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SEC · EDGAR 财务披露·· 3 小时前AI 评分34

保德信分离账户N基金重组计划公布

GUARDIAN SEPARATE ACCT N OF THE GUARDIAN INS & ANNUITY CO (0001096266) (Filer)

AI 导读

保德信分离账户N计划于2026年12月4日将多个目标基金重组至对应收购基金。此次重组涉及Guardian All Cap Core VIP Fund等16只目标基金,将并入SA Franklin Systematic U.S. Large Cap Core Portfolio等15只收购基金。重组需经股东批准,相关补充文件已发布。

正文

Registration 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


THE GUARDIAN SEPARATE ACCOUNT N

(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)


 ☐

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 amendme

nt.


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)

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%

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)

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

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 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)

Resolutions of the Board of Directors of The Guardian Insurance & Annuity Company, Inc. establishing The Guardian
Separate Account N

(1)

(a)(ii)

Resolutions of the Board of Directors of The Guardian Insurance & Annuity Company, Inc. authorizing officers to each
delegate to one or more designated representatives

(23)

(b)

Custodian Agreements. Not Applicable.

N/A

(c)

Distribution Agreements.

(c)(i)

Distribution and Service Agreement between GIAC and PAS (March 31, 2015)

(14)

(c)(ii)

Field Representative Agreement (FRVUL)

(3)

(c)(iii)

Agreement of Agency (FTAVUL)

(3)

(c)(iv)

Agreement of General Agency (GAVULUL)

(3)

(c)(v)

Memorandum of Agreement (CDM)

(3)

(c)(vi)

Special Agreement of Agency (SPAG)

(3)

(c)(vii)

Brokerage Agreement

(3)

(c)(viii)

Form of GIAC Selling Agreement with Broker-Dealers (2018-Post Reg 187)

(18)

(d)

Specimen of the Flexible Premium Adjustable Variable Whole Life Insurance Policy

(14)

(d)(i)

Policy Continuation Rider

(14)

(d)(ii)

Whole Life Purchase Option Rider

(14)

(d)(iii)

Guaranteed Coverage Rider

(14)

(d)(iv)

Accidental Death Benefit Rider

(14)

(d)(v)

Disability Benefit Rider

(14)

(d)(vi)

Waiver of Monthly Deductions Rider

(14)

(d)(vii)

Alternate Net Cash Surrender Value Rider

(14)

(d)(viii)

Enhanced Accelerated Benefit Rider

(14)

(d)(ix)

Select Security Rider (Amendment to Owner Provision)

(14)

(e)

Applications

(e)(i)

Form of Application for the Flexible Premium Adjustable Variable Whole Life Policy.

(18)

(e)(ii)

Application Supplement for Flexible Premium Adjustable Variable Whole Life Policy.

(7)

(f)

Certification of Incorporation and By-Laws.

(f)(i)

Certificate of Incorporation of The Guardian Insurance & Annuity Company, Inc.

(1)

(f)(ii)

Certificate of Amendment to the Certificate of Incorporation of The Guardian Insurance & Annuity Company, Inc.

(1)

(f)(iii)

By-laws of The Guardian Insurance & Annuity Company, Inc.

(1)

(g)

Reinsurance Agreements


(g)(i)

Reinsurance Agreement Number 3001 (including amendments through 8/1/13)

(9)

(g)(i)(a)

Amendment to Reinsurance Agreement Number 3001 (for FSVUL 2018)

(16)

(g)(ii)

Reinsurance Agreement Number 3002 (including amendments through 8/1/13)

(9)

(h)

Participation Agreements.

(h)(i)

AIM/Invesco Variable Insurance Funds (1998)

(2)

(h)(a)

Amendments to Agreement (No. 1-5) (1998-2005)

(2)

(h)(b)

Amendment to Agreement (No. 6)

(3)

(h)(c)

Amendment to Agreement (No. 7) (2008)

(2)

(h)(d)

Amendment to Agreement (No. 8)

(11)

(e)

Amendment to Agreement (No. 9)

(11)

(f)

Amendment to Agreement (No. 10) (2015)

(11)

(g)

Amendment to Agreement (No. 11) (2021)

(19)

(h)(ii)

Davis Variable Account Fund, Inc. (1999) (including Addenda 1-2)** (as amended through 2008)

(17)

(h)(ii)(a)

Amendment to Participation Agreement (2020)

(19)

(h)(iii)

Fidelity Variable Insurance Products Fund (including amendments 1-3)

(2)

(h)(iii)(a)

Amendment #4 to Agreement (2002)

(2)

(h)(iii)(b)

Amendment #5 to Agreement (2005)

(2)

(h)(iii)(c)

Amendment #6 to Agreement (2008)

(2)

(h)(iii)(d)

Amendment #7 to Agreement (2020)

(19)

(h)(iv)

Intentionally left blank

(h)(v)

Janus Aspen Series (service shares) (2000)

(3)

(h)(v)(a)

Amendment to Agreement (2000)

(3)

(h)(v)(b)

Amendment to Agreement (2008)

(3)

(h)(v)(c)

Amendment to Agreement (2020)

(19)

(h)(vi)

MFS Variable Insurance Trust** (2000) (as amended through 2008)

(17)

(h)(vi)(a)

Amendment to Participation Agreement (2020)

(19)

(h)(vii)

AB Variable Products Series Fund

(2)

(h)(vii)(a)

First Amendment to Agreement (2008)

(2)

(h)(vii)(b)

Amendment to Agreement (No. 2)

(11)

(h)(vii)(c)

Amendment to Agreement (No. 3)

(11)

(h)(vii)(d)

Amendment to Agreement (No. 4)

(11)

(h)(vii)(e)

Amendment to Agreement (No. 5) (2015)

(11)

(h)(vii)(f)

Amendment to Agreement No.6 (2021)

(19)

(h)(viii)

Intentionally left blank—

(h)(ix)

Intentionally left blank

(h)(x)

Intentionally left blank

—


(h)(xi)

Franklin Templeton (2002)

(2)

(h)(xi)(a)

Amendment No. 1 (2004)

(2)

(h)(xi)(b)

Amendment No. 2 (2007)

(2)

(h)(xi)(c)

Amendment No. 3 (2008)

(2)

(h)(xi)(d)

Amendment No. 4 (2013)

(11)

(h)(xi)(e)

Amendment No. 5 (2015)

(11)

(h)(xi)(f)

Amendment No.6 (2021)

(19)

(h)(xii)

Intentionally left blank

—

(h)(xiii)

American Century** (1998) (as amended through 2009)

(17)

(h)(xiii)(a)

Amendment to Participation Agreement (2020)

(19)

(h)(xiv)

Intentionally left blank

—

(h)(xv)

Intentionally left blank

—

(h)(xvi)

PIMCO / ALLIANZ (2009)

(4)

(h)(xvi)(a)

Amendment to Participation Agreement (2021)

(19)

(h)(xvii)

Intentionally left blank

—

(h)(xviii)

Intentionally left blank

—

(h)(xix)

Ivy Investment Management Company (previously Waddell & Reed, Inc.)** (2010)

(17)

(h)(xix)(a)

Amendment to Participation Agreement (2020)

(19)

(h)(xx)

Intentionally left blank

(h)(xxi)

Columbia Funds

(7)

(h)(xxi)(a)

Amendment to Columbia Participation Agreement (2013)

(8)

(h)(xxi)(b)

Amendment to Columbia Participation Agreement (2021)

(19)

(h)(xxii)

Pioneer Funds

(7)

(h)(xxii)(a)

Amendment No. 1 to Pioneer Participation Agreement (2013)

(9)

(h)(xxii)(b)

Amendment No.2 to Pioneer Participation Agreement (2020)

(19)

(h)(xxiii)

Putnam Funds Participation Agreement (2012)

(12)

(h)(xxiii)(a)

Amendment No. 1 to Putnam Funds Participation Agreement (2013)

(12)

(h)(xxiii)(b)

Amendment No. 2 to Putnam Funds Participation Agreement (2015)

(12)

(h)(xxiii)(c)

Amendment No. 3 to Putnam Funds Participation Agreement (2016)

(12)

(h)(xxiii)(d)

Amendment No. 4 to Putnam Fund Participation Agreement (2020)

(19)

(h)(xxiv)

Intentionally left blank

—

(h)(xxiv)(a)

Intentionally left blank

—

(h)(xxv)

SunAmerica Series Trust

(23)

(i)

Administrative Contracts

(i)(i)

Amended and Restated Agreement for Services and Reimbursement Therefor between The Guardian Life Insurance
Company of America and The Guardian Insurance & Annuity Company, Inc. (2007)

(1)


(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)

Power of attorney executed by Keith Namiot

(23)

(j)(ii)

Power of attorney executed by Carl Desrochers

(23)

(j)(iii)

Power of attorney executed by Andrew Gordon

(23)

(j)(iv)

Power of attorney executed by Jeffrey Turcotte

(23)

(k)

Legal Opinion.

(k)(i)

Opinion of Counsel

(19)(15)

(l)

Opinion and Consent of actuarial officers.

(22)

(m)

Calculation.

(22)

(n)

Consent of PricewaterhouseCoopers LLP

(23)

(o)

No financial statements are omitted - Not Applicable

(p)

Initial Capital Agreements - Not Applicable

(q)

Memorandum on the Policy’s Issuance, Transfer and Redemption Procedures and on the Method of Computing Cash
Adjustments upon Exchange of the Policy for Flexible Premium Adjustable Variable Life Insurance Policy.

(14)

(r)

Form of Initial Summary Prospectuses

(21)

(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)

Resolutions of the Board of Directors of The Guardian Insurance & Annuity Company,
Inc. authorizing officers to each delegate to one or more designated representatives

(h)(xxv)

SunAmerica Series Trust Participation Agreement

(j)(i)

Power of Attorney executed by Keith Namiot

(j)(ii)

Power of Attorney executed by Carl Desrochers

(j)(iii)

Power of Attorney executed by Andrew Gordon

(j)(iv)

Power of Attorney executed by Jeffrey Turcotte

(n)

Consent of PricewaterhouseCoopers LLP


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