investment divisions, including the
FRO.
GSF, GBF, GCF and GSCF each has an investment advisory agreement with
Guardian Investor Services Corporation, a wholly owned subsidiary of GIAC. BGIF
is managed by Guardian Baillie Gifford Ltd., a joint venture company formed by
GIAC and Baillie Gifford Overseas Ltd.
Under applicable insurance law, the assets and liabilities of the Account
are clearly identified and distinguished from the other assets and liabilities
of GIAC. The assets of the Account will not be charged with any liabilities
arising out of any other business conducted by GIAC, but the obligations of the
Account, including the promise to make benefit payments, are obligations of
GIAC.
The changes in net assets maintained in the Account provide the basis for
the periodic determination of benefits under the policies. The net assets may
not be less than the amount required under state insurance laws to provide for
death benefits (without regard to the minimum death benefit guarantee) and other
policy benefits. Additional assets are held in GIAC's general account to cover
the contingency that the guaranteed minimum death benefit might exceed the death
benefit which would have been payable in the absence of such guarantee.
Note 2 -- Significant Accounting Policies
The following is a summary of significant accounting policies of the
Account.
Investments
(a) Net proceeds from the sale of annual premium variable life insurance
policies are invested by the Account's investment divisions in shares of the
corresponding Funds at the net asset value of each Fund's shares. All
distributions made by a Fund are reinvested in shares of the same Fund.
(b) The market value of the investments in the Funds is based on the net
asset value of the respective Funds as of their close of business on the
valuation date.
(c) Investment transactions are accounted for on the trade date and income
is recorded on the ex-dividend date.
(d) The cost of investments sold is determined on a first in, first out
(FIFO) basis.
Federal Income Taxes
The operations of the Account are part of the operations of GIAC and, as
such, are included in the combined tax return of GIAC. GIAC is taxed as a life
insurance company under the Internal Revenue Code of 1986, as amended.
Under current tax law, no federal taxes are payable by GIAC with respect
to the operations of the Account.
- --------------------------------------------------------------------------------
52
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1997
Purchases and Sales
During the years ended December 31, 1997 and December 31, 1996, purchases
and sales of shares of the Funds were as follows:
<TABLE>
<CAPTION>
The Guardian Separate Account K Purchases Purchases Sales Sales
December 31, December 31, December 31, December 31,
1997 1996 1997 1996
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
The Guardian Stock Fund, Inc. .... $20,297,230 $ 7,453,097 $ 991,563 $ 762,371
The Guardian Bond Fund, Inc. ..... 276,923 142,104 103,032 29,801
The Guardian Cash Fund, Inc. ..... 1,411,205 1,797,215 1,354,306 788,260
The Guardian Small Cap
Stock Fund ...................... 231,203 -- 4,543 --
Baillie Gifford International
Fund, Inc. ...................... 1,726,612 602,423 163,423 57,730
Value Line Centurion Fund, Inc. .. 2,610,334 971,334 300,598 99,743
Value Line Strategic Asset
Management Trust ............... 2,133,657 660,006 180,590 98,478
MFS Growth With Income Series .... 47,870 -- 2,412 --
----------- ----------- ---------- ----------
Total ......................... $28,735,034 $11,626,179 $3,100,467 $1,836,383
=========== =========== ========== ==========
</TABLE>
Note 3 -- Administrative and Mortality and Expense Risk Charges
GIAC assumes mortality and expense risk related to the operations of the
Account. To cover these risks, GIAC deducts a daily charge from the net assets
of the Account which, on an annual basis, is equal to a rate of .60% of the
policy account value.
In addition, GIAC makes a monthly charge for the cost of life insurance,
based on the face value of the policyowner's insurance inforce, as compensation
for the anticipated cost of paying death benefits.
Under the terms of the policy, GIAC deducts charges from the gross
premiums before transferring the net premiums (gross premiums less other
contractual charges) to the Account. These other contractual charges consist of:
a) policy and administrative fees which vary with the face amount, age of
the insured or the duration of the contract;
b) an annual state premium tax charge as a percentage of the basic
premium. This rate varies by state of jurisdiction.
Currently, GIAC makes no charge against the Account for GIAC's federal
income taxes. However, GIAC reserves the right to charge taxes attributable to
the Account in the future.
Under current laws, GIAC may incur state and local taxes in several
states. At present, these taxes are not significant. In the event of a material
change in applicable state or local tax laws, GIAC reserves the right to charge
the Account for such taxes, if any, which are attributable to the Account.
Note 4 -- Net Assets, December 31, 1997
At December 31, 1997, net assets of the Account were as follows:
Accumulation of Annual Premium
Variable Life Insurance $32,482,048
Policyowners' Accounts 4,654,223
-----------
Owned by GIAC $37,136,271
===========
The amount retained by GIAC in the Account is comprised of GIAC's initial
contribution to the Account together with amounts accruing to GIAC from the
operations of the Account and retained therein. Amounts retained by GIAC in the
Account may be transferred by GIAC to its general account.
In some instances the calculation of total assets may not agree due to
rounding.
- --------------------------------------------------------------------------------
53
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN SEPARATE ACCOUNT K
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
The Guardian Insurance & Annuity Company, Inc.
and the Policyowners of The Guardian Separate Account K, "Park Avenue Life"
In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the investment divisions
relating to The Guardian Stock Fund, Inc., The Guardian Bond Fund, Inc., The
Guardian Cash Fund, Inc., The Guardian Small Cap Stock Fund, Baillie Gifford
International Fund, Value Line Centurion Fund, Inc., Value Line Strategic Asset
Management Trust and MFS Growth With Income Series (constituting The Guardian
Separate Account K, "Park Avenue Life") at December 31, 1997, and the results of
each of their operations and changes in each of their net assets for the periods
indicated, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the management of The Guardian
Insurance & Annuity Company, Inc.; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 1997 by correspondence with the
transfer agents of the underlying funds, provides a reasonable basis for the
opinion expressed above.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
February 13, 1998
- --------------------------------------------------------------------------------
54
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS BALANCE SHEETS
<TABLE>
<CAPTION>
As of December 31,
------------------------------
1997 1996
---- ----
<S> <C> <C>
ADMITTED ASSETS
Investments:
Fixed maturities, principally at amortized
cost (market: 1997 - $492,052,307; 1996 -
$491,271,164) .................................. $ 484,747,832 $ 490,445,948
Affiliated mutual funds, at market ............... 30,551,186 2,755,672
Investment in subsidiary ......................... 12,073,143 7,746,643
Policy loans - variable life insurance ........... 72,737,781 68,143,068
Cash and short-term investments .................. 23,602,410 17,825,039
Investment in joint venture ...................... 345,492 285,874
Accrued investment income receivable .............. 13,303,271 10,553,405
Due from parent and affiliates .................... 7,573,304 6,507,913
Other assets ...................................... 12,557,432 12,173,268
Receivable from separate accounts ................. 30,203,923 11,606,587
Variable annuity and EISP/CIP separate account
assets ........................................... 6,810,882,719 5,248,159,777
Variable life separate account assets ............. 414,699,239 342,921,803
-------------- --------------
TOTAL ADMITTED ASSETS .......................... $7,913,277,732 $6,219,124,997
============== ==============
LIABILITIES
Policy liabilities and accruals:
Fixed deferred reserves .......................... $ 339,797,646 $ 329,681,355
Fixed immediate reserves ......................... 7,397,461 5,874,894
Life reserves .................................... 67,799,492 65,462,693
Minimum death benefit guarantees ................. 1,117,645 1,257,777
Policy loan collateral fund reserve .............. 70,734,812 65,762,820
Accrued expenses, taxes, & commissions ........... 1,592,997 2,712,360
Due to parent and affiliates ..................... 20,408,087 15,304,638
Federal income taxes payable ..................... 10,939,640 4,743,447
Other liabilities ................................ 20,540,325 30,079,434
Asset valuation reserve .......................... 26,305,528 15,121,269
Variable annuity and EISP/CIP separate account
liabilities ..................................... 6,750,575,077 5,193,574,218
Variable life separate account liabilities ....... 413,364,790 335,769,184
-------------- --------------
TOTAL LIABILITIES .............................. $7,730,573,500 $6,065,344,089
COMMON STOCK AND SURPLUS
Common Stock, $100 par value, 20,000
shares authorized, issued and outstanding ...... 2,000,000 2,000,000
Additional paid-in surplus ....................... 137,398,292 137,398,292
Assigned and unassigned surplus .................. 43,305,940 14,382,616
-------------- --------------
Total Common Stock and Surplus ................. 182,704,232 153,780,908
-------------- --------------
TOTAL LIABILITIES, COMMON STOCK AND SURPLUS .... $7,913,277,732 $6,219,124,997
============== ==============
</TABLE>
See notes to statutory basis financial statements.
- --------------------------------------------------------------------------------
55
<PAGE>
- --------------------------------------------------------------------------------
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Revenues:
Premiums and annuity considerations:
Variable annuity considerations ................... $ 995,209,301 $731,792,764 $537,841,762
Life insurance premiums and fixed
annuity considerations ............................... 68,222,360 44,874,269 73,938,212
Net investment income ............................... 47,993,754 42,366,902 36,293,598
Amortization of IMR ................................. 111,783 333,219 257,380
Net gain from operations of separate accounts ....... 5,780,327 8,860,462 --
Service fees ........................................ 76,350,291 58,774,486 46,560,286
Variable life -- cost of insurance .................. 11,205,120 4,844,028 4,232,564
Reserve adjustments on reinsurance ceded ............ 7,885,341 30,636,445 (32,192,749)
Commission and expense allowances ................... 16,268,128 14,508,840 10,057,974
Other income ........................................ 5,178,266 2,535,356 1,127,526
-------------- ------------ ------------
1,234,204,671 939,526,771 678,116,553
-------------- ------------ ------------
Benefits and expenses:
Benefits:
Death benefits .................................... 5,340,675 6,785,456 4,774,584
Annuity benefits .................................. 687,719,014 426,072,773 276,568,762
Surrender benefits ................................ 17,620,583 17,459,706 17,660,413
Increase in reserves .............................. 18,291,585 82,891,516 65,349,399
Net transfers to (from) separate accounts:
Variable annuity and EISP/CIP ..................... 359,468,681 323,093,897 252,772,988
Variable Life ..................................... (630,102) (10,417,095) (17,796,371)
Commissions ......................................... 43,352,989 39,233,431 34,364,742
General insurance expenses .......................... 59,476,685 42,523,892 25,888,456
Taxes, licenses and fees ............................ 3,743,414 3,723,858 2,477,492
Reinsurance terminations ............................ 182,535 (15,470,015) 11,002,701
-------------- ------------ ------------
1,194,566,059 915,897,419 673,063,166
-------------- ------------ ------------
Income before income taxes and realized
gains from investments ............................ 39,638,612 23,629,352 5,053,387
Federal income taxes ................................ 12,073,500 3,941,460 439,667
-------------- ------------ ------------
Income from operations, net of federal
income taxes, and before net realized
gains ............................................. 27,565,112 19,687,892 4,613,720
Realized gains from investments, net of federal
income taxes, net of transfer to IMR .............. 472,127 7,540 342,455
-------------- ------------ ------------
Net income .......................................... $ 28,037,239 $ 19,695,432 $ 4,956,175
============== ============ ============
</TABLE>
See notes to statutory basis financial statements.
- --------------------------------------------------------------------------------
56
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS STATEMENTS OF CHANGES IN COMMON STOCK AND SURPLUS
<TABLE>
<CAPTION>
Assigned and
Additional Unassigned Total
Common Paid-in Surplus Common Stock
Stock Surplus (Deficit) and Surplus
----- ------- --------- -----------
<S> <C> <C> <C> <C>
Balances at December 31, 1994 ................... $2,000,000 $137,398,292 $(1,817,759) $137,580,533
---------- ------------ ----------- ------------
Net income from operations ...................... 4,956,175 4,956,175
Increase in unrealized appreciation of Company's
investment in separate accounts, net of
applicable taxes ............................. 3,024,930 3,024,930
Decrease in unrealized appreciation of Company's
investment in joint venture .................. (6,803) (6,803)
Increase in unrealized appreciation of Company's
investment in subsidiary ..................... 298,534 298,534
Increase in non-admitted assets ................. (7,078) (7,078)
Disallowed interest maintenance reserve ......... 143,080 143,080
Net increase in asset valuation reserve ......... (4,111,444) (4,111,444)
---------- ------------ ----------- ------------
Balances at December 31, 1995 ................... 2,000,000 137,398,292 2,479,635 141,877,927
---------- ------------ ----------- ------------
Net income from operations ...................... 19,695,433 19,695,433
Tax on prior years separate account seed
investment unrealized gains .................. (104,732) (104,732)
Increase in unrealized appreciation of Company's
investment in joint venture .................. 241,456 241,456
Increase in unrealized appreciation of Company's
investment in subsidiary ..................... 142,201 142,201
Decrease in unrealized appreciation of Company's
investment in other assets ................... (9,384) (9,384)
Increase in non-admitted assets ................. (80,815) (80,815)
Disallowed interest maintenance reserve ......... (128,107) (128,107)
Surplus changes resulting from reinsurance ...... (2,073,155) (2,073,155)
Net increase in asset valuation reserve ......... (5,779,916) (5,779,916)
---------- ------------ ----------- ------------
Balances at December 31, 1996 ................... 2,000,000 137,398,292 14,382,616 153,780,908
========== ============ =========== ============
Net income from operations ...................... 28,037,239 28,037,239
Increase in unrealized appreciation of Company's
investment in joint venture .................. 42,908 42,908
Increase in unrealized appreciation of Company's
investment in subsidiary ..................... 4,326,500 4,326,500
Increase in unrealized appreciation of Company's
investment in other assets ................... 9,384 9,384
Increase in unrealized appreciation of Company's
investment in an affiliated mutual fund ...... 7,271,233 7,271,233
Decrease in non-admitted assets ................. 83,011 83,011
Disallowed interest maintenance reserve ......... (197,600) (197,600)
Surplus changes resulting from reinsurance ...... 534,908 534,908
Net increase in asset valuation reserve ......... (11,184,259) (11,184,259)
---------- ------------ ----------- ------------
Balances at December 31, 1997 ................... $2,000,000 $137,398,292 $43,305,940 $182,704,232
========== ============ =========== ============
</TABLE>
See notes to statutory basis financial statements.
- --------------------------------------------------------------------------------
57
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATUTORY BASIS STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from insurance activities:
Premiums, annuity considerations and
deposit funds ...................................... $1,065,244,583 $780,710,735 $611,169,979
Investment income ................................... 46,412,248 42,413,736 36,912,131
Commissions and expense allowances on
reinsurance ceded ................................. 22,679,622 37,315,301 (22,118,484)
Other income ........................................ 67,084,996 47,357,962 44,220,753
Death benefits ...................................... (5,492,854) (6,900,438) (4,420,866)
Surrender benefits .................................. (17,780,564) (2,774,865) (17,660,413)
Annuity benefits .................................... (689,207,046) (424,511,908) (276,163,436)
Commissions, other expenses
and taxes (excluding FIT) .......................... (101,213,566) (78,968,214) (57,714,112)
Net transfers to separate accounts .................. (356,017,200) (307,856,562) (231,230,812)
Federal income taxes (excluding tax on
capital gains) ..................................... (5,094,779) 682,025 (1,557,444)
Increase in policy loans ............................ (4,594,714) (4,300,868) (4,522,280)
Other operating expenses and sources ................ (140,580) 2,077,342 (8,945,084)
-------------- ------------- -------------
Net cash provided by insurance activities .............. 21,880,146 85,244,246 67,969,932
-------------- ------------- -------------
Cash flows from investing activities:
Proceeds from dispositions of
investment securities ............................. 315,404,430 224,692,954 63,122,215
Purchases of investment securities .................. (331,151,548) (309,590,319) (118,543,796)
Federal income tax on capital gains ................. (355,657) (505,496) 992,810
-------------- ------------- -------------
Net cash used in investing activities .................. (16,102,775) (85,402,861) (54,428,771)
-------------- ------------- -------------
Net increase (decrease) in cash ................... 5,777,371 (158,615) 13,541,161
Cash and short-term investments,
beginning of year ................................ 17,825,039 17,983,654 4,442,493
-------------- ------------- -------------
Cash and short-term investments,
end of year ...................................... $ 23,602,410 $ 17,825,039 $ 17,983,654
============== ============= =============
</TABLE>
See notes to statutory basis financial statements.
- --------------------------------------------------------------------------------
58
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
Note 1 -- Organization
The Guardian Insurance & Annuity Company, Inc. (GIAC or the Company) is a
wholly-owned subsidiary of The Guardian Life Insurance Company of America (The
Guardian). The Company, domiciled in the state of Delaware, is licensed to
conduct life and health insurance business in all fifty states and the District
of Columbia. The Company's primary business is the sale of variable deferred
annuity contracts and variable and term life insurance policies. For variable
products other than 401(k) products, contracts are sold by insurance agents who
are licensed by GIAC and are either Registered Representatives of Guardian
Investor Services Corporation (GISC) or of other broker dealer firms that have
entered into sales agreements with GIAC and GISC. The Company's general agency
distribution system is used for the sale of other products and policies.
GISC, a wholly owned subsidiary of the Company, is a registered broker
dealer under the Securities Exchange Act of 1934 and is a registered investment
advisor under the Investment Adviser's Act of 1940. GISC is the distributor and
underwriter for GIAC's variable products, and the investment advisor to certain
mutual funds sponsored by GIAC, which are investment options for the variable
products.
Insurance Separate Accounts: The Company has established fourteen
insurance separate accounts primarily to support the variable annuity and life
insurance products it offers. The majority of the separate accounts are unit
investment trusts registered under the Investment Company Act of 1940. Proceeds
from the sale of variable products are invested through these separate accounts
in certain mutual funds specified by the contractholders. Of these separate
accounts the Company maintains two separate accounts whose sole purpose is to
fund certain employee benefit plans of The Guardian.
The assets and liabilities of the separate accounts are clearly identified
and distinct from the other assets and liabilities of the Company. The assets of
the separate accounts will not be charged with any liabilities arising out of
any other business of the Company. However, the obligations of the separate
accounts, including the promise to make annuity and death benefit payments,
remain obligations of the Company. Assets and liabilities of the separate
accounts are stated primarily at the market value of the underlying investments
and corresponding contractholders obligations. The amounts provided by the
Company to establish separate account investment portfolios (seed money) are not
included in separate account liabilities.
Note 2 -- Summary of Significant Accounting Policies
Basis of presentation of financial statements: The financial statements
have been prepared on a statutory basis of accounting that is prescribed or
permitted by the Insurance Department of the State of Delaware which is a
comprehensive basis of accounting other than generally accepted accounting
principles (GAAP).
Financial statements prepared on a statutory basis vary from financial
statements prepared on a GAAP basis because: (1) the costs relating to acquiring
business, principally commissions and certain policy issue expenses, are charged
to income in the year incurred, whereas on a GAAP basis they would be recorded
as assets and amortized over the future periods to be benefited; (2) life
insurance and annuity reserves are based on statutory mortality and interest
requirements, without consideration of withdrawals, whereas on GAAP basis they
are on anticipated Company experience for lapses, mortality and investment
yield; (3) life insurance enterprises are required to establish a formula-based
asset valuation reserve (AVR) by a direct charge to surplus to offset potential
investment losses; under GAAP, provisions for investments are established as
needed through a charge to income; (4) realized gains and losses resulting from
changes in interest rates on fixed income investments are deferred in the
interest maintenance reserve (IMR) and amortized into investment income over the
remaining life of the investment sold; for GAAP, such gains and losses are
recognized in income at the time of sale; (5) bonds are carried principally at
amortized cost for statutory reporting and at market value for GAAP; (6) annuity
and certain insurance premiums are recognized as premium income, whereas for
GAAP they are recognized as deposits; (7) deferred federal income taxes are not
provided for temporary differences between tax and book assets and liabilities
as they are under GAAP; (8) certain reinsurance transactions are accounted for
as reinsurance for statutory
- --------------------------------------------------------------------------------
59
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
purposes and as financing transactions under GAAP, and assets and liabilities
are reported net of reinsurance for statutory purposes and gross of reinsurance
for GAAP.
Use of Estimates: The preparation of financial statements of insurance
enterprises requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements. As a provider of life insurance and annuity products, GIAC's
operating results in any given period depend on estimates of policy reserves
required to provide for future policyholder benefits. The development of policy
reserves for insurance and investment contracts requires management to make
estimates and assumptions regarding mortality, lapse, expense and investment
experience. Such estimates are primarily based on historical experience and, in
many cases, state insurance laws that require specific mortality, morbidity, and
investment assumptions to be used by the Company. Actual results could differ
from those estimates. Management monitors actual experience, and where
circumstances warrant, revises its assumptions and the related reserve
estimates.
Valuation of investments: Investments in securities are recorded in
accordance with valuation procedures established by the National Association of
Insurance Commissioners (NAIC). Unrealized gains and losses on investments
carried at market are recorded directly to unassigned surplus. Realized gains
and losses on disposition of investments are determined by the specific
identification method. The Company has recorded in accordance with NAIC
requirements, the net gain from the operations of the separate accounts in the
operations of the general account in 1997 and 1996 instead of in surplus.
Bonds: Bonds are valued principally at amortized cost. Mortgage backed
bonds are carried at amortized cost using the interest method considering
anticipated prepayments at the date of purchase. Significant changes in future
anticipated cash flows from the original purchase assumptions are accounted for
using the retrospective adjustment method with PSA standard prepayment rates.
Investment in subsidiary: GIAC's investment in GISC is carried at equity
in GIAC's underlying net assets. Undistributed earnings or losses are reflected
as unrealized capital gains and losses directly in unassigned surplus. Dividends
received from GISC are recorded as investment income and amounted to $10,000,000
in 1997, $9,500,000 in 1996 and 6,700,000 in 1995.
Short-Term Investments: Short-term investments are stated at amortized
cost and consist primarily of investments having maturities at the date of
purchase of six months or less. Market values for such investments approximate
carrying value.
Loans on Policies: Loans on policies are stated at unpaid principal
balance. The carrying amount approximates fair value since loans on policies
have no defined maturity date and reduce the amount payable at death or at
surrender of the contract.
Investment Reserves: In compliance with regulatory requirements, the
Company maintains the Asset Valuation Reserve (AVR) and the Interest Maintenance
Reserve (IMR). The AVR is intended to stabilize surplus against market
fluctuations in the value of equities and credit related declines in the value
of bonds. Changes in the AVR are recorded directly to unassigned surplus. The
IMR captures net after-tax realized capital gains which result from changes in
the overall level of interest rates for fixed income investments and amortizes
these net capital gains into income over the remaining stated life of the
investments sold. The Company uses the group method of calculating the IMR,
consistent with prior years. Any net negative IMR amounts are treated as a
non-admitted asset.
Contract and Policy Reserves: Fixed deferred reserves represent the fund
balance left to accumulate at interest under fixed annuity contracts that were
offered directly by the Company, a fixed rate option that is offered to variable
annuity contractowners and a single premium deferred annuity that is offered by
the Company. The Company no longer offers the fixed annuity contracts.
The estimated fair value of contractholder account balances within the
fixed deferred reserves has been determined to be equivalent to carrying value
as the current offering and renewal rates are set in response to current market
conditions and are only guaranteed for one year.
- --------------------------------------------------------------------------------
60
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
The interest rate credited on fixed annuity contracts included in fixed
deferred reserves for 1997 and 1996 was 5.75%. The interest rate credited on the
fixed rate option that is offered to certain variable annuity contractowners was
5.50% during 1997. For the fixed rate option currently issued, the issue and
renewal interest rates credited varies from month to month and ranged from 5.25%
to 5.40% in 1997. For single premium deferred annuities the rates ranged from
5.00% to 6.00% in 1997. Fixed immediate reserves are a liability within the
general account for those annuitants that have elected a fixed annuity payout
option. The immediate contract reserve is computed using the 1971 IAM Table and
the 1983 IAM Table and a 4% discount rate.
The loan collateral fund reserve is the cash value of loaned variable life
policyowner account values. The reserve is credited with interest at 4% per
annum for single premium variable life policyowners, 6.5% for annual pay
variable life policyowners and 7% for other variable life policyowners.
Non-admitted Assets: Certain assets designated as "non-admitted assets" in
accordance with rules and regulations of the Department of Insurance of the
State of Delaware are charged directly to unassigned surplus. At December 31,
1997 and 1996 non-admitted assets consisted of agents' balances and
miscellaneous receivables in the amounts of $82,380 and $123,785, respectively.
Acquisition Costs: Commissions and other costs incurred in acquiring new
business are charged to operations as incurred.
Premiums and Other Revenues: Premiums and annuity considerations are
recognized for funds received on variable life insurance and annuity products.
Corresponding transfers to/from separate accounts are included in the expenses.
Revenue also includes service fees from the separate accounts consisting
of mortality and expense charges, annual administration fees, charges for the
cost of term insurance related to variable life policies and penalties for early
withdrawals. Services fees were not charged on separate account assets of
$162,522,811 and $142,722,353 at December 31, 1997 and 1996, respectively, which
represent investments in The Guardian's employee benefit plans.
Federal Income Taxes: The provision for federal income taxes is based on
income from operations currently taxable, as well as accrued market discount on
bonds. Realized gains and losses are reported after adjustment for the
applicable federal income taxes. The taxable portion of unrealized appreciation
of the Company's separate account investments is included in operations for 1997
and 1996, and in surplus in 1995.
Other: Certain reclassifications have been made in the amounts presented
for prior periods to conform those periods with the 1997 presentation.
Note 3 -- Federal Income Taxes
The Company's federal income tax return is consolidated with its parent,
The Guardian. The consolidated income tax liability is allocated among the
members of the group according to a tax sharing agreement. In accordance with
the tax sharing agreement between and among the parent and participating
subsidiaries, each member of the group computes its tax provision and liability
on a separate return basis, but may, where applicable, recognize benefits of net
operating losses and capital losses utilized in the consolidated group.
Estimated payments are made between the members of the group during the year.
- --------------------------------------------------------------------------------
61
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
A reconciliation of federal income tax expense, based on the prevailing
corporate income tax rate of 35% for 1997, 1996 and 1995 to the federal income
tax expense reflected in the accompanying financial statements is as follows:
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Income tax at prevailing corporate income tax rates
applied to pretax statutory income .................. $13,873,514 $ 8,270,274 $ 1,768,688
Add (deduct) tax effect of:
Adjustment for annuity and other reserves ........... (291,470) (1,478,476) 337,668
DAC Tax ............................................. 1,712,811 867,731 666,260
Dividend from subsidiary ............................ (3,500,000) (3,325,000) (2,345,000)
Other-- net ......................................... 278,645 (393,069) 12,051
----------- ----------- -----------
Federal income taxes ................................... $12,073,500 $ 3,941,460 $ 439,667
=========== =========== ===========
</TABLE>
The provision for federal income taxes includes deferred taxes in 1997,
1996 and 1995 of $181,145, $353,051 and $304,923, respectively, applicable to
the difference between the tax basis and the financial statement basis of
recording investment income relating to accrued market discount.
Note 4 -- Investments
The major categories of net investment income are summarized as follows:
For The Year Ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
Fixed maturities ............ $31,806,228 $28,234,145 $25,795,915
Affiliated money market funds 524,277 121,733 130,729
Subsidiary .................. 10,000,000 9,500,000 6,700,000
Policy loans ................ 3,386,194 3,089,114 2,847,532
Short-term investments ...... 2,280,599 1,204,805 1,166,264
Joint venture dividend ...... 1,047,525 623,160 684,306
Other ....................... 59,779 55,301 14,951
----------- ----------- -----------
49,104,602 42,828,258 37,339,697
Less: Investment expenses ... 1,110,848 461,356 1,046,099
----------- ----------- -----------
Net investment income ....... $47,993,754 $42,366,902 $36,293,598
=========== =========== ===========
Gross realized gains and losses, less applicable federal income taxes and
transfer to IMR, are summarized as follows:
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Realized gains from dispositions:
U.S. Government bonds ............. $ 722,440 $ 1,014,811 $ 438,127
Corporate debt securities ......... 413,022 1,014,562 555,817
Common stocks ..................... 174 -- --
Seed investment redeemed .......... -- -- 717,499
Foreign exchange .................. 2,791 11,599 --
Realized losses from dispositions:
U.S. Government bonds ............. 744,168 181,025 7,498
Corporate debt securities ......... 399,618 617,325 370,353
Foreign exchange .................. 5,773 -- 10,145
Short term investments ............ 1,218 191 --
----------- ----------- -----------
Net realized capital gains (losses) (12,350) 1,242,431 1,323,447
----------- ----------- -----------
</TABLE>
- --------------------------------------------------------------------------------
62
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Federal income tax expense (benefit):
Current .................................. (269,216) 829,609 622,821
Deferred ................................. (209,059) (394,759) (42,290)
----------- ----------- -----------
Total federal income tax expense (benefit) (478,275) 434,850 580,531
----------- ----------- -----------
Transfer to IMR ............................. (6,202) 800,041 400,461
----------- ----------- -----------
Net realized gains (losses) ................. $ 472,127 $ 7,540 $ 342,455
=========== =========== ===========
</TABLE>
The market values of bonds are based on quoted prices as available. For
certain private placement debt securities where quoted market prices are not
available, fair value is estimated by management using adjusted market prices
for like securities.
The cost and estimated market values of investments by major investment
category at December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
December 31, 1997
----------------------------------------------------------------
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations
of U.S. government corporations
and agencies ........................... $ 65,358,213 $ 1,550,649 $ 16,198 $ 66,892,664
Obligations of states and political
subdivisions ........................... 71,909,687 795,387 41,850 72,663,224
Debt securities issued by foreign
governments ............................ 7,062,711 -- 115,745 6,946,966
Corporate debt securities ................. 340,417,221 6,143,061 1,010,829 345,549,453
Common stock of subsidiary ................ 9,398,292 2,674,851 -- 12,073,143
Affiliated mutual funds ................... 23,279,949 7,271,237 -- 30,551,186
------------ ------------ ------------ ------------
$517,426,073 $ 18,435,185 $ 1,184,622 $534,676,636
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
----------------------------------------------------------------
Gross Gross Estimated
Unrealized Unrealized Market
Cost Gains Losses Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities & obligations
of U.S. government corporations
and agencies ........................... $133,436,167 $ 761,811 $ 435,887 $133,762,091
Obligations of states and political
subdivisions ........................... 40,444,325 148,692 70,771 40,522,246
Debt securities issued by foreign
governments ............................ 3,491,091 -- 65,431 3,425,660
Corporate debt securities ................. 313,074,365 2,279,414 1,792,612 313,561,167
Common stock of subsidiary ................ 9,398,292 -- 1,651,649 7,746,643
Affiliated mutual funds ................... 2,755,672 -- -- 2,755,672
------------ ------------ ------------ ------------
$502,599,912 $ 3,189,917 $ 4,016,350 $501,773,479
============ ============ ============ ============
</TABLE>
The amortized cost and estimated market value of debt securities at
December 31, 1997 and 1996, by contractual maturity, is shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations.
- --------------------------------------------------------------------------------
63
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
<TABLE>
<CAPTION>
As of December 31, 1997
------------------------------------
Estimated
Amortized Market
Cost Value
------------ ------------
<S> <C> <C>
Due in one year or less .......................... $ 59,694,316 $ 59,737,770
Due after one year through five years ............ 234,805,896 236,867,373
Due after five years through ten years ........... 103,002,869 106,604,446
Due after ten years .............................. 21,552,124 22,383,887
------------ ------------
419,055,205 425,593,476
Sinking fund bonds
(including collateralized mortgage obligations) 65,692,627 66,458,831
------------ ------------
$484,747,832 $492,052,307
============ ============
<CAPTION>
As of December 31, 1996
-------------------------------------
Estimated
Amortized Market
Cost Value
------------ ------------
<S> <C> <C>
Due in one year or less .......................... $ 64,861,358 $ 65,045,326
Due after one year through five years ............ 286,602,923 287,118,976
Due after five years through ten years ........... 74,354,923 74,503,267
Due after ten years .............................. 25,247,736 25,461,329
------------ ------------
451,066,940 452,128,898
Sinking fund bonds
(including collateralized mortgage obligations) 39,379,008 39,142,266
------------ ------------
$490,445,948 $491,271,164
============ ============
</TABLE>
Note 5 -- Reinsurance Ceded
The Company enters into coinsurance, modified coinsurance and yearly
renewable term agreements with affiliated companies and outside parties to
provide for reinsurance of selected variable annuity contracts and group life
and individual life policies. Under the terms of the modified coinsurance
agreements, reserves related to the reinsurance business and corresponding
assets are held by the Company. Accordingly, policy reserves include $76,669,184
and $447,494,766 at December 31, 1997 and 1996, respectively, applicable to
policies reinsured under modified coinsurance agreements. The reinsurance
contracts do not relieve the Company of its primary obligation for policyowner
benefits. Failure of reinsurers to honor their obligations could result in
losses to the Company.
The effect of these agreements on the components of the Company's gain
from operations in the accompanying statements of operations are as follows:
<TABLE>
<CAPTION>
For The Year Ended December 31,
--------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Premiums and deposits .................. $(43,873,731) $ (83,250,212) $ (41,212,253)
Net investment income .................. -- (61,779) --
Commission and expense allowances ...... 7,885,341 14,508,839 10,057,974
Reserve adjustments .................... 16,268,128 30,636,445 (32,192,749)
Other income ........................... 1,875,163 (25,000) --
------------ ------------- -------------
Revenues ............................. (17,845,099) (38,191,707) (63,347,028)
Policyholder benefits .................. (10,975,075) (26,873,945) (57,577,405)
Increase in aggregate reserves ......... 22,859,719 (5,658,260) (11,909,990)
Reinsurance terminations ............... (27,421,066) (15,470,015) 11,002,701
General expenses ....................... (40,452) (81,667) (48,640)
------------ ------------- -------------
Deductions ........................... (15,576,874) (48,083,887) (58,533,334)
------------ ------------- -------------
Net income (loss) from reinsurance ceded $ (2,268,225) $ 9,892,180 $ (4,813,694)
============ ============= =============
</TABLE>
- --------------------------------------------------------------------------------
64
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
Note 6 -- Reinsurance Assumed
The Company has entered into various coinsurance agreements with
non-affiliated and affiliated companies. The Company assumes certain life and
disability income policies.
The effect of these agreements on the components of the Company's gain
from operations in the accompanying statements of operations are as follows:
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Premiums and deposits .................. $ (389,221) $41,133,358 $ 7,153,623
Net investment income .................. 45,288 94,657 62,847
Other income ........................... (62,752) 375,404 32,528
----------- ----------- -----------
Revenues ............................. (406,685) 41,603,419 7,248,998
Policyholder benefits .................. 3,967,619 8,076,053 5,086,702
Increase in aggregate reserves ......... (31,677,857) 31,556,908 (357,463)
Reinsurance expenses ................... 27,603,602 (452,476) 1,451,058
Other expenses ......................... 1,885,300 551,319 54,043
----------- ----------- -----------
Deductions ........................... 1,778,664 39,731,804 6,234,340
----------- ----------- -----------
Net income (loss) from reinsurance
assumed ............................... $(2,185,349) $ 1,871,615 $ 1,014,658
=========== =========== ===========
</TABLE>
The Company terminated, during 1997, an assumption agreement with an
unaffiliated company. Under this agreement, included in the consolidated
statements of income are $(2.3) million, $20.2 million and $7.2 million of
premiums at December 31, 1997, 1996 and 1995, respectively.
Note 7 -- Related Party Transactions
Registered representatives of the Guardian Investor Services Corporation
produce a major portion of the Company's business. During 1997, 1996 and 1995,
premium and annuity considerations produced by GISC amounted to $564,519,265,
$528,353,595 and $400,148,692, respectively. The related commissions paid to
GISC amounted to $1,979,926, $1,851,468 and $1,409,708 for 1997, 1996 and 1995,
respectively.
The Company is billed by The Guardian for all compensation and related
employee benefits for those employees of The Guardian who are engaged in the
Company's business and for the Company's use of The Guardian's centralized
services and agency force. The amounts charged for these services amounted to
$60,009,449 in 1997, $41,129,644 in 1996 and $24,989,111 in 1995, and, in the
opinion of management, were considered appropriate for the services rendered.
The company had an investment in the Guardian Real Estate Account (GREA),
which was established in 1987 under Delaware insurance law as an insurance
company separate account. GIAC had contributed capital to GREA since it was
established to provide for funds and to preserve liquidity. Effective December
19, 1997, GREA was liquidated and, as a result, $6,746,290 was returned to GIAC
in the form of capital and there was a realized gain recorded of $969,045
included in the net gain from operations of separate accounts.
A significant portion of the Company's separate account assets is invested
in affiliated mutual funds. These funds consist of The Guardian Park Avenue
Fund, The Guardian Stock Fund, The Guardian Small Cap Stock Fund, The Guardian
Bond Fund, The Baillie Gifford International Fund, The Baillie Gifford Emerging
Markets Fund, The Guardian Baillie Gifford International Fund, The Guardian
Asset Allocation Fund, The Guardian Investment Quality Bond Fund, The Guardian
Cash Management Fund and The Guardian Cash Fund. Each of these funds has an
investment advisory agreement with GISC, except for The Baillie Gifford
International Fund, The Baillie Gifford Emerging Markets Fund and The Guardian
Baillie Gifford International Fund. The investments as of December 31, 1997 and
1996 are as follows:
- --------------------------------------------------------------------------------
65
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
1997 1996
---- ----
The Guardian Park Avenue Fund .............. $ 371,662,107 $ 251,812,050
The Guardian Stock Fund .................... 3,222,051,866 2,226,887,181
The Guardian Small Cap Stock Fund .......... 60,104,422 --
The Guardian Bond Fund ..................... 355,417,535 354,316,320
The Baillie Gifford International Fund ..... 442,651,457 400,894,824
The Baillie Gifford Emerging Markets Fund .. 65,038,546 45,571,916
The Guardian Baillie Gifford International
Fund ...................................... 3,378,730 19,720
The Guardian Asset Allocation Fund ......... 14,910,420 46,623
The Guardian Investment Quality Bond Fund .. 1,546,854 9,385
The Guardian Cash Management Fund .......... 22,250,501 3,113,523
The Guardian Cash Fund ..................... 368,122,449 378,321,710
-------------- --------------
$4,927,134,887 $3,660,993,252
============== ==============
The Company, in agreement with Baillie Gifford Overseas Ltd., has a joint
venture company - Guardian Baillie Gifford Ltd. (GBG) - that is organized as a
corporation in Scotland. GBG is registered in both the United Kingdom and the
United States to act as an investment advisor for the Baillie Gifford
International Fund (BGIF), the Baillie Gifford Emerging Markets Fund (BGEMF),
The Guardian Baillie Gifford International Fund (GBGIF) and The Guardian Baillie
Gifford Emerging Markets Fund (GBGEMF). The Funds, except for The Guardian
Baillie Gifford Emerging Markets Fund, are offered in the U.S. as investment
options under certain variable annuity contracts and variable life policies.
The Company maintains an investment in an affiliated money market mutual
fund, The Guardian Cash Management Fund. At December 31, 1997 and 1996 this
amounted to $2,888,149 and $2,755,672, respectively. The Company also made an
investment in an affiliated small cap stock mutual fund during 1997, The
Guardian Small Cap Stock Fund. At December 31, 1997 this investment amounted to
$27,663,037.
Note 8 -- Separate Accounts
The following represents a reconciliation of net transfers from GIAC to
the separate accounts. Transfers are reported in the Summary of Operations of
the Separate Account Annual Statement:
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Transfers to separate accounts ...................... $1,054,380,697 $767,741,428 $582,715,569
Transfers from separate accounts .................... (782,891,638) (518,683,141) (398,531,802)
-------------- ------------ ------------
Net transfers to separate accounts ................ 271,489,059 249,058,287 184,183,767
-------------- ------------ ------------
Reconciling Adjustments:
Mortality & expense guarantees-- variable annuity ... 70,027,514 53,219,656 41,474,872
Mortality & expense guarantees-- variable life ...... 2,021,656 1,687,711 1,571,955
Administrative fees-- variable annuity .............. 4,095,230 3,867,120 3,513,459
Cost of insurance-- variable life ................... 11,205,120 4,844,028 4,232,564
-------------- ------------ ------------
Total adjustments ................................. 87,349,520 63,618,515 50,792,850
-------------- ------------ ------------
Transfers as reported in the Statement of
Operations of GIAC ................................ $ 358,838,579 $312,676,802 $234,976,617
============== ============ ============
</TABLE>
- --------------------------------------------------------------------------------
66
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
Note 9 -- Annuity Actuarial Reserves and Deposit Liabilities
The following describes withdrawal characteristics of annuity actuarial
reserves and deposit liabilities:
<TABLE>
<CAPTION>
For the Year Ending 1997 For the Year Ending 1996
-------------------------- -------------------------
Amount % Amount %
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal
with market value adjustment ....... $ 46,276,766 10.19% $ 44,480,214 10.22%
------------ ------ ------------ ------
Total with adjustment or at
market value ..................... 46,276,766 10.19 44,480,214 10.22
at book value without adjustment
(minimal or no charge or
adjustment) ...................... 313,725,462 69.05 302,433,090 69.45
Not subject to discretionary
withdrawal .......................... 94,338,339 20.76 88,546,538 20.33
------------ ------ ------------ ------
Total (gross) ......................... 454,340,567 100.00 435,459,842 100.00
Reinsurance ceded ..................... -- -- 4,879 --
------------ ------ ------------ ------
Total ................................. $454,340,567 100.00% $435,454,963 100.00%
============ ====== ============ ======
</TABLE>
This does not include $6,647,606,347 and $5,098,658,097 of non-guaranteed
annuity reserves held in separate accounts, and $3,572,284 and $2,927,130 at
December 31, 1997 and 1996, respectively, in annuity reserves being held as a
loan collateral fund for loans on certain annuity contracts.
Note 10 - Statutory Financial Information
The following reconciles the statutory net income of the Company as
reported to the regulatory authorities to consolidated GAAP net income:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Statutory net income ........................... $28,037,239 $19,695,432 $ 4,956,175
Adjustments to restate to the basis of GAAP:
Net income of subsidiaries .................. 4,326,500 142,201 298,534
Change in deferred policy acquisition costs . 41,883,919 42,525,493 31,247,939
Deferred premiums ........................... (5,542,795) 3,238,115 (1,643,253)
Re-estimation of future policy benefits ..... (3,353,249) 26,953,558 297,442
Reinsurance ................................. 12,372,471 (36,353,822) 15,465,956
Deferred federal income tax expense ......... (16,212,244) (13,074,280) (15,681,250)
Elimination of interest maintenance reserve . (111,783) (333,219) (257,381)
Other, net .................................. 201,840 (2,444,872) 2,598,780
----------- ----------- -----------
Consolidated GAAP net income ................... $61,601,898 $40,348,606 $37,282,942
=========== =========== ===========
</TABLE>
- --------------------------------------------------------------------------------
67
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
NOTES TO STATUTORY BASIS FINANCIAL STATEMENTS
December 31, 1997
The following reconciles the statutory capital and surplus of the Company
as reported to the regulatory authorities to consolidated GAAP stockholder's
equity:
<TABLE>
<CAPTION>
December 31,
--------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Statutory capital and surplus ................. $182,704,232 $153,780,908 $141,877,927
Add (deduct) cumulative effect of adjustments:
Deferred policy acquisition costs .......... 267,369,685 221,475,216 178,010,226
Elimination of asset valuation reserve ..... 26,305,528 15,121,269 9,341,353
Re-estimation of future policy benefits .... 41,283,947 31,167,840 4,214,282
Establishment of deferred federal income tax (84,703,745) (65,164,526) (53,962,281)
Unrealized gains on investments ............ 7,852,564 2,313,203 10,655,552
Other liabilities .......................... (33,486,652) (32,389,767) 1,811,239
Deferred premiums .......................... (7,024,891) (1,482,096) (4,720,211)
Other, net ................................. (3,468,519) (2,215,098) (1,276,761)
------------ ------------ ------------
Consolidated GAAP stockholder's equity ... $396,832,149 $322,606,949 $285,951,326
============ ============ ============
</TABLE>
- --------------------------------------------------------------------------------
68
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
February 10, 1998
To the Board of Directors of
The Guardian Insurance & Annuity Company, Inc.
We have audited the accompanying statutory basis balance sheets of The
Guardian Insurance & Annuity Company, Inc. as of December 31, 1997 and 1996, and
the related statutory basis statements of operations, of changes in common stock
and surplus and of cash flows for the three years in the period ended December
31, 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 2, these financial statements were prepared in
conformity with accounting practices prescribed or permitted by insurance
regulatory authorities (statutory basis of accounting), which is a comprehensive
basis of accounting other than generally accepted accounting principles.
Accordingly, the financial statements are not intended to represent a
presentation in accordance with generally accepted accounting principles. The
effects on the financial statements of the variances between such practices and
generally accepted accounting principles are material and are described in Note
2.
In our report dated February 9, 1996, we expressed an opinion that the
1995 financial statements, prepared using accounting practices prescribed or
permitted by insurance regulatory authorities, were presented fairly, in all
material respects, in conformity with generally accepted accounting principles.
As described in Note 2 to these financial statements, pursuant to pronouncements
of the Financial Accounting Standards Board, financial statements of mutual life
insurance companies and their wholly owned stock insurance company subsidiaries
are no longer considered presentations in conformity with generally accepted
accounting principles. Accordingly, our present opinion on the presentation of
the 1995 financial statements, as presented herein, is different from that
expressed in our report dated February 9, 1996.
In our opinion, the financial statements referred to above (1) do not
present fairly, in conformity with generally accepted accounting principles, the
financial position of The Guardian Insurance & Annuity Company, Inc. at December
31, 1997 and 1996, or the results of its operations or its cash flows for the
three years in the period ended December 31, 1997, because of the effects of the
variances between the statutory basis of accounting and generally accepted
accounting principles, and (2) present fairly, in all material respects, its
financial position and the results of its operations and its cash flows, in
conformity with accounting practices prescribed or permitted by insurance
regulatory authorities.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, New York
- --------------------------------------------------------------------------------
69
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX A
ILLUSTRATIONS OF DEATH BENEFITS, POLICY ACCOUNT VALUES,
NET CASH SURRENDER VALUES AND ACCUMULATED POLICY PREMIUMS
The following tables illustrate how the Policies operate. Specifically, they
show how the death benefit, Net Cash Surrender Value and Policy Account Value
can vary over an extended period of time assuming hypothetical gross rates of
return (i.e., investment income and capital gains and losses, realized or
unrealized) for the Separate Account that are equal to constant after tax annual
rates of 0%, 6% and 12%. The tables are based on policies with Face Amounts of
$250,000 for male insureds at Ages 35 and 45. These insureds are assumed to be
in the nonsmoker preferred risk classification. Values are first given based on
current charges and then based on the policy's higher guaranteed charges. In
addition, each illustration is given first for a policy with an Option 1 death
benefit and then for a policy with an Option 2 death benefit. These
illustrations may assist in the comparison of death benefits, Net Cash Surrender
Values and Policy Account Values for Park Avenue Life policies with those under
other variable life insurance policies that may be issued by GIAC or other
companies. Prospective policyowners are advised, however, that it may not be
advantageous to replace existing life insurance coverage by purchasing a Park
Avenue Life policy, particularly if the decision to replace existing coverage is
based solely on a comparison of policy illustrations.
Death benefits, Net Cash Surrender Values and Policy Account Values will be
different from the amounts shown if: (1) the actual gross rates of return
average 0%, 6% or 12%, but vary above and below the average over the period; and
(2) Policy Premiums are paid at other than annual intervals, or if unscheduled
payments are made. Benefits and values will also be affected by the
policyowner's allocation of the Unloaned Policy Account Value among the Variable
Investment Options and the fixed-rate option. If the actual gross rate of return
for all options averages 0%, 6% or 12%, but varies above or below that average
for individual options, allocation and transfer decisions can have a significant
impact on a policy's performance. Policy loans and other policy transactions,
such as skipping Policy Premium and partial withdrawals, will also affect
results, as will the insured's sex, smoker status and premium class.
Death benefits, Net Cash Surrender Values and Policy Account Values shown in the
tables reflect the fact that: (1) deductions have been made from annual Policy
Premiums for Policy Premium Assessments, the state premium tax charge, the DAC
tax charge and the premium sales charge; and (2) Monthly Deductions are deducted
from the Policy Account Value on each Monthly Date. The Net Cash Surrender
Values shown in the tables reflect the fact that surrender charges (consisting
of a deferred sales charge and a deferred administrative charge) are deducted
upon surrender, Face Amount reduction or lapse during the first 12 policy years.
The death benefits, Net Cash Surrender Values and Policy Account Values also
reflect a daily charge assessed against the Separate Account for mortality and
expense risks equivalent to an annual charge of .60% (on a current basis) and
.90% (on a guaranteed basis) of the average daily value of the assets in the
Separate Account attributable to the policies. See "Deductions and Charges." The
amounts shown in the illustrations also reflect an average of the investment
advisory fees and operating expenses incurred by the mutual funds, at an annual
rate of 0.83% of the average daily net assets of such funds.
The average is based upon actual expenses incurred during 1997 for all funds.
Operating expenses for the MFS Growth With Income Series and Total Return Series
for 1997 were capped at 0.25% of the average daily net assets of the series and
operating expenses for the MFS Bond Series were capped at 0.40% of the average
daily net assets of the series pursuant to the agreement with the adviser.
Operating expenses for the Fidelity VIP III Growth Opportunities Portfolio
reflect the effects of expense reduction arrangements with third parties which
occurred during the year ended December 31, 1997. Operating expenses for the
Fidelity VIP Equity-Income Portfolio reflect the effects of expense reduction
arrangements with third parties which occurred during the year ended December
31, 1997. The results for the Fidelity Index 500 Portfolio reflect the effects
of expense reimbursement of certain fund expenses which occurred during the year
ended December 31, 1997. In the absence of these arrangements, operating
expenses of the various funds, and the average investment advisory fees and
expenses used in the following illustrations would have been higher.
Taking account of the charges for mortality and expense risks in the Separate
Account and the average investment advisory fee and operating expenses of the
mutual funds, the gross annual rates of return of 0%, 6% and 12% correspond to
net investment experience at constant annual rates of -1.43%, 4.54% and 10.50%,
respectively, based on GIAC's current charge for mortality and expense risks,
and -1.72%, 4.22% and 10.17%, respectively, based on GIAC's guaranteed maximum
charge for mortality and expense risks. See "Net Investment Factor."
The hypothetical rates of return shown in the tables do not reflect any tax
charges attributable to the Separate Account since no charges are currently
made. If any such
- --------------------------------------------------------------------------------
A-1
<PAGE>
charges are imposed in the future, the gross annual rate of return would have to
exceed the rates shown by an amount sufficient to cover the tax charges, in
order to produce the death benefits, Net Cash Surrender Values and Policy
Account Values illustrated. See "GIAC's Taxes."
The second column of each table shows the amount which would accumulate if an
amount equal to the annual Policy Premium was invested to earn interest, after
taxes, of 5% per year, compounded annually. There can be no assurance that a
prospective policyowner would be able to earn this return. During the Guaranteed
Premium Period, the annual Policy Premium is $2,225 for the first policy
illustrated and $3,515 for the second policy illustrated.
GIAC will furnish upon request an illustration reflecting the proposed insured's
Age, sex, premium class and the Face Amount or Basic Scheduled Premium
requested, but a premium-based illustration must reflect GIAC's current minimum
Face Amount requirement for Park Avenue Life -- which is $100,000.
From time to time, advertisements or sales literature for Park Avenue Life may
quote historical performance data of one or more of the underlying funds, and
may include cash surrender values and death benefit figures computed using the
same methodology as that used in the following illustrations, but with
historical average annual total returns of the underlying funds for which
performance data is shown in the advertisement or sales literature replacing the
hypothetical rates of return shown in the following tables. This information may
be shown in the form of graphs, charts, tables, and examples. Any such
information is intended to show the policy's investment experience based on the
historical experience of the underlying funds and is not intended to represent
what may happen in the future.
GIAC began to offer Park Avenue Life on September 1, 1995. As such the policies
may not have been available when the funds commenced their operations. However,
illustrations may be based on the actual investment experience of the funds
since their respective inception dates (See "Investment Performance of the
Funds"). The result for any period prior to the policies' being offered would be
calculated as if the policies had been offered during that period of time, with
all charges assumed to be those applicable to the policies. Thus the
illustrations will reflect deductions for each fund's expenses, as well as the
Separate Account's charge for mortality and expense risks, and the charges
deducted from premiums, Monthly Deductions, and any transaction deductions
associated with the policy in question.
- --------------------------------------------------------------------------------
A-2
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,336 0 0 0 1,442 1,545 1,648 250,000 250,000 250,000
2 4,789 1,136 1,432 1,741 2,859 3,155 3,464 250,000 250,000 250,000
3 7,365 2,628 3,210 3,841 4,229 4,811 5,442 250,000 250,000 250,000
4 10,070 4,183 5,147 6,236 5,617 6,581 7,670 250,000 250,000 250,000
5 12,909 5,691 7,138 8,838 6,958 8,405 10,106 250,000 250,000 250,000
6 15,891 7,153 9,185 11,670 8,254 10,285 12,770 250,000 250,000 250,000
7 19,022 8,571 11,291 14,757 9,504 12,225 15,690 250,000 250,000 250,000
8 22,309 9,952 13,468 18,135 10,719 14,235 18,902 250,000 250,000 250,000
9 25,761 11,265 15,686 21,802 11,866 16,286 22,403 250,000 250,000 250,000
10 29,385 12,527 17,965 25,808 12,961 18,398 26,242 250,000 250,000 250,000
15 50,413 18,163 30,499 52,551 18,163 30,499 52,551 250,000 250,000 250,000
20 77,250 21,052 43,786 94,717 21,052 43,786 94,717 250,000 250,000 250,000
25 111,502 21,213 58,073 162,912 21,213 58,073 162,912 250,000 250,000 316,549
30 155,218 18,659 74,097 271,357 18,659 74,097 271,357 250,000 250,000 461,845
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $17,490, ASSUMING THE 0% RETURN; $6,828, ASSUMING THE
6% RETURN; AND $2,225, ASSUMING THE 12% RETURN.
- --------------------------------------------------------------------------------
A-3
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,336 0 0 0 1,437 1,539 1,642 250,000 250,000 250,000
2 4,789 966 1,256 1,558 2,689 2,979 3,281 250,000 250,000 250,000
3 7,365 2,295 2,854 3,461 3,896 4,454 5,062 250,000 250,000 250,000
4 10,070 3,645 4,556 5,589 5,079 5,990 7,023 250,000 250,000 250,000
5 12,909 4,944 6,294 7,886 6,211 7,561 9,153 250,000 250,000 250,000
6 15,891 6,189 8,063 10,366 7,290 9,163 11,466 250,000 250,000 250,000
7 19,022 7,375 9,859 13,042 8,309 10,793 13,976 250,000 250,000 250,000
8 22,309 8,503 11,685 15,936 9,270 12,452 16,703 250,000 250,000 250,000
9 25,761 9,568 13,536 19,065 10,169 14,137 19,665 250,000 250,000 250,000
10 29,385 10,570 15,412 22,453 11,003 15,846 22,886 250,000 250,000 250,000
15 50,413 14,464 25,064 44,275 14,464 25,064 44,275 250,000 250,000 250,000
20 77,250 15,670 34,498 77,663 15,670 34,498 77,663 250,000 250,000 250,000
25 111,502 12,649 42,160 130,021 12,649 42,160 130,021 250,000 250,000 252,639
30 155,218 2,549 45,025 210,463 2,549 45,025 210,463 250,000 250,000 358,204
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $17,490, ASSUMING THE 0% RETURN; $14,859, ASSUMING THE
6% RETURN; AND $2,225, ASSUMING THE 12% RETURN.
A-4
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,336 0 0 0 1,442 1,545 1,648 250,000 250,000 250,000
2 4,789 1,136 1,432 1,741 2,859 3,155 3,464 250,000 250,000 250,000
3 7,365 2,628 3,210 3,841 4,229 4,811 5,442 250,000 250,000 250,000
4 10,070 4,183 5,147 6,236 5,617 6,581 7,670 250,000 250,000 250,000
5 12,909 5,691 7,138 8,838 6,958 8,405 10,106 250,000 250,000 250,000
6 15,891 7,153 9,185 11,670 8,254 10,285 12,770 250,000 250,000 250,000
7 19,022 8,571 11,291 14,757 9,504 12,225 15,690 250,000 250,000 250,000
8 22,309 9,952 13,468 18,135 10,719 14,235 18,902 250,000 250,000 250,000
9 25,761 11,265 15,686 21,802 11,866 16,286 22,403 250,000 250,000 250,000
10 29,385 12,527 17,965 25,808 12,961 18,398 26,242 250,000 250,000 250,000
15 50,413 18,163 30,499 52,539 18,163 30,499 52,539 250,000 250,000 254,289
20 77,250 21,052 43,786 94,177 21,052 43,786 94,177 250,000 250,000 280,177
25 111,502 21,213 58,073 160,439 21,213 58,073 160,439 250,000 250,000 329,439
30 155,218 18,659 74,097 267,273 18,659 74,097 267,273 250,000 250,000 454,895
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $17,490, ASSUMING THE 0% RETURN; $6,828, ASSUMING THE
6% RETURN; AND $2,225, ASSUMING THE 12% RETURN.
- --------------------------------------------------------------------------------
A-5
<PAGE>
Male Issue Age 35, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,336 0 0 0 1,437 1,539 1,642 250,000 250,000 250,000
2 4,789 966 1,256 1,558 2,689 2,979 3,281 250,000 250,000 250,000
3 7,365 2,295 2,854 3,461 3,896 4,454 5,062 250,000 250,000 250,000
4 10,070 3,645 4,556 5,589 5,079 5,990 7,023 250,000 250,000 250,000
5 12,909 4,944 6,294 7,886 6,211 7,561 9,153 250,000 250,000 250,000
6 15,891 6,189 8,063 10,366 7,290 9,163 11,466 250,000 250,000 250,000
7 19,022 7,375 9,859 13,042 8,309 10,793 13,976 250,000 250,000 250,000
8 22,309 8,503 11,685 15,936 9,270 12,452 16,703 250,000 250,000 250,000
9 25,761 9,568 13,536 19,065 10,169 14,137 19,665 250,000 250,000 250,000
10 29,385 10,570 15,412 22,453 11,003 15,846 22,886 250,000 250,000 250,000
15 50,413 14,464 25,064 44,275 14,464 25,064 44,275 250,000 250,000 250,000
20 77,250 15,670 34,498 77,477 15,670 34,498 77,477 250,000 250,000 263,477
25 111,502 12,649 42,160 127,886 12,649 42,160 127,886 250,000 250,000 296,886
30 155,218 2,549 45,025 204,685 2,549 45,025 204,685 250,000 250,000 354,185
</TABLE>
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $17,490, ASSUMING THE 0% RETURN; $14,859, ASSUMING THE
6% RETURN; AND $2,225, ASSUMING THE 12% RETURN.
- --------------------------------------------------------------------------------
A-6
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,691 247 410 573 2,291 2,453 2,616 250,000 250,000 250,000
2 7,566 2,432 2,901 3,390 4,516 4,985 5,474 250,000 250,000 250,000
3 11,635 4,732 5,653 6,654 6,681 7,602 8,603 250,000 250,000 250,000
4 15,908 7,105 8,632 10,357 8,849 10,375 12,101 250,000 250,000 250,000
5 20,394 9,414 11,704 14,397 10,952 13,242 15,935 250,000 250,000 250,000
6 25,104 11,617 14,831 18,767 12,950 16,164 20,100 250,000 250,000 250,000
7 30,050 13,664 17,965 23,453 14,791 19,093 24,580 250,000 250,000 250,000
8 35,243 15,528 21,079 28,462 16,450 22,001 29,384 250,000 250,000 250,000
9 40,696 17,197 24,158 33,822 17,914 24,875 34,539 250,000 250,000 250,000
10 46,422 18,658 27,190 39,564 19,169 27,701 40,075 250,000 250,000 250,000
15 79,641 24,951 43,879 78,335 24,951 43,879 78,335 250,000 250,000 250,000
20 122,038 28,260 62,637 142,082 28,260 62,637 142,082 250,000 250,000 250,000
25 176,149 26,514 82,576 245,459 26,514 82,576 245,459 250,000 250,000 371,513
30 245,209 73,602 120,201 404,466 73,602 120,201 404,466 250,000 250,000 553,600
</TABLE>
* After Policy Year 25 premiums are subject to recalculation because the
Guaranteed Premium Period has expired. The amount shown at the end of the Policy
Year 30 in the column entitled "Premiums Accumulated at 5% Interest Per Year"
reflects a premium recalculated based upon a 12% gross annual return. Assuming a
premium recalculated based upon a 0% gross annual return, the Premium
Accumulated at 5% Interest Per Year at the end of Policy Year 30 would be
$317,992, and assuming a premium recalculated based upon a 6% gross annual
return, the Premium Accumulated at 5% Interest Per Year at the end pf Policy
Year 30 would be $265,243.
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $16,170, ASSUMING THE 0% RETURN; $7,622, ASSUMING THE
6% RETURN; AND $3,515, ASSUMING THE 12% RETURN.
- --------------------------------------------------------------------------------
A-7
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 1
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,691 239 401 564 2,283 2,445 2,607 250,000 250,000 250,000
2 7,566 2,147 2,605 3,083 4,231 4,689 5,167 250,000 250,000 250,000
3 11,635 4,134 5,016 5,975 6,083 6,965 7,925 250,000 250,000 250,000
4 15,908 6,116 7,550 9,177 7,859 9,294 10,920 250,000 250,000 250,000
5 20,394 7,991 10,108 12,610 9,529 11,646 14,148 250,000 250,000 250,000
6 25,104 9,758 12,687 16,296 11,090 14,020 17,629 250,000 250,000 250,000
7 30,050 11,401 15,272 20,248 12,528 16,399 21,375 250,000 250,000 250,000
8 35,243 12,906 17,849 24,480 13,827 18,770 25,402 250,000 250,000 250,000
9 40,696 14,265 20,408 29,016 14,981 21,124 29,732 250,000 250,000 250,000
10 46,422 15,459 22,930 33,871 15,970 23,440 34,382 250,000 250,000 250,000
15 79,641 18,490 34,502 64,171 18,490 34,502 64,171 250,000 250,000 250,000
20 122,038 14,358 42,042 109,025 14,358 42,042 109,025 250,000 250,000 250,000
25 176,149 0 39,660 179,811 -2,343 39,660 179,811 250,000 250,000 272,152
30 245,209 20,861 80,968 285,437 20,861 80,968 285,437 250,000 250,000 390,683
</TABLE>
* After Policy Year 25 premiums are subject to recalculation because the
Guaranteed Premium Period has expired. The amount shown at the end of the Policy
Year 30 in the column entitled "Premiums Accumulated at 5% Interest Per Year"
reflects a premium recalculated based upon a 12% gross annual return. Assuming a
premium recalculated based upon a 0% gross annual return, the Premium
Accumulated at 5% Interest Per Year at the end of Policy Year 30 would be
$318,632, and assuming a premium recalculated based upon a 6% gross annual
return, the Premium Accumulated at 5% Interest Per Year at the end of Policy
Year 30 would be $308,650.
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $16,170, ASSUMING THE 0% RETURN; $14,557, ASSUMING THE
6% RETURN; AND $3,515, ASSUMING THE 12% RETURN.
- --------------------------------------------------------------------------------
A-8
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
These values reflect CURRENT cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,691 247 410 573 2,291 2,453 2,616 250,000 250,000 250,000
2 7,566 2,432 2,901 3,390 4,516 4,985 5,474 250,000 250,000 250,000
3 11,635 4,732 5,653 6,654 6,681 7,602 8,603 250,000 250,000 250,000
4 15,908 7,105 8,632 10,357 8,849 10,375 12,101 250,000 250,000 250,000
5 20,394 9,414 11,704 14,397 10,952 13,242 15,935 250,000 250,000 250,000
6 25,104 11,617 14,831 18,767 12,950 16,164 20,100 250,000 250,000 250,000
7 30,050 13,664 17,965 23,453 14,791 19,093 24,580 250,000 250,000 250,000
8 35,243 15,528 21,079 28,462 16,450 22,001 29,384 250,000 250,000 250,000
9 40,696 17,197 24,158 33,822 17,914 24,875 34,539 250,000 250,000 250,000
10 46,422 18,658 27,190 39,564 19,169 27,701 40,075 250,000 250,000 250,000
15 79,641 24,951 43,879 78,077 24,951 43,879 78,077 250,000 250,000 265,077
20 122,038 28,260 62,637 139,528 28,260 62,637 139,528 250,000 250,000 305,028
25 176,149 26,514 82,576 237,559 26,514 82,576 237,559 250,000 250,000 379,559
30 245,209 73,602 120,201 391,570 73,602 120,201 391,570 250,000 250,000 535,949
</TABLE>
* After Policy Year 25 premiums are subject to recalculation because the
Guaranteed Premium Period has expired. The amount shown at the end of the Policy
Year 30 in the column entitled "Premiums Accumulated at 5% Interest Per Year"
reflects a premium recalculated based upon a 12% gross annual return. Assuming a
premium recalculated based upon a 0% gross annual return, the Premium
Accumulated at 5% Interest Per Year at the end of Policy Year 30 would be
$317,942, and assuming a premium recalculated based upon a 6% gross annual
return, the Premium Accumulated at 5% Interest Per Year at the end of Policy
Year 30 would be $265,243.
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $16,170, ASSUMING THE 0% RETURN; $7,622, ASSUMING THE
6% RETURN; AND $3,515 ASSUMING THE 12% RETURN.
- --------------------------------------------------------------------------------
A-9
<PAGE>
Male Issue Age 45, Non-Smoker, Preferred Underwriting Risk
$250,000 Face Amount
Death Benefit Option 2
These values reflect GUARANTEED cost of insurance and other charges
<TABLE>
<CAPTION>
Premiums NET CASH SURRENDER VALUE POLICY ACCOUNT VALUE DEATH BENEFIT
Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
End of at 5% Annual Return of: Annual Return of: Annual Return of:
Policy Interest ------------------------------ ------------------------------ -------------------------------
Year Per Year 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ---- ------ -- -- --- -- -- --- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3,691 239 401 564 2,283 2,445 2,607 250,000 250,000 250,000
2 7,566 2,147 2,605 3,083 4,231 4,689 5,167 250,000 250,000 250,000
3 11,635 4,134 5,016 5,975 6,083 6,965 7,925 250,000 250,000 250,000
4 15,908 6,116 7,550 9,177 7,859 9,294 10,920 250,000 250,000 250,000
5 20,394 7,991 10,108 12,610 9,529 11,646 14,148 250,000 250,000 250,000
6 25,104 9,758 12,687 16,296 11,090 14,020 17,629 250,000 250,000 250,000
7 30,050 11,401 15,272 20,248 12,528 16,399 21,375 250,000 250,000 250,000
8 35,243 12,906 17,849 24,480 13,827 18,770 25,402 250,000 250,000 250,000
9 40,696 14,265 20,408 29,016 14,981 21,124 29,732 250,000 250,000 250,000
10 46,422 15,459 22,930 33,871 15,970 23,440 34,382 250,000 250,000 250,000
15 79,641 18,490 34,502 64,155 18,490 34,502 64,155 250,000 250,000 251,155
20 122,038 14,358 42,042 107,700 14,358 42,042 107,700 250,000 250,000 273,200
25 176,149 0 39,660 170,355 -2,343 39,660 170,355 250,000 250,000 312,355
30 245,209 20,861 80,968 261,713 20,861 80,968 261,713 250,000 250,000 380,713
</TABLE>
* After Policy Year 25 premiums are subject to recalculation because the
Guaranteed Premium Period has expired. The amount shown at the end of the Policy
Year 30 in the column entitled "Premiums Accumulated at 5% Interest Per Year"
reflects a premium recalculated based upon a 12% gross annual return. Assuming a
premium recalculated based upon a 0% gross annual return, the Premium
Accumulated at 5% Interest Per Year at the end of Policy Year 30 would be
$318,632, and assuming a premium recalculated based upon a 6% gross annual
return, the Premium Accumulated at 5% Interest Per Year at the end of Policy
Year 30 would be $308,650.
IT IS EMPHASIZED THAT THE HYPOTHETICAL RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL RESULTS MAY BE HIGHER OR
LOWER THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
ALLOCATIONS MADE BY A POLICYOWNER, THE FREQUENCY OF THE PREMIUM PAYMENTS CHOSEN
BY A POLICYOWNER, THE INVESTMENT EXPERIENCE OF THE POLICY'S VARIABLE INVESTMENT
OPTIONS, AND THE RATE OF INTEREST PAID ON AMOUNTS HELD IN THE FIXED-RATE OPTION.
THE DEATH BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE AND
BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR OTHER POLICY TRANSACTIONS WERE EFFECTED DURING THE PERIOD. NO
REPRESENTATIONS CAN BE MADE BY GIAC OR THE MUTUAL FUNDS THAT THE ILLUSTRATED
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
THE RECALCULATED BASIC SCHEDULED PREMIUM (ROUNDED TO THE NEAREST DOLLAR) AT
ATTAINED AGE 70 WOULD BE $16,170, ASSUMING THE 0% RETURN; $14,557, ASSUMING THE
6% RETURN; AND $3,515, ASSUMING THE 12% RETURN.
- --------------------------------------------------------------------------------
A-10
<PAGE>
APPENDIX B
LONG TERM MARKET TRENDS
This Appendix provides information about the historical returns on different
types of securities. This information is intended to help to provide a
perspective on the potential risks and rewards of investing in selected types of
securities over different periods of time. Together with an assessment of a
policyowner's financial goals, risk tolerance, time horizon and personal
expectations about investment performance, this information may be used to guide
allocation and transfer decisions. However, none of the historical returns
provided here are directly related to the performance of the Variable Investment
Options under a policy, and none of the mutual funds offered through the
Separate Account are managed to match the performance of unmanaged indices or
groups of securities. Most importantly, past performance does not assure future
results.
The source for the historical returns presented here is Stocks, Bonds, Bills and
Inflation (SBBI) 1998 Yearbook(TM), Ibbotson Associates, Chicago (Annually
updates work by Roger G. Ibbotson and Rex A. Sinquefield.) Used with permission.
All rights reserved. Ibbotson classifies securities as Large Company Stocks,
Small Company Stocks, Long-term Corporate Bonds, Long-term Government Bonds,
Intermediate-term Government Bonds and U.S. Treasury Bills. Inflation, as
measured by the Consumer Price Index for All Urban Consumers (CPI-U), is shown
for comparative purposes.
The returns reported by SBBI assume that dividends, capital gains and interest
are reinvested over time. The SBBI data do not reflect the effects of charges
associated with a Park Avenue Series life insurance policy. That information is
discussed under the prospectus heading "Deductions and Charges." It is imporant
to remember that although the policy's charges will reduce a policyowner's
returns, they permit GIAC to provide the benefits to policyowners and
beneficiaries.
AVERAGE ANNUAL HISTORICAL RETURNS FOR CERTAIN TYPES OF SECURITIES
The following data indicate that, historically, the long-term investment
performance of common stocks has been positive and generally superior to that of
other types of securities.
Annual Returns By Ibbotson Asset Class*
1926 to 1997
[THE FOLLOWING INFORMATION WAS REPRESENTED AS
A BAR GRAPH IN THE PRINTED MATERIAL.]
Average
Annual Returns
Ibbotson Asset Classes* 1926-1997
---------------------- ---------
A Large Company Stocks 11.0%
B Small Company Stocks 12.7%
C Long-Term Corporate Bonds 5.7%
D Long-Term Government Bonds 5.2%
E Intermediate-Term Government Bonds 5.3%
F US Treasury Bills 3.8%
G Inflation 3.1%
However, common stocks have also been subject to more dramatic changes in value
from year to year than other types of securities. The following bar chart shows
the ranges from highest to lowest of specific annual returns for each Ibbotson
Asset Class during the years 1926 through 1997. The accompanying table
identifies the returns for the best and worst years for each Ibbotson Asset
Class over the same span of time.
Range of Returns By Ibbotson Asset Class
One Year Holding Periods 1926-1997
[THE FOLLOWING INFORMATION WAS REPRESENTED AS
A BAR GRAPH IN THE PRINTED MATERIAL.]
One Year Returns
Ibbotson Asset Classes* Maximum Value Minimum Value
---------------------- -------------- --------------
A Large Company Stocks 53.99% (1933) -43.34%(1931)
B Small Company Stocks 142.87% (1933) -58.01%(1937)
C Long-Term Corporate Bonds 42.56% (1982) -8.09%(1969)
D Long-Term Government
Bonds 40.36% (1982) -9.18%(1967)
E Intermediate-Term
Government Bonds 29.10% (1982) -5.14%(1994)
F US Treasury Bills 14.71% (1981) -0.02%(1938)
G Inflation 18.16% (1946) -10.30%(1932)
- --------------------------------------------------------------------------------
B-1
<PAGE>
In 46 of the 72 one year holding periods charted by Ibbotson Associates for the
period 1926 through 1997, common stocks provided the highest returns of all
Asset Classes. Conversely, common stocks also experienced the highest number of
one year periods when losses occurred; 21 out of 72 periods for Small Company
Stocks and 20 out of 72 periods for Large Company Stocks.
A) Large Company Stock returns -- Represented by the Standard and Poor's 500
Stock Composite Index (S&P 500).
B) Small Company Stock returns -- Represented by the fifth capitalization
quintile of stocks on the New York Stock Exchange for 1926-1981 and the
performance of the Dimensional Fund Advisors (DFA) Small Company Fund
thereafter.
C) Long-term Corporate Bond returns --Represented by the Salomon Brothers
long-term , high grade corporate bond total return index.
D) Long-term Government Bond returns -- Measured using a one-bond portfolio with
maturity near 20 years.
E) Intermediate-term Government Bond returns -- Measured using a one-bond
portfolio with a maturity near 5 years.
F) U.S. Treasury Bill returns -- Measured by rolling over each month a one-bill
portfolio containing, at the beginning of each month, the bill having the
shortest maturity not less than one month.
G) Inflation -- The Consumer Price Index for All Urban Consumers (CPI-U), not
seasonally adjusted is used to measure inflation which is the rate of change of
consumer goods prices.
LENGTHENING THE HOLDING PERIOD TO REDUCE THE IMPACT OF SHORT-TERM VOLATILITY
The following bar chart shows the ranges from highest to lowest of the average
annual returns for each Ibbotson Asset Class during the 63 overlapping 10-year
periods within the years 1926 through 1997 (i.e., 1926-1935, 1927-1936 and so on
through 1987-1997). The accompanying table identifies the returns for the best
and worst 10-year periods for each Ibbotson Asset Class within the years 1926
through 1997.
Range of Returns
By Ibbotson Asset Class
63 Overlapping Ten Year Holding Periods
1926-1997
[THE FOLLOWING INFORMATION WAS REPRESENTED AS
A BAR GRAPH IN THE PRINTED MATERIAL.]
Ten Year Average Annual Returns
Ibbotson Asset Classes Maximum Value Minimum Value
---------------------- -------------- --------------
A Large Company Stocks 20.06% (1949-58) -0.89% (1929-38)
B Small Company Stocks 30.38% (1975-84) -5.70% (1929-38)
C Long-Term Corporate Bonds 16.32% (1982-91) 0.98% (1947-56)
D Long-Term Government Bonds 15.56% (1982-91) -0.07% (1950-59)
E Intermediate-Term
Government Bonds 13.13% (1982-91) 1.25% (1947-56)
F US Treasury Bills 9.17% (1978-87) 0.15% (1933-42)*
G Inflation 8.67% (1973-82) -2.57% (1926-35)
* Also (1934-43)
In 53 of the 63 10-year holding periods charted by Ibbotson Associates, common
stocks provided the highest returns of all Asset Classes, but also experienced
the highest number of 10-year periods when losses occurred; 2 out of 63 periods
for each of Small Company Stocks and Large Company Stocks. However, compared to
the results for one-year periods, volatility was reduced as the holding period
lengthened.
- --------------------------------------------------------------------------------
B-2
<PAGE>
When the holding period is lengthened to twenty years, common stocks provided
the highest returns of all Asset Classes in all 53 of the overlapping 20 year
periods within the years 1926 through 1997, and volatility was reduced even
further. Moreover, none of the Ibbotson Asset Classes realized negative returns
during the 53 periods.
Range of Returns
By Ibbotson Asset Class
53 Overlapping Twenty Year Holding Periods
1926-1997
[THE FOLLOWING INFORMATION WAS REPRESENTED AS
A BAR GRAPH IN THE PRINTED MATERIAL.]
Twenty Year Average Annual Returns
Ibbotson Asset Classes Maximum Value Minimum Value
---------------------- ------------- -------------
A Large Company Stocks 16.86% (1942-61) 3.11% (1929-48)
B Small Company Stocks 21.13% (1942-61) 5.74% (1929-48)
C Long-Term Corporate
Bonds 10.58% (1976-95) 1.34% (1950-69)
D Long-Term Government
Bonds 10.45% (1976-95) 0.69% (1950-69)
E Intermediate-Term
Government Bonds 9.85% (1974-93) 1.58% (1940-59)
F US Treasury Bills 7.72% (1972-91) 0.42% (1931-50)
G Inflation 6.36% (1966-85) 0.07% (1926-45)
Overall, the SBBI data show that, historically, the longer that a portfolio of
common stocks was held, the more likely it became that results would be positive
and superior to those for the other Asset Classes. The data also show that when
the holding period was shorter, the chance of loss was more likely for all Asset
Classes, but particularly for common stocks. These trends indicate that it may
be advantageous for a policyowner who hopes to achieve long-term positive
returns within a Park Avenue Series policy to keep the policy in force, and
select Variable Investment Options which are consistent with future goals.
STOCKS AND BONDS VERSUS INFLATION
The SBBI data also show that common stock returns have outpaced inflation in
each of the 53 overlapping 20-year periods within the years 1926 through 1997.
While the returns on the three Asset Classes of bonds demonstrated less
volatility over time, they have not always kept pace with inflation. The
following graphs depict these comparisons.
Comparison: Stocks and Bonds Versus Inflation
For Ibbotson Asset Classes
[GRAPHIC OMITTED]
- --------------------------------------------------------------------------------
B-3
<PAGE>
APPENDIX C
USES OF LIFE INSURANCE
The following are examples of ways in which the policy can be used to address
certain financial objectives, bearing in mind that variable life insurance is
not a short-term investment and that its primary purpose is to provide benefits
upon the death of the insured.
Family Income Protection
Life insurance may be purchased on the lives of a family's income earners to
provide a death benefit to cover final expenses, and continue the current income
to the family. The amount of insurance purchase should be an amount which will
provide a death benefit that when invested outside the policy at a reasonable
interest rate, will generate enough money to replace the insured's income.
Estate Protection
Life insurance may be purchased by a trust on the life of a person whose estate
will incur federal estate taxes upon his or her death. The amount of insurance
purchased should equal the amount of the estimated estate tax liability. Upon
the insured's death, the trustee could make the death proceeds available to the
estate for the payment of estate taxes.
Education Funding
Life insurance may be purchased on the life of the parent(s) or primary person
funding an education. The amount of insurance purchased should equal the total
education cost projected at a reasonable inflation rate.
In the event of the insured's death, the guaranteed death benefit is available
to help pay the education costs. If the insured lives through the education
years, the cash value accumulations may be accessed to help offset the remaining
education costs. Any policy loans or partial withdrawals will reduce the
policy's death benefit and may have tax consequences.
Mortgage Protection
Life insurance may be purchased on the life of the person(s) responsible for
making mortgage payments. The amount of insurance purchased should equal the
mortgage amount. In the event of the insured's death, the guaranteed death
benefit can be used to offset the remaining mortgage balance.
During the insured's lifetime, the cash value accumulations may be accessed late
in the mortgage term to help make the remaining mortgage payments. Any policy
loans or partial withdrawals will reduce the policy's death benefit and may have
tax consequences.
Key Person Protection
Life insurance may be purchased by a business on the life of a key person in an
amount equal to a key person's value, considering salary, benefits, and
contribution to business profits. Upon the key person's death, the business can
use the death benefit to ease the interruption of business operations and/or to
provide a replacement fund for hiring a new executive.
Business Continuation Protection
Life insurance may be purchased on the life of each business owner in an amount
equal to the value of each owner's business interest. In the event of death, the
guaranteed death benefit may provide the funds needed to carry out the purchase
of the deceased's business interest by the business, or surviving owners, from
the deceased owner's heirs.
Retirement Income
Life insurance may be purchased on the life of a family income earner during his
or her working life. If the insured lives to retirement, the cash value
accumulations may be accessed to provide retirement payments. In the event of
the insured's death, the proceeds may be used to provide retirement income to
his or her spouse. Any policy loans or partial withdrawals will reduce the
policy's death benefit and may have tax consequences.
* * * *
Because the policy provides a death benefit and cash surrender value, the policy
can be used for various individual and business planning purposes. Purchasing
the policy in part for such purposes entails certain risks, particularly if the
policy's cash surrender value, as opposed to its death benefit, will be the
principal policy feature used for such planning purposes. If Policy Premiums are
not paid, the investment performance of the Variable Investment Options to which
Policy Account Value is allocated is poorer than anticipated, or insufficient
cash surrender value is maintained, then the policy may lapse or may not
accumulate sufficient values to fund the purpose for which the policy was
purchased. Because the policy is designed to provide benefits on a long-term
basis, before purchasing a policy for a specialized purpose, a purchaser should
consider whether the long-term nature of the policy is consistent with the
purpose for which it is being considered. (See "Tax Effects.")
Policyowners are urged to consult competent tax advisors about the possible tax
consequences of pre-death distributions from any life insurance policy,
including Park Avenue Life.
- --------------------------------------------------------------------------------
C-1
<PAGE>
APPENDIX D
ADDITIONAL BENEFITS BY RIDER
Additional benefits are available by riders to the policy. Riders are issued
subject to GIAC's standards for classifying risks. GIAC charges premiums for
additional benefit riders. These premium amounts are included in the Policy
Premium charged to a Park Avenue Life policyowner, but rider premiums are not
allocated to the Variable Investment Options or fixed-rate option under the
policy. The benefits provided by the riders are fully described in the riders
and summarized here.
Waiver of Premium -- This rider provides for the waiver of Policy Premiums
while the insured is totally disabled.
Accidental Death Benefit -- This rider provides additional insurance
coverage if the insured's death results from accidental bodily injury.
Adjustable Renewable Term (ART) Insurance -- This rider provides term
insurance for one year periods.
By adding an ART rider to a Park Avenue Life policy, a policyowner can increase
the insurance coverage provided by the entire contract. Generally, term
insurance is intended to fill a temporary insurance need, and permanent (whole
life) insurance is intended to fill long-term insurance needs. Term insurance is
generally more economical for short periods, while permanent insurance is
generally more economical over longer periods. If a policyowner has a short-term
need for more insurance protection, it may be in his or her interest to
supplement a Park Avenue Life policy with an ART rider. When the need abates,
the rider can be terminated without triggering surrender charges, which are
imposed when the policy's coverage is reduced during the first 12 policy years.
See "Reducing the Face Amount" and "Deductions and Charges."
GIAC may from time to time discontinue the availability of one or more of these
riders, or make other riders available. GIAC agents can provide information
about the current availablity of particular riders.
- --------------------------------------------------------------------------------
D-1
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
UNDERTAKING PURSUANT TO RULE 484
Under Article VIII of GIAC's By-Laws, as supplemented by Section 3.2 of
GIAC's Certificate of Incorporation, any past or present director or officer of
GIAC (including persons who serve at GIAC's request or for its benefit as
directors or officers of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise [hereinafter referred to
as a "Covered Person"]) is indemnified to the fullest extent permitted by law
against liability and all expenses reasonably incurred by such Covered Person in
connection with any action, suit or proceeding to which such Covered Person may
be a party or otherwise involved by reason of being or having been a Covered
Person. However, this provision does not protect a Covered Person against any
liability to either GIAC or its stockholder to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
Covered Person's office. This provision does protect a director of GIAC against
any liability to GIAC or its stockholder for monetary damages or for breach of
fiduciary duty as a director of GIAC, except for liability (i) for any breach of
the director's duty of loyalty to GIAC or its stockholder, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
REPRESENTATION PURSUANT TO SECTION 26
GIAC hereby presents that the fees and charges deducted under the contract, in
the aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by GIAC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
Cross-reference to items required by Form N-8B-2.
The undertaking to file reports.
The undertaking pursuant to Rule 484.
The representation pursuant to Section 26 of The Investment Company Act of
1940.
The signatures.
Written consents of the following persons:
Richard T. Potter, Jr., Esq.
Charles G. Fisher, F.S.A.
Price Waterhouse LLP
II-1
<PAGE>
The following exhibits:
1.A (1) Resolution of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing The
Guardian Separate Account K.
(2) Not Applicable.
(3)(a), (b)
and (c) Distribution Agreements.
(4) Not Applicable.
(5) Specimen of the Variable Whole Life Insurance Policy with
Modified Scheduled Premiums.
(6)(a) Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc.
(6)(b) By-laws of The Guardian Insurance & Annuity Company, Inc.
(7) Not Applicable.
(8) Amended and Restated Agreement for Services and
Reimbursement Therefor between The Guardian Life Insurance
Company of America and The Guardian Insurance & Annuity
Company, Inc.
(9) Not Applicable.
(10) Form of Application for the Variable Whole Life Policy with
Modified Scheduled Premiums.
(11) Amended and Restated Memorandum on the Policy's Issuance,
Transfer, and Redemption Procedures and on the method of
computing cash adjustments upon exchange of the Policy.
2. See Exhibit 1.A(5).
3. (a)Opinion of Richard T. Potter, Jr., Esq.
3. (b)Consent of Richard T. Potter, Jr., Esq.
4. None.
5. Not Applicable.
6. Opinion and Consent of Charles G. Fisher, F.S.A.
7. Consent of Price Waterhouse LLP
8. Powers of Attorney executed by a majority of the Board of Directors
and certain principal officers of The Guardian Insurance & Annuity
Company, Inc.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, The
Guardian Separate Account K, certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York, on the 24th day of April, 1998.
THE GUARDIAN SEPARATE ACCOUNT K
(Name of Registrant)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Depositor)
By: s/ John M. Smith
-------------------------------------
John M. Smith
EXECUTIVE VICE PRESIDENT
Attest: s/ Sheri L. Kocen
---------------------------------
Sheri L. Kocen
COUNSEL
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following directors and
principal officers of The Guardian Insurance & Annuity Company, Inc. in the
capacities and on the date indicated.
s/ 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/ Edward K. Kane* Senior Vice President, General Counsel
- ----------------------------------- and Director
Edward K. Kane
s/ Frank L. Pepe Vice President and Controller
- -----------------------------------
Frank L. Pepe
(Principal Accounting Officer)
s/ John M. Smith Executive Vice President and Director
- -----------------------------------
John M. Smith
s/ Philip H. Dutter* Director
- -----------------------------------
Philip H. Dutter
s/ Arthur V. Ferrara* Director
- -----------------------------------
Arthur V. Ferrara
s/ Leo R. Futia* Director
- -----------------------------------
Leo R. Futia
s/ Peter L. Hutchings* Director
- -----------------------------------
Peter L. Hutchings
s/ William C. Warren* Director
- -----------------------------------
William C. Warren
*By: s/ John M. Smith Date: April 30, 1998
---------------------------------
John M. Smith
Executive Vice President
Pursuant to Power of Attorney
II-4
<PAGE>
The Guardian Separate Account K
Exhibit Index
Exhibit Number Description
- -------------- -----------
1.A (1) Resolution of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. establishing The
Guardian Separate Account K.
(2) Not Applicable.
(3)(a), (b)
and (c) Distribution Agreements.
(4) Not Applicable.
(5) Specimen of the Variable Whole Life Insurance Policy with
Modified Scheduled Premiums.
(6)(a) Certificate of Incorporation of The Guardian Insurance &
Annuity Company, Inc.
(6)(b) By-laws of The Guardian Insurance & Annuity Company, Inc.
(7) Not Applicable.
(8) Amended and Restated Agreement for Services and
Reimbursement Therefor between The Guardian Life Insurance
Company of America and The Guardian Insurance & Annuity
Company, Inc.
(9) Not Applicable.
(10) Form of Application for the Variable Whole Life Policy with
Modified Scheduled Premiums.
(11) Amended and Restated Memorandum on the Policy's Issuance,
Transfer, and Redemption Procedures and on the method of
computing cash adjustments upon exchange of the Policy.
2. See Exhibit 1.A(5).
3. (a)Opinion of Richard T. Potter, Jr., Esq.
3. (b)Consent of Richard T. Potter, Jr., Esq.
4. None.
5. Not Applicable.
6. Opinion and Consent of Charles G. Fisher, F.S.A.
7. Consent of Price Waterhouse LLP
8. Powers of Attorney executed by a majority of the Board of Directors
and certain principal officers of The Guardian Insurance & Annuity
Company, Inc.
Proposed GIAC Board Resolutions Relating to
Variable Life Insurance Product
RESOLVED, that the Board of Directors of GIAC hereby establishes, pursuant
to Section 2932 of the Delaware Insurance Code, a separate account to be
designated THE GUARDIAN SEPARATE ACCOUNT K (hereinafter in these resolutions
referred to as the "Account") to serve as a segregated asset account to receive,
hold and invest amounts arising from (a) premiums paid for the variable life
insurance policies issued by GIAC through the Account (the "Policies"); and (b)
such assets of GIAC as the proper officers of GIAC may deem prudent and
appropriate to have invested in the same manner as the assets applicable to its
reserve liability under the Policies and lodged in the Account, and such
amounts, together with the dividends, interest and gains produced thereby shall
be invested and reinvested, subject to the rights of the holders of such
Policies, in units of the Account at the value of such units at the time of
acquisition; and it is further
RESOLVED, that the Board of Directors hereby approves offering allocation
options to owners of the Policies through the Account which correspond to: The
Guardian Stock Fund, Inc., The Guardian Bond Fund, Inc., The Guardian Cash Fund,
Inc., Baillie Gifford International Fund, Inc., Value Line Centurion Fund, Value
Line Strategic Asset Management Trust or other open-end management investment
companies registered with the Securities and Exchange Commission ("SEC") under
the Investment Company Act of 1940 (the "1940 Act") or other categories of
investments which may hereafter be designated by the officers of GIAC; and it is
further
RESOLVED, that GIAC shall abide by the conditions imposed by the SEC and
set forth in Investment Company Act Release Number 14685 (August 20, 1985)
regarding the offer of shares of registered open-end management investment
companies to multiple GIAC separate accounts in connection with the operation of
the Separate Account; and it is further
RESOLVED, the Account shall be registered as a unit investment trust under
the 1940 Act and the Securities Act of 1933 ("the 1933 Act"), and that the
officers of GIAC be and they hereby are authorized to sign and file with the
SEC, or cause to be signed and filed with the SEC, a registration statement on
behalf of the Account, as registrant, under the 1933 Act ("1933 Act
Registration") together with any exemptive applications, no-action requests or
other documents as they may deem necessary to effectuate registration of the
units of the Account; and it is further
<PAGE>
RESOLVED, that the officers of GIAC are authorized and directed to sign
and file with the SEC, or cause to be signed and filed with the SEC, amendments
of such 1933 Act Registration or other documents as they may deem necessary or
advisable from time to time respecting the Account; and it is further
RESOLVED, that the signature of any director or officer of GIAC required
by law to affix his signature to such 1933 Act Registration, or to any amendment
thereof, may be affixed by said director or officer personally, or by an
attorney-in-fact duly constituted in writing by said director or officer to sign
his name thereto in the form of power of attorney attached hereto as Exhibit A;
and it is further
RESOLVED, that the officers of GIAC are authorized and directed to employ
Guardian Investor Services Corporation to serve as distributor of the Policies
and to prepare any and all agreements as they may deem necessary or desirable
for the provision of such services to the Account with the advice of counsel,
subject to final approval by the Board of Directors of GIAC or by the Executive
Committee of the Board; and it is further
RESOLVED, that the officers of GIAC are authorized and directed to sign
and file with the SEC, or cause to be signed and filed with the SEC, such
periodic reports under the 1940 Act respecting the Account as they may deem
necessary or advisable from time to time; and it is further
RESOLVED, that the Board of Directors of GIAC authorizes $100,000 in the
aggregate be deposited into the Account as "seed capital" to commence its
operations and that the officers of GIAC are given discretion as to the timing
of such deposit of seed capital; and it is further
RESOLVED, that the officers of GIAC be and they hereby are authorized to
take whatever steps that may be necessary or desirable, with the advice of
counsel, to comply with such laws and regulations of the several states as may
be applicable to the establishment of the Account and the sale of the Policies;
and it is further
RESOLVED, that the officers of GIAC be and they hereby are authorized, in
the name and on behalf of GIAC, to execute and deliver such corporate documents
and certificates and to take such further action as may be necessary or
desirable, with the advice of counsel, in order to effectuate the purposes of
the foregoing resolutions.
<PAGE>
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that _______________________ whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr. and Richard T. Potter, Jr. and each of them his attorney-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any registration statements and amendments to registration statements for THE
GUARDIAN SEPARATE ACCOUNT K and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Dated , 1993 ______________________________
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
AGREEMENT OF AGENCY
Agreement made this _________ day of ________by and between ___________________
("Principal") and __________________ ("Agent ").
1. The undersigned is presently an Agent in accordance with an
Agreement of Agency ("Guardian Life Agency Agreement") with the
Principal named above, endorsed by The Guardian Life Insurance
Company of America ("Guardian Life") and bearing an effective date
of _________________.
2. The Principal hereby appoints the Agent with the endorsement of The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware
Corporation and a wholly-owned subsidiary of Guardian Life, for the
limited purpose of soliciting applications for GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed
under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium
Variable Universal Life Policies marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the
PAL name. Where necessary or appropriate, this Agreement will
distinguish between them by appending the year of introduction.
Currently, there are two policies marketed under this name - "PAL
`95 and PAL `97."
3. The Agent shall at all times be associated with Guardian Investor
Services Corporation ("GISC"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of GISC. The Agent must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for PAL and VUL contracts occur. The Agent may solicit
for and sell PAL and VUL contracts in any jurisdiction where such
contracts are filed and approved for sale by the governmental
authorities having jurisdiction, provided the Agent is validly
licensed, registered or otherwise qualified as required for the
solicitation and sale of the PAL and VUL contracts in such
jurisdictions.
1
<PAGE>
4. To the extent applicable, the Agent shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and
local) in which the Agent solicits applications for and sells PAL
and VUL contracts; (b) federal laws and the rules, regulations of
the SEC; (c) the rules of the NASD; (d) the rules and procedures of
GISC, and (e) the rules and procedures of GIAC. The Agent
understands that failure to comply with such laws, rules,
regulations and procedures may result in disciplinary action against
the Agent by the SEC, a state or other local regulatory agency that
has jurisdiction, the NASD, GISC and GIAC. Before any solicitations
or sales of PAL and VUL are made, the Agent shall become familiar
with and abide by the laws, rules, regulations and procedures of all
of the above mentioned agencies or parties as are currently in
effect and as they may be changed from time to time.
5. The Agent shall have all applications for PAL and VUL accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through GISC together with all payments
received from applicants without any reductions. The Agent shall
cause all checks or orders for PAL and VUL to be made payable to
GIAC. GIAC shall reject any application that is submitted by or on
behalf of an Agent not appropriately licensed as required by
paragraph 3 of this Agreement.
6. The Agent shall not make any statements concerning PAL and VUL
except those that are contained in the current prospectuses for PAL
and VUL and the prospectuses for their underlying variable
investment options and shall not solicit for applications or make
sales through the use of mailings, advertisements or sales
literature or any other method of contact unless the material or a
complete description of the method has been filed with the NASD and
received written Approval of GISC from a Registered Principal whose
office is located in a GISC Office of Supervisory Jurisdiction as
that term is defined by NASD rules.
7. In connection with the Agent's appointment for the purpose set forth
in paragraph 2 above, the entire Guardian Life Agency Agreement
referred to above and attached hereto as the Exhibit, including all
compensation adjustment and service fee provisions, is incorporated
herein by reference. All references to "Company"
2
<PAGE>
within the Guardian Life Agency Agreement shall apply with full
force and effect to GIAC. Additionally, the Registered
Representative's Agreement between the Agent and GISC and the
Agent's Agreement between the Agent and GIAC are incorporated herein
by reference and attached hereto as Exhibits.
8. The Agent shall be paid commissions on PAL as outlined in Appendix A
of this Agreement.
9. The Agent shall be paid commissions on VUL as outlined in Appendix B
of this Agreement.
10. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
11. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Agency Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES
OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
- ----------------------- --------------------------
WITNESS PRINCIPAL
- ----------------------- --------------------------
WITNESS AGENT
3
<PAGE>
APPENDIX A
A. Commission Schedule (Percentages of Premium)
- ---------------------------------------------------------
Policy Years Policy Premiums Unscheduled Payments
- ---------------------------------------------------------
1 50% 3%
- ---------------------------------------------------------
2 through 10 5% 3%
- ---------------------------------------------------------
The first policy year commission rate of 50% on policy premiums shall be reduced
where policies are issued at ages over 70 with actual rates payable determined
by deducting from the figure 120 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL `95 Policies
First policy year commissions on policy premiums shall be charged back to the
Agent on PAL `95 policies that are surrendered or lapsed prior to the policies
having been in force for at least eighteen months in accordance with the
following:
- ------------------------------------------------------------------------
Policy Months of PAL `95 Surrenders or Lapses Chargeback Percentages
- ------------------------------------------------------------------------
1-3 75%
- ------------------------------------------------------------------------
4-6 70%
- ------------------------------------------------------------------------
7-10 65%
- ------------------------------------------------------------------------
11-13 55%
- ------------------------------------------------------------------------
14 50%
- ------------------------------------------------------------------------
15 40%
- ------------------------------------------------------------------------
16 30%
- ------------------------------------------------------------------------
17 20%
- ------------------------------------------------------------------------
18 10%
- ------------------------------------------------------------------------
4
<PAGE>
APPENDIX A (CONTINUED)
PAL chargebacks not immediately repaid on demand by the Agent to the Principal
(or to the Company if the Company should be the Principal) shall constitute an
indebtedness under the terms of the Guardian Life Agency Agreement.
5
<PAGE>
APPENDIX B
A. Commission Schedule (Percentages of Premium)
- -----------------------------------------------------
Policy Years Target Premiums Excess Premiums
- -----------------------------------------------------
1 45% 3%
- -----------------------------------------------------
2 through 10 3% 3%
- -----------------------------------------------------
6
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular
7
<PAGE>
compensation on subsequent premium received will be based on lower target
premium (i.e. The total of renewal compensation payable will be based on
nine
APPENDIX C (CONTINUED)
times the lower target premium). Any premium amount applied over such
lower target premium will be compensated at excess rates for policy years
2 through 10 and at service fee rates for policy years 11 and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
FIELD REPRESENTATIVE AGREEMENT
Agreement made this _________ day of ________by and between The Guardian
Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and a
wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its principal office located at 201 Park Avenue South,
New York, New York, 10003 and ___________________ ("Field Representative"). .
1. The undersigned is presently a Field Representative of Guardian Life
in accordance with a Field Representative Agreement bearing an
effective date of ___________________("Guardian Life FR Agreement").
2. GIAC hereby appoints the Field Representative for the limited
purpose of soliciting applications for GIAC's Variable Whole Life
Insurance Policies with Modified Scheduled Premiums marketed under
the name Park Avenue Life ("PAL") and GIAC's Flexible Premium
Variable Universal Life Policies marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the
PAL name. Where necessary or appropriate, this Agreement will
distinguish between them by appending the year of introduction.
Currently, there are two policies marketed under this name -- "PAL
`95 and PAL `97."
3. The Field Representative shall at all times be associated with
Guardian Investor Services corporation ("GISC"), a Broker-Dealer
registered with the Securities and Exchange Commission ("SEC") and a
member of the National Association of Securities Dealers, Inc.
("NASD") as an NASD Registered Representative or NASD Registered
Principal and, if the particular jurisdiction requires, shall be
licensed or registered as a securities agent of GISC. The Field
Representative must at all times be validly licensed, registered or
appointed by GIAC as a variable contracts agent in accordance with
the requirements of the jurisdiction where solicitations for PAL and
VUL contracts occur. The Field Representative may solicit for and
sell PAL and VUL contracts in any jurisdiction where such contracts
are filed and approved for sale by the governmental authorities
having jurisdiction, provided the Field Representative is validly
licensed, registered or otherwise qualified as required for the
solicitation and sale of the PAL and VUL contracts in such
jurisdictions.
1
<PAGE>
4. To the extent applicable, the Field Representative shall comply
strictly with: (a) the laws, rules and regulations of all
jurisdictions (state and local) in which the Field Representative
solicits applications for and sells PAL and VUL contracts; (b)
federal laws and the rules, regulations of the SEC; (c) the rules of
the NASD; (d) the rules and procedures of GISC, and (e) the rules
and procedures of GIAC. The Field Representative understands that
failure to comply with such laws, rules, regulations and procedures
may result in disciplinary action against the Field Representative
by the SEC, a state or other local regulatory agency that has
jurisdiction, the NASD, GISC and GIAC. Before any solicitations or
sales of PAL and VUL are made, the Field Representative shall become
familiar with and abide by the laws, rules, regulations and
procedures of all of the above mentioned agencies or parties as are
currently in effect and as they may be changed from time to time.
5. The Field Representative shall have all applications for PAL and VUL
accurately completed or reviewed and signed by the applicant and
shall submit the applications to GIAC through GISC together with all
payments received from applicants without any reductions. The Field
Representative shall cause all checks or orders for PAL and VUL to
be made payable to GIAC. GIAC shall reject any application that is
submitted by or on behalf of a Field Representative not
appropriately licensed as required by paragraph 3 of this Agreement.
6. The Field Representative shall not make any statements concerning
PAL and VUL except those that are contained in the current
prospectuses for PAL and VUL and the prospectuses for their
underlying variable investment options and shall not solicit for
applications or make sales through the use of mailings,
advertisements or sales literature or any other method of contact
unless the material or a complete description of the method has been
filed with the NASD and received written Approval of GISC from a
Registered Principal whose office is located in a GISC Office of
Supervisory Jurisdiction as that term is defined by NASD rules.
7. In connection with the appointment of the undersigned as a GIAC
Field Representative for the purpose set forth in paragraph 2 above,
the entire Guardian Life FR Agreement referred to above and attached
2
<PAGE>
hereto as the Exhibit, including all compensation adjustment and
service fee provisions, is incorporated herein by reference.
Guardian Life FR Agreement compensation provisions that do not apply
to PAL and VUL are as noted below. All references to "Company"
within the Guardian Life Agency Agreement shall apply with full
force and effect to GIAC. Additionally, the Registered
Representative's Agreement between the Field Representative and GISC
and the Agent's Agreement between the Field Representative and GIAC
are incorporated herein by reference and attached hereto as
Exhibits.
8. Field Representative compensation on PAL is described in Appendix A
of the Agreement.
9. Field Representative compensation on VUL is described in Appendix B
of this Agreement.
10. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
11. This Agreement may be terminated as outlined in Paragraph 14 of the
Guardian Life FR Agreement. In addition, it shall be automatically
terminated if the Guardian Life FR Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE FIELD REPRESENTATIVE THAT THIS AGREEMENT
SHALL NOT BE EFFECTIVE UNLESS THE FIELD REPRESENTATIVE IS VALIDLY LICENSED IN
ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR
PAL AND VUL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
- ----------------------- --------------------------
WITNESS PRINCIPAL
- ----------------------- --------------------------
WITNESS FIELD REPRESENTATIVE
3
<PAGE>
APPENDIX A
A. FR Compensation Schedule
- --------------------------------------------------------------------------------
LPC Factor on Unscheduled Payments Unscheduled Payments
Policy Years Policy Premiums 1985 Version FRs 1956/1967 Version FRs
- --------------------------------------------------------------------------------
1 36 3.5% 3%
- --------------------------------------------------------------------------------
2 through 10 * 3.5% 3%
- --------------------------------------------------------------------------------
* Renewal compensation for preceding employment years on PAL policy premiums
shall be the same as set forth in the Field Representatives Plan manuals for
existing Plan versions (except that the rates applicable under Part A shall be
50% of standard rates, and in the case of the PAL `95 product only, Part C shall
be entirely replaced by Part D as outlined below for those Field Representatives
belonging to the 1985 FR Plan version). FR Plan compensation factors shall
operate in accordance with the effective date of the Guardian Life FR Agreement.
The first policy year LPC factor of 36 on policy premiums shall be reduced where
policies are issued at ages over 70 with actual rates payable determined by
deducting from the figure 106 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal compensation on such
payments shall be calculated at 5% and applied up to amounts of premium that
correspond to renewal PAL policy premiums that would otherwise have been paid if
not for the Premium Skip Option being in effect with standard renewal rates on
unscheduled payments applied to any premiums received above such PAL policy
premium levels.
B. First Policy Year Compensation Chargebacks on PAL `95 Policies
Basic first policy year compensation on policy premiums at $13.75 per thousand
of life production credits shall be charged back to Field Representatives on PAL
`95 policies that are surrendered or lapsed prior to the policies having been in
force for at least eighteen months in accordance with the following:
4
<PAGE>
APPENDIX A (CONTINUED)
- --------------------------------------------------------------------------------
Policy Months of PAL '95 Chargeback Percentages Chargeback Percentages
Surrenders or Lapses 1956/1967 Version FRs 1985 Version FRs
- --------------------------------------------------------------------------------
1-3 75% 82%
- --------------------------------------------------------------------------------
4-6 70% 77%
- --------------------------------------------------------------------------------
7-10 65% 71%
- --------------------------------------------------------------------------------
11-13 55% 60%
- --------------------------------------------------------------------------------
14 50% 55%
- --------------------------------------------------------------------------------
15 40% 44%
- --------------------------------------------------------------------------------
16 30% 33%
- --------------------------------------------------------------------------------
17 20% 22%
- --------------------------------------------------------------------------------
18 10% 11%
- --------------------------------------------------------------------------------
5
<PAGE>
APPENDIX B
A. FR Compensation Schedule
- -----------------------------------------------------
LPC Factor on
Policy Years Target Premiums Excess Premiums
- -----------------------------------------------------
1 33 3.5%
- -----------------------------------------------------
2 through 10 * 3.5%
- -----------------------------------------------------
*3.5% policy years two through ten and 2.0% policy years eleven and over
credited as Commission Equivalent Compensation (PGF)
VUL compensation shall cease at termination except in the event of retirement in
accordance with Section II, Subsection K, Paragraph 1 of the Field
Representatives' Plan or possibly in the event of death in accordance with
Section II, Subsection L, Paragraph 1 of the Field Representatives' Plan.
6
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be based on nine
7
<PAGE>
APPENDIX C (CONTINUED)
times the lower target premium). Any premium amount applied over such
lower target premium will be compensated at excess rates for policy years
2 through 10 and at service fee rates for policy years 11 and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
BROKERAGE AGREEMENT
Agreement made this _________ day of ________by and between ___________________
("Principal") and __________________ ("Broker").
1. The undersigned is presently a Broker in accordance with a Brokerage
Agreement ("Guardian Life Broker Agreement") with the Principal
named above, endorsed by The Guardian Life Insurance Company of
America ("Guardian Life") and bearing an effective date of
_________________.
2. The Principal hereby appoints the Broker with the endorsement of The
Guardian Insurance & Annuity Company, Inc. (GIAC), a Delaware
Corporation and a wholly-owned subsidiary of Guardian Life, for the
limited purpose of soliciting applications for GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed
under the name Park Avenue Life ("PAL") and GIAC's Flexible Premium
Variable Universal Life Policies marketed under the name Park Avenue
VUL ("VUL"). There may be one or more policies marketed under the
PAL name. Where necessary or appropriate, this Agreement will
distinguish between them by appending the year of introduction.
Currently, there are two policies marketed under this name - "PAL
`95 and PAL `97."
3. The Broker shall at all times be associated with Guardian Investor
Services corporation ("GISC"), a Broker-Dealer registered with the
Securities and Exchange Commission ("SEC") and a member of the
National Association of Securities Dealers, Inc. ("NASD") as an NASD
Registered Representative or NASD Registered Principal and, if the
particular jurisdiction requires, shall be licensed or registered as
a securities agent of GISC. The Broker must at all times be validly
licensed, registered or appointed by GIAC as a variable contracts
agent in accordance with the requirements of the jurisdiction where
solicitations for PAL and VUL contracts occur. The Broker may
solicit for and sell PAL and VUL contracts in any jurisdiction where
such contracts are filed and approved for sale by the governmental
authorities having jurisdiction, provided the Broker is validly
licensed, registered or otherwise qualified as required for the
solicitation and sale of the PAL and VUL contracts in such
jurisdictions.
1
<PAGE>
4. To the extent applicable, the Broker shall comply strictly with :
(a) the laws, rules and regulations of all jurisdictions (state and
local) in which the Broker solicits applications for and sells PAL
and VUL contracts; (b) federal laws and the rules, regulations of
the SEC; (c) the rules of the NASD; (d) the rules and procedures of
GISC, and (e) the rules and procedures of GIAC. The Broker
understands that failure to comply with such laws, rules,
regulations and procedures may result in disciplinary action against
the Broker by the SEC, a state or other local regulatory agency that
has jurisdiction, the NASD, GISC and GIAC. Before any solicitations
or sales of PAL and VUL are made, the Broker shall become familiar
with and abide by the laws, rules, regulations and procedures of all
of the above mentioned agencies or parties as are currently in
effect and as they may be changed from time to time.
5. The Broker shall have all applications for PAL and VUL accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through GISC together with all payments
received from applicants without any reductions. The Broker shall
cause all checks or orders for PAL and VUL to be made payable to
GIAC. GIAC shall reject any application that is submitted by or on
behalf of a Broker not appropriately licensed as required by
paragraph 3 of this Agreement.
6. The Broker shall not make any statements concerning PAL and VUL
except those that are contained in the current prospectuses for PAL
and VUL and the prospectuses for their underlying variable
investment options and shall not solicit for applications or make
sales through the use of mailings, advertisements or sales
literature or any other method of contact unless the material or a
complete description of the method has been filed with the NASD and
received written Approval of GISC from a Registered Principal whose
office is located in a GISC Office of Supervisory Jurisdiction as
that term is defined by NASD rules.
7. In connection with the Broker's appointment for the purpose set
forth in paragraph 2 above, the entire Guardian Life Broker
Agreement referred to above and attached hereto as the Exhibit,
including all compensation adjustment and service fee provisions, is
incorporated herein by reference. All references to "Company"
2
<PAGE>
within the Guardian Life Broker Agreement shall apply with full
force and effect to GIAC. Additionally, the Registered
Representative's Agreement between the Broker and GISC and the
Agent's Agreement between the Broker and GIAC are incorporated
herein by reference and attached hereto as Exhibits.
8. The Broker shall be paid commissions on PAL as outlined in Appendix
A of this Agreement.
9. The Broker shall be paid commissions on VUL as outlined in Appendix
B of this Agreement.
10. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix C of this Agreement.
11. It shall be understood that this Agreement is automatically
terminated if the Guardian Life Broker Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE BROKER THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE BROKER IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR PAL AND VUL POLICIES
OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
- ----------------------- --------------------------
WITNESS PRINCIPAL
- ----------------------- --------------------------
WITNESS BROKER
3
<PAGE>
APPENDIX A
A. Commission Schedule (Percentages of Premium)
- ---------------------------------------------------------
Policy Years Policy Premiums Unscheduled Payments
- ---------------------------------------------------------
1 50% 3%
- ---------------------------------------------------------
2 through 10 5% 3%
- ---------------------------------------------------------
The first policy year commission rate of 50% on policy premiums shall be reduced
where policies are issued at ages over 70 with actual rates payable determined
by deducting from the figure 120 ages of applicable insureds as of policy issue
dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL `95 Policies
First policy year commissions on policy premiums shall be charged back to the
Broker on PAL `95 policies that are surrendered or lapsed prior to the policies
having been in force for at least eighteen months in accordance with the
following:
- ------------------------------------------------------------------------
Policy Months of PAL `95 Surrenders or Lapses Chargeback Percentages
- ------------------------------------------------------------------------
1-3 75%
- ------------------------------------------------------------------------
4-6 70%
- ------------------------------------------------------------------------
7-10 65%
- ------------------------------------------------------------------------
11-13 55%
- ------------------------------------------------------------------------
14 50%
- ------------------------------------------------------------------------
15 40%
- ------------------------------------------------------------------------
16 30%
- ------------------------------------------------------------------------
17 20%
- ------------------------------------------------------------------------
18 10%
- ------------------------------------------------------------------------
4
<PAGE>
APPENDIX A (CONTINUED)
PAL chargebacks not immediately repaid on demand by the Broker to the Principal
(or to the Company if the Company should be the Principal) shall constitute an
indebtedness under the terms of the Guardian Life Broker Agreement.
5
<PAGE>
APPENDIX B
A. Commission Schedule (Percentages of Premium)
- -----------------------------------------------------
Policy Years Target Premiums Excess Premiums
- -----------------------------------------------------
1 45% 3%
- -----------------------------------------------------
2 through 10 3% 3%
- -----------------------------------------------------
6
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such
7
<PAGE>
APPENDIX C (CONTINUED)
decrease will serve to reduce target premium for the full period so that
any regular compensation on subsequent premium received will be based on
lower target premium (i.e. The total of renewal compensation payable will
be based on nine times the lower target premium). Any premium amount
applied over such lower target premium will be compensated at excess rates
for policy years 2 through 10 and at service fee rates for policy years 11
and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
AGREEMENT OF GENERAL AGENCY
Agreement made this _________ day of ____________, 19___ by and between The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and
a wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its Principal office located at 201 Park Avenue South,
New York, New York, 10003 and ________________ ("Principal").
1. The undersigned Principal is presently a General Agent of Guardian
Life in accordance with an Agreement of General Agency bearing an
effective date of _______________ ("Guardian Life GA Agreement").
2. GIAC hereby appoints the Principal a General Agent of GIAC for the
limited purpose of conducting and overseeing the business relating
to GIAC's Variable Whole Life Insurance Policies with Modified
Scheduled Premiums marketed under the name Park Avenue Life ("PAL")
and GIAC's Flexible Premium Variable Universal Life policy marketed
under the name Park Avenue VUL ("VUL"). There may be one or more
policies marketed under the PAL name and, where necessary or
appropriate, this Agreement will distinguish between them by
appending the year of introduction. Currently, there are two
policies marketed under this name - "PAL `95 and PAL `97."
3. The Principal shall at all times be associated with Guardian
Investor Services Corporation ("GISC"), a Broker-Dealer registered
with the Securities and Exchange Commission ("SEC") and a member of
the National Association of Securities Dealers, Inc. ("NASD") as an
NASD Registered Representative or NASD Registered Principal and, if
the particular jurisdiction requires, shall be licensed or
registered as a securities agent of GISC. The Principal must at all
times be validly licensed, registered or appointed by GIAC as a
variable contracts agent in accordance with the requirements of the
jurisdiction where solicitations for PAL and VUL contracts occur.
The Principal, his agents, brokers and Field Representatives may
solicit for and sell PAL and VUL contracts in any jurisdiction where
such contracts are filed and approved for sale by the governmental
authorities having jurisdiction, provided the Principal, his agents,
brokers and Field Representatives are all validly licensed,
registered or otherwise qualified as required for the solicitation
and sale of the PAL and VUL contracts in such jurisdictions.
4. To the extent applicable, the Principal shall comply strictly with:
(a) the laws, rules and regulations of all jurisdictions (state and
local) in which
1
<PAGE>
the Principal, his agents, brokers and Field Representatives solicit
applications for and sell PAL and VUL contracts; (b) federal laws
and the rules and regulations of the SEC; (c) the rules of the NASD;
(d) the rules and procedures of GISC, and (e) the rules and
procedures of GIAC. The Principal understands that failure to comply
with such laws, rules, regulations and procedures may result in
disciplinary action against the Principal by the SEC, a state or
other local regulatory agency that has jurisdiction, the NASD, GISC
or GIAC. Before any solicitations or sales of PAL and VUL are made,
the Principal shall become familiar with and abide by the laws,
rules, regulations and procedures of all the above mentioned
agencies or parties as are currently in effect and as they may be
changed from time to time.
5. The Principal shall have all applications for PAL and VUL accurately
completed or reviewed and signed by the applicant and shall submit
the applications to GIAC through GISC together with all payments
received from applicants without any reductions. The Principal, his
agents, brokers and Field Representatives shall cause all checks or
orders for PAL and VUL to be made payable to GIAC. GIAC shall reject
any application that is submitted by or on behalf of a Principal,
his agents, brokers and Field Representatives not appropriately
licensed as required by paragraph 3 of this Agreement.
6. The Principal, his agents, brokers and Field Representatives shall
not make any statements concerning PAL and VUL except those that are
contained in the current prospectuses for PAL and VUL and the
prospectuses for their underlying variable investment options and
they shall not solicit for applications or make sales through the
use of mailings, advertisements or sales literature or any other
method of contact unless the material or a complete description of
the method has been filed with the NASD and received written
approval of GISC from a Registered Principal whose office is located
in a GISC Office of Supervisory Jurisdiction as that term is defined
by NASD rules.
7. In connection with the Principal's appointment as a GIAC General
Agent for the purpose set forth in paragraph 2 above, the entire
Guardian Life GA Agreement referred to above and attached hereto as
the Exhibit, including all compensation adjustment provisions, is
incorporated herein by reference. Guardian Life GA Agreement
compensation provisions that do not apply to PAL and VUL are as
noted below. All references to "Company" within the Guardian Life GA
Agreement shall apply with full force and effect to GIAC.
Additionally, the Registered Representative's Agreement between the
Principal and GISC and the Agent's Agreement between the Principal
and GIAC are incorporated herein by reference and attached hereto as
Exhibits.
2
<PAGE>
8. The Principal shall be paid overriding commissions for sales of PAL
and VUL policies as outlined in Appendix A of this Agreement.
9. Expense Allowance Payment ("EAP") provisions contained in Section 4
and Appendix G of the Guardian Life GA Agreement shall not apply to
PAL and VUL (except for the use of PAL and VUL first year
commissions on policy premiums in determining the rate that will
apply to non-PAL business in accordance with the provisions
contained in Appendix G, Schedule G-II, (B) 2). The Principal shall
instead receive EAP on PAL and VUL as outlined in Appendix B of this
Agreement.
10. The Principal shall be paid commissions on personally produced PAL
and VUL business as outlined in Appendix C of this Agreement .
11. Allocation of VUL premiums and the effect thereof on compensation is
described in Appendix D of this Agreement.
12. The Principal shall be responsible to the Company for any
indebtedness resulting from PAL chargebacks applied to PAL business
personally produced by the Principal and to PAL business produced by
the agents, brokers and Field Representatives of the Principal.
13. This Agreement may be terminated as outlined in Section 5 of the
Guardian Life GA Agreement. In addition, it shall be automatically
terminated if the Guardian Life GA Agreement, GISC Registered
Representative Agreement or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE PRINCIPAL THAT THIS AGREEMENT SHALL NOT
BE EFFECTIVE UNLESS THE PRINCIPAL IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE PRINCIPAL AND THE
AGENTS, BROKERS AND FIELD REPRESENTATIVES OF THE PRINCIPAL FOR PAL AND VUL
POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the day and year first written above.
- ------------------- -------------------------
WITNESS John M. Fagan
- ------------------- -------------------------
WITNESS General Agent
3
<PAGE>
APPENDIX A
A. Overriding Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------
PAL Unscheduled
Payments & VUL
Policy Years PAL Policy Premiums VUL Target Premiums Excess Premiums
- --------------------------------------------------------------------------
1 5% 5% 0.5%
- --------------------------------------------------------------------------
2 through 5 4% 3% 0.5%
- --------------------------------------------------------------------------
6 through 10 2% 3% 0.5%
- --------------------------------------------------------------------------
No overrides on PAL policies shall be payable on PAL policy premiums skipped
under the Premium Skip Option of the PAL policy. If unscheduled payments are
received when policies should be on the Premium Skip Option, renewal overrides
on such payments shall be based on renewal rates of PAL policy premiums applied
up to amounts of premium that correspond to renewal PAL policy premiums that
would otherwise have been paid if not for the Premium Skip Option being in
effect with standard renewal rates on unscheduled payments applied to any
premiums received above such PAL policy premium levels.
B. First Policy Year Overriding Commission Chargebacks on PAL `95 Policies
First policy year overriding commissions on policy premiums shall be charged
back to the Principal on PAL `95 policies that are surrendered or lapsed prior
to the policies having been in force for at least 18 months in accordance with
the following:
- ------------------------------------------------------------------------
Policy Months of PAL `95 Surrenders or Lapses Chargeback Percentages
- ------------------------------------------------------------------------
1-3 75%
- ------------------------------------------------------------------------
4-6 70%
- ------------------------------------------------------------------------
7-10 65%
- ------------------------------------------------------------------------
11-13 55%
- ------------------------------------------------------------------------
14 50%
- ------------------------------------------------------------------------
15 40%
- ------------------------------------------------------------------------
16 30%
- ------------------------------------------------------------------------
17 20%
- ------------------------------------------------------------------------
18 10%
- ------------------------------------------------------------------------
4
<PAGE>
APPENDIX B
A. Expense Allowance Payments (Percentages of First Year Commissions)
------------------
Product Rate
------------------
PAL 62%
------------------
VUL 69%
------------------
The term "first year commissions" shall be understood to include first policy
year Field Representative compensation at $13.75 per 1,000 of life production
credits.
B. First Policy Year EAP Chargebacks on PAL `95 Policies
EAP on policy premiums shall be charged back to the Principal on PAL `95
policies that are surrendered or lapsed prior to the policies having been in
force for at least 18 months in accordance with the following:
- ------------------------------------------------------------------------
Policy Months of PAL `95 Surrenders or Lapses Chargeback Percentages
- ------------------------------------------------------------------------
1-3 75%
- ------------------------------------------------------------------------
4-6 70%
- ------------------------------------------------------------------------
7-10 65%
- ------------------------------------------------------------------------
11-13 55%
- ------------------------------------------------------------------------
14 50%
- ------------------------------------------------------------------------
15 40%
- ------------------------------------------------------------------------
16 30%
- ------------------------------------------------------------------------
17 20%
- ------------------------------------------------------------------------
18 10%
- ------------------------------------------------------------------------
5
<PAGE>
APPENDIX C
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------
PAL Unscheduled
Payments & VUL
Policy Years PAL Policy Premiums VUL Target Premiums Excess Premiums
- --------------------------------------------------------------------------
1 50% 45% 3%
- --------------------------------------------------------------------------
2 through 10 5% 3% 3%
- --------------------------------------------------------------------------
The first policy year commission rates of 50% on PAL and 45% on VUL shall be
reduced where policies are issued at ages over 70 with actual rates payable
determined by deducting from the figure 120 ages of applicable insureds as of
policy issue dates on PAL polices and by deducting from the figure 115 ages of
applicable insureds as of policy issue dates on VUL policies.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL `95 Policies
First policy year commissions on policy premiums shall be charged back to the
Agent on PAL `95 policies that are surrendered or lapsed prior to the policies
having been in force for at least 18 months in accordance with the following:
- ------------------------------------------------------------------------
Policy Months of PAL `95 Surrenders or Lapses Chargeback Percentages
- ------------------------------------------------------------------------
1-3 75%
- ------------------------------------------------------------------------
4-6 70%
- ------------------------------------------------------------------------
7-10 65%
- ------------------------------------------------------------------------
11-13 55%
- ------------------------------------------------------------------------
14 50%
- ------------------------------------------------------------------------
15 40%
- ------------------------------------------------------------------------
16 30%
- ------------------------------------------------------------------------
17 20%
- ------------------------------------------------------------------------
18 10%
- ------------------------------------------------------------------------
6
<PAGE>
APPENDIX D
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on lower target premium (i.e. The total of renewal
compensation payable will be
7
<PAGE>
APPENDIX D (CONTINUED)
based on nine times the lower target premium). Any premium amount applied
over such lower target premium will be compensated at excess rates for
policy years 2 through 10 and at service fee rates for policy years 11 and
greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
8
<PAGE>
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
MEMORANDUM OF AGREEMENT
Agreement made this _________ day of ____________, 19___ by and between The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and
a wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its Principal office located at 201 Park Avenue South,
New York, New York, 10003 and ________________ ("AGENT").
1. The undersigned Agent is presently a Career Development Manager ("CDM") of
Guardian Life in accordance with a Memorandum of Agreement bearing an
effective date of _______________ ("Guardian Life CDM Agreement").
2. GIAC hereby appoints the Agent CDM of GIAC for the limited purpose of
conducting and overseeing the business relating to GIAC's Variable Whole
Life Insurance Policies with Modified Scheduled Premiums marketed under
the name Park Avenue Life ("PAL") and GIAC's Flexible Premium Variable
Universal Life policy marketed under the name Park Avenue VUL ("VUL").
There may be one or more policies marketed under the PAL name and, where
necessary or appropriate, this Agreement will distinguish between them by
appending the year of introduction. Currently, there are two policies
marketed under this name -- "PAL `95 and PAL `97."
3. The CDM shall at all times be associated with Guardian Investor Services
Corporation ("GISC"), a Broker-Dealer registered with the Securities and
Exchange Commission ("SEC") and a member of the National Association of
Securities Dealers, Inc. ("NASD") as an NASD Registered Representative or
NASD Registered Principal and, if the particular jurisdiction requires,
shall be licensed or registered as a securities agent of GISC. The CDM
must at all times be validly licensed, registered or appointed by GIAC as
a variable contracts agent in accordance with the requirements of the
jurisdiction where solicitations for PAL and VUL contracts occur. The CDM,
his agents, brokers and Field Representatives may solicit for and sell PAL
and VUL contracts in any jurisdiction where such contracts are filed and
approved for sale by the governmental authorities having jurisdiction,
provided the CDM, his agents, brokers and Field Representatives are all
validly licensed, registered or otherwise qualified as required for the
solicitation and sale of the PAL and VUL contracts in such jurisdictions.
1
<PAGE>
4. To the extent applicable, the CDM shall comply strictly with: (a) the
laws, rules and regulations of all jurisdictions (state and local) in
which the CDM, his agents, brokers and Field Representatives solicit
applications for and sell PAL and VUL contracts; (b) federal laws and the
rules and regulations of the SEC; (c) the rules of the NASD; (d) the rules
and procedures of GISC, and (e) the rules and procedures of GIAC. The CDM
understands that failure to comply with such laws, rules, regulations and
procedures may result in disciplinary action against the CDM by the SEC, a
state or other local regulatory agency that has jurisdiction, the NASD,
GISC or GIAC. Before any solicitations or sales of PAL and VUL are made,
the CDM shall become familiar with and abide by the laws, rules,
regulations and procedures of all the above mentioned agencies or parties
as are currently in effect and as they may be changed from time to time.
5. The CDM shall have all applications for PAL and VUL accurately completed
or reviewed and signed by the applicant and shall submit the applications
to GIAC through GISC together with all payments received from applicants
without any reductions. The CDM, his agents, brokers and Field
Representatives shall cause all checks or orders for PAL and VUL to be
made payable to GIAC. GIAC shall reject any application that is submitted
by or on behalf of a CDM, his agents, brokers and Field Representatives
not appropriately licensed as required by paragraph 3 of this Agreement.
6. The CDM, his agents, brokers and Field Representatives shall not make any
statements concerning PAL and VUL except those that are contained in the
current prospectuses for PAL and VUL and the prospectuses for their
underlying variable investment options and they shall not solicit for
applications or make sales through the use of mailings, advertisements or
sales literature or any other method of contact unless the material or a
complete description of the method has been filed wit the NASD and
received written approval of GISC from a Registered Principal whose office
is located in a GISC Office of Supervisory Jurisdiction as that term is
defined by NASD rules.
7. In connection with the agent's appointment as a GIAC CDM for the purpose
set forth in paragraph 2 above, the entire Guardian Life CDM Agreement
referred to above and attached hereto as the Exhibit, including all
compensation adjustment provisions, is incorporated herein by reference.
Guardian Life CDM Agreement compensation provisions that do not apply to
PAL and VUL are as noted below. All references to ` "Company" within the
Guardian Life CDM Agreement shall apply with full force and effect to
GIAC. Additionally, the Registered Representative's Agreement between the
CDM and GISC and the
2
<PAGE>
Agent's Agreement between the CDM and GIAC are incorporated herein by
reference and attached hereto as Exhibits.
8. The CDM shall be paid additional compensation as outlined in Appendix A of
this Agreement and shall be paid commissions on personally produced PAL
and VUL business as outlined in Appendix B of this Agreement. Allocation
of VUL premiums and the effect thereof on compensation is described in
Appendix C of this Agreement.
9. The CDM shall be responsible to the Company for any indebtedness that may
have resulted from PAL chargebacks applied to PAL business personally
produced the CDM.
10. This Agreement may be terminated as outlined in Section IV of the Guardian
Life CDM Agreement. In addition, it shall be automatically terminated if
the Guardian Life CDM Agreement, GISC Registered Representative Agreement
or GIAC Agent's Agreement is terminated.
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE
EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE CDM AND THE AGENTS,
BROKERS AND FIELD REPRESENTATIVES OF THE CDM FOR PAL AND VUL POLICIES OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the day and year first written above.
- ------------------- -------------------------
WITNESS John M. Fagan
- ------------------- -------------------------
WITNESS Career Development Manager
3
<PAGE>
APPENDIX A
A. CDM Additional Compensation (Percentages of First Year Premium)
- -----------------------------------------------------------
Type Rate
- -----------------------------------------------------------
PAL Policy Premiums 20%
- -----------------------------------------------------------
VUL Target Premiums 19%
- -----------------------------------------------------------
PAL Unscheduled Payments & VUL Excess Premiums 1%
- -----------------------------------------------------------
Section IIIB, Paragraph (K) Additional
Compensation 30%
- -----------------------------------------------------------
B. CDM Additional Compensation Chargebacks on PAL `95 Policies
Additional compensation on policy premiums shall be charged back to the CDM on
PAL `95 policies that are surrendered or lapsed prior to the policies having
been in force for at least 18 months in accordance with the following:
- ------------------------------------------------------------------------
Policy Months of PAL `95 Surrenders or Lapses Chargeback Percentages
- ------------------------------------------------------------------------
1-3 75%
- ------------------------------------------------------------------------
4-6 70%
- ------------------------------------------------------------------------
7-10 65%
- ------------------------------------------------------------------------
11-13 55%
- ------------------------------------------------------------------------
14 50%
- ------------------------------------------------------------------------
15 40%
- ------------------------------------------------------------------------
16 30%
- ------------------------------------------------------------------------
17 20%
- ------------------------------------------------------------------------
18 10%
- ------------------------------------------------------------------------
4
<PAGE>
APPENDIX B
A. Commission Schedule (Percentages of Premium)
- --------------------------------------------------------------------------
PAL Unscheduled
Payments & VUL
Policy Years PAL Policy Premiums VUL Target Premiums Excess Premiums
- --------------------------------------------------------------------------
1 50% 45% 3%
- --------------------------------------------------------------------------
2 through 10 5% 3% 3%
- --------------------------------------------------------------------------
The first policy year commission rates of 50% on PAL and 45% on VUL shall be
reduced where policies are issued at ages over 70 with actual rates payable
determined by deducting from the figure 120 ages of applicable insureds as of
policy issue dates on PAL polices and by deducting from the figure 115 ages of
applicable insureds as of policy issue dates on VUL policies.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
B. First Policy Year Commission Chargebacks on PAL `95 Policies
First policy year commissions on policy premiums shall be charged back to the
Agent on PAL `95 policies that are surrendered or lapsed prior to the policies
having been in force for at least 18 months in accordance with the following:
- ------------------------------------------------------------------------
Policy Months of PAL `95 Surrenders or Lapses Chargeback Percentages
- ------------------------------------------------------------------------
1-3 75%
- ------------------------------------------------------------------------
4-6 70%
- ------------------------------------------------------------------------
7-10 65%
- ------------------------------------------------------------------------
11-13 55%
- ------------------------------------------------------------------------
14 50%
- ------------------------------------------------------------------------
15 40%
- ------------------------------------------------------------------------
16 30%
- ------------------------------------------------------------------------
17 20%
- ------------------------------------------------------------------------
18 10%
- ------------------------------------------------------------------------
5
<PAGE>
APPENDIX C
ALLOCATION OF PREMIUMS AND THEIR EFFECT ON COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to nine times policy
target premium will be applied as policy target premium and receive
compensation at target premium renewal rates. Any premium exceeding nine
times policy target premium in policy years two through ten will be
considered excess premium to be compensated at excess rates.
In policy years 11 and greater, the compensation on premium received will
be at service fee rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and policy premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will serve to reduce target premium for the full
period so that any regular compensation on subsequent premium received
will be based on
6
<PAGE>
APPENDIX C (CONTINUED)
lower target premium (i.e. The total of renewal compensation payable will
be based on nine times the lower target premium). Any premium amount
applied over such lower target premium will be compensated at excess rates
for policy years 2 through 10 and at service fee rates for policy years 11
and greater.
First year compensation will be paid on coverage increases only to the
extent such increases should exceed previous coverage decreases.
7
INSURED {NAME} {AGE}-{GENDER} AGE AND SEX
GUARANTEED {POL NO} POLICY NUMBER
INSURANCE AMOUNT {GUAR INS AMOUNT} {POLICY DATE} POLICY DATE
ISSUE DATE {ISSUE DATE} {PREMIUM CLASS} PREMIUM CLASS
{SMOKER}
PLAN OF INSURANCE VARIABLE WHOLE LIFE WITH DEATH BENEFIT
MODIFIED SCHEDULED PREMIUMS{DEATH BENEFIT OPT} OPTION
[LOGO] The Guardian(R)
The Guardian Insurance & Annuity Company, Inc. (GIAC) will pay the death
proceeds to the beneficiary upon receipt at the Executive Office of due proof
that the insured died while this policy was in force. Read this policy
carefully. This policy is a legal contract between the owner and GIAC. The
entire contract consists of the Basic Policy and any attached additional benefit
riders, endorsements and applications. This policy is issued by GIAC at its
Executive Office at 201 Park Avenue South, Mail Station 215-B, New York, New
York 10003.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
Secretary President
THE DEATH PROCEEDS, POLICY ACCOUNT VALUE AND CASH SURRENDER VALUE UNDER THIS
POLICY MAY INCREASE OR DECREASE DAILY, DEPENDING UPON PAYMENTS MADE, THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, THE AMOUNT OF INTEREST CREDITED
TO THE FIXED-RATE OPTION, THE AMOUNT OF CHARGES DEDUCTED AND WHETHER PARTIAL
WITHDRAWALS OR POLICY LOANS ARE TAKEN. HOWEVER, THE DEATH PROCEEDS WILL NEVER BE
LESS THAN THE GUARANTEED INSURANCE AMOUNT AS DEFINED ON PAGE 5, PROVIDED ALL
POLICY PREMIUMS ARE PAID WHEN DUE, NO PARTIAL WITHDRAWALS ARE MADE AND NO POLICY
LOANS ARE TAKEN. SEE PAGE 6 FOR A FULL DESCRIPTION OF DEATH PROCEEDS.
THERE IS NO MINIMUM GUARANTEED CASH SURRENDER VALUE. THE LOAN VALUE OF THIS
POLICY IS LESS THAN 100% OF THE CASH SURRENDER VALUE. SEE PAGES 5, 16 AND 17 FOR
A FULL DESCRIPTION OF CASH SURRENDER VALUE AND LOAN VALUE.
ALL VALUES UNDER THIS POLICY WHICH ARE BASED ON THE INVESTMENT EXPERIENCE OF THE
SEPARATE ACCOUNT ARE VARIABLE, MAY INCREASE OR DECREASE AND ARE NOT GUARANTEED.
RIGHT TO CANCEL:
The owner has the right to examine this policy and return it for cancellation to
the Executive Office or to the agent from whom it was purchased by the latest
of: 1) 10 days after receiving it; or 2) 45 days from the date Part 1 of the
completed application was signed; or 3) 10 days after GIAC mails to the owner
any withdrawal right notice required by the Securities and Exchange Commission.
The policy and a written cancellation notice must be delivered or mailed to
cancel this policy. Any notice given by mail, either by the owner or GIAC, is
effective on being postmarked, properly addressed, and postage prepaid. GIAC
will refund any amounts paid. The policy will be void from the beginning.
Variable Whole Life Insurance Policy with Modified Scheduled Premiums
o Basic Scheduled Premiums payable during Guaranteed Premium Period remain
level and unchanged
o Basic Scheduled Premiums subject to change after Guaranteed Premium
Period, in accordance with "Changes in Basic Scheduled Premiums" on page 9
o Non-participating--No dividends payable
95-MPVL
<PAGE>
POLICY SUMMARY
This summary outlines some of the major policy provisions; it does not alter any
of these provisions. The actual policy provisions set forth the full details and
conditions of this policy; only the actual policy provisions will control.
If the insured dies while this policy is in force, GIAC will pay the death
proceeds to the beneficiary. The death proceeds will never be less than the
Guaranteed Insurance Amount as defined on page 5, provided all Policy Premiums
are paid when due, no partial withdrawals are made and no policy loans are
taken. The actual death proceeds payable will be determined in accordance with
"Death Proceeds" on page 6.
The Basic Scheduled Premium shown on page 3 is guaranteed to remain level and
unchanged during the Guaranteed Premium Period. The Guaranteed Premium Period
begins on the Policy Date and ends on the later of the Policy Anniversary
nearest the insured's Attained Age 70 or the 10th Policy Anniversary. After the
Guaranteed Premium Period, the Basic Scheduled Premium is subject to change each
policy year. However, the Basic Scheduled Premium payable in a policy year after
the Guaranteed Premium Period will never be less than the Basic Scheduled
Premium payable during the Guaranteed Premium Period, nor will it exceed the
Maximum Basic Scheduled Premium shown on page 3 (see "Premiums and
Reinstatement" on page 8).
The owner may allocate all or part of any Net Premium to any of the Variable
Investment Options and to the Fixed-Rate Option. The owner may change the
allocation of future Net Premiums (see "Allocations and Transfers" on page 11).
Amounts allocated to the Fixed-Rate Option will accrue interest at a guaranteed
minimum effective interest rate of 4% per year. GIAC may declare an interest
rate greater than 4% at its discretion (see "The Fixed-Rate Option" on page 14).
The Policy Account Value is the value attributable to this policy. The Policy
Account Value may vary daily with the investment experience of Account K, the
amount of interest credited to the Fixed-Rate Option and charges deducted (see
"Policy Account Value" on page 14). The owner may transfer any portion of the
unloaned Policy Account Value among the Variable Investment Options and the
Fixed-Rate Option, subject to "Allocations and Transfers".
This policy does not have a minimum guaranteed Cash Surrender Value (see
"Partial Withdrawals and Surrender" on page 16). If this policy has a Cash
Surrender Value, the owner may, subject to limitations:
o continue insurance coverage for a limited period or a reduced amount
without paying further premiums (see "Policy Value Options" on page 18);
o obtain a policy loan (see "Policy Loans" on page 17);
o surrender this policy for cash (see "Surrender" on page 16);
o use this policy to provide life income (see "Payment Options" on page 21).
GIAC allows a 31 day grace period after each Policy Premium due date. If a due
Policy Premium is not paid by the end of the grace period, this policy may
lapse. If this policy lapses and it is not surrendered for cash, it may be
eligible for reinstatement within 5 years (see "Premiums and Reinstatement" on
page 8).
Any endorsements and additional benefit riders are attached to this policy.
An Index appears on the inside of the back cover.
Guide to Policy Provisions
1. Definitions
2. Death Proceeds
3. Reducing the Guaranteed Insurance Amount
4. Owner and Beneficiary
5. Premiums and Reinstatement
6. Allocations and Transfers
7. The Separate Account
8. The Fixed-Rate Option
9. Policy Account Value
10. Partial Withdrawals and Surrender
11. Policy Loans
12. Policy Value Options
13. Exchange of Policy
14. Payment Options
15. General Provisions
95-MPVL Page 2
<PAGE>
POLICY DATA
INSURED JOHN DOE 35-MALE AGE AND SEX
GUARANTEED SPECIMEN POLICY NUMBER
INSURANCE AMOUNT $100,000 JAN. 1, 1995 POLICY DATE
ISSUE DATE JAN. 1, 1995 STANDARD PREMIUM CLASS
NON-SMOKER
PLAN OF INSURANCE VARIABLE WHOLE LIFE WITH
MODIFIED SCHEDULED PREMIUMS 1 DEATH BENEFIT OPTION
OWNER JOHN DOE
BENEFICIARY MARY DOE, WIFE
TOTAL INITIAL POLICY PREMIUM $999.00
BENEFITS AND PREMIUMS
ANNUAL POLICY YEARS
PREMIUM PAYABLE
BASIC POLICY
BASIC SCHEDULED PREMIUM DURING
THE GUARANTEED PREMIUM PERIOD $999.00 1 through 35
MAXIMUM BASIC SCHEDULED PREMIUM AFTER
THE GUARANTEED PREMIUM PERIOD $5,794.00 36 through 65
Beginning on 01/01/2030 the Basic Scheduled Premium may be changed each policy
year (see "Guaranteed Premium Period" and "Changes in Basic Scheduled Premiums"
on page 9). However, the Basic Scheduled Premium payable in a policy year after
the Guaranteed Premium Period will never be less than the Basic Scheduled
Premium payable during the Guaranteed Premium Period, nor will it exceed the
Maximum Basic Scheduled Premium shown above.
The address of the Home Office of The Guardian Insurance & Annuity Company, Inc.
is:
The Guardian Insurance & Annuity Company, Inc.
1209 Orange Street
Wilmington, Delaware 19801
To obtain information or make a complaint about your coverage you may call:
1-800-XXX-XXXX
95-MPVL (CONTINUED ON PAGE 3.1) PAGE 3
<PAGE>
POLICY DATA - CONT'D
INITIAL NET PREMIUM ALLOCATION INFORMATION
The first Net Premium is $905.90. This amount is allocated as follows:
The Guardian Stock Fund 50%
The Guardian Bond Fund 0%
The Guardian Cash Fund 0%
Baillie Gifford International Fund 30%
Value Line Strategic Asset Management Trust 0%
Value Line Centurion Fund 0%
The Fixed-Rate Option 20%
UNSCHEDULED PAYMENTS
The minimum unscheduled payment is $100, unless such payment is accompanied by a
then due Policy Premium. The maximum amount of total unscheduled payments
permitted during each policy year is the applicable amount shown below.
Additional restrictions regarding unscheduled payments are described in
"Unscheduled Payments" on page 9.
Policy year 1: $ 9,990.00
Policy years 2 through 5: $ 2,997.00
Policy years 6 through 10: $ 1,998.00
Policy years 11 through 65: $ 999.00
GIAC reserves the right to deduct a maximum handling fee of $2.00 from each
unscheduled payment.
POLICY LOANS
Except for an Automatic Premium Loan, the minimum loan amount is $500. The
minimum loan repayment is the lesser of: (a) $100, unless such repayment is
accompanied by a then due Policy Premium; or (b) the total outstanding Policy
Debt. See "Policy Loans" on page 17 for details on loan value and loan interest.
EXPENSE CHARGES DEDUCTED FROM PAYMENTS
CHARGES FOR TAXES:
o Premium Tax: 2.5% of each Basic Scheduled Premium and each unscheduled
payment.
o Deferred Acquisition Cost (DAC) Tax: 1.0% of each Basic Scheduled Premium
and each unscheduled payment.
GIAC reserves the right to increase these charges to reflect changes in local,
state or federal law.
PREMIUM SALES CHARGE:
o 6.0% of each Basic Scheduled Premium and each unscheduled payment until
the total Premium Sales Charge deducted equals $719.28.
o Thereafter, the Premium Sales Charge is 3.0% of each Basic Scheduled
Premium and each unscheduled payment.
95-MPVL (CONTINUED ON PAGE 3.2) PAGE 3.1 {POL NO}
<PAGE>
POLICY DATA - CONT'D
MONTHLY DEDUCTIONS FROM THE POLICY ACCOUNT VALUE
MONTHLY POLICY
AMOUNT YEARS PAYABLE
------ -------------
1. ADMINISTRATIVE CHARGES
o Policy Charge $10.00 1 through 3
Changing on 01/01/1999 to a current charge of $ 4.00 * 4 through 65
* GIAC reserves the right to charge a greater amount, but not more than a
maximum monthly charge of $8.00.
o Administration Charge $4.00 1 through 12
Changing on 01/01/2007 to a charge of $1.50 13 through 65
2. GUARANTEED INSURANCE AMOUNT CHARGE $1.00 1 through 65
3. COST OF INSURANCE CHARGES
GIAC deducts the current cost of insurance charge for the Basic Policy on
each Monthly Date. GIAC bases the monthly cost of insurance charge on its
current cost of insurance rates. The current cost of insurance rate will
never exceed the maximum monthly cost of insurance rate for the applicable
policy year. The "Table of Maximum Monthly Cost of Insurance Rates" is shown
on page 4. See "Monthly Cost of Insurance" on page 15.
TRANSACTION DEDUCTIONS FROM THE POLICY ACCOUNT VALUE
TRANSFERS
The minimum amount which may be transferred from a Variable Investment Option
and the Fixed-Rate Option is the lesser of: (a) $500; or (b) the entire value
of that option. GIAC reserves the right to charge $25 for each transfer,
after the 4th transfer in a policy year. Additional restrictions regarding
transfers are described in "Transfers from the Fixed Rate Option" on page 12.
PARTIAL WITHDRAWAL OF NET CASH SURRENDER VALUE
The minimum net partial withdrawal is $500. Each partial withdrawal is
subject to a withdrawal charge equal to the lesser of: (a) $25; or (b) 2% of
the amount requested. If a partial withdrawal made before the 12th Policy
Anniversary results in a reduction in the Guaranteed Insurance Amount, GIAC
also will deduct pro-rata surrender charges. See "Partial Withdrawals and
Surrender" on page 16.
95-MPVL (CONTINUED ON PAGE 3.3) PAGE 3.2 {POL NO}
<PAGE>
POLICY DATA - CONT'D
SURRENDER CHARGES
Any surrender charges payable include both a Deferred Sales Charge and a
Deferred Administrative Charge. However, in no event will the surrender
charges payable in a policy year exceed the sum of the Maximum Deferred
Sales Charge and the Deferred Administrative Charge. The table below shows
Maximum Deferred Sales Charges and the Deferred Administrative Surrender
Charges. For a detailed description of surrender charges, see "Partial
Withdrawals and Surrender" on page 16.
MAXIMUM DEFERRED
DEFERRED ADMINISTRATIVE
POLICY YEAR SALES CHARGE CHARGE
----------- ------------ ------
1 $359.64 $480.00
2 329.67 440.00
3 299.70 400.00
4 269.73 360.00
5 239.76 320.00
6 209.79 280.00
7 179.82 240.00
8 149.85 200.00
9 119.88 160.00
10 89.91 120.00
11 59.94 80.00
12 29.97 40.00
13 and thereafter 00.00 00.00
95-MPVL PAGE 3.3 {POL NO}
<PAGE>
TABLE OF MAXIMUM MONTHLY COST OF INSURANCE RATES
PER $1,000 OF NET AMOUNT AT RISK
Monthly cost of insurance charges are based on current cost of insurance rates.
The current cost of insurance rate will never exceed the applicable maximum
monthly cost of insurance rate shown below. See "Monthly Cost of Insurance" on
page 15.
INSURED'S MAXIMUM INSURED'S MAXIMUM
ATTAINED AGE MONTHLY RATE ATTAINED AGE MONTHLY RATE
- ------------ ------------ ------------ ------------
35 0.114 70 2.894
36 0.148 71 2.253
37 0.157 72 3.559
38 0.167 73 3.969
39 0.178 74 4.430
40 0.191 75 4.924
41 0.206 76 5.451
42 0.221 77 6.006
43 0.238 78 6.582
44 0.256 79 7.195
45 0.277 80 7.867
46 0.299 81 8.617
47 0.323 82 9.465
48 0.349 83 10.423
49 0.378 84 11.473
50 0.409 85 12.590
51 0.446 86 13.753
52 0.489 87 14.953
53 0.536 88 16.165
54 0.591 89 17.405
55 0.652 90 18.692
56 0.720 91 20.047
57 0.791 92 21.516
58 0.869 93 23.160
59 0.957 94 25.260
60 1.054 95 28.274
61 1.163 96 33.107
62 1.287 97 41.685
63 1.428 98 58.013
64 1.588 99 90.909
65 1.764
66 1.954
67 2.160
68 2.381
69 2.622
95-MPVL (CONTINUED ON PAGE 4.1) PAGE 4 {POL NO}
<PAGE>
TABLE OF NON-GUARANTEED TABULAR VALUES
Tabular Values are projections of certain values described in "Policy Value
Options" on page 18. Tabular Values are calculated assuming: (1) the annual
Basic Scheduled Premium is paid on each Policy Anniversary during the Guaranteed
Premium Period and the annual Maximum Basic Scheduled Premium is paid on each
Policy Anniversary in all policy years after the Guaranteed Premium Period; (2)
no unscheduled payments, partial withdrawals, policy loans or reductions in the
Guaranteed Insurance Amount are made; (3) the Policy Account Value earns a 4%
annual net rate of return; and (4) maximum monthly deductions, including maximum
cost of insurance charges, are deducted each month.
The Tabular Values shown below are not guaranteed. Tabular Values for policy
years not shown will be furnished upon request.
TABULAR TABULAR
END OF TABULAR REDUCED FIXED BENEFIT
POLICY CASH SURRENDER PAID-UP EXTENDED TERM
YEAR VALUE INSURANCE INSURANCE
- ---- ----- --------- ---------
YEARS DAYS
1 $0.00 $0.00 0 0
2 480.15 2,006.00 2 241
3 1,166.65 4,525.00 5 206
4 1,891.61 7,093.00 8 23
5 2,631.08 9,541.00 10 18
6 3,383.50 11,867.00 11 225
7 4,147.29 14,072.00 12 298
8 4,923.20 16,162.00 13 258
9 5,709.69 18,139.00 14 134
10 6,506.38 20,005.00 14 308
11 7,319.61 21,759.00 15 60
12 8,121.97 23,405.00 15 129
13 8,970.96 25,036.00 15 172
14 9,786.80 26,456.00 15 160
15 10,607.01 27,779.00 15 119
16 11,430.19 29,007.00 15 53
17 12,250.65 30,135.00 14 329
18 13,062.59 31,156.00 14 219
19 13,862.25 32,070.00 14 95
20 14,641.60 32,868.00 13 320
Age 60 18,012.14 34,999.00 11 159
Age 65 19,568.53 33,306.00 8 114
Age 70 16,777.53 25,394.00 4 252
Age 80 47,764.00 60,306.00 5 362
Age 90 72,998.60 82,352.00 5 110
Age 100 100,279.86
95-MPVL (CONTINUED ON PAGE 4.2) PAGE 4.1 {POL NO}
<PAGE>
TABLE OF BENCHMARK VALUES FOR COMPARISON PURPOSES
The Policy Account Value is compared to the Benchmark Value for a given policy
year to determine if: (1) the Basic Scheduled Premium should be changed after
the Guaranteed Premium Period (see "Changes in Basic Scheduled Premiums" on page
9); or (2) the Premium Skip Option may be exercised (see "Premium Skip Option"
on page 10); or (3) the amount of death benefit provided under Death Benefit
Option 2 is greater than the Guaranteed Insurance Amount (see "Death Benefit
Options" on page 6). The Cash Surrender Value is compared to the Benchmark Value
to determine if a partial withdrawal may be taken (see "Partial Withdrawals" on
page 16).
GIAC does not guarantee that the Policy Account Value at any time will equal or
exceed the Benchmark Values shown below. The Benchmark Value for any date during
a policy year is determined by interpolation between the Benchmark Values for
the Policy Anniversaries immediately preceding and following that date.
The Benchmark Value on the Issue Date is $5,000.00.
END OF END OF END OF
POLICY BENCHMARK POLICY BENCHMARK POLICY BENCHMARK
YEAR VALUE YEAR VALUE YEAR VALUE
- ---- ----- ---- ----- ---- -----
1 $5,800.00 31 $43,700.00 61 $88,700.00
2 6,700.00 32 45,300.00 62 91,700.00
3 7,500.00 33 47,000.00 63 95,000.00
4 8,500.00 34 48,700.00 64 98,800.00
5 9,400.00 35 50,400.00 65 100,000.00
6 10,400.00 36 52,100.00
7 11,500.00 37 53,800.00
8 12,500.00 38 55,300.00
9 13,600.00 39 56,700.00
10 14,700.00 40 58,200.00
11 15,800.00 41 59,800.00
12 16,900.00 42 61,400.00
13 18,200.00 43 63,100.00
14 19,400.00 44 64,700.00
15 20,700.00 45 66,200.00
16 22,100.00 46 67,800.00
17 23,400.00 47 69,200.00
18 24,800.00 48 70,700.00
19 26,200.00 49 72,100.00
20 27,600.00 50 73,500.00
21 29,000.00 51 74,900.00
22 30,500.00 52 76,700.00
23 31,900.00 53 77,700.00
24 33,400.00 54 79,000.00
25 34,900.00 55 80,300.00
26 36,300.00 56 81,600.00
27 37,800.00 57 82,900.00
28 39,300.00 58 84,200.00
29 40,500.00 59 85,600.00
30 42,200.00 60 87,100.00
95-MPVL (CONTINUED ON PAGE 4.3) PAGE 4.2 {POL NO}
<PAGE>
TABLE OF NET SINGLE PREMIUMS
PER $1,000 PROVIDED UNDER DEATH BENEFIT OPTION
Net Single Premiums are used to calculate the death benefit provided under the
Section 7702 Minimum Death Benefit and the Variable Insurance Amount (see the
applicable provisions on pages 6 and 7). The Net Single Premiums shown below are
based on the insured's Attained Age, sex and premium class. The Net Single
Premium on any date during a policy year is determined by interpolation between
the Net Single Premiums for the Policy Anniversaries immediately preceding and
following that date.
INSURED'S NET INSURED'S NET
ATTAINED SINGLE ATTAINED SINGLE
AGE PREMIUM AGE PREMIUM
- --- ------- --- -------
35 216.16 70 660.70
36 241.06 71 675.19
37 249.34 72 689.34
38 257.88 73 703.45
39 266.69 74 717.23
40 275.77 75 730.61
41 285.12 76 743.59
42 294.73 77 756.18
43 304.63 78 768.41
44 314.79 79 780.36
45 325.25 80 792.04
46 335.99 81 803.45
47 347.02 82 814.54
48 358.33 83 825.22
49 369.94 84 835.39
50 381.84 85 845.01
51 394.05 86 854.08
52 406.25 87 862.64
53 419.27 88 870.79
54 432.26 89 878.67
55 445.48 90 886.43
56 458.91 91 894.22
57 472.55 92 902.25
58 486.38 93 910.77
59 500.43 94 920.10
60 514.65 95 930.48
61 529.03 96 942.01
62 543.55 97 954.58
63 558.18 98 967.75
64 572.86 99 980.64
65 587.55 100 1000.00
66 602.22
67 616.88
68 631.52
69 646.13
95-MPVL PAGE 4.3 {POL NO}
<PAGE>
1. DEFINITIONS
Certain important terms used in this policy are defined below. Additional terms,
not explained here, are defined in other parts of this policy.
Age: The insured's age on the birthday nearest the Policy Date. This Age is
shown on page 3.
Attained Age: The insured's Age as shown on page 3, plus the number of policy
years completed since the Policy Date.
Basic Policy: This policy excluding any additional benefit riders.
Basic Scheduled Premium: The amount payable for coverage provided under the
Basic Policy, less any applicable rating charge.
Cash Surrender Value: The Policy Account Value less any surrender charges.
Guaranteed Insurance Amount: The Guaranteed Insurance Amount is shown on page 3.
The Guaranteed Insurance Amount applies while this policy is in full force until
the Policy Anniversary nearest the insured's Attained Age 100. This is the
guaranteed minimum amount of death proceeds provided under this policy if all
Policy Premiums are paid when due, no partial withdrawals are made and no policy
loans are taken. However, the Guaranteed Insurance Amount may be reduced in
accordance with "Reducing the Guaranteed Insurance Amount" on page 7 and
"Partial Withdrawals" on page 16.
Guaranteed Premium Period: The period during which the Basic Scheduled Premium
shown on page 3 is guaranteed to remain level and unchanged. The Guaranteed
Premium Period begins on the Policy Date and ends on the later of the Policy
Anniversary nearest the insured's Attained Age 70 or the 10th Policy
Anniversary.
Internal Revenue Code: The Internal Revenue Code of 1986, as amended, and its
related rules and regulations.
Investment Unit: A unit of measure used to determine the value attributable to a
Variable Investment Option.
Issue Date: The date this policy is issued at the Executive Office. The Issue
Date is shown on page 3.
Loan Collateral Account: An account within GIAC's general account to which
values from Account K and the Fixed-Rate Option are transferred when a policy
loan is taken.
Monthly Date: The same date of each calendar month as the Policy Date, or the
last date of a calendar month, if earlier.
Net Amount at Risk: The amount of death benefit provided under the Death Benefit
Option in force less the Policy Account Value.
Net Cash Surrender Value: The amount payable on the date GIAC receives at the
Executive Office this policy and the owner's proper written request for
surrender. The Net Cash Surrender Value on any date is the Cash Surrender Value
less any Policy Debt, plus the sum of any applicable rating charge and premiums
for additional benefit riders paid beyond the next Monthly Date.
Net Premium: The portion of a Basic Scheduled Premium or unscheduled payment
which is allocated to the Variable Investment Options or the Fixed-Rate Option.
GIAC deducts the expense charges shown on page 3 from each Basic Scheduled
Premium and unscheduled payment before allocation. Premiums for any additional
benefit riders are not allocated to the Variable Investment Options or the
Fixed-Rate Option, unless otherwise stated in the rider.
Policy Account Value: The value attributable to this policy. The Policy Account
Value is the sum of the values attributable to the Variable Investment Options,
the Fixed- Rate Option and the Loan Collateral Account. The unloaned Policy
Account Value is the Policy Account Value less any outstanding Policy Debt.
Policy Anniversary: The annual anniversary measured from the Policy Date.
Policy Date: The Policy Date is shown on page 3. Policy months, policy years and
Policy Anniversaries are measured from the Policy Date.
Policy Debt: All unpaid policy loans, plus accrued and unpaid loan interest.
Policy Premium: The amount payable for coverage provided under the entire
contract. A Policy Premium equals the Basic Scheduled Premium plus any
applicable rating charge and premiums for any additional benefit riders.
95-MPVL Page 5 {POL NO}
<PAGE>
DEFINITIONS--cont'd
Policy Review Date: The Policy Review Date for a given policy year is the
Monthly Date prior to the begin ning of that policy year.
Section 7702: The section of the Internal Revenue Code which defines life
insurance.
Valuation Date: Each date on which the New York Stock Exchange or its successor
is open for trading and GIAC is open for business. Valuations for any date other
than a Valuation Date will be determined on the next Valuation Date.
Valuation Period: The period between two successive Valuation Dates, beginning
after 4:00 PM New York City time on each Valuation Date and ending at 4:00 PM
New York City time on the next succeeding Valuation Date.
Variable Investment Options: The investment divisions of The Guardian Separate
Account K (Account K).
2. DEATH PROCEEDS
Death Proceeds
The death proceeds become payable to the beneficiary upon GIAC's receipt at the
Executive Office of due proof that the insured died while this policy was in
force. The death proceeds payable are the sum of the following as of the date of
the insured's death: o the amount of death benefit provided under the Death
Benefit Option then in force (see "Death Benefit Options" below); and
o any applicable rating charge and premiums for additional benefit riders
paid beyond the policy month of death; and
o any insurance on the insured's life provided by additional benefit riders;
less:
o any Policy Debt; and
o any due and unpaid Policy Premium through the policy month of death.
GIAC will pay interest on the death proceeds from the date of death to the date
the proceeds are paid. The interest rate will be the same as for Payment Option
1, but not less than the rate required by law (see "Options Available" on page
21).
Death Benefit Options
The owner may elect the Death Benefit Option in the application. If no option is
elected, Option 1 is the automatic option.
Option 1: The amount of death benefit provided under this option until the
Policy Anniversary nearest the insured's Attained Age 100 is the greater of:
o the Guaranteed Insurance Amount in effect on the date of death; or
o the minimum death benefit required under Section 7702 on the date of
death; or
o after the first policy year, the Variable Insurance Amount.
Option 2: The amount of death benefit provided under this option until the
Policy Anniversary nearest the insured's Attained Age 100 is the greater of:
o the Guaranteed Insurance Amount in effect on the date of death plus any
positive amount by which the Policy Account Value exceeds the Benchmark
Value for the applicable policy year, adjusted to the date of death; or
o the minimum death benefit required under Section 7702 on the date of
death; or
o after the first policy year, the Variable Insurance Amount.
The Table of Benchmark Values for Comparison Purposes is shown on page 4.
However, upon the Policy Anniversary nearest the insured's Attained Age 100 and
thereafter, the amount of death benefit provided under Death Benefit Option 1 or
Death Benefit Option 2 equals the Policy Account Value.
Section 7702 Minimum Death Benefit
To qualify as life insurance under the Internal Revenue Code, the amount of
death benefit provided under Option 1 or Option 2 must equal at least the
minimum death benefit required under Section 7702. The amount of death benefit
provided under Option 1 or Option 2 always will equal or exceed the minimum
death benefit required by the Cash Value Accumulation Test under Section 7702.
The minimum death benefit required on any date is:
$1,000 multiplied by the sum of:
o the Policy Account Value; and
o the portion of the Policy Premium attributable to any rating charge and
additional benefit riders paid beyond the policy month of death if
95-MPVL Page 6
<PAGE>
DEATH PROCEEDS--cont'd
premiums are not then being waived under a waiver of premium rider;
divided by:
o the Net Single Premium on that date.
The Variable Insurance Amount
The Variable Insurance Amount applies for each policy year after the first. GIAC
will determine the Variable Insurance Amount for a given policy year on each
Policy Review Date. The Variable Insurance Amount may produce a death benefit
which is higher than the Guaranteed Insurance Amount then in effect. The
Variable Insurance Amount for a given policy year is:
$1,000 multiplied by:
o the Policy Account Value on the Policy Review Date for the given policy
year;
divided by:
o the Net Single Premium on the Policy Review Date.
The Table of Net Single Premiums is shown on page 4.
However, GIAC will adjust the Variable Insurance Amount to reflect any partial
withdrawals or reductions in the Guaranteed Insurance Amount. See "Reducing the
Guaranteed Insurance Amount" below and "Partial Withdrawals and Surrender" on
page 16.
Changing the Death Benefit Option
While the insured is living, the owner may change the Death Benefit Option on or
after the first Policy Anniversary. GIAC must receive the owner's proper written
request for the change at the Executive Office. The owner may not change the
Death Benefit Option more than once in a policy year. Any change in the Death
Benefit Option will be effective on the Monthly Date following the date that
GIAC approves the change.
Changing from Option 1 to Option 2: GIAC requires satisfactory evidence of
insurability for this change. The death benefit will increase by any positive
amount by which the Policy Account Value exceeds the Benchmark Value on the date
the change takes effect. GIAC will not permit a change from Option 1 to Option 2
if Policy Premiums are then being waived under a waiver of premium rider.
Changing from Option 2 to Option 1: The death benefit will decrease by any
positive amount by which the Policy Account Value exceeds the Benchmark Value on
the date the change takes effect.
Changing the Death Benefit Option does not change the Guaranteed Insurance
Amount.
3. REDUCING THE GUARANTEED INSURANCE AMOUNT
After the first policy year, the owner may request a reduction in the Guaranteed
Insurance Amount. GIAC must receive the owner's proper written request for the
reduction at the Executive Office. To process a reduction in the Guaranteed
Insurance Amount, GIAC requires that:
o the insured is living on the date GIAC receives the owner's written
request;
o the reduction is for at least $10,000, unless the reduction is due to a
partial withdrawal;
o the policy continues to qualify as life insurance under Section 7702 after
the reduction is effective; and
o the reduced Guaranteed Insurance Amount will not be less than GIAC's then
current minimum Guaranteed Insurance Amount, unless the reduction is due
to a partial withdrawal.
The reduction will take effect on the Monthly Date next following the date GIAC
approves the change. GIAC will deduct pro-rata surrender charges from the
unloaned Policy Account Value if the Guaranteed Insurance Amount is reduced
during the first 12 policy years. GIAC also will deduct a withdrawal charge from
the unloaned Policy Account Value if the Guaranteed Insurance Amount is reduced
due to a partial withdrawal. Surrender charges and the withdrawal charge are
shown on page 3. Policy Premiums and Benchmark Values will decrease when a
reduction in the Guaranteed Insurance Amount takes effect. The Policy Account
Value, the Variable Insurance Amount, monthly deductions and benefits provided
under any additional benefit rider attached to this policy also may decrease.
GIAC will send the owner revised policy pages reflecting any changes caused by a
reduction in the Guaranteed Insurance Amount.
The owner cannot increase the Guaranteed Insurance Amount.
95-MPVL Page 7 {POL NO}
<PAGE>
4. OWNER AND BENEFICIARY
Owner
The owner is named in the application or in any later change shown in GIAC's
records. While the insured is living and subject to any assignment on file with
GIAC, the owner alone has the right to receive all benefits and exercise all
rights this policy grants or GIAC allows.
Successor Owner
A numbered sequence may be used to name successor owners. If the owner dies,
ownership passes to the next designated successor owner then living. If none is
then living, ownership passes to the owner's estate. No successor owner is
permitted when the insured and the owner are the same person.
Joint Owner
If more than one person is named as owner with no number or the same number,
they are joint owners. Except for transfers, any request for a policy
transaction or change must be signed by all of the joint owners named in GIAC's
records. Unless otherwise provided, if a joint owner dies, ownership passes to
the surviving joint owner(s) equally. When the last joint owner dies, ownership
passes to that person's estate, unless otherwise provided.
Beneficiary
The beneficiary is named in the application or in any later change shown in
GIAC's records. GIAC will pay the death proceeds to the beneficiary. Unless
otherwise provided, in order to receive proceeds at the insured's death, a
beneficiary must be living on the earlier of:
o the date GIAC receives proof of the insured's death at the Executive
Office; or
o the 15th day after the insured's death.
Unless otherwise provided, if no designated beneficiary is living on such
earlier date, the owner or the owner's estate is the beneficiary.
Contingent Beneficiary
A numbered sequence may be used to name contingent beneficiaries. The
beneficiary is the living person(s) designated by the lowest number in the
sequence.
Concurrent Beneficiary
If more than one person is named as beneficiary with no number or the same
number, those persons are concurrent beneficiaries. Shares are equal, unless
otherwise specified. If shares are equal, the share of a concurrent beneficiary
who predeceases the insured will be shared equally by the surviving concurrent
beneficiaries. If unequal shares are specified and a concurrent beneficiary
predeceases the insured, the beneficiary of that share will be the owner or the
owner's estate.
Change of Owner or Beneficiary
The owner may change the owner or beneficiary by proper written request
satisfactory to GIAC. The change will take effect as of the date the request is
signed, whether or not the insured is living when GIAC receives the request at
the Executive Office. However, the change will not apply to any payments made or
actions taken by GIAC on or before the date the request is received at the
Executive Office.
Assignment
No assignment will bind GIAC unless the original, or a copy, is filed at the
Executive Office. An assignment must be signed and dated by both the assignor
and the assignee and, as applicable, by the beneficiary. The rights of any owner
or beneficiary and the entire contract, as defined on page 25, will be subject
to the assignment. GIAC will rely solely on the assignee's statement as to the
amount of the assignee's interest. GIAC will not be responsible for the validity
of any assignment. Unless otherwise provided, the assignee may exercise all
rights this policy grants except:
o the right to change the owner or beneficiary;
o the right to elect a Payment Option; and
o the right to allocate or transfer amounts among the Variable Investment
Options and the Fixed-Rate Option.
Assignments are subject to all payments made or actions taken by GIAC on or
before the date GIAC receives the assignment at the Executive Office.
5. PREMIUMS AND REINSTATEMENT
Premium Payment
After the first Policy Premium, Policy Premiums are payable only at the
Executive Office. Upon request, GIAC will give the owner a receipt signed by one
of its officers. Policy Premiums may be paid annually
or on a periodic basis. Periodic Policy Premiums are payable semi-annually or
quarterly; they may also be paid at any other frequency acceptable to GIAC. GIAC
will change the premium
95-MPVL Page 8
<PAGE>
PREMIUMS AND REINSTATEMENT--cont'd
payment frequency if it receives the owner's proper written request at the
Executive Office before the premium due date. A periodic Policy Premium must be
at least $100.
The amount of each periodic Policy Premium is calculated by multiplying the
annual Policy Premium by the applicable modal factor:
Premium Payment Modal
Frequency Factors
Semi-annually .515000
Quarterly .262650
Guaranteed Premium Period
The Guaranteed Premium Period begins on the Policy Date and ends on the later of
the Policy Anniversary nearest the insured's Attained Age 70 or the 10th Policy
Anniversary. During the Guaranteed Premium Period, the Basic Scheduled Premium
portion of the Policy Premium is guaranteed to remain level and unchanged. The
Basic Scheduled Premium payable during the Guaranteed Premium Period is shown on
page 3.
Changes in Basic Scheduled Premiums
GIAC has the right to change the Basic Scheduled Premium payable in any policy
year after the Guaranteed Premium Period. On each Policy Review Date after the
Guaranteed Premium Period, GIAC will determine if the Basic Scheduled Premium
shown on page 3 should be changed. If the Policy Account Value is less than the
Benchmark Value adjusted to the Policy Review Date, then the Basic Scheduled
Premium will be changed. However, the Basic Scheduled Premium payable for a
policy year after the Guaranteed Premium Period will never:
o be less than the Basic Scheduled Premium payable during the Guaranteed
Premium Period; nor
o exceed the Maximum Basic Scheduled Premium shown on page 3.
Any change in the Basic Scheduled Premium will apply to the premium due on the
Policy Anniversary following the Policy Review Date. Before each policy year
begins, GIAC will send the owner written notice of the Policy Premium due for
that year.
Unscheduled Payments
The owner may make unscheduled payments in addition to the Policy Premium. Net
Premiums resulting from unscheduled payments will be allocated to the Variable
Investment Options and the Fixed-Rate Option in accordance with the allocation
percentages then in effect (see "Allocation of Net Premiums" on page 11).
Unscheduled payments may be paid at any time during a policy year, only at the
Executive Office. However, GIAC will not permit any unscheduled payments:
o if Policy Premiums are then being waived under a waiver of premium rider;
or
o if a policy value option is effective; or
o upon the Policy Anniversary nearest the insured's Attained Age 100 and
thereafter.
The minimum unscheduled payment is $100, unless such payment is accompanied by a
then due Policy Premium. GIAC reserves the right to deduct a maximum handling
fee of $2.00 from each unscheduled payment. The maximum amount of total
unscheduled payments permitted during each policy year is shown on page 3. GIAC
reserves the right to refuse to accept unscheduled payments if after the first
policy year the owner has not made any such payments for three consecutive
policy years.
Crediting Payments
If a payment is received at the Executive Office without a written explanation
from the owner as to its purpose, GIAC will apply the payment as described
below.
For any payment which is:
o at least equal to a Policy Premium; and
o received at the Executive Office during the period beginning 31 days
before a premium due date and ending 31 days after such due date, GIAC
will apply such payment:
o first, to pay the Policy Premium due;
o then, to pay any outstanding Policy Debt; and
o last, as an unscheduled payment.
All other unidentified payments will be applied:
o first, to pay any outstanding Policy Debt; and
o then, as unscheduled payments.
A payment which is at least equal to a Policy Premium and which is received at
the Executive Office not more than 31 days before a premium due date will be
applied as follows:
o any portion of the payment which GIAC applies to pay the Policy Premium
due will be credited as of the premium due date;
o any portion of the payment in excess of the Policy Premium due will be
credited as of the Valuation Date of receipt at the Executive Office.
A payment which is at least equal to a Policy
95-MPVL Page 9 {POL NO}
<PAGE>
PREMIUMS AND REINSTATEMENT--cont'd
Premium and which is received at the Executive Office not more than 31 days
after a premium due date will be applied as of the Valuation Date of receipt at
the Executive Office.
GIAC will apply any payment which is identified as an unscheduled payment as of
the Valuation Date of receipt at the Executive Office.
Premium Skip Option
Under this option, the owner may skip payment of the annual Policy Premium due
on a Policy Anniversary. The owner may elect the Premium Skip Option, subject to
the conditions described below. If periodic Policy Premiums are being paid when
this option is elected:
o periodic Policy Premiums will continue to be payable until the premium
skip is processed; and
o GIAC will automatically change the premium payment frequency to the annual
mode when the premium skip is processed.
An annual Policy Premium may be skipped if:
o GIAC receives the owner's written election of the Premium Skip Option at
the Executive Office before the end of the grace period for the Policy
Premium due on the Policy Anniversary. Elections received at any other
time will be effective on the next following Policy Anniversary;
o Policy Premiums are not then being waived under a waiver of premium rider;
o in the policy year this option is initially elected:
o the Policy Account Value on the later of the Policy Anniversary or
the date the election is processed exceeds the Benchmark Value by at
least the amount of the annual Policy Premium; and
o the Net Cash Surrender Value on the later of the Policy Anniversary
or the date the election is processed equals or exceeds the portion
of the Policy Premium attributable to any applicable rating charge
and any additional benefit riders; and
o in the policy years after the initial election of this option:
o the Policy Account Value on the Policy Anniversary exceeds the
Benchmark Value by at least the amount of the annual Policy Premium;
and
o the Net Cash Surrender Value on the Policy Anniversary equals or
exceeds the portion of the Policy Premium attributable to any
applicable rating charge and any additional benefit riders.
If a Policy Premium is skipped, GIAC will deduct from the unloaned Policy
Account Value 90.5% of the portion of the Policy Premium attributable to any:
o rating charge; and
o additional benefit riders.
Such amounts will be deducted from the Variable Investment Options in proportion
to the portion of the Policy Account Value attributable to each Variable
Investment Option. If some or all of the deduction exceeds the Policy Account
Value attributable to the Variable Investment Options, then GIAC will deduct the
remainder from the Fixed-Rate Option. Such deduction will be made on the later
of:
o the applicable Policy Anniversary; or
o the date this election is processed.
This option will remain in effect until:
o GIAC receives the owner's written revocation at the Executive Office; or
o GIAC receives at the Executive Office the owner's written request to pay
Policy Premiums periodically rather than annually; or
o GIAC receives at the Executive Office a payment which is credited as a
then due Policy Premium (see "Crediting Payments" on page 9); or
o GIAC notifies the owner that a Policy Premium must be paid because the
Policy Account Value or the Net Cash Surrender Value on a Policy
Anniversary does not satisfy the conditions of the Premium Skip Option; or
o Policy Premiums are waived under a waiver of premium rider.
If the owner elected both this option and the Automatic Premium Loan, GIAC first
will determine if the Premium Skip Option can apply. If this option cannot be
applied, GIAC will determine if the Automatic Premium Loan can apply (see
"Automatic Premium Loan" below). If neither the Premium Skip Option nor the
Automatic Premium Loan can apply, this policy will lapse if the Policy Premi um
remains unpaid at the end of the grace period (see "Grace Period" on page 11).
Skipping a Policy Premium may adversely affect the benefits and values under
this policy.
Automatic Premium Loan
After the first policy year, GIAC will use this policy's loan value to pay any
unpaid Policy Premium by an automatic loan if:
95-MPVL Page 10
<PAGE>
PREMIUMS AND REINSTATEMENT--cont'd
o this option was elected in the application or by written request received
at the Executive Office before the end of the grace period for a then due
Policy Premium;
o the Policy Premium does not exceed the available loan value; and
o the Premium Skip Option is not applied (see "Premium Skip Option" on page
10).
The owner need not assign the policy; however, all other "Loan" provisions
apply. Loan interest accrues from the end of the grace period. This policy will
lapse if the loan value is insufficient to pay the overdue premium. Policy value
options are effective upon lapse.
GIAC will cancel the automatic premium loan election upon receipt of the owner's
written instructions at the Executive Office.
Due Date and Default
Annual Policy Premiums are due on each Policy Anniversary. Each periodic Policy
Premium or required loan repayment is due on the Monthly Date specified by GIAC.
This policy will be in default on a due date if:
o a Policy Premium is not then paid or skipped in accordance with the
"Premium Skip Option"; or
o a required loan repayment is not then paid (See "Repayment" on page 17).
Grace Period
GIAC allows a grace period of 31 days after the due date for Policy Premium
payments and required loan repayments. The grace period does not apply to
payment of the first Policy Premium. The policy remains in full force during the
grace period. This policy will lapse if by the end of the grace period:
o a Policy Premium is not paid or skipped under the "Premium Skip Option";
or
o if a required loan repayment is not paid.
Upon lapse, the insurance provided under this policy will terminate, except as
provided in "Policy Value Options" on page 18.
Reinstatement
If this policy lapses and is not surrendered for cash, it may be eligible for
reinstatement within 5 years after the date of default. The reinstatement will
not take effect until GIAC:
o approves the application for reinstatement; and
o receives payment of all amounts due, as described below.
The requirements for reinstatement are:
o written application received at the Executive Office;
o evidence of insurability satisfactory to GIAC;
o payment of any outstanding Policy Debt with 8% interest compounded yearly;
o the insured must be living on the date the reinstatement takes effect; and
o payment of the greater of:
o all overdue Policy Premiums with 6% interest compounded yearly; or
o 110% of the increase in the Cash Surrender Value resulting from
reinstatement, plus all overdue premiums for any applicable rating
charge and any additional benefit riders attached to this policy
with 6% interest compounded yearly.
6. ALLOCATIONS AND TRANSFERS
Allocation of Net Premiums
The owner may allocate all or part of a Net Premium to the Fixed-Rate Option or
to purchase investment units of any of the Variable Investment Options. GIAC
reserves the right to limit the number of options in which the Policy Account
Value may be invested. All allocation percentages must be in whole numbers not
less than ten; no fractional percentages are permitted. The sum of the
percentages allocated among the options must equal 100.
Net Premiums received prior to the Issue Date will be allocated to the elected
options on the Issue Date. The first Net Premium is shown on page 3. Subsequent
Net Premiums will be allocated to the Variable Investment Options and the
Fixed-Rate Option, in accordance with the allocation percentages in effect on
the date GIAC applies the Net Premium (see "Crediting Payments" on page 9).
The allocation percentages in effect on the Issue Date are those designated in
the application and shown on page 3. These percentages apply to the first Net
Premium and to future Net Premiums, unless subsequently changed. GIAC will
change the allocation percentages upon receipt of the owner's proper written
request at the Executive Office. Any allocation change:
o will apply to all Net Premiums submitted after GIAC receives the request
at the Executive Office; and
95-MPVL Page 11 {POL NO}
<PAGE>
ALLOCATIONS AND TRANSFERS--cont'd
o will not apply to amounts attributable to the unloaned Policy Account
Value on or prior to the date GIAC receives the notice at the Executive
Office.
Transfers
The owner may transfer all or a portion of the unloaned Policy Account Value
among the Variable Investment Options and the Fixed-Rate Option, subject to the
conditions and restrictions described below.
o GIAC must receive the owner's proper request for transfer at the Executive
Office.
o The minimum amount which may be transferred from a Variable Investment
Option or the Fixed-Rate Option is the lesser of the amount shown on page
3 or the entire value of that option.
o GIAC reserves the right to charge for each transfer, after the fourth
transfer in a policy year. The amount of the transfer charge is shown on
page 3. GIAC will deduct any transfer charge from the options from which
the amounts are transferred. However, a transfer charge will not be
assessed for certain transactions as described elsewhere in this policy.
Transfers Among the Variable Investment Options or into the Fixed-Rate Option
o Any transfer among the Variable Investment Options or into the Fixed-Rate
Option will be effective as of the end of the Valuation Date on which the
request is received at the Executive Office.
o GIAC reserves the right to limit transfers among the Variable Investment
Options or into the Fixed-Rate Option to once every 30 days.
Transfers from the Fixed-Rate Option
GIAC permits transfers from the Fixed-Rate Option into one or more of the
Variable Investment Options only once each year on or within 30 days after a
Policy Anniversary. Amounts first allocated or transferred to the Fixed-Rate
Option will be the first amounts transferred from this option. The maximum
amount that may be transferred from the Fixed-Rate Option each policy year is
the greater of:
o 33 1/3% of the Policy Account Value attributable to the Fixed-Rate Option
on the Policy Anniversary; or
o $2500.
Transfers from the Fixed-Rate Option will be effective:
o on the Policy Anniversary, if GIAC receives the owner's transfer request
at the Executive Office on or within 30 days prior to that Anniversary; or
o as of the end of the Valuation Date on which GIAC receives the owner's
transfer request at the Executive Office, if such request is received
within 30 days after a Policy Anniversary.
GIAC will not process any request for transfer from the Fixed-Rate Option which
is received on any other date.
Dollar Cost Averaging Transfer Option
The owner may make monthly transfers under the Dollar Cost Averaging Transfer
Option if a portion of the Policy Account Value is attributable to The Guardian
Cash Fund Variable Investment Option.
Under this option, an amount specified by the owner automatically will be
transferred from The Guardian Cash Fund on a Monthly Date and into one or more
of the other Variable Investment Options or into the Fixed-Rate Option, as
elected by the owner. The minimum amount which may be transferred into each
option is $100 per transfer.
The following conditions apply to the Dollar Cost Averaging Transfer Option:
o GIAC must receive the owner's proper written election of this option at
the Executive Office at least 3 Valuation Dates before the Monthly Date on
which such monthly transfers are to begin; and
o the portion of the Policy Account Value attributable to The Guardian Cash
Fund on the date this option is elected must be at least 24 times the
amount designated for transfer each month.
The Dollar Cost Averaging Transfer Option will terminate if:
o GIAC receives the owner's proper written request for cancellation at the
Executive Office at least 3 Valuation Dates before the Monthly Date on
which a transfer would normally occur;
o the portion of the Policy Account Value attributable to The Guardian Cash
Fund is less than the amount designated for transfer on a Monthly Date.
GIAC automatically will transfer the portion of the Policy Account Value
remaining in The Guardian Cash Fund on a pro-rata basis into the other
Variable Investment Options or
95-MPVL Page 12
<PAGE>
ALLOCATIONS AND TRANSFERS--cont'd
into the Fixed-Rate Option, in accordance with the owner's then current
Dollar Cost Averaging transfer instructions; or
o a Policy Value Option takes effect.
The owner may change the transfer instructions under this option or reinstate
this option if it has terminated. GIAC must receive the owner's proper written
request at the Executive Office at least 3 Valuation Dates before the Monthly
Date on which the change or reinstatement would take effect. The portion of the
Policy Account Value attributable to The Guardian Cash Fund must be at least 24
times the amount designated for transfer each month on the date this option is
reinstated.
7. THE SEPARATE ACCOUNT
The Guardian Separate Account K
The Variable Investment Options under this policy are funded by a separate
investment account established by GIAC under the laws of the state of Delaware.
The separate account is The Guardian Separate Account K (Account K). Account K
is registered as a unit investment trust with the Securities and Exchange
Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act). Its
units are registered under the Securities Act of 1933. Account K is treated as a
division of GIAC.
Account K is used to provide values and benefits for variable life insurance
policies only. GIAC owns the assets in Account K. The assets in Account K are
kept separate from:
o GIAC's general account; and
o GIAC's other separate accounts.
Assets equal to the reserves and liabilities of Account K will not be charged
with liabilities that arise from any other business GIAC may conduct. GIAC may
transfer assets in excess of the reserves and liabilities of Account K to its
general account. Income and realized and unrealized gains and losses from assets
in Account K are credited to or charged against Account K without regard to
income, gain, or loss in GIAC's general account, or other separate accounts.
Investment Divisions
Account K consists of several investment divisions. Each investment division of
Account K invests in shares of a mutual fund. Each mutual fund is managed by an
investment adviser registered under the Investment Advisers Act of 1940. The
investment divisions available on the Issue Date are listed in the then current
prospectus for Account K. Each mutual fund is more fully described in a separate
prospectus. Any investment adviser's fee, if applicable, is described in the
appropriate prospectus.
Rights Reserved
GIAC reserves the right to take certain actions which it deems:
o necessary to serve the best interests of the owner and beneficiary; and
o appropriate to carry out the purposes of this policy.
GIAC will exercise its reserved rights only when permitted by applicable law.
When required by law, GIAC will obtain approval by the owner and any appropriate
regulatory authority. Examples of the actions GIAC may take include:
o operating Account K in any form permitted under the 1940 Act, or in any
other form permitted by law;
o taking any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act;
o deregistering Account K under the 1940 Act;
o transferring any assets in an investment division:
o into another investment division; or
o into one or more separate accounts; or
o into GIAC's general account;
o adding, combining or removing investment divisions in Account K;
o substituting, for the mutual fund shares held in any investment division,
the shares of another class issued by such mutual fund or the shares of
another investment company or any other investment permitted by law;
o changing the way GIAC deducts or collects charges under a policy, but
without increasing the charges unless and to the extent permitted by other
provisions of this policy;
o modifying this policy as necessary to ensure that it continues to qualify
as life insurance under Section 7702;
o making any other necessary technical changes in this policy in order to
conform with any action this provision permits GIAC to take;
o adding to, eliminating, or suspending the
95-MPVL Page 13 {POL NO}
<PAGE>
THE SEPARATE ACCOUNT--cont'd
owner's ability to allocate Net Premiums or transfer unloaned Policy
Account Value amounts into any Variable Investment Option or into the
Fixed-Rate Option.
GIAC will notify the owner if any of these changes result in a material change
in the underlying investments of an investment division of Account K to which
any part of the Policy Account Value is allocated. Details of any such change
will be filed with any regulatory authority where re quired and will be subject
to any required approval. If the owner objects to the material change and a
portion of the Policy Account Value is attributable to the affected investment
division, then GIAC will transfer that value into:
o another investment division; or
o the Fixed-Rate Option.
To effect such transfer, GIAC must receive the owner's proper written request at
the Executive Office within 60 days of the postmarked notice of material change.
GIAC will not deduct a transfer charge for this transaction.
8. THE FIXED-RATE OPTION
The Fixed-Rate Option is funded by GIAC's general account. The owner may:
o allocate all or part of any Net Premiums to the Fixed- Rate Option; or
o transfer all or part of the Policy Account Value attributable to the
Variable Investment Options into the Fixed-Rate Option (for restrictions
on transfers from the Fixed-Rate Option, see "Transfers from the
Fixed-Rate Option" on page 12).
GIAC will credit interest on all amounts allocated or transferred to the
Fixed-Rate Option. Interest will accrue daily at a minimum guaranteed effective
annual rate of 4%. GIAC may declare interest rates greater than 4% at its
discretion. Amounts allocated or transferred to the Fixed-Rate Option are
credited with a fixed rate of interest which is guaranteed from the date of
allocation or transfer until the next Policy Anniversary. On each Policy
Anniversary, GIAC will credit interest on all amounts held in the Fixed-Rate
Option at the interest rate then in effect. Such rate will remain in effect for
such amounts until the next Policy Anni versary. The annual statement to the
owner shows the interest rate in effect on a Policy Anniversary if a portion of
the Policy Account Value is then attributable to the Fixed-Rate Option. GIAC
will provide the interest rate in effect on any other date upon request.
9. POLICY ACCOUNT VALUE
The Policy Account Value is the sum of the values attributable to this policy
which are allocated to the Variable Investment Options, the Fixed-Rate Option,
and the Loan Collateral Account.
The portion of the Policy Account Value attributable to a Variable Investment
Option equals:
o the number of Investment Units attributable to this policy which are in
that Variable Investment Option;
multiplied by:
o the value of an Investment Unit for that Variable Investment Option.
The portion of the Policy Account Value attributable to the Fixed-Rate Option
and the Loan Collateral Account, if any, is expressed as a dollar amount.
Investment Units
Amounts allocated, transferred or added to a Variable Investment Option are used
to purchase Investment Units. Investment Units are redeemed and cancelled when
amounts are deducted, withdrawn or transferred from a Variable Investment
Option. GIAC determines the number of Investment Units purchased or redeemed in
a Variable Investment Option by dividing the dollar amount of the transaction by
the Investment Unit value for that Variable Investment Option on the date of the
transaction.
Investment Unit Value
GIAC determines an Investment Unit value for each Variable Investment Option for
every day of the calendar year. The Investment Unit value for any day is (a)
multiplied by (b), where:
o (a) is the Investment Unit value for the immediately preceding day; and
o (b) is the net investment factor, as described below, for the current
date.
Net Investment Factor
The net investment factor for a Variable Investment Option is determined by
dividing the sum of (a) and (b) by (c), and subtracting (d) from the result,
95-MPVL Page 14
<PAGE>
POLICY ACCOUNT VALUE--cont'd
where:
o (a) is the net asset value per share of the Variable Investment Option's
corresponding mutual fund, for the current Valuation Period;
o (b) is the per share amount of any dividends or capital gains distributed
by the mutual fund during the current Valuation Period;
o (c) is the net asset value per share of such mutual fund for the
immediately preceding Valuation Period;
o (d) is the sum of the daily charges GIAC deducts from the Variable
Investment Options for:
o the mortality and expense risks assumed by GIAC. The daily deduction
for mortality and expense risks will not exceed .00002477 of Account
K's daily assets, or the equivalent of a charge not exceeding .90%
annually; and
o any federal, state or local taxes.
Monthly Deductions
On each Monthly Date, GIAC will make deductions from the Variable Investment
Options and the Fixed-Rate Option in proportion to the portion of the Policy
Account Value attributable to each option. The total amount deducted from the
options for a policy month is the sum of:
o the monthly administrative charges as shown on page 3;
o the monthly charge for the Guaranteed Insurance Amount as shown on page 3;
and
o the monthly cost of insurance charge for the Basic Policy.
Monthly Cost of Insurance
The monthly cost of insurance charge for the Basic Policy on each Monthly Date
is (a) multiplied by (b); divided by (c), where:
o (a) is the monthly cost of insurance rate in effect on that Monthly Date;
o (b) is the Net Amount at Risk on that Monthly Date after the monthly
deductions for:
o the administrative charges and the Guaranteed Insurance Amount charge; o
(c) is $1000.
Monthly cost of insurance rates are based on the insured's premium class,
Attained Age and sex. GIAC has the right to change the monthly cost of insurance
rates; however, these rates will never exceed the maximum monthly cost of
insurance rates shown in the table on page 4. Any such change will be on a
uniform basis for insureds who have the same:
o premium class;
o Attained Age; and
o sex.
Any change in the monthly cost of insurance rates will be based on changes in
future expectations for:
o mortality;
o expenses;
o persistency;
o federal income taxes; and
o GIAC's investment earnings in its general account.
Changes in the monthly cost of insurance rates:
o will be determined only prospectively;
o will not occur because of a deterioration in the
insured's health;
o will not be made so GIAC may recoup any prior
losses;
o will apply to all policies that are issued on this form;
and
o will comply with the procedures and standards on file with the insurance
department for the jurisdiction where this policy is delivered.
Transaction Deductions
GIAC also will make the following transaction deductions from the Variable
Investment Options and the Fixed-Rate Option, as applicable:
o surrender charges (see "Partial Withdrawals and Surrender" on page 16 for
a description of how and when surrender charges are calculated);
o a withdrawal charge, if a partial withdrawal is made (see "Partial
Withdrawal of Net Cash Surrender Value" on page 3 for the amount of the
withdrawal charge);
o any applicable transfer charge (see "Transfers" on page 3); and
o any deductions made under the Premium Skip Option to pay the portion of
the Policy Premium attributable to any applicable rating charge and/or
additional benefit riders (see "Premium Skip Option" on page 10).
GIAC will make transaction deductions, excluding transfer charges, first from
the Variable Investment Options in proportion to the portion of the Policy
Account Value attributable to each Variable Investment Option. Any excess over
the amount available in the Variable Investment Options then will be deducted
from the Fixed- Rate Option. GIAC will deduct transfer charges from the options
from which amounts were transferred.
95-MPVL Page 15 {POL NO}
<PAGE>
10. PARTIAL WITHDRAWALS AND SURRENDER
Partial Withdrawals
After the first policy year and while the insured is living, the owner may
request a partial withdrawal of the Net Cash Surrender Value, subject to the
conditions described below. The minimum partial withdrawal amount is shown on
page 3. A partial withdrawal will reduce the Policy Account Value and the death
proceeds by the amount of the partial withdrawal and any applicable deductions.
The partial withdrawal and any resulting reductions will take effect as of the
date GIAC receives the owner's proper written request for the partial withdrawal
at the Executive Office. GIAC will send the owner revised policy pages
reflecting any reductions in benefits and values due to a partial withdrawal.
The conditions for taking a partial withdrawal are as follows:
o GIAC must receive the owner's proper written request at the Executive
Office;
o the Cash Surrender Value remaining after a partial withdrawal must be at
least the Benchmark Value for that policy year, adjusted to the date of
the partial withdrawal; and
o the Net Cash Surrender Value after a partial withdrawal must be at least
zero.
The amount GIAC will deduct from the Variable Investment Options and the
Fixed-Rate Option for a partial withdrawal will be the sum of:
o the amount requested;
o the withdrawal charge as shown on page 3; and
o pro-rata surrender charges, adjusted to the date of the partial
withdrawal. These charges will be deducted as described in "Surrender" if
during the first 12 policy years a partial withdrawal reduces the
Guaranteed Insurance Amount. A partial withdrawal will not reduce the
Guaranteed Insurance Amount if:
o Death Benefit Option 2 is in force; or
o the Section 7702 Minimum Death Benefit exceeds the Guaranteed
Insurance Amount after the partial withdrawal.
GIAC will not process any request for a partial withdrawal which exceeds the
amount available.
The amount of any partial withdrawal and any applicable charges first will be
deducted from the Variable Investment Options in proportion to the portion of
the Policy Account Value attributable to each Variable Investment Option. The
portion of a partial withdrawal which exceeds the Policy Account Value
attributable to the Variable Investment Options then will be deducted from the
Fixed-Rate Option.
Surrender
The owner may surrender this policy for its Net Cash Surrender Value if GIAC
receives this policy and proper written request at the Executive Office. Upon
surrender, this policy will terminate and all insurance under this contract will
end.
GIAC will deduct surrender charges if before the 12th Policy Anniversary:
o this policy is surrendered for its Net Cash Surrender Value;
o a policy value option takes effect;
o the Guaranteed Insurance Amount is reduced; or
o a partial withdrawal reduces the Guaranteed Insurance Amount.
Surrender charges include both a Deferred Sales Charge and a Deferred
Administrative Charge. Any surrender charges first will be deducted from the
Variable Investment Options in proportion to the portion of the Policy Account
Value attributable to each Variable Investment Option. Surrender charges in
excess of the portion of the Policy Account Value attributable to the Variable
Investment Options then will be deducted from the Fixed-Rate Option.
The Deferred Sales Charge in a policy year is the lesser of (a) or (b), but not
less than zero, where:
o (a) is:
o 36% of the annual Basic Scheduled Premium payable for the first
policy year, if the insured's Age is 77 or less;
o 33% of the annual Basic Scheduled Premium payable for the first
policy year, if the insured's Age is 78; or
o 30% of the annual Basic Scheduled Premium payable for the first
policy year, if the insured's Age is 79 or 80;
less the sum of (1) and (2) where:
o (1) is 3% of all Basic Scheduled Premiums and unscheduled
payments paid; and
o (2) is any Deferred Sales Charge previously assessed due to a
reduction in the Guaranteed Insurance Amount.
o (b) is the Maximum Deferred Sales Charge, for the applicable policy year,
as shown on page 3.
The Deferred Administrative Charge is based on the table shown below.
95-MPVL Page 16
<PAGE>
PARTIAL WITHDRAWALS AND SURRENDER--cont'd
Deferred Administrative Charges (per $1,000 of Guaranteed Insurance Amount)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Policy 1 2 3 4 5 6 7 8 9 10 11 12 13
Year:
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age 2.40 2.20 2.00 1.80 1.60 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.0
00-27
Age 3.00 2.75 2.50 2.25 2.00 1.75 1.50 1.25 1.00 0.75 0.50 0.25 0.0
28-29
Age 3.60 3.30 3.00 2.70 2.40 2.10 1.80 1.50 1.20 0.90 0.60 0.30 0.0
30-31
Age 4.20 3.85 3.50 3.15 2.80 2.45 2.10 1.75 1.40 1.05 0.70 0.35 0.0
32-34
Age
35-80 4.80 4.40 4.00 3.60 3.20 2.80 2.40 2.00 1.60 1.20 0.80 0.40 0.0
- --------------------------------------------------------------------------------------------
</TABLE>
The actual Deferred Administrative Charges for each applicable policy year are
shown on page 3.
11. POLICY LOANS
After the first policy year, the owner may obtain a policy loan if:
o the insured is living; and
o GIAC receives the owner's proper written request at the Executive Office.
This policy must be assigned to GIAC; this is the only security needed. No loan
will be granted if this policy is in force as Fixed Benefit Extended Term
Insurance.
Loan Value
The loan value is the maximum amount the owner may borrow on this policy. There
is no loan value during the first policy year. The loan value on any date after
the first policy year is:
o 90% of the Cash Surrender Value on that date;
less:
o the amount of any Policy Debt on that date.
The minimum loan amount is shown on page 3.
Loan Interest
Loan interest accrues daily at an effective yearly rate of 8%. This interest is
payable on each Policy Anniversary or on the due date of a required loan
repayment (see "Repayment" below). Interest not paid when due:
o will be capitalized and added to the outstanding policy loan and will be
charged interest at the same rate; and
o will cause an amount equal to the unpaid interest to be transferred from
the Variable Investment Options and the Fixed-Rate Option into the Loan
Collateral Account in the manner described in "Loan Collateral Account".
Loan Collateral Account
When the owner takes a policy loan, GIAC transfers an amount equal to the policy
loan from the Variable Investment Options and the Fixed-Rate Option into a Loan
Collateral Account within GIAC's general account. The loan amount remains in the
Loan Collateral Account until the loan is repaid. Amounts transferred from the
Variable Investment Options into the Loan Collateral Account no longer share in
the investment experience of the options from which they were transferred.
Amounts transferred from the Fixed-Rate Option no longer earn the rate of
interest which applied to the transferred amounts.
The amount of a loan will first be transferred from the Variable Investment
Options in proportion to the portion of the Policy Account Value attributable to
each Variable Investment Option. The portion of a loan which exceeds the Policy
Account Value in the Variable Investment Options will then be transferred from
the Fixed-Rate Option.
Amounts in the Loan Collateral Account earn interest from the date of the
transfer at a minimum effective yearly rate of 6%.
Policy Debt reduces the Net Cash Surrender Value.
Repayment
Except for required loan repayments, any outstanding Policy Debt may be repaid
at any time before the insured's death while this policy is in full force or
while this policy is continued as Reduced Paid-Up Insurance or Variable Reduced
Paid-Up Insurance. The minimum loan repayment amount is shown on page 3.
95-MPVL Page 17 {POL NO}
<PAGE>
POLICY LOANS--cont'd
GIAC will require a loan repayment when the Policy Debt exceeds the Cash
Surrender Value. GIAC will notify the owner if a loan repayment is required. The
notice will specify the amount and due date of any required loan repayment (see
"Due Date and Default" and "Grace Period" on page 11). The amount of the
required loan repayment will be the sum of:
o the amount by which the Policy Debt exceeds the Cash Surrender Value on
the Monthly Date that GIAC identified the shortfall; and
o 10% of the Cash Surrender Value on the same Monthly Date.
GIAC will transfer from the Loan Collateral Account the amount of any loan
repayment less a proportional amount of accrued loan interest, plus interest
paid by such Account, as follows:
o first, into the Fixed-Rate Option, if any policy loan
was taken from this option; and
o second, into the Variable Investment Options and the Fixed-Rate Option, in
accordance with the allocation percentages in effect on the date of the
repayment.
Any outstanding Policy Debt may also be repaid within 60 days after the
insured's death if:
o the death proceeds of this policy have not been paid in one sum or applied
under a payment option; or
o the policy is in full force or was in full force on the date of the
insured's death, or is being continued as Reduced Paid-Up Insurance or
Variable Reduced Paid-Up Insurance.
Any Policy Debt not repaid upon the insured's death will be deducted from the
death proceeds.
12. POLICY VALUE OPTIONS
The owner may elect a policy value option if:
o this policy is in default;
o the insured is living; and
o this policy has a Cash Surrender Value.
GIAC must receive the owner's proper written request at the Executive Office
before the end of the grace period. If no election is made before the end of the
grace period, the automatic option will be (a) if available, otherwise (b).
Surrender charges, if applicable, will be deducted upon effecting a policy value
option (see "Surrender" on page 16).
Policy Value Options Available
Option (a)--Continue as Non-Participating Fixed Benefit Extended Term Insurance
This option is available only if Tabular Fixed Benefit Extended Term Insurance
is shown on page 4. Fixed Benefit Extended Term Insurance will not be available
if:
o this policy was issued:
o in premium class 3 or higher; or
o with a temporary rating charge.
o the insurance which would be provided under policy value option (b) is
equal to or greater than the insurance provided under this option.
Fixed Benefit Extended Term Insurance is life insurance for a level amount for a
limited period. While this option is in force:
o no Policy Premiums are due;
o no unscheduled payments or partial withdrawals are permitted; and
o no monthly deductions are taken.
The Net Cash Surrender Value will be used to purchase Fixed Benefit Extended
Term Insurance based on the insured's Attained Age, sex and premium class. The
amount of insurance will be the amount provided under the effective Death
Benefit Option, less any Policy Debt.
Fixed Benefit Extended Term Insurance:
o has a cash value upon surrender (see "Surrender of Insurance Provided by a
Policy Value Option" on page 19);
o does not have a loan value.
Values under this option are not available for allocation to the Variable
Investment Options or to the Fixed-Rate Option.
Option (b)--Continue as Non-Participating Reduced Paid-Up Insurance
Reduced Paid-Up Insurance is permanent life insurance. If this option is
elected, GIAC will irrevocably transfer the unloaned Policy Account Value to the
Fixed-Rate Option. The owner may repay any outstanding Policy Debt prior to the
date this option takes effect; however, GIAC will not require such repayment. If
Policy Debt is outstanding on the effective date of this option, it will be
continued as outstanding Policy Debt under this option. Such outstanding Policy
Debt will remain in the Loan Collateral Account and will be subject to the terms
and conditions of "Policy Loans" on page 17.
95-MPVL Page 18
<PAGE>
POLICY VALUE OPTIONS--cont'd
While this option is in effect:
o no Policy Premiums are due;
o no unscheduled payments are permitted; and
o monthly cost of insurance charges and any withdrawal
charges, if applicable, will be deducted from the Fixed-
Rate Option.
Reduced Paid-Up Insurance has a death benefit, cash value and loan value which
may vary daily, depending upon:
o interest credited to the Fixed-Rate Option;
o partial withdrawals of the net cash value or policy loans taken; and
o monthly cost of insurance deductions based on the death benefit under this
option.
Partial withdrawals reduce the death benefit under this option in the same
proportion the partial withdrawal and any withdrawal charge is to the cash value
before the partial withdrawal.
The initial death benefit under this option is the amount provided by applying
the Cash Surrender Value or the Net Cash Surrender Value, (depending on whether
outstanding Policy Debt is repaid), as a net single premium at the insured's
Attained Age, sex and premium class.
However, in no event will the death proceeds payable under this option be less
than (1) divided by (2); less (3), where:
o (1) is $1000 multiplied by the cash value on the date of death;
o (2) is the net single premium for the insured's Attained Age, sex and
premium class; and
o (3) is any outstanding Policy Debt.
Option (c)--Continue as Non-Participating Variable Reduced Paid-Up Insurance
Variable Reduced Paid-Up Insurance is available if:
o this policy has been in force for one policy year from its Issue Date;
o this policy was issued to an insured in a standard or better premium
class; and
o the Cash Surrender Value on the date of default is at least $10,000.
Option (b) will apply if the owner elects this option and option (c) is
unavailable.
Variable Reduced Paid-Up Insurance is permanent life insurance. Values under
this option may be allocated and transferred among the Variable Investment
Options and the Fixed-Rate Option. The owner may repay any outstanding Policy
Debt prior to the date this option takes effect; however, GIAC will not require
such repayment. If Policy Debt is outstanding on the effective date of this
option, it will be continued as outstanding Policy Debt under this option. Such
outstanding Policy Debt will remain in the Loan Collateral Account and will be
subject to the terms and conditions of "Policy Loans" on page 17.
While this option is in effect:
o no Policy Premiums are due;
o no unscheduled payments are permitted; and
o monthly cost of insurance charges and any withdrawal and transfer charges,
if applicable, will be deducted from the Variable Investment Options and
the Fixed-Rate Option.
Variable Reduced Paid-Up Insurance has a death benefit, cash value and loan
value which may vary daily, depending upon:
o the investment experience of the Variable Investment Options selected;
o interest credited to the Fixed-Rate Option, if selected;
o partial withdrawals of the net cash value or policy loans taken;
o monthly cost of insurance deductions based on the death benefit under this
option; and
o any transfer charge deducted, if applicable.
Partial withdrawals reduce the death benefit under this option in the same
proportion the partial withdrawal and any applicable deductions is to the cash
value before the partial withdrawal.
The initial death benefit under this option is the amount provided by applying
the Cash Surrender Value or the Net Cash Surrender Value (depending on whether
outstanding Policy Debt is repaid), as a net single premium at the insured's
Attained Age, sex and premium class.
However, in no event will the death proceeds payable under this option be less
than (1) divided by (2); less (3), where:
o (1) is $1000 multiplied by the cash value on the date of death;
o (2) is the net single premium for the insured's Attained Age, sex and
premium class; and
o (3) is any outstanding Policy Debt.
Surrender of Insurance Provided by a Policy Value Option
While the insured is living, the owner may surrender the insurance provided by a
Policy Value Option for a net cash value.
The net cash value on any date is equal to:
o the cash value; less:
o any outstanding Policy Debt.
95-MPVL Page 19 {POL NO}
<PAGE>
POLICY VALUE OPTIONS--cont'd
The cash value of Fixed Benefit Extended Term Insurance equals the then present
value of the insurance. The cash value of Reduced Paid-Up Insurance will equal
the value attributable to the Fixed-Rate Option and the Loan Collateral Account.
The cash value of Variable Reduced Paid-Up Insur ance is (1) multiplied by (2);
plus the sum of (3) and (4), where:
o (1) is the number of Investment Units attributable to each Variable
Investment Option under policy value option (c);
o (2) is the Investment Unit value for each such Variable Investment Option;
o (3) is the amount attributable to the Fixed-Rate Option;
o (4) is the amount attributable to the Loan Collateral Account.
Riders
Any additional benefit riders attached to this policy are disregarded in
computing the values of these options unless otherwise stated in the rider.
13. EXCHANGE OF POLICY
The owner may exchange this policy for a new fixed-benefit policy on the life of
the insured within 24 months of this policy's Issue Date; evidence of
insurability will not be required. The values under the new policy will not be
available for allocation to the Variable Investment Options or the Fixed-Rate
Option. This exchange is subject to the following conditions:
o GIAC must receive satisfactory written request at the Executive Office;
o this policy must be in full force with all due Policy Premiums paid to the
exchange date, as defined below;
o this policy must be surrendered to GIAC;
o the exchange cost, if any, must be paid to the issuing company (see
"Exchange Cost or Credit" below);
o any outstanding Policy Debt must be paid to GIAC;
o the new policy will be an annual premium whole life plan then being issued
by GIAC or its affiliate;
o the new policy will have the same Policy Date as this policy;
o the face amount of the new policy will be the Guaranteed Insurance Amount
in effect on the exchange date;
o the new policy's premium class will be the same as this policy's, if
available, or the issuing company's nearest equivalent; however, it will
be subject to any face amount limitations then in effect;
o premiums for the new policy will be based on the published rates of the
issuing company on the exchange date. The premiums will depend on the new
policy's plan, face amount and premium class, and the insured's Age and
sex;
o the contestable and suicide periods for the new policy will be measured
from the Issue Date of this policy. If this policy has been reinstated,
the contestable period for the new policy will be measured from the
reinstatement date; and
o the new policy will be subject to any existing assignment of this policy.
Riders
If an accidental death benefit rider or waiver of premium rider is in force on
the exchange date, the new policy may include these riders without evidence of
insurability. Other additional benefit riders will be available on the new
policy only with the issuing company's consent. All riders on the new policy
will be subject to the issuing company's rules on the exchange date.
Exchange Cost or Credit
In some cases, there may be an exchange cost or credit. The exchange cost or
credit is the greater of (1) or (2) where:
o (1) is the cumulative premiums for the new policy with interest at 6%,
less the cumulative Policy Premiums for this policy with interest at 6%;
o (2) is the cash value of the new policy, less this policy's Cash Surrender
Value on the exchange date. The cash value will depend on the new policy's
face amount, premium class, and the insured's Age and sex on the Policy
Date.
If this amount is less than zero, the issuing company will pay an exchange
credit to the owner. If this amount is greater than zero, the owner must pay the
exchange cost to the issuing company.
Exchange Date
The exchange date is the Issue Date of the new policy. This date is the later
of:
o the date GIAC receives the owner's proper written request for exchange and
this policy at the Executive Office; or
o the date the issuing company receives any exchange cost payable by the
owner.
95-MPVL Page 20
<PAGE>
14. PAYMENT OPTIONS
Payment of Proceeds
The proceeds of this policy will be paid in one sum, unless otherwise provided.
All or part of this sum may be applied under any payment option described below
or in any other manner GIAC approves. The payee under any payment option must be
a natural person.
Election of Payment Options
During the insured's lifetime, the owner may choose any option for payment of
the death proceeds. If no election is in force when the proceeds become payable,
the payee may make an election subject to the following conditions:
o for death proceeds, election must be made within one year after the
insured's death;
o for other proceeds, election must be made within 60 days after the
proceeds become payable.
The owner may appoint a secondary payee to receive any payments remaining after
the death of the payee. Upon the death of any payee receiving payments under an
option, the remaining payments will be continued to the secondary payee or paid
in one sum as described in "Termination" on page 22, whichever is elected.
Any election must be in a written form satisfactory to GIAC.
Options Available
o Option 1 - Proceeds Left at Interest: GIAC will hold the proceeds, making
monthly interest payments. The yearly interest rate will be at least 3%.
Any additional interest will be determined yearly by GIAC and added to the
monthly payment.
o Option 2 - Payments of a Specified Amount: GIAC will make monthly payments
of a specified amount until the proceeds and interest are fully paid. The
total amount paid each year must be at least 10% of the original proceeds.
Interest will be added to the proceeds each year; the yearly interest rate
will be at least 3%. Any additional interest will be determined yearly by
GIAC.
o Option 3 - Payments for a Specified Period: GIAC will make monthly
payments for the number of years elected. The guaranteed payments shown in
the Option 3 table on page 23 include interest at 3% a year. GIAC also
will make yearly payments of any additional interest.
o Option 4 - Life Income with 10 Years Guar anteed: GIAC will make monthly
payments for 10 years and for the remaining lifetime of the person on
whose life the option is based. The minimum monthly payment will be based
on the applicable amount in the Option 4 table on page 23. The table is
based on 3% interest.
o Option 5 - Refund Life Income: GIAC will make monthly payments until the
total amount paid equals the proceeds settled, and for the remaining
lifetime of the person on whose life the option is based. The minimum
monthly payment will be based on the applicable amount shown in the Option
5 table on page 23. The table is based on 3% interest.
o Option 6 - Joint and Survivor Income with 10 Years Guaranteed: GIAC will
make monthly payments for 10 years and for the remaining lifetime of
either of the two persons on whose lives the option is based. The monthly
payment will be at least the applicable amount shown in the Option 6 table
on page 24. The table is based on 3% interest.
Payment Provisions
o At least $5,000 must be applied under each option selected.
o Each periodic payment must be at least $50.
o The effective date of any option is the date the proceeds become payable.
This date is the option date. Death proceeds are payable as of the date of
the insured's death.
o After an option becomes effective, it cannot be terminated for payment in
one sum, unless otherwise provided.
o The first payment under Option 1 is due one month after the option date.
The first payment under Option 2, 3, 4, 5, or 6 is due on the option date.
o Option 1, 4, 5, or 6 must be based on the life of a natural person who is
the owner, beneficiary, or payee. Under Option 6, the second life may be
that of any natural person designated in the election. Satisfactory proof
of age of such person(s) must be submitted before any payment is made.
o Under Option 4, 5, or 6, the present value of future benefits may not be
withdrawn.
95-MPVL Page 21 {POL NO}
<PAGE>
PAYMENT OPTIONS--cont'd
Termination
Upon termination of an option, any amount payable is:
o Under Option 1 or 2, any unpaid proceeds with any accrued interest.
o Under Option 3, the present value on the basis of 3% yearly compound
interest of any unpaid payments for the specified period.
o Under Option 4, 5, or 6, the present value of any unpaid payments for the
guaranteed period. This present value is derived using the interest rate
which was used in computing the actual monthly payment.
95-MPVL Page 22
<PAGE>
PAYMENT OPTION TABLES
OPTION 3 - PAYMENTS FOR A SPECIFIED PERIOD
GUARANTEED MONTHLY PAYMENT
FOR EACH $1000 OF PROCEEDS
---------------------------------------------------------
Years 1 2 3 4 5 6
Amount $ 84.87 43.28 29.43 22.50 18.36 15.59
Years 7 8 9 10 11 12
Amount $ 13.62 12.15 11.00 10.09 9.35 8.73
Years 13 14 15 16 17 18
Amount $ 8.20 7.76 7.37 7.04 6.74 6.48
Years 19 20 21 22 23 24
Amount $ 6.25 6.04 5.85 5.68 5.53 5.39
Years 25 26 27 28 29 30
Amount $ 5.26 5.14 5.04 4.94 4.84 4.76
---------------------------------------------------------
OPTIONS 4 AND 5 - MINIMUM MONTHLY PAYMENT FOR EACH $1000 OF PROCEEDS+
<TABLE>
<CAPTION>
Option 4* Option 5* Option 4* Option 5*
Age Male Female Male Female Age Male Female Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.54 3.33 3.48 3.30 63 5.28 4.75 4.96 4.55
41 3.58 3.37 3.52 3.33 64 5.41 4.86 5.07 4.65
42 3.63 3.40 3.56 3.37 65 5.55 4.98 5.19 4.75
43 3.67 3.44 3.60 3.40 66 5.69 5.10 5.31 4.85
44 3.72 3.48 3.64 3.44 67 5.84 5.23 5.44 4.96
45 3.77 3.52 3.69 3.47 68 5.99 5.37 5.57 5.08
46 3.83 3.56 3.73 3.51 69 6.15 5.52 5.72 5.20
47 3.88 3.61 3.78 3.55 70 6.32 5.67 5.87 5.34
48 3.94 3.65 3.83 3.60 71 6.49 5.83 6.03 5.48
49 4.00 3.70 3.89 3.64 72 6.66 6.00 6.19 5.63
50 4.07 3.76 3.94 3.69 73 6.84 6.18 6.37 5.79
51 4.13 3.81 4.00 3.74 74 7.02 6.37 6.56 5.96
52 4.21 3.87 4.06 3.79 75 7.20 6.56 6.75 6.14
53 4.28 3.93 4.12 3.84 76 7.39 6.76 6.96 6.33
54 4.36 3.99 4.19 3.90 77 7.57 6.96 7.18 6.53
55 4.44 4.06 4.26 3.96 78 7.75 7.17 7.42 6.75
56 4.53 4.13 4.33 4.02 79 7.92 7.38 7.66 6.98
57 4.62 4.20 4.41 4.08 80 8.09 7.59 7.92 7.23
58 4.71 4.28 4.49 4.15 81 8.26 7.79 8.19 7.49
59 4.81 4.37 4.58 4.22 82 8.41 7.99 8.48 7.77
60 4.92 4.45 4.66 4.30 83 8.56 8.18 8.78 8.07
61 5.03 4.55 4.76 4.38 84 8.70 8.36 9.10 8.39
62 5.15 4.65 4.86 4.46 85 8.82 8.53 9.44 8.72
</TABLE>
& over
* Amount payable unless option is irrevocably elected before insured's death
to be automatically effective for death proceeds. If option is elected
before insured's death, add 2 years to annuitant's age at all ages.
+ Minimum monthly payments for any ages not shown will be furnished upon
request.
95-MPVL Page 23 {POL NO}
<PAGE>
PAYMENT OPTION TABLES--cont'd
OPTION 6-MINIMUM MONTHLY PAYMENT FOR EACH $1000 OF PROCEEDS+
Female Male Age
Age 50 51 52 53 54 55 56 57 58 59
50 3.50 3.52 3.53 3.55 3.56 3.58 3.59 3.60 3.61 3.62
51 3.53 3.54 3.56 3.58 3.59 3.61 3.62 3.64 3.65 3.66
52 3.55 3.57 3.59 3.61 3.63 3.64 3.66 3.67 3.69 3.70
53 3.58 3.60 3.62 3.64 3.66 3.68 3.69 3.71 3.73 3.74
54 3.60 3.63 3.65 3.67 3.69 3.71 3.73 3.75 3.77 3.78
55 3.63 3.65 3.68 3.70 3.72 3.74 3.76 3.79 3.81 3.82
56 3.65 3.68 3.70 3.73 3.75 3.78 3.80 3.82 3.84 3.87
57 3.68 3.70 3.73 3.76 3.79 3.81 3.84 3.86 3.88 3.91
58 3.70 3.73 3.76 3.79 3.82 3.85 3.87 3.90 3.93 3.95
59 3.72 3.76 3.79 3.82 3.85 3.88 3.91 3.94 3.97 3.99
60 3.75 3.78 3.81 3.85 3.88 3.91 3.94 3.97 4.01 4.04
61 3.77 3.80 3.84 3.87 3.91 3.94 3.98 4.01 4.05 4.08
62 3.79 3.83 3.86 3.90 3.94 3.98 4.01 4.05 4.08 4.12
63 3.81 3.85 3.89 3.93 3.97 4.01 4.05 4.09 4.12 4.16
64 3.83 3.87 3.91 3.95 3.99 4.04 4.08 4.12 4.16 4.20
65 3.85 3.89 3.93 3.98 4.02 4.07 4.11 4.16 4.20 4.24
66 3.87 3.91 3.96 4.00 4.05 4.09 4.14 4.19 4.24 4.28
67 3.88 3.93 3.98 4.02 4.07 4.12 4.17 4.22 4.27 4.32
68 3.90 3.95 4.00 4.05 4.10 4.15 4.20 4.25 4.31 4.36
69 3.91 3.96 4.01 4.07 4.12 4.17 4.23 4.28 4.34 4.40
70 3.93 3.98 4.03 4.09 4.14 4.20 4.26 4.31 4.37 4.43
Female Male Age
Age 60 61 62 63 64 65 66 67 68 69 70
50 3.64 3.65 3.65 3.66 3.67 3.68 3.69 3.69 3.70 3.71 3.71
51 3.67 3.69 3.70 3.71 3.72 3.72 3.73 3.74 3.75 3.75 3.76
52 3.72 3.73 3.74 3.75 3.76 3.77 3.78 3.79 3.80 3.80 3.81
53 3.76 3.77 3.78 3.80 3.81 3.82 3.83 3.84 3.85 3.86 3.86
54 3.80 3.81 3.83 3.84 3.86 3.87 3.88 3.89 3.90 3.91 3.92
55 3.84 3.86 3.88 3.89 3.91 3.92 3.93 3.95 3.96 3.97 3.98
56 3.89 3.91 3.92 3.94 3.96 3.97 3.99 4.00 4.01 4.03 4.04
57 3.93 3.95 3.97 3.99 4.01 4.03 4.04 4.06 4.07 4.09 4.10
58 3.97 4.00 4.02 4.04 4.06 4.08 4.10 4.12 4.13 4.15 4.16
59 4.02 4.05 4.07 4.09 4.12 4.14 4.16 4.18 4.20 4.21 4.23
60 4.06 4.09 4.12 4.15 4.17 4.20 4.22 4.24 4.26 4.28 4.30
61 4.11 4.14 4.17 4.20 4.23 4.26 4.28 4.31 4.33 4.35 4.37
62 4.16 4.19 4.22 4.25 4.29 4.32 4.34 4.37 4.40 4.42 4.44
63 4.20 4.24 4.27 4.31 4.34 4.38 4.41 4.44 4.47 4.49 4.52
64 4.24 4.29 4.32 4.36 4.40 4.44 4.47 4.51 4.54 4.57 4.60
65 4.29 4.33 4.38 4.42 4.46 4.50 4.54 4.57 4.61 4.64 4.68
66 4.33 4.38 4.43 4.47 4.52 4.56 4.60 4.64 4.68 4.72 4.76
67 4.37 4.43 4.48 4.53 4.57 4.62 4.67 4.71 4.76 4.80 4.84
68 4.42 4.47 4.52 4.58 4.63 4.68 4.73 4.78 4.83 4.88 4.92
69 4.46 4.51 4.57 4.63 4.69 4.74 4.80 4.85 4.91 4.96 5.01
70 4.50 4.56 4.62 4.68 4.74 4.80 4.86 4.92 4.98 5.04 5.09
+ Minimum monthly payments for any ages not shown will be furnished upon
request.
95-MPVL Page 24
<PAGE>
15. GENERAL PROVISIONS
The Contract
The entire contract consists of the Basic Policy and any attached additional
benefit riders, endorsements, and applications. GIAC relied upon the
application(s) in issuing this policy. All statements in the application(s) are
assumed to be true to the best knowledge and belief of the person(s) making
them. These statements are representations and not warranties. No statement will
be used to contest this policy unless contained in the application(s).
Only the President, a Vice President, or the Secretary of GIAC may make or
modify this policy. No agent has the authority to:
o change this policy;
o waive any provision of this policy or any of GIAC's requirements; or
o waive an answer to any question in the application(s).
GIAC will not be bound by any promise or statement made by any agent or other
person except as stated above.
Basis of Values
Net Single Premiums and maximum cost of insurance rates under this policy are
based on:
o the Commissioners 1980 Standard Ordinary Mortality Table, male or female,
smoker, non-smoker, with continuous functions; and
o an assumed yearly interest rate of 4%.
All policy values equal or exceed those required by any state statute. A
detailed statement of the method of computing these values has been filed with
each state insurance department.
Age and Sex
If the Age or sex of the insured has been misstated, the amount of death benefit
will be that which would be purchased by the most recent deduction for the cost
of insurance and premiums for any additional benefit riders at the correct Age
and sex.
Incontestability
This policy will be incontestable after it has been in force during the
insured's lifetime for 2 years from its Issue Date, except for nonpayment of
Policy Premiums due. If the Death Benefit Option is changed from 1 to 2, the
amount of any increase in the death benefit will be incontestable after such
increase has been in force during the insured's lifetime for 2 years from the
date the change takes effect.
The contestable period of any additional benefit rider attached to this policy
is stated in the rider.
If this policy is reinstated, statements made in the reinstatement application
will be incontestable after this policy has been in force during the insured's
lifetime for 2 years from the reinstatement date.
Suicide Exclusion
If the insured commits suicide, while sane or insane, within 2 years from the
Issue Date, GIAC's liability will be limited to the greater of (a) or (b) as of
the date of death, where:
o (a) is:
o the sum of all Policy Premiums and unscheduled payments made under
this policy;
less:
o any Policy Debt; and
o any partial withdrawals and related deductions;
o (b) is the Net Cash Surrender Value.
Deferment
GIAC reserves the right to defer calculation and payment of this policy's
benefits which are attributable to the Variable Investment Options when:
o the New York Stock Exchange is closed for trading (except for customary
weekend and holiday closings); or
o the Securities and Exchange Commission restricts trading or determines
that an emergency exists; or
o a Variable Investment Option's corresponding mutual fund lawfully suspends
payment or redemption of its shares.
In such situations, GIAC may defer:
o determination or payment of a partial withdrawal, surrender or death
proceeds; or
o determination or payment of policy loans, except for a loan to pay a
Policy Premium to GIAC; or
o transfers among the Variable Investment Options; or
o allocation of Net Premiums to the Variable Investment Options.
GIAC may defer the following transactions from the Fixed- Rate Option for up to
6 months from the date GIAC receives the owner's proper request at the Executive
Office:
o determination or payment of a partial withdrawal, surrender or death
proceeds. GIAC will pay interest on deferred partial withdrawals and
surrenders at a rate not less than 3% a year if any such payment is
deferred 30 days or more. GIAC will pay interest on deferred death
proceeds in accordance with "Death
95-MPVL Page 25 {POL NO}
<PAGE>
GENERAL PROVISIONS--cont'd
Proceeds" on page 6; or
However, no interest will be payable if:
o all the conditions for taking a partial withdrawal, surrender or policy
loan have not been met; or
o GIAC defers payment of such amount for less than 10 business days; or
o the amount of interest which would be payable is
$25.00 or less.
Communications with GIAC
GIAC receives all communications only at the Executive Office. Please include
the policy number, the full names of the owner and insured, and the owner's
current address in all correspondence with GIAC.
Payments by GIAC
All amounts payable by GIAC are payable at the Executive Office.
Statement to the Owner
GIAC will provide a written statement to the owner once each year. GIAC will
send the statement soon after each Policy Anniversary.
The statement will show the following information as of the most recent Policy
Anniversary:
o the amount of death benefit;
o the Policy Account Value and the portion of the Policy Account Value
attributable to the Variable Investment Options and the Fixed-Rate Option;
o the Net Cash Surrender Value and Cash Surrender Value;
o Policy Premiums and any unscheduled payments paid, and charges deducted
since the last statement;
o any transfers or partial withdrawals since the last statement; and
o any outstanding Policy Debt.
The statement will also include any other information required by the
jurisdiction where this policy is delivered. No statement will be sent if this
policy is being continued under Fixed Benefit Extended Term Insurance.
95-MPVL NY Page 26
<PAGE>
ENDORSEMENTS
(Endorsements made at issue may also appear on page 3.)
95-MPVL Page 27 {POL NO}
<PAGE>
THIS PAGE IS INTENTIONALLY LEFT BLANK.
<PAGE>
INDEX
Subject Page
------- ----
Age and Sex................................................25
Allocation of Net Premiums.............................11, 12
Assignment..................................................8
Automatic Premium Loan.................................10, 11
Basis of Values............................................25
Beneficiary..............................................3, 8
Changes in Basic Scheduled Premiums.........................9
Communications with GIAC...................................26
Crediting Payments......................................9, 10
Death Proceeds...........................................6, 7
Deferment..............................................25, 26
Definitions..............................................5, 6
Dollar Cost Averaging Option...........................12, 13
Due Date and Default.......................................11
Exchange of Policy.........................................20
Fixed Benefit Extended Term Insurance......................18
The Fixed-Rate Option......................................14
Grace Period...............................................11
Guaranteed Premium Period................................5, 9
The Guardian Separate Account K............................13
Incontestability...........................................25
Investment Units........................................5, 14
Loan Collateral Account....................................17
Monthly Cost of Insurance..................................15
Monthly Deductions......................................3, 15
Owner....................................................3, 8
Partial Withdrawals........................................16
Payment Options........................................21, 22
Payment Option Tables..................................23, 24
Policy Account Value................................5, 14, 15
Policy Data.................................................3
Policy Loans...........................................17, 18
Premium Payment..........................................8, 9
Premium Skip Option........................................10
Reduced Paid-Up Insurance..............................18, 19
Reducing the Guaranteed Insurance Amount....................7
Reinstatement..............................................11
Rights Reserved........................................13, 14
Statement to the Owner.....................................26
Suicide Exclusion..........................................25
Surrender..............................................16, 17
Surrender of Insurance Provided by a Policy Value
Option ..............................................19, 20
Table of Benchmark Values For Comparison Purposes...........4
Table of Maximum Monthly Cost of Insurance Rates............4
Table of Net Single Premiums................................4
Table of Non-Guaranteed Tabular Values......................4
Transaction Deductions..................................3, 15
Transfers..................................................12
Unscheduled Payments........................................9
Variable Reduced Paid-Up Insurance.........................19
95-MPVL Page 28 {POL NO}
<PAGE>
Variable Whole Life Insurance Policy with Modified Scheduled Premiums
o Basic Scheduled Premiums payable during Guaranteed Premium Period remain
level and unchanged
o Basic Scheduled Premiums subject to change after Guaranteed Premium
Period, in accordance with "Changes in Basic Scheduled Premiums" on page 9
o Non-participating--No dividends payable
[LOGO] The Guardian(R)
The Guardian Executive Office:
Insurance & Annuity 201 Park Avenue South, Mail Station 215-B
Company, Inc. New York, NY 10003
95-MPVL
CERTIFICATE OF INCORPORATION
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---oo0oo---
ARTICLE I
Section 1.1 Name. The name of the corporation (hereinafter called the
Corporation) is: THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
ARTICLE II
Section 2.1 Registered Office and Registered Agent. The address of the
Corporation's registered office in the State of Delaware is 100 West 10th
Street, City of Wilmington. The name of its registered agent at such address is
The Corporation Trust Company.
ARTICLE III
Section 3.1 Corporate Purposes. A primary purpose of the Corporation is to
engage in and carry on the business of insurance as permitted under the laws of
Delaware. In addition, and without limitation by the foregoing, the purpose of
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
<PAGE>
Section 3.2 Management and Other Contracts. The Corporation may enter into
a management, supervisory or investment advisory contract and other contracts
with, and may otherwise do business with, any firm or organization
notwithstanding that the directors or officers of the Corporation may be
employees, directors or officers of such firms or organizations, and in the
absence of fraud the Corporation and such firms or organizations may deal freely
with each other, and such other contracts or any other contract or transaction
between the Corporation and such firms or organizations shall not be invalidated
or in any wise affected thereby, nor shall any director or officer of the
Corporation be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it or him under or by
reason of any such contracts or transactions; provided that nothing herein shall
protect any director or officer of the Corporation against any liability to the
Corporation or to its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office; and provided always that
such contracts or transactions shall have been fair to the Corporation as of the
time it was authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.
ARTICLE IV
Section 4.1 Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is twenty thousand (20,000) shares,
all of which shall be one class of common stock of the par value of One Hundred
Dollars ($100.00) each.
<PAGE>
ARTICLE V
Section 5.1 Power of Board to Make By-Laws. The Board may make, alter or
repeal from time to time any of the By-Laws of the Corporation, except any
particular By-Law which is specified as not subject to alteration or repeal by
the Board. Any such particular By-Law may be altered or repealed only by the
affirmative vote at a meeting of the holders of a majority of the shares of
capital stock outstanding or by the written consent of the holders of a majority
of such shares.
Section 5.2 Elections of Directors Need Not be By Written Ballot. The
elections of directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.
ARTICLE VI
Section 6.1 Incorporators. The names and mailing addresses of the
incorporators of the Corporation are:
NAME MAIL ADDRESS
---- ------------
B. J. CONSONO 100 West Tenth Street
Wilmington, Delaware 19899
F. J. OBARA, JR. 100 West Tenth Street
Wilmington, Delaware 19899
J. L. RIVERA 100 West Tenth Street
Wilmington, Delaware 19899
ARTICLE VII
Section 7.1 Reservation of Right to Amend Certificate. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate in the manner now or hereafter prescribed by law, and all
rights and powers
<PAGE>
conferred in this Certificate on stockholders, directors and officers are
subject to this reserved power.
Section 7.2 Right to Amend By-Laws. The Board of Directors is expressly
authorized to make, alter or repeal the By-Laws of the Corporation, except as
otherwise provided in any By-Laws adopted by the stockholders.
WITNESS the signatures of the undersigned this 2nd day of March, 1970.
B. J. CONSONO
F. J. OBARA, Jr.
J. L. RIVERA
<PAGE>
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 2nd day of March, 1970, personally came
before me, a Notary Public for the State of Delaware, F. J. CONSONO, F. J.
OBARA, Jr., and J. L. RIVERA all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
A. DANA ATWELL
---------------------------------
NOTARY PUBLIC
A. Dana Atwell
Notary Public
Appointed October 27, 1969
State of Delaware
Term Two Years
<PAGE>
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, EUGENE BUNTING, Secretary of State of the State Delaware, DO HEREBY
CERTIFY that the above and foregoing is a true and correct copy of Certificate
of Incorporation of "THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.", as
received and filed in this office the second day of March, A.D. 1970, at 10
o'clock A.M.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official
seal at Dover this second day of March in the year of our Lord
one thousand nine hundred and seventy.
EUGENE BUNTING
Secretary of State
R. H. CALDWELL
Ass't Secretary of State
Secretary's Office
1855 Delaware 1793
<PAGE>
Received for Record
March 2nd, A. D. 1970.
Leo J. Dugan, Jr., Recorder.
STATE OF DELAWARE :
: SS.:
NEW CASTLE COUNTY :
Recorded in the Recorder's Office at
Wilmington, in Incorporation Record ,
Vol. Page &c., the 2nd day
of March, A. D. 1970.
Witness my hand and official seal.
Leo J. Dugan, Jr.
Recorder
Recorder's Office
New Castle Co. Del.
Mercy Justice
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * *
The Guardian Insurance & Annuity Company, Inc. a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of The Guardian
Insurance & Annuity Company, Inc. (the "Corporation") resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of the Corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered "III" and Section thereof
numbered "3.2" so that, as amended, said Article and Section shall be and
read as follows: "Management and Other Contracts. The Corporation may
enter into a management, supervisory or investment advisory contract and
other contracts with, and may otherwise do business with, any firm or
organization notwithstanding that the directors or officers of the
Corporation may be employees, directors or officers of such firms or
organizations, and in the absence of fraud the Corporation and such firms
or organizations may deal freely with each
<PAGE>
other, and such contracts or any other contracts or transaction between
the Corporation and such firms or organizations shall not be invalidated
or in any way affected thereby, nor shall any director or officer of the
Corporation be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it or him under or
by reason of any such contracts or transactions; provided that nothing
herein shall protect any director or officer of the Corporation against
any liability to the Corporation or to its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office; and provided always that such contracts or
transactions shall have been fair as to the Corporation as of the time it
was authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. No director of the Corporation
shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of
<PAGE>
Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, The Guardian Insurance & Annuity Company, Inc. has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Arthur V. Ferrara, its President, and Herbert N. Grolnick, its
Secretary, this 29th day of August, 1986.
By
--------------------------------------
Arthur V. Ferrara, President
Attest:
By
--------------------------------------
(CORPORATE SEAL) Herbert N. Grolnick, Secretary
BY-LAWS
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
---oo0oo---
ARTICLE I
OFFICES
Section 1. The registered office shall be in Wilmington, Delaware.
Section 2. The corporation may have offices also at such other
places within and without the State of Delaware as the board of directors may
from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of the stockholders for the election of
directors shall be held in New York, New York at such place as may be fixed from
time to time by the board of directors. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.
<PAGE>
Section 2. Annual meetings of stockholders shall, unless otherwise
provided by the board of directors, be held on the third Thursday in February
each year if not a legal holiday, and if a legal holiday, then on the next full
business day following, at 2:00 P.M., at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. In order that the corporation may determine the
stockholders entitled to notice of or to, vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than fifty nor less than ten days before the date of
such meeting, nor more than fifty days prior to any other action. A
determination of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.
Section 4. Written notice of the annual meeting, and any special
meeting stating the place, date and hour thereof, shall be given to each
stockholder entitled to vote thereat not less than ten nor more than fifty days
before the date of the meeting.
Section 5. The officer who has charge of the stock ledger of the
corporation shall prepare, and produce a complete list of the stockholders
entitled to vote at said meeting in accordance with Section 219(a) Title 8 of
the Delaware Code.
<PAGE>
Section 6. Special meetings of the stockholders may be called by the
president and shall be called by the president or secretary by resolution of the
board of directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such resolution or request shall state the
purpose or purposes of the proposed meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, so long as the adjournment is not for more than thirty days and a
new record date is not fixed for the adjourned meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the original meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation a
<PAGE>
different vote is required in which case such express provision shall govern and
control the decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. No proxy or power of attorney to vote shall be used to vote at a
meeting of the stockholders unless it shall have been filed with the secretary
of the meeting when required by the inspectors of election. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by two inspectors of election
who shall be appointed by the board of directors, or if not so appointed, then
by the presiding officer of the meeting.
Section 11. Whenever stockholders are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all
outstanding stock entitled to vote thereon, all in accordance with Section 228,
Title 8 of the Delaware Code.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be five.*(1) By amendment of this by-law the number may be increased
or
- ----------
1 *Amended by board of directors on 11/20/86 to delete the number "five" and
insert in its place "at least seven."
<PAGE>
decreased from time to time by the board of directors within the limits
permitted by law, but no decrease in the number of directors shall change the
term of any director in office at the time thereof. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this article, and each director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected, unless sooner displaced.
Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be
<PAGE>
specified in a notice given as hereinafter provided for special meetings of the
board of directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board of directors.
Section 7. Special meetings of the board of directors may be called
by the president and shall be called by the secretary on the written request of
two directors. Notice of special meetings of the board of directors shall be
given to each director at least three days before the meeting if by mail or at
least 24 hours before the meeting if given in person or by telephone or by
telegraph. The notice need not specify the business to be transacted.
Section 8. At meetings of the board of directors, one-third of the
directors at the time in office but in no event less than two*(2) directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the
- ----------
2 *Amended by board of directors on 11/20/86 to delete the phrase "one-third of
the directors at the time in office but in no event less than two" and insert in
its place the word "five."
<PAGE>
management of the business and affairs of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting or in any written consent of the committee. The member or members of
any such committee present at any meeting and not disqualified from voting may,
whether or not he or they constitute a quorum, unanimously appoint another
member of the board of directors to act at the meeting in the place of any
absent or disqualified member.
Section 10. The committees shall keep regular minutes of their
proceedings and report the same to the board of directors.
Section 11. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.
Section 12. The directors may be paid their expenses of attendance
at each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
<PAGE>
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders mailed to them at
their addresses appearing on the books of the corporation shall be deemed to be
given at the time when deposited in the United States mail.
Section 2. Whenever any notice is required to be given a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent of
notice. Attendance of a person at a meeting of a stockholders or of directors
shall constitute a waiver of notice of such meeting except when the stockholder
or director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors at its first meeting after each annual meeting of
stockholders and shall be a president, who shall be a director, and a vice
president, a secretary, a treasurer and such other officers and agents as the
board desires who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the board or as set forth in these by-laws. Any number of offices may be held by
the same person.
<PAGE>
Section 2. The salaries of all officers of the corporation shall be
fixed by the board of directors.
Section 3. Any officer may be removed at any time by the board of
directors with or without cause. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors if the office is not discontinued.
*(3)Section 4. The president shall be the chief executive officer of
the corporation, shall preside at all meetings of the stockholders and shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are carried into
effect. He shall execute on behalf of the corporation and may affix or cause the
seal to be affixed to all instruments requiring such execution except to the
extent the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation or as
provided herein.
Section 5. The vice presidents shall act under the direction
of the president and in the absence or disability of the president, in the order
of seniority specified by the board, they shall perform the duties and exercise
the powers of the president. They shall perform such other duties and have such
other powers as the president or the board of directors may from time to time
prescribe.
Section 6. The secretary shall act under the direction of the
president. Subject to the direction of the president he shall attend all
meetings of the board of
- ----------
3 *Amended by board of directors 6/3/82 to read: "Unless the board of directors
shall elect a chairman as chief executive officer, the president shall be the
chief executive officer of the corporation . . . ."
<PAGE>
directors and all meetings of the stockholders and record the proceedings. He
shall perform like duties for the standing committees when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the board of directors, and shall perform such other duties
as may be prescribed by the president or the board of directors. He shall keep
in safe custody the seal of the corporation and cause it to be affixed to any
instrument requiring it.
Section 7. The treasurer shall act under the direction of the
president. Subject to the direction of the president he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by
the president or the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation. He may affix or cause to be affixed the seal of the corporation to
any instrument requiring it.
Section 8. On behalf of the corporation any officer may execute and
affix the corporate seal to documents necessary in the management of the affairs
of the corporation. Where two signatures are required, any two officers may
execute such documents.
<PAGE>
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the president or a vice president and the treasurer or the secretary of the
corporation, certifying the number of shares owned by him in the corporation.
Section 2. The board of directors may direct a new certificate of
stock to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed
Section 3. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation, if it is satisfied that all provisions of the
certificate of the incorporation and these by-laws regarding transfer of shares
and restrictions on such transfers have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
<PAGE>
Section 4. The corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
MISCELLANEOUS
Section 1. Dividends upon the shares of the capital stock of the
corporation may be declared and paid by the board of directors from the funds
legally available. Dividends may be paid in cash, in property, or in shares of
the capital stock of the corporation.
Section 2. Before the payment of any dividends there may be set
aside, out of any funds of the corporation available for dividends, such sum or
sums as the board of directors from time to time in its absolute discretion may
think proper, as a reserve or reserves to meet contingencies or for any other
purpose the directors shall think conducive to the interest of the corporation.
The board of directors may modify or abolish any such reserve.
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officers or offices or such other person or
persons as the board of directors may from time to time designate.
<PAGE>
Section 4. The fiscal year of the corporation shall be the calendar
year unless changed by the board of directors.
Section 5. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
ARTICLE VIII
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissable under
and pursuant to any procedure specified in the General Corporation Law of the
State of Delaware from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective
<PAGE>
rights of indemnification under any by-law, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.
The board of directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The board of directors may from time to time adopt further by-laws
with respect to indemnification and may amend these and such by-laws to provide
all time the fullest indemnification permitted by the General Corporation law of
the State of Delaware.
ARTICLE IX
AMENDMENTS
Section 1. The by-laws may be amended by a majority vote of all the
stock issued and outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting.
Section 2. The board of directors by a majority vote of the whole
board at any meeting may amend these by-laws, including by-laws adopted by the
stockholders, but the stockholders may from time to time specify particular
provisions of the by-laws which shall not be amended by the board of directors.
AMENDED AND RESTATED
AGREEMENT FOR SERVICES AND REIMBURSEMENT THEREFOR
This Agreement, dated the 18th of November, 1994, amends and restates the
Agreement for Services and Reimbursement Therefor, dated June 22, 1970, between
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York Corporation having
its principal place of business at 201 Park Avenue South, New York, New York
10003 (hereinafter called "GUARDIAN") and THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC., a Delaware Corporation having its principal place of business at
201 Park Avenue South, New York, New York 10003 (hereinafter called "THE
SUBSIDIARY").
WHEREAS, THE SUBSIDIARY is an insurance company wholly owned by GUARDIAN,
and
WHEREAS, THE SUBSIDIARY was organized for the purpose among others of
distributing variable insurance and annuity products which are subject to the
regulation of the Securities and Exchange Commission and whose benefits are
dependent upon the performance of a portfolio of common stocks and other
investments, and
WHEREAS, the net profit or net loss of THE SUBSIDIARY will ultimately
belong to GUARDIAN as the sole owner of the stock;
NOW, THEREFORE, in consideration of the mutual advantages which will
accrue to each of the parties, it is hereby convenanted and agreed as follows:
1. THE SUBSIDIARY will develop and qualify its various products for sale
to the public through those members of the Guardian Field Force and others as
may become eligible to do so.
2. THE SUBSIDIARY will account for and administer its own activities as an
Insurance Company in accordance with the laws of the several states and the
federal laws and regulations of the Securities and Exchange Commission where
applicable.
3. THE SUBSIDIARY undertakes to follow standards set by GUARDIAN in its
operations.
4. As consideration for this Agreement and in connection with carrying out
the provisions hereof, GUARDIAN agrees to provide office space, furniture,
equipment, heat and light and clerical staff. It is further agreed that GUARDIAN
will pay salaries and provide pension benefits and other employee services
including health care
<PAGE>
benefits on the same basis for THE SUBSIDIARY'S officers and staff as for
regular full-time GUARDIAN employees. In the case of those individuals not fully
occupied in work for THE SUBSIDIARY, the proportion of salaries and other costs
attributable to the individual which should be charged to THE SUBSIDIARY will be
determined by time analysis methods. The total of such costs incurred and paid
by GUARDIAN on behalf of THE SUBSIDIARY will be repaid by THE SUBSIDIARY to
GUARDIAN at quarterly intervals upon demand accompanied by a detailed statement
substantiating the amount claimed. Such costs will be allocated by GUARDIAN to
THE SUBSIDIARY using GUARDIAN's cost accounting system. Costs will be allocated
to THE SUBSIDIARY based upon services provided by various Departments of
GUARDIAN as determined by either the Department's supervising officer or manager
or through an allocation developed by GUARDIAN's Cost Accounting Department
utilizing asset information, head count or overhead information.
THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
/s/ Frank L. Pepe By /s/ John M. Smith
- ---------------------------- --------------------------------------
Witness
THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA
/s/ Frank L. Pepe By /s/ Peter L. Hutchings
- ---------------------------- --------------------------------------
Witness
[LOGO] The Guardian The Guardian Insurance & Annuity Company, Inc.(GIAC)
Executive Office:
201 Park Avenue South
Mail Station 215-B
New York, New York 10003
APPLICATION SUPPLEMENT FOR VARIABLE LIFE INSURANCE
================================================================================
Please print the following information:
Section 1: Proposed Insured
This Supplement is part of the application for variable life insurance on the
life of the Proposed Insured. (please print full name):
Name______________________________________________________________________
First Middle Last
Application Number________________________________________________________
- --------------------------------------------------------------------------------
Section 2: Death Benefit Options
Please check one of the options shown below. If no option is elected, the
automatic Death Benefit Option will be Option 1.
_______ Option 1 _______ Option 2
- --------------------------------------------------------------------------------
Section 3: Dollar Cost Averaging Transfer Option
The portion of the Policy Account Value attributable to The Guardian Cash Fund
on the date this option is elected must be at least 24 times the amount
designated for transfer each month. The minimum transfer amount per fund, per
month is $100. Each month, GIAC will dollar cost average from The Guardian Cash
Fund the following amounts into:
$__________The Guardian Stock Fund $__________The Guardian Bond Fund
$__________Baillie Gifford International Fund $__________Value Line
Strategic Asset Management Trust
$__________Value Line Centurion Fund $__________Other_________________
(please specify)
$__________The Fixed-Rate Option
- --------------------------------------------------------------------------------
Dated at_______________________________ on______________________________________
City and State Month Day Year
- ---------------------------------- --------------------------------------------
Signature of Proposed Insured Signature of Applicant/Owner if other than
Proposed Insured
- ---------------------------------- --------------------------------------------
Soliciting Agent/Dealer - Print Signature of Soliciting Agent/Dealer
Name (Witness)
--------------------------------------------
State License ID Number
================================================================================
EXHIBIT - 11(c)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
VARIABLE WHOLE LIFE INSURANCE POLICY
WITH MODIFIED SCHEDULED PREMIUMS
Amended and Restated
Description of the
Issuance, Transfer and Redemption Procedures for MSPVL Policies
Pursuant to Rule 6e-2(b)(12)(ii)
Under the Investment Company Act of 1940
and
Method of Computing Adjustments in
Payment and Cash Values
Upon Conversion to Fixed Benefit Life Policies
Pursuant to Rule 6e-2(b)(13)(v)(B)
Under the Investment Company Act of 1940
This document sets forth the administrative procedures that will be
followed by The Guardian Insurance & Annuity Company, Inc. ("GIAC") in
connection with the issuance of its Variable Whole Life Insurance Policy with
Modified Scheduled Premiums (the "Policy/Policies"), the transfer of assets held
under the Policies, and the redemption by Policyowners of their interests in
said Policies. This document also explains the method that GIAC will follow in
making cash adjustments when a Policy is exchanged for a fixed benefit life
insurance policy. Defined terms indicated by initial upper case letters have the
same meaning herein as in the registration statement on Form S-6 for the
Policies and the Separate Account through which they are issued (Reg. No.
33-83412).
<PAGE>
I. Procedures Relating to Issuance of the Policy*
A. Premium Schedules and Underwriting Standards
Basic Scheduled Premiums for GIAC's Policy will not be the same for
all owners. Insurance is based on the principle of pooling and distribution of
mortality risks, which assumes that each owner pays premiums commensurate with
the insured's mortality risk as actuarially determined, reflecting factors such
as age, sex, health and occupation. A uniform premium for all insureds would
discriminate unfairly in favor of those insureds representing greater risks.
Although there will be no uniform Basic Scheduled Premium for all insureds,
there will be a single price for all insureds of the same age and sex who are
within the same risk classification.
The Policy will be offered and sold pursuant to established premium
schedules and underwriting standards and in accordance with state insurance
laws. The prospectus for the Policies specifies Basic Scheduled Premiums for
certain illustrative ages and risk classifications. The Basic Scheduled Premiums
and any Policy Premium Assessments relating to additional risks identified with
respect to the insured and/or any additional benefits acquired by rider to the
Policy that are to be paid by a Policyowner will be specified in the Policy
issued to such owner.
B. Application and the Processing of Policy Premium Payments
When a completed application is received, GIAC will follow certain
insurance underwriting (i.e., evaluation of risk) procedures designed to
determine whether the proposed
- ----------
* The term "Policy" refers to the Policy described in the Prospectus (contained
in the registration statement to which this document is an exhibit) exclusive of
any Additional Benefit Riders described in Appendix D to the Prospectus.
-2-
<PAGE>
insured is insurable. This process may involve such verification procedures as
medical examinations, and may require that further information be provided about
the proposed insured before a determination can be made. A Policy will not be
issued until this underwriting procedure has been completed. Permanent coverage
under a Policy begins when all underwriting requirements have been met, the
first Policy Premium has been paid, and the Policy has been delivered while the
insured is living.
Although a Policy will not be issued until after the underwriting
process has been completed, if all or a portion of the first Policy Premium is
paid with the application, conditional receipt coverage (for the amount of
insurance applied for up to a specified maximum) will take effect on the later
of the date shown on Part I of the application or the last dated Part II of the
application. If a prospective insured does not qualify for conditional receipt
coverage based on the information supplied in the application, GIAC will return
any amount paid to the prospective owner until the underwriting process has been
completed.
Owners of certain fixed-benefit life insurance policies issued by GIAC
or its parent, The Guardian Life Insurance Company of America, may be able to
purchase the Policy (i) without evidence of insurability, by exchanging their
present policies or (ii) without evidence of insurability, or with simplified
underwriting, by exercising applicable riders to their fixed-benefit life
insurance policies. If they elect to convert, they may receive a credit upon
conversion in an amount up to one annual premium.
The Policy Date is the date as of which the insured's Age is
determined and can be the same as the effective date of any conditional receipt
coverage if a sufficient portion of the first Policy Premium is paid
concurrently with the signing of the completed application. If no such Policy
Premium payment is submitted with the application, the Policy Date is the date
when the Policy is issued. The Policy Date is used to measure Policy months and
Policy years.
-3-
<PAGE>
Under certain circumstances, GIAC will permit a policy to be
backdated, upon request, but only to a Policy Date not earlier than six months
prior to the date the application is signed. To backdate a policy, GIAC will
require the payment of all Policy Premiums that would have been due had the
application date coincided with the backdated Policy Date. Also, on the Issue
Date, all monthly deductions for the period from the backdated Policy Date to
the Issue Date will be deducted.
GIAC credits and allocates any payment received on or before the
Issue Date in an amount less than $100,000 to the investment divisions of the
Separate Account (i.e., the Variable Investment Options) chosen by the
Policyowner and/or the Fixed-Rate Option as of the Issue Date. The payment may
include the Policy Premium and a permitted unscheduled payment amount, but only
the Net Premium amount will be allocated among the Variable Investment Options
and the Fixed-Rate Option. The Net Premium is the Basic Scheduled Premium or
unscheduled payment minus the sum of the premium tax charge, the Deferred
Acquisition Cost tax charge and the applicable premium sales charge, all of
which are described in the prospectus. Once a Policy is in force, GIAC credits
and allocates that portion of any payment that is used to pay a Policy Premium
on the premium due date if such payment is received on or during the 31 days
preceding such premium due date. GIAC normally credits and allocates any other
payment as of the Valuation Date of receipt if it receives such a payment before
the close of business at its Executive Office. If Policy Premiums and/or
Unscheduled Payments in excess of $100,000 are received from the Policyowner
prior to the later of (i) 45 days from the date Part I of the completed
application is signed or (ii) 15 days after the Issue Date, GIAC will allocate
any Net Premium in excess of $100,000 ("Excess Net Premium") to The Guardian
Cash Fund. On the later of (i) or (ii), any Excess Net Premium allocated to The
Guardian Cash Fund, and any earnings attributable thereto, will be re-allocated
in accordance with the Policyowner's then current allocation instructions. Any
amounts which the Policyowner has allocated to the fixed-rate option or The
Guardian Cash Fund will not be counted towards the $100,000 limit and will be
allocated to the fixed-rate option and/or The Guardian Cash Fund as of the
Valuation Date of receipt. Policy Premiums may be paid annually or periodically.
Annual payments are due on Policy Anniversaries. Periodic payments are due on
the Monthly Dates specified by GIAC and will reflect the mode selected for
payment (i.e. semi-annual, quarterly or monthly). The sum of periodic Policy
Premiums is higher than annual Policy Premiums. This reflects an administrative
charge for the expense incurred in collecting and processing Policy Premiums, as
well as an interest adjustment to take account
-4-
<PAGE>
of the fact that when premiums are paid annually, GIAC has the use of the funds
for the entire year.
After the first policy year, the Policyowner may "skip" paying one or
more Policy Premiums without causing the Policy to lapse or reducing its Face
Amount if this privilege has been elected and specified eligibility criteria are
satisfied. The Policyowner may also elect to pay Policy Premiums through
Automatic Premium Loans.
II. Procedures Relating to Transfers Among Investment Divisions
The Account is subdivided into investment divisions which correspond
to the mutual funds (collectively referred to as the "Funds") currently offered
under the Policies. Each of the Funds is registered under the Investment Company
Act of 1940 as an open-end diversified management investment company. Currently,
the maximum number of options in which the Policy Account Value may be invested
or held at any one time is 7. GIAC reserves the right to change this number from
time to time.
Net Premiums for the Policy are allocated to the investment divisions
designated in the application, or as changed in writing by the Policyowner.
The Policyowner may transfer all or a portion of the unloaned Policy
Account Value among the Account's investment divisions as often as he/she
wishes, although GIAC reserves the right to limit such transfers to no more
frequently than once every 30 days and to charge $25 for each transfer in excess
of 12 in a policy year. Transfers may be requested in writing or by telephone.
Transfers are effective as of the end of the Valuation Date on which the request
is received. The minimum transfer amount is the lesser of $500 or the entire
amount held in the investment division from which GIAC effects a transfer.
The Policyowner may elect to have designated dollar amounts
automatically transferred on each Monthly Date from The Guardian Cash Fund
Investment Division to one or more of the other investment divisions or the
Fixed-Rate Option. The minimum automatic transfer amount is $100 per receiving
option.
III. Procedures Relating to Redemptions Under the Policy
A. Partial Withdrawals
After the first Policy year and while the insured is living, the
Policyowner may take withdrawals from the Net Cash Surrender Value. The minimum
net partial withdrawal amount is $500 after deduction of a partial withdrawal
charge (i.e.), the lesser of $25 or 2% of
-5-
<PAGE>
the requested withdrawal amount) and any applicable surrender charges which will
be imposed as described in the prospectus for the Policies if a partial
withdrawal reduces the Policy's Face Amount. See below. The requested partial
withdrawal amount will be deducted proportionately from the Variable Investment
Options as of the Valuation Date of the Policyowner's request until the Policy
Account Value attributable thereto is exhausted and then from the Fixed-Rate
Option. Payment will typically be made within seven days of the date that GIAC
received the Policyowner's partial withdrawal request. After effecting a partial
withdrawal, the remaining Cash Surrender Value must exceed the Benchmark Value
and the remaining Net Cash Surrender Value must be greater than zero.
B. Face Amount Reduction
After the first Policy year, the Policyowner may ask GIAC to reduce
the Face Amount of his/her Policy. The minimum reduction is $10,000. The
reduction will take effect on the Monthly Date next following the date that GIAC
approves the change.
GIAC will deduct surrender charges as described in the prospectus if
the Face Amount is reduced during the first 12 Policy years. GIAC will also
deduct a partial withdrawal charge if a partial withdrawal causes a Face Amount
reduction. See above. Policy Premiums and most Policy values will be lower after
a Face Amount reduction.
C. Policy Loans
After the first Policy year and while the insured is alive, a
Policyowner may borrow all or part of a Policy's "loan value," by assigning the
Policy to GIAC as security for the loan. A Policy's loan value is 90% of the
Cash Surrender Value on the date that GIAC receives a proper, written loan
request (which includes an assignment of the Policy) at its Executive Office,
minus any then outstanding Policy Debt. The sum of any outstanding loan amounts
plus accrued loan interest is the Policy Debt. Policy loan proceeds will
ordinarily be paid within seven days of the date that GIAC received the loan
request. The minimum loan amount is $500, unless the loan is an Automatic
Premium Loan.
-6-
<PAGE>
When a Policyowner takes a loan, GIAC transfers the amount of the loan
from the Variable Investment Options and the Fixed-Rate Option into a Loan
Collateral Account within GIAC's general account. GIAC will first transfer
amounts held in the Variable Investment Options in proportion to the Policy
Account Value held in such options as of the date it received the loan request.
If the requested loan exceeds the Policy Account Value held in the Variable
Investment Options, GIAC will transfer the excess amount from any Policy Account
Value then held in the Fixed-Rate Option.
GIAC charges the Policyowner interest on all outstanding loans at an
annual rate of 8%. Interest accrues daily and is due on Policy Anniversaries. If
loan interest is not paid when due, GIAC automatically increases the outstanding
loan by transferring amounts equal to the accrued but unpaid loan interest from
the Variable Investment Options and the Fixed-Rate Option to the Loan Collateral
Account, in the manner and order described above. Amounts in the Loan Collateral
Account earn interest at a minimum annual rate of 6%.
The Policyowner may repay all or part of the Policy Debt. The minimum
loan repayment amount is the lesser of $100, unless the repayment accompanies a
then due Policy Premium, or the then outstanding Policy Debt.
When GIAC credits and allocates a loan repayment, it transfers from
the Loan Collateral Account the amount of the repayment, minus a proportional
amount of accrued loan interest, plus any interest paid on the repaid amount by
the Loan Collateral Account, as follows:
*first, into the Fixed-Rate Option to repay
all loans provided by Policy Account Value
which had been attributable to the Fixed-Rate
Option; and
*then, into the Variable Investment Options
in accordance with the Net Premium allocation
instructions then in effect.
-7-
<PAGE>
If the Policy Debt exceeds the Cash Surrender Value on a Monthly Date,
the Policy could lapse. GIAC will notify the Policyowner that a specified loan
repayment is required to keep the Policy in force.
D. Surrender
If the insured is alive, the Policyowner may surrender the Policy by
submitting to GIAC a written and signed request (in a form acceptable to GIAC)
together with the Policy or an acceptable affidavit of loss. GIAC will normally
pay the Net Cash Surrender Value as of the Valuation Date on which it received
the surrender request within seven days. All insurance coverage ends as of the
Valuation Date that GIAC computes the Net Cash Surrender Value for surrender.
The Net Cash Surrender Value on any given date is the Policy Account
Value minus any surrender charges, minus any Policy Debt, plus any previously
paid Policy Premium Assessments that relate to periods beyond the next Monthly
Date. GIAC assesses surrender charges consisting of a deferred administrative
charge and a deferred sales charge if a Policy is surrendered during the first
12 Policy years. These charges are described in the prospectus for the Policy.
Fractional surrender charges are imposed when the Face Amount is reduced during
the first 12 Policy years.
The Net Cash Surrender Value can be paid in a single sum or under one
of the payment options described in the prospectus for the Policy. At least
$5,000 must be applied under each option selected, and periodic payments under a
payment option must be at least $50. Other restrictions and limitations are set
forth in the Policy and described in the prospectus.
If a Policy Premium or required loan repayment (see above) remains
unpaid by the end of a 31-day grace period from its due date, the Policy lapses
as of the end of the grace period unless a Policy Value Option becomes
effective. These options include fixed benefit extended term insurance, reduced
paid-up insurance and variable paid-up insurance. The Policyowner may,
alternatively, surrender the Policy for its Net Cash Surrender Value (see above)
or take steps to fulfill the conditions for reinstatement (see below).
-8-
<PAGE>
E. Death Claims
GIAC will normally pay the death proceeds under a Policy to the
beneficiary within seven (7) days after it has received due proof of the
insured's death and all other required information or documentation necessary to
make payment. **
The Policy provides two death benefit options. The Policyowner can
choose an option on the Policy application. Option 1 is the automatic option if
the Policyowner does not select an option.
The death benefit provided under Option 1 is the greater of:
*the Face Amount on the date of the insured's
death; or
*the minimum death benefit then required
under Section 7702 of the Internal Revenue
Code to assure that the Policy qualifies as
life insurance; or
*after the first Policy year, the Policy's
"variable insurance amount," which is defined
below.
The death benefit provided under Option 2 is the greater of:
*the Face Amount on the date of the insured's
death plus any amount by which the Policy
Account Value then exceeds the Benchmark
Value as adjusted to the date of death; or
*the minimum death benefit then required
under Section 7702 of the Internal Revenue
Code to assure that the Policy qualifies as
life insurance; or
*after the first Policy year, the Policy's
variable insurance amount.
- ----------
** State insurance laws impose various requirements, such as receipt of a tax
waiver, before an insurer may pay a death benefit. In addition, payment of the
death benefit is subject to the provisions of the Policy regarding suicide and
incontestability.
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<PAGE>
The minimum death benefit required under Section 7702 of the Internal Revenue
Code is $1,000 multiplied by the sum of
*the Policy Account Value, plus
*any Policy Premium Assessments paid for a
period beyond the Policy month during which
the insured died (if premiums are not then
being waived under a waiver of premium rider)
divided by the Net Single Premium for the insured's Attained Age, sex and
premium class. The Net Single Premium is adjusted to the date of death. A table
of Net Single Premiums is set forth in the Policy.
The variable insurance amount provides a guarantee that the death benefit will
be greater than the then effective Face Amount if investment performance during
the preceding Policy year was sufficiently favorable. GIAC determines the
variable insurance amount for each Policy year after the first by multiplying
$1,000 by the Policy Account Value on each Policy Review Date and dividing the
result by the Net Single Premium that applies for such Policy Review Date. The
variable insurance amount will be reduced during a Policy year if the Face
Amount is reduced or if a partial withdrawal is effected.
On or after the first Policy Anniversary, the Policyowner may change
the death benefit option in effect for his/her Policy once each Policy year.
Evidence of insurability is required to change from Option 1 to Option 2.
The death proceeds payable to the beneficiary will include Policy
Premium Assessments which relate to a period beyond the Policy month of death
and any proceeds provided by additional benefit riders, but is reduced by any
outstanding Policy Debt. If the insured dies during the grace period for an
unpaid Policy Premium, GIAC will calculate the death benefit as though such
premium had been paid and then deduct the portion of such premium that relates
to periods through the Policy month of death from the payable death proceeds.
The death proceeds will also reflect interest from the date of death to the date
of payment.
-10-
<PAGE>
GIAC will pay the death benefit from its general account, and will
transfer assets from the Separate Account to its general account in an amount
equal to the reserve liability applicable to the Policy held in the Account. Any
excess of the insurance amount over the Face Amount will be paid out of the
general account reserve maintained for that purpose.
The death proceeds can be paid in a single sum or under one of the
payment options described in the prospectus for the Policy. The Policyowner may
elect how death proceeds are to be paid while the insured is alive. If no
election is in effect when the insured dies, the beneficiary makes the election.
An option in effect at death may not be changed after death. At least $5,000
must be applied under each option selected, and periodic payments under a
payment option must be at least $50. Other restrictions and limitations are set
forth in the Policy and described in the prospectus.
IV. Deferment of Benefits
GIAC can delay the payment of death proceeds if the Policy is being
contested and may postpone calculating or paying any benefit or effecting other
Policy transactions involving any Policy Account Value held in the Separate
Account's investment divisions if: (i) the New York Stock Exchange is closed for
other than weekends or holidays, or trading is restricted; (ii) the Securities
and Exchange Commission determines that a state of emergency exists which may
make Policy transactions impracticable; or (iii) at any other time when one or
more of the Variable Investment Options' corresponding Funds lawfully suspends
payment or redemption of their shares.
V. Reinstatement
A lapsed Policy that has not been surrendered for cash may be eligible
for reinstatement for up to five years after the date of default. The insured
must be living when GIAC effects the reinstatement. GIAC must receive a written
application for reinstatement, which includes satisfactory evidence of
insurability. In addition, GIAC requires:
*repayment of any outstanding Policy Debt
with 8% interest compounded yearly; and
*payment of the greater of
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<PAGE>
**all overdue Policy Premiums with 6%
interest compounded yearly; or
**110% of the increase in the Cash Surrender
Value that results from reinstatement, plus
any overdue Policy Premium Assessments, with
6% interest compounded yearly.
A reinstated Policy has the same Policy Date, Face Amount and death
benefit option as the Policy which lapsed.
VI. Cash Adjustment Upon Exchange of Policy
In accordance with Rule 6e-2(b)(13)(v)(B), the Policyowner may
exchange the Policy for a permanent fixed benefit whole life insurance policy
offered by GIAC or its affiliate, without submission of new evidence of
insurability, within 24 months of issuance of a Policy. The new policy will have
the same Face Amount as the original Policy on the exchange date. The new policy
will have the same Policy Date, and the insured's Age and risk classification
will be retained for the new policy. This exchange privilege is designed to
permit a Policyowner to opt out of this Policy which provides benefits that vary
with investment results in order to obtain a similar policy which provides a
fixed benefit.
There may be a cost or credit to be paid upon this type of exchange. The
amount of the cost or credit is the greater of (1) or (2) where:
*(1) is the cumulative premiums for the
new policy with interest at 6% minus the
cumulative Policy Premiums for the
exchanged Policy with interest at 6%;
and
*(2) is the cash value of the new policy
minus the Cash Surrender Value of the
exchanged Policy on the exchange date.
If the greater amount is less than zero, the issuer of the new policy will
pay an exchange credit to the owner. If the greater amount is more than zero,
the owner must pay the exchange cost to the issuer of the new policy.
-12-
Ex - 3.(a)
April 24, 1998
The Guardian Insurance & Annuity Company, Inc.
201 Park Avenue South
New York, New York 10003
Re: The Guardian Separate Account K; Post Effective Amendment No. 3 to Form S-6
Registration Statement (PAL '95)
Dear Sirs:
This opinion is furnished in connection with the offering of the modified
scheduled premium variable life insurance policies ("Policy" or "Policies") by
The Guardian Insurance & Annuity Company, Inc. ("GIAC") pursuant to registration
statement on Form S-6 filed by GIAC on behalf of The Guardian Separate Account K
("Account") (File No. 33-83412) with the Securities and Exchange Commission.
I have made such investigation of law and examined such records and documents
(including those of GIAC and the Account) as in my judgment are necessary or
appropriate to render the opinion expressed below. In my opinion:
(1) GIAC is a corporation duly organized and validly existing under the
laws of the State of Delaware.
(2) The Account is a separate account, duly established by GIAC under the
provisions of Section 2932 of the Delaware Insurance Code and regulations
promulgated thereunder, and the income, gains and losses allocable to the
Account will be credited to or charged against the Account without regard
to other income, gains or losses of GIAC.
(3) The offer and sale of the Policies by GIAC have been duly authorized
and each Policy, when delivered and when the payment thereunder is made in
accordance with the prospectus as contained in the registration statement
and with the applicable local law, will be a legal, valid and binding
obligation of GIAC in accordance with its terms. Owners of the Policies,
as such, will not be subject to any deductions and charges by GIAC other
than those described or referred to in the prospectus.
I hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 3 to the registration statement on Form S-6
and to the use of my name under the heading "Legal Matters" in the
prospectus and the registration statement.
Very truly yours,
Richard T. Potter, Jr.
Vice President and Equity Counsel
EXHIBIT 3.b
CONSENT OF COUNSEL
I hereby consent both to the reference to my name under the heading
"Legal Opinion" in this Post-Effective Amendment No.3 to the Registration
Statement on Form S-6 (File No. 33-83412) for The Guardian Separate Account K
and to the filing of this consent as an exhibit thereto.
By /s/ Richard T. Potter, Jr.
----------------------------
Richard T. Potter, Jr.
Counsel
New York, New York
April 24, 1998
EXHIBIT 6
April 24, 1998
The Guardian Insurance & Annuity Company, Inc.
201 Park Avenue South
New York, New York 10003
Gentlemen:
In my capacity as Vice President and Actuary of The Guardian Insurance & Annuity
Company, Inc. ("GIAC"), I have participated in the development of the Park
Avenue Life variable whole life insurance policy with modified scheduled
premiums (the "Policy") and the preparation of the Policy form. The Policy has
been registered under the Securities Act of 1933. It is described in
Registration Statement No.33-83412 on Form S-6. I am familiar with the
Registration Statement and its Exhibits.
In my opinion, the Examples included in the prospectus, and the illustrations of
death benefits, Policy Account Values, Net Cash Surrender Values and Accumulated
Policy Premiums included in Appendix A of the prospectus, based on the
assumptions stated in the illustrations, are consistent with the provisions of
the form of the Policy. Further, the rate structure of the Policy has not been
designed so as to make the relationship between premiums and benefits, as shown
in the illustrations, appear more favorable to a prospective purchaser of a
Policy at Age 35 or Age 45 than to prospective purchasers of the Policy at other
Ages.
Further, with respect to the Deferred Acquisition Cost tax charge, in my
opinion, (i) the 1% charge is reasonable in relation to GIAC's increased federal
tax burden under Section 848 of the Internal Revenue Code resulting from the
receipt of premiums; (ii) the rate of return on surplus used in calculating the
charge is reasonable; and (iii) the factors taken into account by GIAC in
determining such targeted rate of return are appropriate.
I hereby consent to the use of this opinion as an exhibit to the Post-Effective
Amendment to the Registration Statement.
Very truly yours,
/s/ Charles G. Fisher
- -----------------------------
Charles G. Fisher, FSA
Vice President and Actuary
EXHIBIT 7.a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 3 to the Registration Statement on Form S-6 of our
report dated February 13, 1998, relating to the financial statements of The
Guardian Separate Account K and our report dated February 10, 1998, relating to
the statutory basis financial statements of The Guardian Insurance & Annuity
Company, Inc., which appear in such Registration Statement. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.
s/Price Waterhouse LLP
----------------------
PRICE WATERHOUSE LLP
New York, New York
April 24, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Peter L. Hutchings, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Peter L. Hutchings
----------------------------
Peter L. Hutchings
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Leo R. Futia, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Leo R. Futia
----------------------------
Leo R. Futia
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Philip H. Dutter, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Philip H. Dutter
----------------------------
Philip H. Dutter
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Edward K. Kane, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Edward K. Kane
----------------------------
Edward K. Kane
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Frank J. Jones, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Frank J. Jones
----------------------------
Frank J. Jones
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Arthur V. Ferrara, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Arthur V. Ferrara
----------------------------
Arthur V. Ferrara
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Joseph D. Sargent, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ Joseph D. Sargent
----------------------------
Joseph D. Sargent
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that William C. Warren, whose
signature appears below, constitutes and appoints John M. Smith, Thomas R.
Hickey, Jr., Richard T. Potter, Jr. and Vickie Riccardo and each of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any registration statements and amendments to registration
statements for any and all separate accounts established by The Guardian
Insurance & Annuity Company, Inc. which are currently in existance or which may
be established in the future and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes, may do or cause to be done by
virtue hereof.
Dated July 29, 1994
/s/ William C. Warren
----------------------------
William C. Warren
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the "Annual
Report to Shareholders" dated December 31, 1997 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK> 0000929240
<NAME> Separate Account K - Park Avenue Life
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 35,906,487
<INVESTMENTS-AT-VALUE> 37,174,179
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,174,179
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,908
<TOTAL-LIABILITIES> 37,908
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 233,907
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,616,776
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,267,692
<NET-ASSETS> 37,136,271
<DIVIDEND-INCOME> 379,555
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 145,648
<NET-INVESTMENT-INCOME> 233,907
<REALIZED-GAINS-CURRENT> 3,616,776
<APPREC-INCREASE-CURRENT> 1,195,418
<NET-CHANGE-FROM-OPS> 5,046,101
<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> 145,648
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 145,648
<AVERAGE-NET-ASSETS> 23,623,318
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 4,812,194
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .004
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
