Prospectus Supplement
August 1, 2016
for
Value Guard II Individual and Group Deferred Variable Annuity
Issued by
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. (GIAC)
The following supplemental information should be read in conjunction with the Prospectus dated May 1, 2010 for Value Guard II Individual and Group Deferred Variable Annuity issued through The Guardian Separate Account A.
Effective as of close of business July 29, 2016, Victory Capital Management Inc. (“Victory Capital”) acquired RS Investment Management Co. LLC, the investment adviser to the RS Funds. Pursuant to approval by shareholders of the RS Funds and the boards of trustees of RS Variable Products Trust and Victory Variable Insurance Funds, each of the RS Funds was reorganized into a corresponding, newly-formed fund within the Victory Capital family of funds.
As a result of this acquisition, please note the following changes to your Prospectus and Statement of Additional Information:
1. The Fund list on the front cover is amended to reflect that the RS Funds have been reorganized into newly-formed funds within the Victory Capital family of funds. The RS Funds listed have been replaced with the following:
| – | Victory Variable Insurance Funds (formerly the RS Variable Products Trust) |
| – | Victory Sophus Emerging Markets VIP Series (formerly the RS Emerging Markets VIP) |
| – | Victory High Yield VIP Series (formerly the RS High Yield VIP Series) |
| – | Victory RS International VIP Series (formerly the RS International VIP Series) |
| – | Victory INCORE Investment Quality Bond VIP Series (formerly the RS Investment Quality Bond VIP Series) |
| – | Victory RS Large Cap Alpha VIP Series (formerly the RS Large Cap Alpha VIP Series) |
| – | Victory INCORE Low Duration Bond VIP Series (formerly the RS Low Duration Bond VIP Series) |
| – | Victory S&P 500 Index VIP Series (formerly the RS S&P 500 Index VIP Series) |
| – | Victory RS Small Cap Growth Equity VIP Series (formerly the RS Small Cap Growth Equity VIP Series) |
2. The information regarding your allocation options in the section entitled “VARIABLE INVESTMENT OPTIONS” is amended to reflect that the RS Funds have been reorganized into newly-formed funds within the Victory Capital family of funds. The RS Funds are no longer available as investment options under your policy and have been replaced with the following:
| Fund Name | Investment Objectives |
Typical Investments | Investment Advisor and Principal Business Address |
Subadvisor and Principal Business Address | ||||
| Victory Sophus Emerging Markets VIP Series (formerly the RS Emerging Markets VIP Series) | Long-term capital appreciation. | Normally invests at least 80% of its net assets in securities of emerging market companies, which may include common stocks, preferred stocks, or other securities convertible into common stock. For purposes of this investment strategy, an emerging market country is one that is included in the MSCI emerging market indices or the MSCI frontier market indices, or whose economy or markets are classified by the International Finance Corporation and the World Bank to be emerging or developing, as well as any country classified by the United Nations as developing or any country that has economies, industries, and stock markets with similar characteristics. Also for purposes of this investment strategy, a | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
PROSUPP729VG
| 1 |
| Fund Name | Investment Objectives |
Typical Investments | Investment Advisor and Principal Business Address |
Subadvisor and Principal Business Address | ||||
| company is considered an emerging market company if it is organized under the laws of, or has its principal office in, an emerging market country; derives 50% or more of its revenue from goods produced, services performed, or sales made in emerging market countries; or for which the principal securities market is located in an emerging market country. | ||||||||
| Victory High Yield VIP Series (formerly the RS High Yield VIP Series) | To seek current income. Capital appreciation is a secondary objective. | Normally invests at least 80% of its net assets in debt securities and other investments that, at the time of purchase, are rated below investment grade. For purposes of this investment strategy, an investment is considered to be rated below investment grade if it is rated by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Group Ba1 or BB+, respectively, or lower or, if unrated, has been determined by the investment team to be of comparable quality. The debt securities and other investments in which the Fund invests may include, for example, corporate bonds, mortgage-backed and asset-backed securities, zero-coupon bonds, “payment-in-kind” securities, convertible bonds, and loans. The Fund may invest in loans and corporate bonds issued in connection with highly leveraged transactions such as mergers, leveraged buy-outs, re-capitalizations, and acquisitions. | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
Park Avenue Institutional Advisers LLC 7 Hanover Square NY, NY 10004 | ||||
| Victory RS International VIP Series (formerly the RS International VIP Series) | Long-term capital appreciation. | Normally invests at least 80% of its net assets in common stocks and convertible securities issued by (i) companies organized, domiciled, or with a principal office outside of the United States, (ii) companies which primarily trade in a market located outside of the United States, or (iii) companies which do a substantial amount of business outside of the United States. For purposes of this investment strategy, a company is considered to do a substantial amount of business outside of the United States if a company derives at least 50% of its revenue or profits from business outside the United States or has at least 50% of its sales or assets outside the United States. The Fund does not usually focus its investments in a particular industry or country. | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
|||||
| Victory INCORE Investment Quality Bond VIP Series (formerly the RS Investment Quality Bond VIP Series) | To seek a high level of current income and capital appreciation without undue risk to principal. | Normally invests at least 80% of its net assets in investment-grade debt securities. The Fund’s fixed income securities may include without limitation: U.S. government securities, including securities issued by agencies or instrumentalities of the U.S. government; long- and short-term corporate debt obligations; mortgage-backed securities, including collateralized mortgage obligations (CMOs) and commercial mortgage-backed securities (CMBS); asset-backed securities, including | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
| 2 |
| Fund Name | Investment Objectives |
Typical Investments | Investment Advisor and Principal Business Address |
Subadvisor and Principal Business Address | ||||
| collateralized debt obligations (CDOs); and U.S. dollar-denominated obligations of foreign governments, corporations and banks (i.e., Yankee Bonds). | ||||||||
| Victory RS Large Cap Alpha VIP Series (formerly the RS Large Cap Alpha VIP Series) | Long-term capital appreciation. | Normally invests at least 80% of its net assets in companies considered by the Fund’s investment management team to be (at the time of purchase) large-capitalization companies. For purposes of this investment strategy, a company is considered to be large-capitalization if its market capitalization is at least $5 billion. | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
|||||
| Victory INCORE Low Duration Bond VIP Series (formerly the RS Low Duration Bond VIP Series) | A high level of current income consistent with preservation of capital. | Normally invests at least 80% of its net assets in debt securities. The Fund’s fixed income securities may include without limitation: U.S. government securities, including securities issued by agencies or instrumentalities of the U.S. government; long- and short-term corporate debt obligations; mortgage-backed securities, including collateralized mortgage obligations (CMOs) and commercial mortgage-backed securities (CMBS); asset-backed securities, including collateralized debt obligations (CDOs); and U.S. dollar-denominated obligations of foreign governments, corporations and banks (i.e., Yankee Bonds). | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
|||||
| Victory S&P 500 Index VIP Series (formerly the RS S&P 500 Index VIP Series) |
To track the investment performance of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), which emphasizes securities issued by large U.S. companies. | Normally invests primarily in stocks of companies included in the S&P 500 by investing at least 95% of its net assets in the stocks of companies included in the S&P 500. Because the Fund is intended to track the performance of the S&P 500, the Fund’s investment management team does not actively determine the stock selection or sector allocation. The percentage weighting of a particular security in the S&P 500 is determined by that security’s relative total market capitalization. The S&P 500 is an unmanaged index of 500 common stocks selected by Standard & Poor’s as representative of a broad range of industries within the U.S. economy, including foreign securities. The S&P 500 is composed primarily of stocks issued by large-capitalization companies. The securities selected for the portfolio are those securities that are included in the S&P 500, in approximately the same percentages as those securities are included in the index. For purposes of this investment strategy, the percentage weighting of a particular security in the S&P 500 is determined by that security’s relative total market capitalization — which is the market price per share of the security multiplied by the number of shares outstanding. To track the S&P 500 as closely as possible, the Fund attempts to remain fully invested in stocks. | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
|||||
| Victory RS Small Cap Growth Equity VIP Series (formerly the RS SmallCap Growth Equity VIP Series) | Long-term capital growth. | Normally invests at least 80% of its net assets in equity securities of small-capitalization companies, which may include common stocks, preferred stocks, or other securities convertible into | Victory Capital Management Inc. 4900 Tiedeman Road 4th Floor Brooklyn, Ohio 44144 |
| 3 |
| Fund Name | Investment Objectives |
Typical Investments | Investment Advisor and Principal Business Address |
Subadvisor and Principal Business Address | ||||
| common stock. For purposes of this investment strategy, a company is considered to be a small-capitalization company if its market capitalization (at the time of purchase) is less than $3 billion or 120% of the market capitalization of the largest company included in the Russell 2000® Index on the last day of the most recent quarter, whichever is greater. |
3. The paragraph before the variable investment options chart in the section entitled “VARIABLE INVESTMENT OPTIONS” is deleted and replaced with the following:
Investment advisers (or their affiliates) pay us compensation every year for administration, distribution or other expenses. Currently, these advisers include Value Line, Inc., Victory Capital Management Inc., MFS Investment Management, Invesco Advisors, Inc., Janus Capital Management LLC, Fidelity Management & Research Company, Davis Selected Advisers, LP, Gabelli Funds, LLC, Alliance Capital Management LP, Van Kampen Asset Management Inc., and Templeton Global Advisors Limited. This compensation ranges from .10% to .25% of the average daily net assets that are invested in the variable investment options available through the Separate Account. We also receive 12b-1 fees from some Funds. Those Funds include funds from Invesco, AllianceBernstein, Fidelity, Franklin Templeton, MFS, Value Line and Van Kampen. Currently, the amount of 12b-1 fees ranges from .10% to .40%. These payments may be derived, in whole or in part, from the advisory fee or 12b-1 fee deducted from fund assets. Contract owners, through their indirect investment in the funds, bear the costs of these advisory and 12b-1 fees. The amount of these payments may be substantial. We may use these payments for any corporate purpose, including payment of expenses that we and/or our affiliates incur in promoting, marketing, and administering the contracts, and, in our role as an intermediary, the funds. We may profit from these payments.
4. The first paragraph under the subsection “SELECTION OF FUNDS” is deleted and replaced with the following:
The Funds offered through this product were selected by GIAC based on various factors, including but not limited to asset class coverage, the strength of the advisor’s or sub-advisor’s reputation and tenure, brand recognition, investment performance, and the capability and qualification of each investment firm. Another factor that we may consider is whether the fund or its advisor or other service providers provide any revenue to us and the amount of any such revenue (discussed above). In addition, we may include certain funds, such as the Victory High Yield VIP Series, because they are managed or advised by one of our affiliates. We may also consider whether and to what extent the fund’s advisor or an affiliate distribute or provide marketing support for the contracts.
Please refer to your prospectus for important information including fees and expenses. Please read the prospectus carefully before investing or sending money. Consider the fund’s investment objectives, risks, charges and expenses carefully before investing.
As always, the availability of any investment option is subject to change. See your prospectus for more information concerning the addition, deletion or substitution of investments.
Except as set forth herein, all other provisions of the prospectuses noted above, as heretofore supplemented, shall remain unchanged.
This Prospectus Supplement must be preceded or accompanied by the most recent Prospectus available and should be retained with the Prospectus for future reference.
| 4 |