Form 485BPOS GUARDIAN SEPARATE ACCT
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E-mailRegistration Nos. 333-222952
811-09725
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT No. 11
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 44
(Exact Name of Registrant)
THE GUARDIAN INSURANCE &
ANNUITYCOMPANY, INC.
(Name of Depositor)
10 Hudson Yards, New York, New York 10001
(Complete Address of Principal Executive Offices)
(212) 598-8714
(Depositors Telephone Number)
Patrick D. Ivkovich, Senior Counsel
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:
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may determine.
It is proposed that this filing will become effective (check appropriate box): | ||
☒ |
immediately upon filing pursuant to paragraph (b), or | |
☐ |
on pursuant to paragraph (b) | |
EXPLANATORY NOTE:
This Post-Effective Amendment No. 11 (“Amendment No.
11”) to Form N-6 Registration Statement No.333-222952 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. 11
incorporates by reference the information contained in Parts A and B of Post-Effective
Amendment No. 10, 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 Life Insurance Policies and Variable Annuity Contracts
Issued By
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
The following supplemental information should be read in conjunction with the Prospectuses and applicable
Updated Summary Prospectuses and Initial Summary Prospectus dated:
1.
May 1, 2026 for Flexible Solutions
®
VUL (2018);
2.
May 1, 2019 for Executive Benefits (COLI) VUL
®
;
3.
May 1, 2019 for Flexible Solutions
®
VUL III;
4.
April 30, 2012 for Park Avenue Life (PAL) 95 Variable Whole Life Insurance Policy;
5.
April 30, 2012 for Park Avenue Life (PAL) 97 Variable Whole Life Insurance Policy;
6.
May 1, 2008 for Flexible Solutions
®
Variable Universal Life;
7.
May 1, 2008 for Flexible Solutions
®
Variable Universal Life Gold;
8.
May 1, 2008 for Park Avenue Survivorship Variable Universal Life (SVUL) – Millennium Series
®
;
9.
May 1, 2006 for Park Avenue Variable Universal Life (VUL) – Millennium Series
®
;
10.
May 1, 2005 for Park Avenue Life – Millennium Series
®
Variable Life Insurance Policy (PAL Millennium);
11.
May 1, 2002 for the Value Plus Single Premium Variable Life;
12.
May 1, 2001 for Park Avenue Variable Universal Life (VUL) – 97 Form;
13.
May 1, 1998 for the Select Guard Annual Premium Variable Life Insurance Policy.
14.
May 1, 2026 for The Guardian Investor
®
Group Variable Annuity;
15.
May 1, 1988 for The Guardian Variable Account 1 (VA-1) Variable Annuity; and
16.
May 1, 1988 for The Guardian Variable Account 2 (VA-2) 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) |
4
Target Fund |
Acquiring Fund |
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) |
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) |
N/A | |||
The Portfolio's investment goals are growth of capital and, secondarily, current income. |
N/A | ||||
The Portfolio's investment goal is to maximize total return consistent with prudent risk. |
SA Franklin Core Fixed Income Portfolio (Class 1) |
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) |
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. |
J.P. Morgan Investment Management Inc. Massachusetts Financial Services Company |
- |
|||
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 long-term capital appreciation. |
SA Franklin Systematic U.S. Large Cap Value Portfolio (Class 1) |
||||
Investment results that correspond with the performance of the S&P 500 Value Index |
N/A | ||||
The Portfolio's investment goal is growth of capital. |
(Class 3) |
||||
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) |
||||
The Portfolio's investment goal is to seek long-term growth of capital. |
SA Fidelity Institutional AM International Growth Portfolio (Class 3) |
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 |
forma)* |
N/A |
N/A |
N/A |
The Portfolio's investment goal is capital appreciation. |
|||||
The Portfolio's investment goal is to provide long-term capital growth. |
SunAmerica Asset Management, LLC Franklin Advisers, Inc. Brandywine Global Investment Management, LLC ClearBridge Investments, LLC |
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) PineBridge Investments LLC Wellington Management Company LLP |
- |
|||
The Portfolio's investment goal is current income consistent with liquidity and preservation of capital. |
|||||
The Portfolio's investment goal is long-term growth of capital. |
SA Franklin Small Company Value Portfolio (Class 3) |
||||
* 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 Policy or Contract after
the Reorganization Date. The corresponding Acquiring Funds of
the
Target Funds that are available under your Policy or Contract will be available as variable investment options under the Policy or 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 Policy or Contract value immediately prior to the Reorganization will equal your Policy or
Contract value immediately after the Reorganization. There will be no tax consequences for you as a result of the
6
Reorganization. The Reorganization will be performed at no cost to you. The fees and charges under your Policy
or Contract will not increase as a result of the Reorganization. Your rights and the Company’s obligations under
your Policy or Contract will not be altered in any way.
You may make changes to your investment allocations by submitting your written, electronic or telephone
instructions in Good Order by mail to The Guardian Insurance & Annuity Company, Inc., Individual Markets, P.
O. Box 981588, El Paso, TX 79998-1592 (regular mail) or 5951 Luckett Ct., Bldg. A, El Paso, TX 79998-1588
(overnight mail), or by calling 1-888-482-7342.
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 Policies to impose additional restrictions on transfers between subaccounts.
If your Policy or Contract value is automatically transferred on the Reorganization Date, you will receive a
confirmation showing the transfer of your Policy or 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.
Except as set forth herein, all other provisions of the prospectus shall remain unchanged.
This PROSPECTUS Supplement Should Be Retained For Future Reference.
7
PART C
OTHER INFORMATION
Item 30.
Exhibits
The following exhibits: | |
(a)(i) |
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(a)(ii) |
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(b) |
Custodian Agreements. Not Applicable. N/A |
(c) |
Distribution Agreements. |
(c)(i) |
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(c)(ii) |
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(c)(iii) |
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(c)(iv) |
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(c)(v) |
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(c)(vi) |
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(c)(vii) |
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(c)(viii) |
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(d) |
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(d)(i) |
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(d)(ii) |
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(d)(iii) |
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(d)(iv) |
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(d)(v) |
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(d)(vi) |
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(d)(vii) |
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(d)(viii) |
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(d)(ix) |
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(e) |
Applications |
(e)(i) |
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(e)(ii) |
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(f) |
Certification of Incorporation and By-Laws. |
(f)(i) |
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(f)(ii) |
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(f)(iii) |
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(g) |
Reinsurance Agreements |
(g)(i) |
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(g)(i)(a) |
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(g)(ii) |
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(h) |
Participation Agreements. |
(h)(i) |
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(h)(a) |
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(h)(b) |
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(h)(c) |
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(h)(d) |
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(e) |
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(f) |
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(g) |
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(h)(ii) |
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(h)(ii)(a) |
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(h)(iii) |
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(h)(iii)(a) |
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(h)(iii)(b) |
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(h)(iii)(c) |
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(h)(iii)(d) |
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(h)(iv) |
Intentionally left blank |
(h)(v) |
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(h)(v)(a) |
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(h)(v)(b) |
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(h)(v)(c) |
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(h)(vi) |
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(h)(vi)(a) |
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(h)(vii) |
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(h)(vii)(a) |
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(h)(vii)(b) |
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(h)(vii)(c) |
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(h)(vii)(d) |
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(h)(vii)(e) |
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(h)(vii)(f) |
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(h)(viii) |
Intentionally left blank— |
(h)(ix) |
Intentionally left blank |
(h)(x) |
Intentionally left blank — |
(h)(xi) |
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(h)(xi)(a) |
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(h)(xi)(b) |
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(h)(xi)(c) |
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(h)(xi)(d) |
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(h)(xi)(e) |
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(h)(xi)(f) |
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(h)(xii) |
Intentionally left blank — |
(h)(xiii) |
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(h)(xiii)(a) |
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(h)(xiv) |
Intentionally left blank — |
(h)(xv) |
Intentionally left blank — |
(h)(xvi) |
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(h)(xvi)(a) |
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(h)(xvii) |
Intentionally left blank — |
(h)(xviii) |
Intentionally left blank — |
(h)(xix) |
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(h)(xix)(a) |
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(h)(xx) |
Intentionally left blank |
(h)(xxi) |
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(h)(xxi)(a) |
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(h)(xxi)(b) |
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(h)(xxii) |
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(h)(xxii)(a) |
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(h)(xxii)(b) |
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(h)(xxiii) |
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(h)(xxiii)(a) |
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(h)(xxiii)(b) |
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(h)(xxiii)(c) |
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(h)(xxiii)(d) |
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(h)(xxiv) |
Intentionally left blank — |
(h)(xxiv)(a) |
Intentionally left blank — |
(h)(xxv) |
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(i) |
Administrative Contracts |
(i)(i) |
(j) |
Powers of Attorney executed by a majority of the Board of Directors and certain principal officers of The Guardian Insurance & Annuity Company, Inc.: |
(j)(i) |
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(j)(ii) |
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(j)(iii) |
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(j)(iv) |
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(k) |
Legal Opinion. |
(k)(i) |
Opinion of Counsel (19)(15) |
(l) |
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(m) |
Calculation. (22) |
(n) |
|
(o) |
No financial statements are omitted - Not Applicable |
(p) |
Initial Capital Agreements - Not Applicable |
(q) |
|
(r) |
(1)
Incorporated by reference to the Registration Statement on Form N-6 filed by the Registrant on May 21, 2008 (File No.
333-151073; Accession No. 0001193125-08-120023)
(2)
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)
(3)
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)
(4)
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)
(5)
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)
(6)
Incorporated by reference to Post-Effective No. 4 to the Registration Statement on Form N-6 filed by the Registrant on April 25,
2012 (File No. 333-148736; Accession No. 0001193125-12-181996)
(7)
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)
(8)
Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 filed by the Registrant
on July 15, 2013 (File No. 333-188304; Accession No. 0001193125-13-290766)
(9)
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)
(10)
Incorporated by reference Post-Effective Amendment No. 1 to the Registration statement on Form N-6 filed by the Registrant on
April 25, 2014 (File No. 333-188304; Accession No. 0001193125-14-158833)
(11)
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)
(12)
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)
(13)
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)
(14)
Incorporated by reference to the Registration Statement on Form N-6 filed by the Registrant on February 9, 2018 (File No.
333-222952; Accession No. 0001193125-18-037623)
(15)
Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration statement on Form N-6 filed by the Registrant
on May 9, 2018 (File No. 333-222952; Accession No. 0001193125-18-157034)
(16)
Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration statement on Form N-6 filed by the Registrant
on July 30, 2018 (File No. 333-222952; Accession Number 0001193125-18-231161)
(17)
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)
(18)
Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6 filed by the Registrant
on April 27, 2020 (File No. 333-222952; Accession Number 0001193125-20-121151)
(19)
Incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-6 filed by the Registrant
on April 26, 2021 (File No. 333-222952; Accession Number 0001193125-21-131842)
(20)
Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-6 filed by the Registrant
on April 27, 2022 (File No. 333-222952; Accession Number 0001193125-22-123699)
(21)
Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-6 filed by the Registrant
on February 17, 2021 (File No. 333-222952; Accession Number 0001193125-21-046635)
(22)
Incorporated by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-6 filed by the
Registrant on May 1, 2026 (File No. 333-222952; Accession Number 0001193125-26-200677)
(23)
Filed herewith
Item 31.
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
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 |
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 |
Name and Principal Business Address: |
Positions and Offices with Insurance Company |
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 |
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 32.
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 33.
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 34.
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
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 35.
Location of Accounts and Records
Most of the Registrant’s accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules
promulgated thereunder are maintained by GIAC, the depositor, at 6255 Sterner’s Way, Bethlehem, Pennsylvania 18017. Documents
constituting the Registrant’s corporate records are also maintained by GIAC but are located at its Executive Office, 10 Hudson Yards,
New York, New York 10001.
Item 36.
Management Services
None
Item 37.
Fee Representation
The Depositor, GIAC, hereby undertakes and represents that the fees and charges deducted under the policy, 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 Registrant, The Guardian
Separate Account N has duly caused this Post-Effective Amendment No. 10 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in New York, New York.
The Guardian Separate Account N (Registrant) | |
By: |
/s/Keith Namiot* |
Keith Namiot | |
President of The Guardian Insurance & Annuity Company, Inc. | |
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. (DEPOSITOR) | |
By: |
/s/Keith Namiot* |
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/ Keith Namiot* |
President and Director |
Keith Namiot |
(Principal Executive Officer) |
/s/ Carl Desrochers* |
Head of Finance and Actuarial |
Carl Desrochers |
(Principal Financial & Accounting Officer) |
/s/ Andrew Gordon* |
Director |
Signatures |
Title |
Andrew Gordon |
|
/s/ Jeffrey Turcotte* |
Director |
Jeffrey Turcotte |
*By: |
/s/ Patrick D. Ivkovich |
Date: October 9, 2026 |
Patrick D. Ivkovich |
||
Attorney-In-Fact Pursuant to Power of Attorney. |
The Guardian Separate Account N
Exhibit Index
Exhibit Number |
Description |
(a)(ii) |
|
(h)(xxv) |
|
(j)(i) |
|
(j)(ii) |
|
(j)(iii) |
|
(j)(iv) |
|
(n) |
ATTACHMENTS / EXHIBITS
RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE GUARDIAN INSURANCE & ANNUITY
SUNAMERICA SERIES TRUST PARTICIPATION AGREEMENT
POWER OF ATTORNEY FOR KEITH NAMIOT
POWER OF ATTORNEY FOR CARL DESROCHERS
POWER OF ATTORNEY EXECUTED BY ANDREW GORDON
POWER OF ATTORNEY EXECUTED BY JEFFREY TURCOTTE
CONSENT OF PRICEWATERHOUSECOOPERS LLP
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