Form 485BPOS GUARDIAN SEPARATE ACCOUN
Registration Nos. 333-187762
811-21438
811-21438
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Room 1680
WASHINGTON, D.C. 20549
202-551-5850
Room 1680
WASHINGTON, D.C. 20549
202-551-5850
FORM N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 ☒
THE SECURITIES ACT OF 1933 ☒
POST-EFFECTIVE AMENDMENT NO. 19
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ☒
THE INVESTMENT COMPANY ACT OF 1940 ☒
(Check appropriate box or boxes)
Amendment No. 140
THE GUARDIAN SEPARATE ACCOUNT R
(Exact Name of Registrant as Specified in Charter)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Depositor)
10 Hudson Yards, New York, New York 10001
(Address of Principal Executive Offices)
Depositor’s Telephone Number: (212) 598-8714
(Address of Principal Executive Offices)
Depositor’s Telephone Number: (212) 598-8714
Patrick D. Ivkovich, Senior Counsel
The Guardian Insurance & Annuity Company, Inc.
10 Hudson Yards
New York, New York 10001
The Guardian Insurance & Annuity Company, Inc.
10 Hudson Yards
New York, New York 10001
(Name and address of agent for service)
Approximate Date of
Proposed Public Offering: Continuously on and after the effective date of this registration statement.
| It is proposed that this filing will become effective (check appropriate box): | ||
| |
☒ |
immediately upon filing pursuant to paragraph (b) of Rule 485 |
| |
☐ |
on pursuant to paragraph (b) of Rule 485 |
| |
☐ |
60 days after filing pursuant to paragraph (a)(1) of Rule 485 |
| |
☐ |
on pursuant to paragraph (a)(1) 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. |
EXPLANATORY NOTE: This Post-Effective Amendment No. 19
(“Amendment No. 19”) to Form N-4 Registration Statement No. 333-187762 is being filed for the purpose of including in the Registration Statement a Prospectus Supplement that describes the reorganization of “Target Funds” into and with the corresponding “Acquiring Funds” that we intend to make available to Contract
Owners.This Amendment No. 19 incorporates by reference the information
contained in Parts A and B of Post-Effective Amendment No. 18, as filed with the U.S. Securities and Exchange Commission on May 1, 2026, and does not amend or delete the currently available Prospectuses, Statement of Additional Information, or any subsequently filed supplements to the Prospectuses and Statement of Additional Information, or other
part of the Registration Statement except as specifically noted herein.
3
Prospectus
Supplement
Dated October 9, 2026
For
Certain Variable Annuity Contracts
Dated October 9, 2026
For
Certain Variable Annuity Contracts
Issued By
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
The following supplemental information should be read in conjunction with the Prospectuses and Updated Summary Prospectuses dated:
1.
May 1, 2026 for The Guardian Investor II℠ Variable Annuity;
2.
May
1, 2026 for The Guardian Investor® Individual Variable
Annuity;
3.
May
1, 2026 for The Guardian Investor Variable Annuity B Series®;
4.
May 1, 2026 for The Guardian Investor Variable Annuity L Series®;
5.
May 1, 2026 for The Guardian Investor Retirement Asset Manager®;
6.
May 1, 2026 for The Guardian Investor ProFreedom® Variable Annuity (B Share);
7.
May
1, 2026 for The Guardian Investor ProFreedom® Variable
Annuity (C Share);
8.
May
1, 2018 for The Guardian Investor Asset Builder®
Variable Annuity;
9.
May
1, 2018 for The Guardian Investor Income Access®
Variable Annuity;
10.
May 1, 2007 for The Guardian C+C Variable Annuity;
11.
May
1, 2007 for The Guardian CxC Variable Annuity;
12.
May 1, 2000 for the Value Guard Individual Deferred Variable Annuity; and
13.
May 1, 2010 for the Value Guard II Individual and Group Deferred Variable
Annuity.
Special terms not defined herein have the meanings ascribed to them in the Prospectus.
NOTICE OF FUND REORGANIZATION
On or about December 4, 2026 (the “Reorganization Date”), subject to shareholder approval, the following “Target Funds” in which investment divisions (“subaccounts”) of the Separate Account currently may invest will be reorganized into and with the corresponding “Acquiring Funds” (the “Reorganization”).
| Target Fund |
Acquiring Fund |
| Guardian All Cap Core VIP Fund
Guardian Diversified Research VIP Fund
Guardian Integrated Research VIP Fund
Guardian Strategic Large Cap Core VIP Fund |
SA Franklin Systematic U.S. Large Cap Core
Portfolio (Class 3) |
| Guardian Balanced Allocation VIP Fund |
SA Index Allocation 60/40 Portfolio (Class 3) |
| Guardian Core Fixed Income VIP Fund |
SA Franklin Core Fixed Income Portfolio (Class 1) |
| Guardian U.S. Government/Credit VIP Fund |
SA Franklin Core Fixed Income Portfolio (Class 3) |
| Guardian Core Plus Fixed Income VIP Fund
Guardian Total Return Bond VIP Fund |
SA JPMorgan MFS Core Bond Portfolio (Class 3) |
| Guardian Equity Income VIP Fund |
SA Franklin Systematic U.S. Large Cap Value Portfolio (Class 1) |
4
| Target Fund |
Acquiring Fund |
| Guardian Global Utilities VIP Fund |
SA Large Cap Value Index Portfolio (Class 3) |
| Guardian Growth & Income VIP Fund
Guardian Large Cap Disciplined Value VIP Fund |
SA Franklin BW U.S. Large Cap Value Portfolio
(Class 3) |
| Guardian International Equity VIP Fund |
SA BlackRock Advantage International Portfolio
(Class 3) (formerly, SA Morgan Stanley International
Equities Portfolio) (Class 3) |
| Guardian International Growth VIP Fund |
SA Fidelity Institutional AM International Growth
Portfolio (Class 3) |
| Guardian Large Cap Disciplined Growth VIP Fund |
SA Franklin Large Cap Disciplined Growth Portfolio
(Class 3) |
| Guardian Large Cap Fundamental Growth VIP Fund |
SA MFS Large Cap Growth Portfolio (Class 3) |
| Guardian Mid Cap Relative Value VIP Fund
Guardian Mid Cap Traditional Growth VIP Fund
Guardian Select Mid Cap Core VIP Fund
Guardian Small-Mid Cap Core VIP Fund |
SA Franklin Mid Cap Core Portfolio (Class 3) |
| Guardian Multi-Sector Bond VIP Fund |
SA Multi-Managed Diversified Fixed Income
Portfolio (Class 3) |
| Guardian Short Duration Bond VIP Fund |
SA JPMorgan Ultra-Short Bond Portfolio (Class 1) |
| Guardian Small Cap Value Diversified VIP Fund |
SA Franklin Small Company Value Portfolio (Class 3) |
The following table provides additional information about the Acquiring Funds:
| |
|
|
As of December 31, 2025 | ||
| Type/Investment
Objective |
Portfolio CompanyAnd
Adviser/SubAdviser |
Current
Expenses |
1 Year
Average
Annual
Total
Return |
5 Year
Average
Annual
Total
Return |
10 Year
Average
Annual
Total
Return |
| The Portfolio's investment goal is
long-term capital appreciation. |
SA Franklin Systematic U.S. Large Cap Core
Portfolio (Class 3)
SunAmerica Asset Management, LLC
Franklin Advisers, Inc. |
0.79% |
18.02% |
15.11% |
N/A |
| The Portfolio's investment goals are
growth of capital and, secondarily,
current income. |
SA Index Allocation 60/40 Portfolio (Class 3)
SunAmerica Asset Management, LLC |
0.71% |
13.13% |
6.99% |
N/A |
| The Portfolio's investment goal is to
maximize total return consistent with
prudent risk. |
SA Franklin Core Fixed Income Portfolio (Class
1)
SunAmerica Asset Management, LLC
Franklin Advisers, Inc. |
0.48% (pro
forma)* |
N/A |
N/A |
N/A |
| The Portfolio's investment goal is to
maximize total return consistent with
prudent risk. |
SA Franklin Core Fixed Income Portfolio (Class
3)
SunAmerica Asset Management, LLC
Franklin Advisers, Inc. |
0.73% (pro
forma)* |
N/A |
N/A |
N/A |
| The Portfolio's investment goal is
maximum total return, consistent with
preservation of capital and prudent
investment management. |
SA JPMorgan MFS Core Bond Portfolio (Class 3)
SunAmerica Asset Management, LLC
J.P. Morgan Investment Management Inc.
Massachusetts Financial Services Company |
0.78% |
6.98% |
-0.17% |
2.19% |
| The Portfolio's investment goal is
long-term capital appreciation. |
SA Franklin Systematic U.S. Large Cap Value
Portfolio (Class 1)
SunAmerica Asset Management, LLC
Franklin Advisers, Inc. |
0.64% |
16.92% |
11.80% |
12.59% |
| Investment results that correspond with
the performance of the S&P 500 Value
Index |
SA Large Cap Value Index Portfolio (Class 3)
SunAmerica Asset Management, LLC
BlackRock Investment Management, LLC |
0.60% |
12.57% |
12.28% |
N/A |
5
| |
|
|
As of December 31, 2025 | ||
| Type/Investment
Objective |
Portfolio CompanyAnd
Adviser/SubAdviser |
Current
Expenses |
1 Year
Average
Annual
Total
Return |
5 Year
Average
Annual
Total
Return |
10 Year
Average
Annual
Total
Return |
| The Portfolio's investment goal is
growth of capital. |
SA Franklin BW U.S. Large Cap Value Portfolio
(Class 3) SunAmerica Asset Management, LLC
Brandywine Global Investment Management, LLC |
0.95% |
16.83% |
13.57% |
11.32% |
| The Portfolio's investment goal is
long-term capital appreciation. |
SA BlackRock Advantage International Portfolio
(Class 3) (formerly, SA Morgan Stanley
International Equities Portfolio) (Class 3)
SunAmerica Asset Management, LLC
BlackRock Investment Management, LLC |
1.12% |
20.99% |
5.23% |
6.11% |
| The Portfolio's investment goal is to
seek long-term growth of capital. |
SA Fidelity Institutional AM International Growth
Portfolio (Class 3)
SunAmerica Asset Management, LLC
FIAM LLC |
1.14% |
18.00% |
5.76% |
N/A |
| The Portfolio's investment goal is to
provide long-term capital growth. |
SA Franklin Large Cap Disciplined Growth
Portfolio (Class 3)
SunAmerica Asset Management, LLC
Franklin Advisers, Inc.
Putnam Investment Management, LLC
ClearBridge Investments, LLC |
0.87% (pro
forma)* |
N/A |
N/A |
N/A |
| The Portfolio's investment goal is
capital appreciation. |
SA MFS Large Cap Growth Portfolio (Class 3)
SunAmerica Asset Management, LLC
Massachusetts Financial Services Company |
0.93% |
16.39% |
14.85% |
15.87% |
| The Portfolio's investment goal is to
provide long-term capital growth. |
SA Franklin Mid Cap Core Portfolio (Class 3)
SunAmerica Asset Management, LLC
Franklin Advisers, Inc.
Brandywine Global Investment Management, LLC
ClearBridge Investments, LLC |
0.96% (pro
forma)* |
N/A |
N/A |
N/A |
| The Portfolio's investment goal is
relatively high current income and
secondarily capital appreciation. |
SA Multi-Managed Diversified Fixed Income
Portfolio (Class 3)
SunAmerica Asset Management, LLC
PineBridge Investments LLC
Wellington Management Company LLP |
0.96% |
6.62% |
-0.73% |
1.83% |
| The Portfolio's investment goal is
current income consistent with
liquidity and preservation of capital. |
SA JPMorgan Ultra-Short Bond Portfolio (Class 1)
SunAmerica Asset Management, LLC
J.P. Morgan Investment Management Inc. |
0.55% |
4.62% |
2.46% |
1.68% |
| The Portfolio's investment goal is
long-term growth of capital. |
SA Franklin Small Company Value Portfolio
(Class 3)
SunAmerica Asset Management, LLC
Franklin Mutual Advisers, LLC |
1.25% |
6.14% |
8.32% |
9.41% |
* Current expenses are estimates. The Acquiring Funds are new Funds that have no actual operating history and will commence operations on or about the Reorganization Date.
The Target Funds will no longer be available as variable investment options under the Contract after the Reorganization Date. The corresponding Acquiring Funds of the Target Funds that are available under your Contract will be available as variable investment options under the Contract on December 4, 2026. On the Reorganization Date, all subaccount units corresponding to shares of the Target Funds will be replaced with subaccount units corresponding to shares of the Acquiring Funds.
The Reorganization will be effected at the relative net asset values of the Target’s Fund’s and the Acquiring Fund’s shares. Your Contract value immediately prior to the Reorganization will equal your Contract value immediately after the Reorganization. There will be no tax consequences for you as a result of the Reorganization. The Reorganization will be performed at no cost to you. The fees and charges under your Contract will not increase as a result of the Reorganization. Your rights and the Company’s obligations under your Contract will not be altered in any way.
6
You may make changes
to your investment allocations by submitting your written, electronic or telephone instructions in Good Order by mail to Talcott Resolution – Annuity
Service Operations, Administrator for your Guardian Annuity Contract, P.O. Box 14293, Lexington, KY 40512-4293 (regular mail) or Talcott Resolution –
Annuity Service Operations, Administrator for your Guardian Annuity Contract, 6716 Grade Ln., Building 9, Suite 910, Louisville, KY 40213 (overnight mail), or by calling 1-800-830-4147.
For 30 days prior to and for 30 days after the Reorganization Date, except with respect to any market timing/short-term trading limitations as set forth in your Prospectus, there will be no exercise of any rights reserved under the Contracts to impose additional restrictions on transfers between subaccounts.
If your Contract value is automatically transferred on the
Reorganization Date, you will receive a confirmation showing the transfer of your Contract value from the subaccounts that invest in the Target Funds to
the subaccounts that invest in the corresponding Acquiring Funds. Due to the difference in unit values, the number of units you receive in the subaccounts investing in the Acquiring Funds will be different from the number of units you held in the subaccounts investing in the Target Funds.
Further, certain administrative programs will be impacted by the Reorganization. Specifically:
●
Dollar Cost Averaging (“DCA”) and Automatic Portfolio
Rebalancing (“APR”): If you are enrolled in a DCA program or APR that includes
the Target Funds, you may terminate your current allocation instructions and provide new allocation instructions at any time. If you do not provide new allocation
instructions prior to the Reorganization Date, your enrollment will automatically be updated to replace the subaccounts that invest in the Target Funds with the subaccounts that invest in the Acquiring Funds at the close of business on the Reorganization Date.
●
Premium Allocation Instructions: If you have premium allocation instructions on file that include the Target Funds, you may change those
allocation instructions by providing new allocation instructions at any time. If you do not provide new allocation instructions prior to the Reorganization Date, your
premium allocation instructions on file will automatically be updated to replace the subaccounts that invest in the Target Funds with the subaccounts that invest in the Acquiring Funds at the close of business on the Reorganization Date.
●
Automated Alert Program: If you have any Automated Alerts on file that include the Target Funds, you may change those Automated
Alerts by providing new instructions at any time. If you do not provide new instructions prior to the Reorganization Date, your Automated Alert instructions on file will
automatically be updated to replace the subaccounts that invest in the Target Funds with the subaccounts that invest in the Acquiring Funds at the close of business on the Reorganization Date.
GUARANTEED LIFETIME WITHDRAWAL BENEFIT RIDER (GLWB)
For any Contract listed above offering the GLWB, the
disclosure referencing the automatic rebalancing of investment models is replaced with the following:
“Your contract Accumulation Value will be rebalanced
automatically to the original percentages for the model you selected, on a quarterly basis. Currently, rebalancing takes place on the first Friday in the
second month of each calendar quarter. The date that automatic rebalancing takes place may change based on administrative requirements.”
Except as set forth herein, all other provisions of the prospectus shall remain unchanged.
This Prospectus Supplement Should Be Retained For Future Reference.
7
The Guardian Separate
Account R
PART C. OTHER INFORMATION
Item
27.
Exhibits
| Number |
Description |
| (a)(i) |
|
| (a)(ii) |
|
| (b) |
Not Applicable |
| (c) |
Underwriting and Distribution Contracts: |
| (c)(i) |
|
| (c)(ii) |
|
| (d)(i) |
|
| (d)(ii) |
|
| (d)(i) |
|
| (d)(iv) |
|
| (d)(v) |
|
| (d)(vi) |
|
| (e) |
|
| (f)(i) |
|
| (f)(ii) |
|
| (g)(i) |
|
| (g)(ii) |
|
| (h) |
Participation Agreements. |
| (h)(i) |
|
| (h)(i)(a) |
|
| (h)(i)(b) |
|
| (h)(i)(c) |
|
| (h)(i)(d) |
|
| (h)(i)(e) |
|
| (h)(i)(f) |
|
| (h)(ii) |
|
| (h)(ii)(a) |
| Number |
Description |
| (h)(ii)(b) |
|
| (h)(ii)(c) |
|
| (h)(ii)(d) |
|
| (h)(ii)(e) |
|
| (h)(ii)(f) |
|
| (h)(ii)(g) |
|
| (h)(iii) |
|
| (h)(iii)(a) |
|
| (h)(iv) |
|
| (h)(iv)(a) |
|
| (h)(v) |
|
| (h)(vi) |
|
| (h)(vii) |
|
| (h)(vii)(a) |
|
| (h)(vii)(b) |
|
| (h)(vii)(c) |
|
| (h)(vii)(d) |
|
| (h)(viii) |
|
| (h)(viii)(a) |
|
| (h)(viii)(b) |
|
| (h)(viii)(c) |
|
| (h)(viii)(d) |
|
| (h)(viii)(e) |
|
| (h)(viii)(f) |
|
| (h)(ix) |
|
| (h)(x) |
|
| (h)(x)(a) |
|
| (h)(xi) |
|
| (h)(xi)(a) |
|
| (h)(xi)(b) |
|
| (h)(xi)(c) |
|
| (h)(xii) |
|
| (h)(xiii) |
|
| (h)(xiii)(a) |
|
| (h)(xiv) |
| Number |
Description |
| (h)(xv) |
|
| (h)(xv)(a) |
|
| (h)(xvi) |
|
| (h)(xvii) |
|
| (h)(xvii)(a) |
|
| (h)(xviii) |
Pioneer
Funds(10) |
| (h)(xviii)(a) |
|
| (h)(xviii)(b) |
|
| (h)(xix) |
|
| (h)(xix)(a) |
|
| (h)(xix)(b) |
|
| (h)(xix)(c) |
|
| (h)(xix)(d) |
|
| (h)(xx) |
|
| (h)(xxi) |
|
| (h)(xxii) |
|
| (h)(xxiii) |
|
| (h)(xxiv) |
|
| (h)(xxv) |
|
| (h)(xxvi) |
|
| (i) |
|
| (j) |
Not Applicable |
| (k) |
|
| (l) |
|
| (m) |
Not Applicable |
| (n) |
Not Applicable |
| (o) |
|
| (p)(i) |
|
| (p)(ii) |
|
| (p)(iii) |
|
| (p)(iv) |
(1)
Incorporated by reference to the Registration Statement on Form N-4 (Reg. No.
333-187762) as initially filed on April 4, 2013.
(2)
Incorporated by reference to the Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (Reg. No. 333-187762) as initially filed on June 21, 2013.
(3)
Incorporated by reference to the Pre-Effective Amendment No. 3 to Registration
Statement on Form N-4 (Reg. No.333-187762 as filed on December 9, 2013.
(4)
Incorporated by reference to the Post-Effective Amendment No. 2 to Registration
Statement on Form N-4 (Reg. No. 333-187762) as filed on April 27, 2015.
(5)
Not Applicable
(6)
Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-6 filed by the Registrant on August 1, 2008 (File No. 333-151073; Accession No. 0001193125-08-163928).
(7)
Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-6 filed by the Registrant on August 26, 2008 (File No. 333-151073; Accession No. 0001193125-08-184460).
(8)
Incorporated by reference to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-6 filed by the Registrant on April 27, 2010 (File No. 333-151073; Accession No. 0001193125-10-094621).
(9)
Incorporated by reference to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-6 filed by the Registrant on April 27, 2011 (File No. 333-151073; Accession No. 0001193125-11-111532).
(10)
Incorporated by reference to the Registration Statement on Form N-6 filed by the
Registrant on May 2, 2013 (File No. 333-188304; Accession No. 0001193125-13-196448).
(11)
Incorporated by reference to Pre-Effective Amendment No. 2 on Form N-6 filed by the
Registrant on September 27, 2013 (File No. 333-188304; Accession No. 0001193125-13-382543).
(12)
Incorporated by reference Post-Effective Amendment No. 2 to the Registration
statement on Form N-6 filed by the Registrant on April 24, 2015 (File No. 333-188304; Accession No. 0001193125-15-146150).
(13)
Incorporated by reference Post-Effective Amendment No. 4 to the Registration
statement on Form N-6 filed by the Registrant on April 25, 2016 (File No. 333-188304; Accession No. 0001193125-16-553860).
(14)
Incorporated by reference to Post-Effective Amendment No. 5 to the Registration
statement on Form N-6 filed by the Registrant on April 25, 2017 (File No. 333-188304; Accession No. 0001193125-17-136515).
(15)
Incorporated by reference to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-6 filed by the Registrant on April 26, 2019 (File No. 333-222952; Accession Number 0001193125-19-122119).
(16)
Incorporated by reference to the Post-Effective Amendment No. 10 to Registration
Statement on Form N-4 (File No. 333-187762; Accession Number 0001193125-21-060572) as filed on February 26, 2021.
(17)
Incorporated by reference to the Post-Effective Amendment No. 12 to Registration
Statement on Form N-4 (File No. 333-187762; Accession Number 0001193125-21-137002) as filed on April 28, 2021.
(18)
Incorporated by reference to the Post-Effective Amendment No. 14 to Registration
Statement on Form N-4 (File No. 333-187762 Accession No. 0001193125-22-127444) filed on April 28, 2022.
(19)
Incorporated by reference to the Post-Effective Amendment No. 15 to Registration
Statement on Form N-4 (File No. 333-187762; Accession No. 0001193125-23-121948) as filed on April 27, 2023.
(20)
Incorporated by reference to the Post-Effective Amendment No. 17 to Registration
Statement on Form N-4 (File No. 333-187762; Accession No. 0001193125-25-096163) as filed on April 25, 2025.
(21)
Incorporated by reference to the Post-Effective Amendment No. 7 to Registration
Statement on Form N-4 (File No. 333-272291; Accession Number 0001193125-25-189594) as filed on August 27, 2025.
(22)
Filed herewith
Item
28.
Directors and Officers of the Insurance
Company
The following is a list of directors and principal officers of The Guardian Insurance & Annuity Company, Inc. (“GIAC”).
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
DIRECTOR & OFFICER ROSTER
DIRECTOR & OFFICER ROSTER
| Name and Principal Business Address: |
Positions and Offices with Insurance Company |
| Keith Namiot 10 Hudson Yards, New York, NY 10001 |
Director and President |
| Andrew Gordon 10 Hudson Yards, New York, NY 10001 |
Director |
| Name and Principal Business Address: |
Positions and Offices with Insurance Company |
| Jeffrey Turcotte 10 Hudson Yards, New York, NY 10001 |
Director and Chief Actuary |
| Nicholas Liolis 10 Hudson Yards, New York, NY 10001 |
Chief Investment Officer |
| Isaac Lowenbraun 10 Hudson Yards, New York, NY 10001 |
Senior Managing Director, Head of Fixed Income Allocations |
| Felix Lurye 10 Hudson Yards, New York, NY 10001 |
Senior Managing Director, Head of ALM & Investment Strategy |
| Adam Berkowitz 10 Hudson Yards, New York, NY 10001 |
Senior Managing Director, Head of Alternative Allocations |
| Kermitt Brooks 10 Hudson Yards, New York, NY 10001 |
Chief Legal Officer |
| Harris Oliner 10 Hudson Yards, New York, NY 10001 |
Associate General Counsel, Corporate Secretary
|
| Mark Tynkov 10 Hudson Yards, New York, NY 10001 |
Illustration Actuary |
| Carl Desrochers 700 South Street, Pittsfield, MA 01201 |
Head of Finance and Actuarial |
| Chi M. Kwok 10 Hudson Yards, New York, NY 10001 |
Managing Director, Actuary, Asset Liability
Management |
| Jeff Butscher 6255 Sterner’s Way, Bethlehem, PA 18017 |
Chief Compliance Officer & Rule 38a-1 Chief Compliance Officer |
| Stuart Carlisle 10 Hudson Yards, New York, NY 10001 |
Head of Product Fund Management
|
| Kimberly Delaney Geissel 6255 Sterner’s Way, Bethlehem, PA 18017 |
Strategic Initiatives Executive
|
| Debra Udicious 10 Hudson Yards, New York, NY 10001 |
Corporate Treasurer |
| Andrew Baj 10 Hudson Yards, New York, NY 10001 |
Derivatives Officer |
| Larry Weiss 10 Hudson Yards, New York, NY 10001 |
Head of Asset Management Accounting & Mutual Fund Treasurer |
| Nahulan Ethirveerasingam 10 Hudson Yards, New York, NY 10001 |
Head of Annuity Product Management |
| Alex D. Borress 101 Crawfords Corner Rd. Holmdel, NJ 07733 |
Head of Actuarial |
| Mordechai Shapiro 10 Hudson Yards, New York, NY 10001 |
Senior Director, Actuary, Asset & Liability Management |
| Shawn P. McGrath 700 South Street, Pittsfield, MA 01201 |
Controller |
| Name and Principal Business Address: |
Positions and Offices with Insurance Company |
| Christian Mele 6255 Sterner’s Way, Bethlehem, PA 18017 |
Head of GIAC Annuity & New Business Operations |
| Mariana Slepovitch 10 Hudson Yards, New York, NY 10001 |
Senior Actuary, Corporate |
| Robert Negron 10 Hudson Yards, New York, NY 10001 |
Associate General Counsel, Assistant Corporate Secretary |
| Tyla Reynolds 10 Hudson Yards, New York, NY 10001 |
Assistant General Counsel, Assistant Corporate Secretary |
| Lisa DiMario 10 Hudson Yards, New York, NY 10001 |
Assistant Treasurer |
| Brian Hagan 10 Hudson Yards, New York, NY 10001 |
Anti-Money Laundering Officer |
| John J. Monahan 6255 Sterner’s Way, Bethlehem, PA 18017 |
Senior Compliance Lead |
| Suyash Paliwal 10 Hudson Yards, New York, NY 10001 |
Assistant General Counsel, Regulatory Affairs |
Item
29.
Persons Controlled by or under Common Control with
the Insurance Company or the Registered Separate Account
The following list sets forth the persons directly controlled by The Guardian Life Insurance Company of America (“Guardian Life”), the parent company of GIAC. Those entities that are indented under another entity are subsidiaries of that entity and, therefore, indirect subsidiaries of Guardian Life.
Item
30.
Indemnification
The By-Laws of The
Guardian Insurance & Annuity Company, Inc. provide that the Company shall, to the fullest extent legally permissible under the General Corporation Law of the State of
Delaware, indemnify and hold harmless officers and directors of the Corporation for certain liabilities reasonably incurred in connection with such person’s
capacity as an officer or director.
The Certificate of
Incorporation of The Guardian Insurance & Annuity Company, Inc. includes the following provision:
No director of the Corporation shall be personally 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 the law; (iii) under Section 164 of the Delaware General Corporation Law, or (iv) for any transaction for 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 Act 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 Act and will be governed by the final adjudication of such issue.
Item 31.
Principal Underwriters
(a) Park Avenue Securities LLC (“PAS”) is the principal underwriter for the Contract.
In addition, PAS is the
distributor of variable annuity and variable life insurance contracts currently offered by GIAC through its separate accounts, The Guardian/Value Line Separate Account,
The Guardian Separate Account A, The Guardian Separate Account B, The Guardian Separate Account C, The Guardian Separate Account E, The Guardian Separate Account F, The
Guardian Separate Account K, The Guardian Separate Account M, The Guardian Separate Account N, The Guardian Separate Account Q, The Guardian Separate Account R, Separate Account 1 and Separate Account 2 which are all registered as unit investment trusts under the 1940 Act.
(b) The following is a list of managers and principal officers of PAS.
PARK AVENUE SECURITIES LLC
MANAGER & OFFICER ROSTER
MANAGER & OFFICER ROSTER
| OFFICER AND PRINCIPAL BUSINESS ADDRESS |
OFFICER TITLE |
| Marianne Caswell 10 Hudson Yards, New York, NY 10001 |
Manager and President |
| Carly Maher 10 Hudson Yards, New York, NY 10001 |
Manager and Head of Wealth Management Strategy and Business Development |
| Meg Vecchi 10 Hudson Yards, New York, NY 10001 |
Manager |
| Carl Desrochers 700 South Street, Pittsfield, MA 01201 |
Manager |
| Harris Oliner 10 Hudson Yards, New York, NY 10001 |
Associate General Counsel, Corporate Secretary
|
| Joshua Hergan 10 Hudson Yards, New York, NY 10001 |
Assistant General Counsel |
| Joseph Gallo 10 Hudson Yards, New York, NY 10001 |
Chief Compliance Officer |
| Shawn McGrath 700 South Street, Pittsfield, MA 01201 |
Controller |
| Allen Boggs 10 Hudson Yards, New York, NY 10001 |
Head of Supervision and Business Risk
|
| Damon Gruss 10 Hudson Yards, New York, NY 10001 |
Leader – Advisor Advocacy and Escalations
|
| Michael Ryniker 10 Hudson Yards, New York, NY 10001 |
Head of Operations |
| Amy Estrada 10 Hudson Yards, New York, NY 10001 |
Manager of Operations |
| Brandon Bloeth 10 Hudson Yards, New York, NY 10001 |
Senior Manager, Park Avenue Product Management
|
| Robert D. Grauer 10 Hudson Yards, New York, NY 10001 |
Associate General Counsel, Assistant Corporate Secretary |
| Tyla Reynolds 10 Hudson Yards, New York, NY 10001 |
Assistant General Counsel, Assistant Corporate Secretary |
| Kyle Hooper 10 Hudson Yards, New York, NY 10001 |
Senior Counsel, Assistant Corporate Secretary
|
| Rose Burachio 10 Hudson Yards, New York, NY 10001 |
Assistant Corporate Secretary |
| Brian Hagan 101 Crawfords Corner Rd, Holmdel, PA 07733 |
Anti-Money Laundering Compliance Officer |
(c) PAS, as the principal underwriter of the Contract, received, either directly or
indirectly, the following commissions or other compensation from GIAC during the fiscal year ended December 31, 2025.
| Name of Principal Underwriter |
Net Underwriting Discounts |
Compensation on Redemption |
Brokerage Commission |
Other Compensation |
| Park Avenue Securities LLC |
N/A |
N/A |
N/A |
N/A |
Item 32.
Location of Accounts and Records
The name and address of
each person maintaining physical possession of each account, book, or other document required to be maintained by the Registered Separate Account pursuant to section
31(a) of the 1940 Act and the rules thereunder is provided in the Registered Separate Account's most recent report on Form N-CEN.
Item
33.
Management Services
Not
Applicable.
Item 34.
Fee Representation
With regard to the Variable Investment Options, GIAC represents that the fees and charges deducted under the contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by GIAC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registered Separate Account certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in New York, New York on this 9th day of October, 2026.
| The Guardian Separate Account R (Registered Separate Account) | |
| By: |
/s/ * |
| |
Keith Namiot |
| |
President of The Guardian Insurance & Annuity Company, Inc. |
| THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. (Insurance Company) | |
| By: |
/s/ * |
| |
Keith Namiot |
| |
President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signatures |
Title |
| /s/ * |
President and Director |
| Keith Namiot |
(Principal Executive Officer) |
| /s/ * |
Head of Finance and Actuarial |
| Carl Desrochers |
(Principal Financial & Accounting Officer) |
| /s/ * |
Director |
| Andrew Gordon |
|
| /s/ * |
Chief Actuary and Director |
| Jeffrey Turcotte |
|
| |
October 9, 2026 |
| *By: |
/s/ Patrick D. Ivkovich |
| |
Patrick D. Ivkovich |
| |
Attorney-In-Fact Pursuant to Power of Attorney |
Exhibit
Index
| Exhibit Number |
Description |
| (a)(ii) |
|
| (h)(xxvi) |
|
| (l) |
|
| (p)(i) |
ATTACHMENTS / EXHIBITS
RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE GUARDIAN INSURANCE & ANNUITY CO.
SUNAMERICA SERIES TRUST PARTICIPATION AGREEMENT
CONSENT OF PRICEWATERHOUSECOOPERS LLP
POWER OF ATTORNEY EXECUTED BY KEITH NAMIOT
POWER OF ATTORNEY EXECUTED BY CARL DESROCHERS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Bitcoin News: AI Security Warning Raises Questions About Millions of BTC as Remittix Promotes Wallet Utility
- New to The Street Signs American Fusion (OTCQB: AMFN) to 12-Month National Media Series
- American Water Joins U.S. Conference of Mayors Water Council to Discuss the Future of Water and Wastewater Services
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!




Tweet
Share
