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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23148
Guardian Variable Products Trust
(Exact name of registrant as specified in charter)
7 Hanover Square, New York, N.Y. 10004
(Address of principal executive offices) (Zip code)
Douglas Dubitsky
7 Hanover Square, New York, N.Y. 10004
(Name and address of agent for service)
Registrant’s telephone number, including area code: 212-598-8000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2016
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Item 1. | Reports to Stockholders. |
The Report to Shareholders is attached herewith.
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Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Large Cap Fundamental Growth VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
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Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY OF CLEARBRIDGE INVESTMENTS LLC, SUB-ADVISER
Highlights
• | Guardian Large Cap Fundamental Growth VIP Fund (the “Fund”) returned 1.90%, outperforming its benchmark, the Russell 1000® Growth Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s outperformance relative to the Index was primarily due to stock selection in the health care sector. |
• | The Index delivered a 1.38% return for the period. This performance was largely due to strength in the energy and industrials sectors. |
Market Overview
A decidedly positive reaction to the presidential election of Donald Trump lifted U.S. markets to gains for the reporting period as the Index advanced 1.38%.
We believe that equity markets are betting that Trump’s pro-growth policies will be successful in jump-starting a U.S. economy that has been mired in a tepid expansion since the financial crisis of 2008. This optimism was based on the then President-elect’s promises for tax cuts and reforms, increased fiscal spending and the likelihood of looser government regulation of corporations and corporate activity such as mergers and acquisitions. The U.S. Federal Reserve affirmed this more optimistic outlook for the economy by raising interest rates in December 2016 and upping its planned pace of tightening over the next year.
Financial, managed care and industrial companies are expected to be the biggest near-term beneficiaries under the Trump administration. Lower costs related to regulation and higher interest rates propelled financial companies to robust post-election gains. The potential repeal or reform of the Affordable Care Act boosted managed care providers. Energy was the top performing sector in the Index, boosted by the decision of the Organization of the Petroleum Exporting Countries (OPEC) to pare back production.
Portfolio Review
The Fund’s relative performance was primarily driven by stock selection in the health care sector, with
particular strength in managed care. Stock selection in the financials and consumer discretionary sectors and a lack of exposure to the real estate sector also contributed to relative performance. On the negative side, stock selection in the consumer staples sector, and an underweight to industrials detracted from the Fund’s relative performance.
Outlook
Beyond the election, OPEC’s decision to pare back production caused oil prices to rise 14% for the period, benefiting the energy sector. We are optimistic that the oil market will likely continue to recover as global supply and demand come into balance. In the technology sector, many companies are experiencing a slowdown in spending by corporate clients, with some of the largest cuts coming in the information security area. After a flurry of reactionary spending to high profile data breaches over the last 18 months, it appears that many companies are now rethinking their approach to security. This pause could last several more quarters, but we believe the long-term demand for security solutions remains strong.
Higher interest rates continued to prop up the U.S. dollar, which climbed to its highest levels against global currencies since 2002. A stronger dollar has been a headwind for the last several years and that could continue in the near term. The trajectory of dollar appreciation in 2017 could be influenced by tax policy, specifically border adjustments for imports.
We have positioned the Fund for a low growth environment and will need to gain more confidence in the prospects for improved growth before significantly changing this positioning. The substance of Trump’s promises is still largely unknown and the President’s success in getting his full agenda through Congress is far from assured. The first half of 2017 should engender further uncertainty as those proposals enter the policymaking stage. We will be closely evaluating this process and determining where it makes sense to reposition the Fund’s exposures to capture growth opportunities that we consider attractive.
1 | The Russell 1000® Growth Index (the “Index”) is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees or expenses. |
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GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. Investments in growth companies may be highly volatile. Growth stocks may not realize their perceived growth potential and during certain periods the Fund may underperform other equity funds that employ a different style. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $9,778,263 |
Sector Allocation1 As of December 31, 2016 |
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
Amazon.com, Inc. | 4.60% | |||
Microsoft Corp. | 3.44% | |||
Alphabet, Inc., Class C | 3.08% | |||
Schlumberger Ltd. | 2.94% | |||
UnitedHealth Group, Inc. | 2.91% | |||
Celgene Corp. | 2.86% | |||
Visa, Inc., Class A | 2.85% | |||
Comcast Corp., Class A | 2.85% | |||
Akamai Technologies, Inc. | 2.78% | |||
The Walt Disney Co. | 2.66% | |||
Total | 30.97% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
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GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Large Cap Fundamental Growth VIP Fund | 9/1/2016 | — | — | — | 1.90% | |||||||||||||||
Russell 1000® Growth Index | — | — | — | 1.38% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $1,019.00 | $3.37 | 1.00% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,020.11 | $5.08 | 1.00% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 96.2% | ||||||||
Aerospace & Defense – 1.9% | ||||||||
Rockwell Collins, Inc. | 2,030 | $ | 188,303 | |||||
|
| |||||||
188,303 | ||||||||
Air Freight & Logistics – 2.1% | ||||||||
United Parcel Service, Inc., Class B | 1,760 | 201,766 | ||||||
|
| |||||||
201,766 | ||||||||
Beverages – 4.0% | ||||||||
Anheuser-Busch InBev S.A., ADR | 1,710 | 180,302 | ||||||
The Coca-Cola Co. | 5,060 | 209,788 | ||||||
|
| |||||||
390,090 | ||||||||
Biotechnology – 8.2% | ||||||||
Alexion Pharmaceuticals, Inc.(1) | 1,480 | 181,078 | ||||||
Biogen, Inc.(1) | 750 | 212,685 | ||||||
Celgene Corp.(1) | 2,420 | 280,115 | ||||||
Regeneron Pharmaceuticals, Inc.(1) | 340 | 124,811 | ||||||
|
| |||||||
798,689 | ||||||||
Capital Markets – 5.6% | ||||||||
BlackRock, Inc. | 600 | 228,324 | ||||||
Nasdaq, Inc. | 2,050 | 137,596 | ||||||
The Charles Schwab Corp. | 4,630 | 182,746 | ||||||
|
| |||||||
548,666 | ||||||||
Chemicals – 4.1% | ||||||||
Ecolab, Inc. | 1,660 | 194,585 | ||||||
Monsanto Co. | 1,940 | 204,108 | ||||||
|
| |||||||
398,693 | ||||||||
Communications Equipment – 1.4% | ||||||||
Palo Alto Networks, Inc.(1) | 1,070 | 133,803 | ||||||
|
| |||||||
133,803 | ||||||||
Consumer Finance – 1.6% | ||||||||
American Express Co. | 2,130 | 157,790 | ||||||
|
| |||||||
157,790 | ||||||||
Energy Equipment & Services – 2.9% | ||||||||
Schlumberger Ltd. | 3,420 | 287,109 | ||||||
|
| |||||||
287,109 | ||||||||
Food & Staples Retailing – 2.5% | ||||||||
CVS Health Corp. | 3,050 | 240,675 | ||||||
|
| |||||||
240,675 | ||||||||
Health Care Equipment & Supplies – 1.3% | ||||||||
DENTSPLY SIRONA, Inc. | 2,282 | 131,740 | ||||||
|
| |||||||
131,740 | ||||||||
Health Care Providers & Services – 4.7% | ||||||||
Aetna, Inc. | 1,380 | 171,134 | ||||||
UnitedHealth Group, Inc. | 1,780 | 284,871 | ||||||
|
| |||||||
456,005 | ||||||||
Hotels, Restaurants & Leisure – 2.5% | ||||||||
Chipotle Mexican Grill, Inc.(1) | 260 | 98,103 | ||||||
Yum China Holdings, Inc.(1) | 5,520 | 144,183 | ||||||
|
| |||||||
242,286 |
December 31, 2016 | Shares | Value | ||||||
Industrial Conglomerates – 1.7% | ||||||||
General Electric Co. | 5,400 | $ | 170,640 | |||||
|
| |||||||
170,640 | ||||||||
Internet & Direct Marketing Retail – 4.6% | ||||||||
Amazon.com, Inc.(1) | 600 | 449,922 | ||||||
|
| |||||||
449,922 | ||||||||
Internet Software & Services – 11.0% | ||||||||
Akamai Technologies, Inc.(1) | 4,070 | 271,388 | ||||||
Alphabet, Inc., Class A(1) | 260 | 206,037 | ||||||
Alphabet, Inc., Class C(1) | 390 | 301,010 | ||||||
eBay, Inc.(1) | 2,960 | 87,882 | ||||||
Facebook, Inc., Class A(1) | 1,860 | 213,993 | ||||||
|
| |||||||
1,080,310 | ||||||||
IT Services – 4.5% | ||||||||
PayPal Holdings, Inc.(1) | 4,060 | 160,248 | ||||||
Visa, Inc., Class A | 3,570 | 278,532 | ||||||
|
| |||||||
438,780 | ||||||||
Life Sciences Tools & Services – 1.8% | ||||||||
Thermo Fisher Scientific, Inc. | 1,250 | 176,375 | ||||||
|
| |||||||
176,375 | ||||||||
Media – 7.0% | ||||||||
Comcast Corp., Class A | 4,030 | 278,272 | ||||||
The Walt Disney Co. | 2,500 | 260,550 | ||||||
Twenty-First Century Fox, Inc., Class A | 5,380 | 150,855 | ||||||
|
| |||||||
689,677 | ||||||||
Pharmaceuticals – 4.5% | ||||||||
Johnson & Johnson | 1,670 | 192,401 | ||||||
Zoetis, Inc. | 4,670 | 249,985 | ||||||
|
| |||||||
442,386 | ||||||||
Semiconductors & Semiconductor Equipment – 3.2% | ||||||||
Texas Instruments, Inc. | 2,160 | 157,615 | ||||||
Xilinx, Inc. | 2,560 | 154,547 | ||||||
|
| |||||||
312,162 | ||||||||
Software – 9.3% | ||||||||
Adobe Systems, Inc.(1) | 1,800 | 185,310 | ||||||
Fortinet, Inc.(1) | 2,900 | 87,348 | ||||||
Microsoft Corp. | 5,420 | 336,799 | ||||||
Red Hat, Inc.(1) | 2,340 | 163,098 | ||||||
VMware, Inc., Class A(1) | 1,700 | 133,841 | ||||||
|
| |||||||
906,396 | ||||||||
Specialty Retail – 2.6% | ||||||||
The Home Depot, Inc. | 1,920 | 257,434 | ||||||
|
| |||||||
257,434 | ||||||||
Technology Hardware, Storage & Peripherals – 1.7% | ||||||||
Apple, Inc. | 1,400 | 162,148 | ||||||
|
| |||||||
162,148 |
6 | The accompanying notes are an integral part of these financial statements. |
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SCHEDULE OF INVESTMENTS — GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Trading Companies & Distributors – 1.5% | ||||||||
WW Grainger, Inc. | 650 | $ | 150,962 | |||||
|
| |||||||
150,962 | ||||||||
Total Common Stocks (Cost $9,291,006) | 9,412,807 | |||||||
Principal Amount | Value | |||||||
Short–Term Investment – 8.0% | ||||||||
Repurchase Agreements – 8.0% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $780,003, due 1/3/2017(2) | $ | 780,000 | 780,000 | |||||
Total Repurchase Agreements (Cost $780,000) | 780,000 | |||||||
Total Investments – 104.2% (Cost $10,071,006) | 10,192,807 | |||||||
Liabilities in excess of other assets – (4.2)% | (414,544 | ) | ||||||
Total Net Assets – 100.0% | $ | 9,778,263 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 740,000 | $ | 797,152 |
Legend:
ADR — American Depositary Receipt
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 9,412,807 | $ | — | $ | — | $ | 9,412,807 | ||||||||
Repurchase Agreements | — | 780,000 | — | 780,000 | ||||||||||||
Total | $ | 9,412,807 | $ | 780,000 | $ | — | $ | 10,192,807 |
The accompanying notes are an integral part of these financial statements. | 7 |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 28,284 | ||
Interest | 342 | |||
Withholding taxes on foreign dividends | (430 | ) | ||
|
| |||
Total Investment Income | 28,196 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 13,847 | |||
Professional fees | 27,709 | |||
Trustees’ fees | 19,311 | |||
Transfer agent fees | 8,823 | |||
Distribution fees | 5,583 | |||
Custodian and accounting fees | 3,434 | |||
Shareholder reports | 500 | |||
Administrative fees | 223 | |||
Other expenses | 2,782 | |||
|
| |||
Total Expenses | 82,212 | |||
Less: Fees waived | (59,879 | ) | ||
|
| |||
Total Expenses, Net | 22,333 | |||
|
| |||
Net Investment Income/(Loss) | 5,863 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments | ||||
Net realized gain/(loss) from investments | (2,227 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | 121,801 | |||
|
| |||
Net Gain on Investments | 119,574 | |||
|
| |||
Net Increase in Net Assets Resulting From Operations | $ | 125,437 | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
8 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations |
| |||
Net investment income/(loss) | $ | 5,863 | ||
Net realized gain/(loss) from investments | (2,227 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | 121,801 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 125,437 | |||
|
| |||
Capital Share Transactions |
| |||
Proceeds from sales of shares | 9,652,826 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 9,652,826 | |||
|
| |||
Net Increase in Net Assets | 9,778,263 | |||
|
| |||
Net Assets |
| |||
Beginning of period | — | |||
|
| |||
End of period | $ | 9,778,263 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 5,863 | ||
|
| |||
Other Information: |
| |||
Shares | ||||
Sold | 959,939 | |||
|
| |||
Net Increase | 959,939 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, | Net Investment Income2 | Net Realized and Unrealized Gain | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.01 | $ | 0.18 | $ | 0.19 | $ | 10.19 | 1.90% |
10 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 9,778 | 1.00% | 3.08% | 0.26% | (1.82)% | 4% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 11 |
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP FUNDAMENTAL GROWTH VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Large Cap Fundamental Growth VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks long-term growth of capital.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the
closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
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Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are
therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
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b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.62% up to $100 million, 0.57% up to $300 million, 0.52% up to $500 million, and 0.50% in excess of $500 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 1.00% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without action by the Board of Trustees, may be terminated
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only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $59,879.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $59,879.
Park Avenue has entered into a Sub-Advisory Agreement with ClearBridge Investments LLC (“ClearBridge”). ClearBridge is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $5,583 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $9,588,540 and $295,307, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited
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to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum
exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Large Cap Fundamental Growth VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Large Cap Fundamental Growth VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The
Trustees also considered information regarding funds or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile
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for Guardian Diversified Research VIP Fund, Guardian Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive
specific projected cost and profitability information from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted
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pursuant to Rule 12b-1 under the 1940 Act. The Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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Table of Contents
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8175
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Large Cap Disciplined Growth VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
Table of Contents
GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY OF WELLINGTON MANAGEMENT COMPANY LLP, SUB-ADVISER
Highlights
• | Guardian Large Cap Disciplined Growth VIP Fund (the “Fund”) returned -1.50%, underperforming its benchmark, the Russell 1000® Growth Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s underperformance relative to the Index was primarily due to security selection, especially in the information technology sector. |
• | The Index returned 1.38% during the period. The energy, utilities, industrials, and financials sectors posted the best returns within the Index. |
Market Overview
U.S. equities climbed during the period, ending the year in positive territory as measured by the Standard & Poor’s 500® Index. Despite a common perception that markets preferred Hillary Clinton, stocks soared following Trump’s victory on hopes of increased fiscal stimulus, reduced regulatory restrictions, and lower corporate taxes. Following the November U.S. election, the reflation trading theme dominated the narrative, leading to big equity inflows and the largest exodus from bonds since the “taper tantrum” in 2013. We believe a Republican majority in Congress is likely to reduce gridlock in Washington, and there may be momentum behind tax reform and repatriation of overseas profits. The U.S. Federal Reserve (the “Fed”) took center stage in December 2016 after giving the U.S. economy a vote of confidence by deciding to increase the federal funds rate for the first time since December 2015. While market participants had largely priced in a Fed rate hike, the statement and press conference following the meeting were more hawkish than expected, particularly the shift in view toward three interest rate hikes in 2017 versus two, as previously expected.
Portfolio Review
Security selection, particularly within the information technology, industrials, and consumer discretionary sectors, detracted from the Fund’s relative performance. Stronger stock selection within the energy and health care sectors helped to partially offset these results. Sector allocation, a residual of our bottom-up stock selection process, had a slightly positive impact on relative performance during the period, particularly due to the Fund’s underweight exposure to the real estate and health care sectors.
Outlook
As we enter 2017, we believe the global reflation theme remains intact as we expect stronger global growth and higher inflation in 2017. Under a Donald Trump administration, we believe there is a reasonable likelihood of corporate and individual tax reform, both of which, in our view, would promote reinvestment and consumption. We believe that Trump’s policies may be inflationary and may induce a stronger U.S. dollar. We expect that tax cuts will be a centerpiece of the new administration. In our view, corporate tax cuts, including the repatriation of foreign earnings at a lower tax, should be a boost for corporate earnings. Several questions remain on implementation and cost. Another boost to the U.S. economy may come from deregulation in areas such as health care, financial services, and energy drilling, which we believe would increase business confidence, lower the cost of doing business, and increase incentives to hire more workers.
However, we believe that a Trump presidency may create trade tensions, which may be a hindrance for the U.S. economy, as well as the global economy. There is also the risk of increased geopolitical uncertainty. The reaction of the rest of the world to Trump’s policies regarding trade and other relationships remains a wild card until we see his policies unfold.
1 | The Russell 1000® Growth Index (the “Index”) is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees or expenses. |
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Table of Contents
GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
We continue to find attractively valued stocks with the characteristics we seek. We remain consistent in adhering to our disciplined portfolio construction process that allows us to assess risk, weight individual
positions accordingly, and in the process build a portfolio that focuses largely on stock selection for generating return potential.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. Investments in growth companies may be highly volatile. Growth stocks may not realize their perceived growth potential and during certain periods the Fund may underperform other equity funds that employ a different style. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $8,165,241 |
Sector Allocation1 As of December 31, 2016 |
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
Apple, Inc. | 6.09% | |||
iShares Russell 1000 Growth ETF | 3.65% | |||
Alphabet, Inc., Class A | 3.44% | |||
Amazon.com, Inc. | 3.42% | |||
Microsoft Corp. | 2.99% | |||
Comcast Corp., Class A | 2.59% | |||
Facebook, Inc., Class A | 2.55% | |||
MasterCard, Inc., Class A | 2.20% | |||
UnitedHealth Group, Inc. | 2.18% | |||
Altria Group, Inc. | 2.16% | |||
Total | 31.27% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
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GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
Fund Performance (unaudited)
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Large Cap Disciplined Growth VIP Fund | 9/1/2016 | — | — | — | -1.50% | |||||||||||||||
Russell 1000® Growth Index | — | — | — | 1.38% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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Table of Contents
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $985.00 | $3.31 | 1.00% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,020.11 | $5.08 | 1.00% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 94.6% | ||||||||
Aerospace & Defense – 0.6% | ||||||||
General Dynamics Corp. | 299 | $ | 51,625 | |||||
|
| |||||||
51,625 | ||||||||
Banks – 0.7% | ||||||||
M&T Bank Corp. | 354 | 55,376 | ||||||
|
| |||||||
55,376 | ||||||||
Beverages – 2.0% | ||||||||
Molson Coors Brewing Co., Class B | 726 | 70,647 | ||||||
Monster Beverage Corp.(1) | 2,188 | 97,016 | ||||||
|
| |||||||
167,663 | ||||||||
Biotechnology – 2.6% | ||||||||
Alkermes PLC(1) | 678 | 37,683 | ||||||
Biogen, Inc.(1) | 215 | 60,970 | ||||||
Incyte Corp.(1) | 512 | 51,338 | ||||||
Regeneron Pharmaceuticals, Inc.(1) | 173 | 63,507 | ||||||
|
| |||||||
213,498 | ||||||||
Building Products – 0.9% | ||||||||
Fortune Brands Home & Security, Inc. | 1,361 | 72,759 | ||||||
|
| |||||||
72,759 | ||||||||
Capital Markets – 2.4% | ||||||||
BlackRock, Inc. | 303 | 115,304 | ||||||
Intercontinental Exchange, Inc. | 1,382 | 77,972 | ||||||
|
| |||||||
193,276 | ||||||||
Chemicals – 1.9% | ||||||||
PPG Industries, Inc. | 928 | 87,938 | ||||||
The Sherwin-Williams Co. | 249 | 66,916 | ||||||
|
| |||||||
154,854 | ||||||||
Consumer Finance – 1.0% | ||||||||
Capital One Financial Corp. | 936 | 81,657 | ||||||
|
| |||||||
81,657 | ||||||||
Containers & Packaging – 1.1% | ||||||||
Crown Holdings, Inc.(1) | 1,671 | 87,844 | ||||||
|
| |||||||
87,844 | ||||||||
Electrical Equipment – 1.3% | ||||||||
AMETEK, Inc. | 1,118 | 54,335 | ||||||
Eaton Corp. PLC | 803 | 53,873 | ||||||
|
| |||||||
108,208 | ||||||||
Energy Equipment & Services – 0.7% | ||||||||
Baker Hughes, Inc. | 834 | 54,185 | ||||||
|
| |||||||
54,185 | ||||||||
Food & Staples Retailing – 2.9% | ||||||||
Costco Wholesale Corp. | 971 | 155,467 | ||||||
Walgreens Boots Alliance, Inc. | 1,010 | 83,587 | ||||||
|
| |||||||
239,054 | ||||||||
Food Products – 1.3% | ||||||||
Mondelez International, Inc., Class A | 2,462 | 109,140 | ||||||
|
| |||||||
109,140 | ||||||||
Health Care Equipment & Supplies – 1.6% | ||||||||
Hologic, Inc.(1) | 1,738 | 69,729 | ||||||
December 31, 2016 | Shares | Value | ||||||
Health Care Equipment & Supplies (continued) | ||||||||
Medtronic PLC | 874 | $ | 62,255 | |||||
|
| |||||||
131,984 | ||||||||
Health Care Providers & Services – 3.2% | ||||||||
HCA Holdings, Inc.(1) | 1,128 | 83,495 | ||||||
UnitedHealth Group, Inc. | 1,110 | 177,644 | ||||||
|
| |||||||
261,139 | ||||||||
Hotels, Restaurants & Leisure – 3.2% | ||||||||
Hilton Worldwide Holdings, Inc. | 3,888 | 105,754 | ||||||
Starbucks Corp. | 2,799 | 155,400 | ||||||
|
| |||||||
261,154 | ||||||||
Household Durables – 1.1% | ||||||||
Mohawk Industries, Inc.(1) | 449 | 89,656 | ||||||
|
| |||||||
89,656 | ||||||||
Household Products – 1.5% | ||||||||
Colgate-Palmolive Co. | 1,833 | 119,952 | ||||||
|
| |||||||
119,952 | ||||||||
Industrial Conglomerates – 1.8% | ||||||||
Honeywell International, Inc. | 1,242 | 143,886 | ||||||
|
| |||||||
143,886 | ||||||||
Insurance – 1.0% | ||||||||
The Allstate Corp. | 1,115 | 82,644 | ||||||
|
| |||||||
82,644 | ||||||||
Internet & Direct Marketing Retail – 4.7% | ||||||||
Amazon.com, Inc.(1) | 373 | 279,701 | ||||||
Netflix, Inc.(1) | 850 | 105,230 | ||||||
|
| |||||||
384,931 | ||||||||
Internet Software & Services – 9.6% | ||||||||
Alphabet, Inc., Class A(1) | 354 | 280,527 | ||||||
Alphabet, Inc., Class C(1) | 221 | 170,572 | ||||||
eBay, Inc.(1) | 2,009 | 59,647 | ||||||
Facebook, Inc., Class A(1) | 1,809 | 208,126 | ||||||
GoDaddy, Inc., Class A(1) | 1,910 | 66,755 | ||||||
|
| |||||||
785,627 | ||||||||
IT Services – 5.0% | ||||||||
Accenture PLC, Class A | 735 | 86,091 | ||||||
Global Payments, Inc. | 1,032 | 71,631 | ||||||
MasterCard, Inc., Class A | 1,740 | 179,655 | ||||||
PayPal Holdings, Inc.(1) | 1,815 | 71,638 | ||||||
|
| |||||||
409,015 | ||||||||
Life Sciences Tools & Services – 1.3% | ||||||||
Thermo Fisher Scientific, Inc. | 755 | 106,530 | ||||||
|
| |||||||
106,530 | ||||||||
Machinery – 3.1% | ||||||||
Illinois Tool Works, Inc. | 617 | 75,558 | ||||||
Snap-on, Inc. | 523 | 89,574 | ||||||
The Middleby Corp.(1) | 692 | 89,137 | ||||||
|
| |||||||
254,269 | ||||||||
Media – 2.6% | ||||||||
Comcast Corp., Class A | 3,069 | 211,914 | ||||||
|
| |||||||
211,914 |
6 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Multiline Retail – 1.1% | ||||||||
Dollar Tree, Inc.(1) | 1,131 | $ | 87,291 | |||||
|
| |||||||
87,291 | ||||||||
Personal Products – 1.3% | ||||||||
The Estee Lauder Cos., Inc., Class A | 1,416 | 108,310 | ||||||
|
| |||||||
108,310 | ||||||||
Pharmaceuticals – 4.4% | ||||||||
Allergan PLC(1) | 653 | 137,136 | ||||||
Bristol-Myers Squibb Co. | 2,611 | 152,587 | ||||||
Eli Lilly & Co. | 916 | 67,372 | ||||||
|
| |||||||
357,095 | ||||||||
Professional Services – 1.6% | ||||||||
Equifax, Inc. | 522 | 61,716 | ||||||
Verisk Analytics, Inc.(1) | 847 | 68,751 | ||||||
|
| |||||||
130,467 | ||||||||
Road & Rail – 0.9% | ||||||||
JB Hunt Transport Services, Inc. | 766 | 74,356 | ||||||
|
| |||||||
74,356 | ||||||||
Semiconductors & Semiconductor Equipment – 2.9% | ||||||||
Analog Devices, Inc. | 987 | 71,676 | ||||||
Broadcom Ltd. | 563 | 99,522 | ||||||
QUALCOMM, Inc. | 1,031 | 67,221 | ||||||
|
| |||||||
238,419 | ||||||||
Software – 7.0% | ||||||||
Adobe Systems, Inc.(1) | 867 | 89,258 | ||||||
Electronic Arts, Inc.(1) | 994 | 78,287 | ||||||
Microsoft Corp. | 3,929 | 244,148 | ||||||
salesforce.com, Inc.(1) | 951 | 65,106 | ||||||
ServiceNow, Inc.(1) | 612 | 45,496 | ||||||
Workday, Inc., Class A(1) | 816 | 53,929 | ||||||
|
| |||||||
576,224 | ||||||||
Specialty Retail – 4.7% | ||||||||
Advance Auto Parts, Inc. | 587 | 99,273 | ||||||
Lowe’s Cos., Inc. | 1,625 | 115,570 | ||||||
The Michaels Cos., Inc.(1) | 1,788 | 36,565 | ||||||
The TJX Cos., Inc. | 1,741 | 130,801 | ||||||
|
| |||||||
382,209 | ||||||||
Technology Hardware, Storage & Peripherals – 6.6% | ||||||||
Apple, Inc. | 4,296 | 497,563 | ||||||
Western Digital Corp. | 601 | 40,838 | ||||||
|
| |||||||
538,401 |
December 31, 2016 | Shares | Value | ||||||
Textiles, Apparel & Luxury Goods – 2.8% | ||||||||
NIKE, Inc., Class B | 2,975 | $ | 151,219 | |||||
VF Corp. | 1,403 | 74,850 | ||||||
|
| |||||||
226,069 | ||||||||
Tobacco – 2.2% | ||||||||
Altria Group, Inc. | 2,605 | 176,150 | ||||||
|
| |||||||
176,150 | ||||||||
Total Common Stocks (Cost $7,751,877) | 7,726,831 | |||||||
Exchange–Traded Funds – 3.7% | ||||||||
iShares Russell 1000 Growth ETF | 2,843 | 298,231 | ||||||
Total Exchange–Traded Funds (Cost $295,823) | 298,231 | |||||||
Principal Amount | Value | |||||||
Short–Term Investment – 4.0% | ||||||||
Repurchase Agreements – 4.0% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds maturity value of $327,001, due 1/3/2017(2) | $ | 327,000 | 327,000 | |||||
Total Repurchase Agreements (Cost $327,000) | 327,000 | |||||||
Total Investments – 102.3% (Cost $8,374,700) | 8,352,062 | |||||||
Liabilities in excess of other assets – (2.3)% | (186,821 | ) | ||||||
Total Net Assets – 100.0% | $ | 8,165,241 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 310,000 | $ | 333,942 |
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 7,726,831 | $ | — | $ | — | $ | 7,726,831 | ||||||||
Exchange–Traded Funds | 298,231 | — | — | 298,231 | ||||||||||||
Repurchase Agreements | — | 327,000 | — | 327,000 | ||||||||||||
Total | $ | 8,025,062 | $ | 327,000 | $ | — | $ | 8,352,062 |
The accompanying notes are an integral part of these financial statements. | 7 |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 27,857 | ||
Interest | 297 | |||
|
| |||
Total Investment Income | 28,154 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 12,562 | |||
Professional fees | 27,047 | |||
Trustees’ fees | 17,054 | |||
Transfer agent fees | 8,816 | |||
Distribution fees | 5,065 | |||
Custodian and accounting fees | 3,421 | |||
Shareholder reports | 500 | |||
Administrative fees | 203 | |||
Other expenses | 2,764 | |||
|
| |||
Total Expenses | 77,432 | |||
Less: Fees waived | (57,170 | ) | ||
|
| |||
Total Expenses, Net | 20,262 | |||
|
| |||
Net Investment Income/(Loss) | 7,892 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments | ||||
Net realized gain/(loss) from investments | (61,937 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | (22,638 | ) | ||
|
| |||
Net Loss on Investments | (84,575 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting From Operations | $ | (76,683 | ) | |
|
| |||
1 | Commenced operations on September 1, 2016. |
8 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations | ||||
Net investment income/(loss) | $ | 7,892 | ||
Net realized gain/(loss) from investments | (61,937 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | (22,638 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting from Operations | (76,683 | ) | ||
|
| |||
Capital Share Transactions | ||||
Proceeds from sales of shares | 8,241,924 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 8,241,924 | |||
|
| |||
Net Increase in Net Assets | 8,165,241 | |||
|
| |||
Net Assets | ||||
Beginning of period | — | |||
|
| |||
End of period | $ | 8,165,241 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 7,892 | ||
|
| |||
Other Information: | ||||
Shares | ||||
Sold | 829,073 | |||
|
| |||
Net Increase | 829,073 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, Beginning of Period | Net Investment Income2 | Net Realized and Unrealized Loss | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.01 | $ | (0.16 | ) | $ | (0.15 | ) | $ | 9.85 | (1.50 | )% |
10 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 8,165 | 1.00% | 3.16% | 0.39% | (1.77)% | 42% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.’s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 11 |
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Large Cap Disciplined Growth VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks to maximize long-term growth.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the
closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are
therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.62% up to $100 million, 0.57% up to $300 million, 0.52% up to $500 million, and 0.50% in excess of $500 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 1.00% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $57,170.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $57,170.
Park Avenue has entered into a Sub-Advisory Agreement with Wellington Management Company LLP (“Wellington”). Wellington is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $5,065 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $10,750,352 and $2,640,715, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED GROWTH VIP FUND
some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the
time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Large Cap Disciplined Growth VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Large Cap Disciplined Growth VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The
Trustees also considered information regarding funds or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile
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SUPPLEMENTAL INFORMATION (UNAUDITED)
for Guardian Diversified Research VIP Fund, Guardian Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive
specific projected cost and profitability information from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted
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SUPPLEMENTAL INFORMATION (UNAUDITED)
pursuant to Rule 12b-1 under the 1940 Act. The Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8173
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Integrated Research VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN INTEGRATED RESEARCH VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY OF MASSACHUSETTS FINANCIAL SERVICES COMPANY, SUB-ADVISER
Highlights
• | Guardian Integrated Research VIP Fund (the “Fund”) returned 2.40%, underperforming its benchmark, the Standard & Poor’s 500® Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s underperformance relative to the Index was primarily due to security selection, especially within the retailing and special products and services sectors. |
• | The Index returned 3.84% for the period. The performance of the Index was largely driven by the financials sector, followed by the energy and industrials sectors. |
Market Overview
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during much of the reporting period, though signs of improved growth became evident in late 2016. The U.S. Federal Reserve increased interest rates by 0.25% at the end of the period, the second interest rate hike of the cycle which began in December 2015. Globally, however, central bank policy remained highly accommodative, which forced many government bond, and even some corporate bond, yields into negative territory during the period.
Late in the period, the U.S. presidential election outcome prompted a significant rally in equities and a rise in bond yields in anticipation of a reflationary policy mix from the incoming Trump administration. A sharp rise in the U.S. dollar was a headwind for multinational companies late in the period, weighing on earnings. U.S. consumer spending held up well amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many emerging markets countries.
During the reporting period new challenges emerged for emerging markets debt (“EMD”) as a result of the U.S. presidential election, which raised concerns about the potential for a protectionist turn in U.S. trade policy which could negatively impact emerging markets economies. As of the end of the period, the markets seemed to be in “wait-and-see” mode, looking for evidence to either confirm or refute the repricing of risk that occurred since election day.
Portfolio Review
Poor stock selection and an overweight position in the retailing sector was a primary detractor from the Fund’s performance relative to the Index. Stock selection within the special products and services sector further weighed on the Fund’s relative performance. The Fund’s positions in certain medical devices, natural gas exploration and development, food production, and pharmaceutical companies weakened its performance relative to the benchmark. In addition, the Fund’s positions in integrated energy stocks further dampened the Fund’s relative performance.
Strong stock selection in both the financial services and transportation sectors was a primary contributor to the Fund’s performance relative to the benchmark. Within the financial services sector, the Fund’s holdings in certain financial services firms, insurance companies, and direct banking and payment services stocks aided its relative performance. Within the transportation sector, the Fund’s positions in certain airline stocks strengthened its relative performance. The Fund’s holdings in certain independent oil refinery and energy exploration and production stocks further contributed to the Fund’s relative performance.
Outlook
The second half of 2016 was characterized by a rotation in the equity markets from more defensive sectors like utilities, real estate investment trusts
1 | The Standard & Poor’s 500® Index (the “Index”) is an unmanaged market-capitalization-weighted index generally considered to be representative of U.S. equity market activity. The Index consists of 500 stocks representing leading industries of the U.S. economy. Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees or expenses. |
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GUARDIAN INTEGRATED RESEARCH VIP FUND
(REITS) and large-cap multinational companies, to
cyclical sectors that we view to be “risker,” started during the summer. Additionally, in the post-election environment since November, beaten-down, lower quality sectors such as banks and industrials — owing to higher debt levels and less-certain cash flow generation abilities — took on market leadership
roles. While some aspects of the rotation from sectors we consider to be defensive might persist, we believe
it is reasonable to question the durability of the current low quality trend. As the new administration’s policies take effect, we expect to see continued economic growth and stabilization in the market. We believe this should provide a constructive backdrop for our longer term investment perspective and our preference for higher quality, attractively valued companies.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. Investments in growth companies may be highly volatile. Growth stocks may not realize their perceived growth potential and during certain periods the Fund may underperform other equity funds that employ a different style. Value stocks may not realize their perceived value and during certain periods the Fund may underperform other equity funds that employ a different style. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN INTEGRATED RESEARCH VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $14,915,237 |
Sector Allocation1 As of December 31, 2016 |
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
Amazon.com, Inc. | 3.01% | |||
Bank of America Corp. | 2.65% | |||
Verizon Communications, Inc. | 2.41% | |||
Apple, Inc. | 2.33% | |||
Cisco Systems, Inc. | 2.24% | |||
Merck & Co., Inc. | 2.20% | |||
The Procter & Gamble Co. | 2.06% | |||
Citigroup, Inc. | 2.01% | |||
Celgene Corp. | 1.86% | |||
Facebook, Inc., Class A | 1.84% | |||
Total | 22.61% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
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GUARDIAN INTEGRATED RESEARCH VIP FUND
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Integrated Research VIP Fund | 9/1/2016 | — | — | — | 2.40% | |||||||||||||||
Standard & Poor’s 500® Index | — | — | — | 3.84% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $1,024.00 | $3.24 | 0.96% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,020.31 | $4.88 | 0.96% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 98.8% | ||||||||
Aerospace & Defense – 3.3% | ||||||||
Northrop Grumman Corp. | 939 | $ | 218,393 | |||||
Textron, Inc. | 1,495 | 72,597 | ||||||
United Technologies Corp. | 1,849 | 202,687 | ||||||
|
| |||||||
493,677 | ||||||||
Airlines – 1.2% | ||||||||
Delta Air Lines, Inc. | 1,617 | 79,540 | ||||||
United Continental Holdings, Inc.(1) | 1,462 | 106,551 | ||||||
|
| |||||||
186,091 | ||||||||
Automobiles – 0.6% | ||||||||
General Motors Co. | 2,558 | 89,121 | ||||||
|
| |||||||
89,121 | ||||||||
Banks – 7.4% | ||||||||
Bank of America Corp. | 17,875 | 395,037 | ||||||
Citigroup, Inc. | 5,056 | 300,478 | ||||||
JPMorgan Chase & Co. | 2,747 | 237,039 | ||||||
Wells Fargo & Co. | 3,118 | 171,833 | ||||||
|
| |||||||
1,104,387 | ||||||||
Biotechnology – 3.1% | ||||||||
Celgene Corp.(1) | 2,399 | 277,684 | ||||||
Gilead Sciences, Inc. | 2,563 | 183,537 | ||||||
|
| |||||||
461,221 | ||||||||
Building Products – 1.1% | ||||||||
Owens Corning | 3,092 | 159,424 | ||||||
|
| |||||||
159,424 | ||||||||
Chemicals – 2.5% | ||||||||
Air Products & Chemicals, Inc. | 964 | 138,643 | ||||||
Monsanto Co. | 1,106 | 116,362 | ||||||
The Sherwin-Williams Co. | 415 | 111,527 | ||||||
|
| |||||||
366,532 | ||||||||
Communications Equipment – 2.2% | ||||||||
Cisco Systems, Inc. | 11,080 | 334,838 | ||||||
|
| |||||||
334,838 | ||||||||
Consumer Finance – 1.7% | ||||||||
Discover Financial Services | 3,553 | 256,136 | ||||||
|
| |||||||
256,136 | ||||||||
Diversified Financial Services – 0.5% | ||||||||
Berkshire Hathaway, Inc., Class B(1) | 487 | 79,371 | ||||||
|
| |||||||
79,371 | ||||||||
Diversified Telecommunication Services – 2.8% | ||||||||
AT&T, Inc. | 1,237 | 52,609 | ||||||
Verizon Communications, Inc. | 6,723 | 358,874 | ||||||
|
| |||||||
411,483 | ||||||||
Electric Utilities – 3.1% | ||||||||
American Electric Power Co., Inc. | 594 | 37,398 | ||||||
Exelon Corp. | 6,743 | 239,309 | ||||||
FirstEnergy Corp. | 4,458 | 138,064 | ||||||
PPL Corp. | 1,611 | 54,855 | ||||||
|
| |||||||
469,626 |
December 31, 2016 | Shares | Value | ||||||
Equity Real Estate – 2.0% | ||||||||
Mid-America Apartment Communities, Inc. | 799 | $ | 78,238 | |||||
Public Storage | 639 | 142,817 | ||||||
STORE Capital Corp. | 3,257 | 80,480 | ||||||
|
| |||||||
301,535 | ||||||||
Food & Staples Retailing – 2.0% | ||||||||
CVS Health Corp. | 2,657 | 209,664 | ||||||
Wal-Mart Stores, Inc. | 1,236 | 85,432 | ||||||
|
| |||||||
295,096 | ||||||||
Food Products – 4.3% | ||||||||
Archer-Daniels-Midland Co. | 4,527 | 206,658 | ||||||
Mondelez International, Inc., Class A | 5,374 | 238,229 | ||||||
The JM Smucker Co. | 468 | 59,932 | ||||||
Tyson Foods, Inc., Class A | 2,135 | 131,687 | ||||||
|
| |||||||
636,506 | ||||||||
Health Care Equipment & Supplies – 2.7% | ||||||||
Abbott Laboratories | 4,125 | 158,441 | ||||||
Medtronic PLC | 3,333 | 237,410 | ||||||
|
| |||||||
395,851 | ||||||||
Health Care Providers & Services – 1.8% | ||||||||
HCA Holdings, Inc.(1) | 2,625 | 194,302 | ||||||
McKesson Corp. | 296 | 41,573 | ||||||
UnitedHealth Group, Inc. | 220 | 35,209 | ||||||
|
| |||||||
271,084 | ||||||||
Hotels, Restaurants & Leisure – 2.5% | ||||||||
Domino’s Pizza, Inc. | 1,292 | 205,738 | ||||||
Starbucks Corp. | 1,976 | 109,708 | ||||||
Yum! Brands, Inc. | 867 | 54,907 | ||||||
|
| |||||||
370,353 | ||||||||
Household Products – 2.1% | ||||||||
The Procter & Gamble Co. | 3,655 | 307,312 | ||||||
|
| |||||||
307,312 | ||||||||
Independent Power and Renewable Electricity Producers – 0.5% | ||||||||
AES Corp. | 5,945 | 69,081 | ||||||
|
| |||||||
69,081 | ||||||||
Industrial Conglomerates – 0.5% | ||||||||
General Electric Co. | 2,550 | 80,580 | ||||||
|
| |||||||
80,580 | ||||||||
Insurance – 5.4% | ||||||||
Chubb Ltd. | 400 | 52,848 | ||||||
MetLife, Inc. | 4,227 | 227,793 | ||||||
Prudential Financial, Inc. | 2,298 | 239,130 | ||||||
The Allstate Corp. | 846 | 62,705 | ||||||
The Travelers Cos., Inc. | 260 | 31,829 | ||||||
Validus Holdings Ltd. | 1,953 | 107,435 | ||||||
XL Group Ltd. | 2,138 | 79,662 | ||||||
|
| |||||||
801,402 |
6 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Internet & Direct Marketing Retail – 3.2% | ||||||||
Amazon.com, Inc.(1) | 598 | $ | 448,422 | |||||
The Priceline Group, Inc.(1) | 21 | 30,787 | ||||||
|
| |||||||
479,209 | ||||||||
Internet Software & Services – 3.9% | ||||||||
Alphabet, Inc., Class A(1) | 236 | 187,018 | ||||||
Alphabet, Inc., Class C(1) | 161 | 124,263 | ||||||
Facebook, Inc., Class A(1) | 2,386 | 274,509 | ||||||
|
| |||||||
585,790 | ||||||||
IT Services – 4.0% | ||||||||
Accenture PLC, Class A | 707 | 82,811 | ||||||
Cognizant Technology Solutions Corp., Class A(1) | 2,505 | 140,355 | ||||||
FleetCor Technologies, Inc.(1) | 1,205 | 170,532 | ||||||
Global Payments, Inc. | 2,834 | 196,708 | ||||||
|
| |||||||
590,406 | ||||||||
Machinery – 1.0% | ||||||||
Illinois Tool Works, Inc. | 864 | 105,806 | ||||||
Ingersoll-Rand PLC | 509 | 38,195 | ||||||
|
| |||||||
144,001 | ||||||||
Media – 2.8% | ||||||||
Charter Communications, Inc., Class A(1) | 739 | 212,773 | ||||||
Comcast Corp., Class A | 3,009 | 207,771 | ||||||
|
| |||||||
420,544 | ||||||||
Oil, Gas & Consumable Fuels – 5.6% | ||||||||
Anadarko Petroleum Corp. | 449 | 31,309 | ||||||
Chevron Corp. | 135 | 15,889 | ||||||
EOG Resources, Inc. | 2,389 | 241,528 | ||||||
Exxon Mobil Corp. | 1,549 | 139,813 | ||||||
Noble Energy, Inc. | 908 | 34,558 | ||||||
Occidental Petroleum Corp. | 803 | 57,198 | ||||||
Rice Energy, Inc.(1) | 6,456 | 137,835 | ||||||
Valero Energy Corp. | 2,577 | 176,061 | ||||||
|
| |||||||
834,191 | ||||||||
Personal Products – 0.5% | ||||||||
The Estee Lauder Cos., Inc., Class A | 941 | 71,977 | ||||||
|
| |||||||
71,977 | ||||||||
Pharmaceuticals – 5.7% | ||||||||
Eli Lilly & Co. | 3,493 | 256,910 | ||||||
Johnson & Johnson | 2,136 | 246,089 | ||||||
Merck & Co., Inc. | 5,562 | 327,435 | ||||||
Pfizer, Inc. | 574 | 18,643 | ||||||
|
| |||||||
849,077 | ||||||||
Road & Rail – 0.9% | ||||||||
Union Pacific Corp. | 1,305 | 135,302 | ||||||
|
| |||||||
135,302 | ||||||||
Semiconductors & Semiconductor Equipment – 2.3% | ||||||||
Broadcom Ltd. | 919 | 162,452 | ||||||
Intel Corp. | 5,045 | 182,982 | ||||||
|
| |||||||
345,434 |
December 31, 2016 | Shares | Value | ||||||
Software – 4.4% | ||||||||
Electronic Arts, Inc.(1) | 2,724 | $ | 214,542 | |||||
Intuit, Inc. | 1,888 | 216,384 | ||||||
Microsoft Corp. | 3,676 | 228,427 | ||||||
|
| |||||||
659,353 | ||||||||
Specialty Retail – 3.4% | ||||||||
AutoZone, Inc.(1) | 308 | 243,255 | ||||||
Best Buy Co., Inc. | 1,760 | 75,099 | ||||||
Ross Stores Inc. | 1,964 | 128,839 | ||||||
The Gap, Inc. | 2,866 | 64,313 | ||||||
|
| |||||||
511,506 | ||||||||
Technology Hardware, Storage & Peripherals – 4.1% | ||||||||
Apple, Inc. | 3,000 | 347,460 | ||||||
Hewlett Packard Enterprise Co. | 9,050 | 209,417 | ||||||
NCR Corp.(1) | 1,346 | 54,594 | ||||||
|
| |||||||
611,471 | ||||||||
Textiles, Apparel & Luxury Goods – 1.0% | ||||||||
PVH Corp. | 1,741 | 157,108 | ||||||
|
| |||||||
157,108 | ||||||||
Tobacco – 2.2% | ||||||||
Altria Group, Inc. | 964 | 65,186 | ||||||
Philip Morris International, Inc. | 2,811 | 257,178 | ||||||
|
| |||||||
322,364 | ||||||||
Trading Companies & Distributors – 0.5% | ||||||||
United Rentals, Inc.(1) | 688 | 72,639 | ||||||
|
| |||||||
72,639 | ||||||||
Total Common Stocks (Cost $14,461,483) | 14,731,079 | |||||||
Principal Amount | Value | |||||||
Short–Term Investment – 2.4% | ||||||||
Repurchase Agreements – 2.4% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $366,001, due 1/3/2017(2) | $ | 366,000 | 366,000 | |||||
Total Repurchase Agreements (Cost $366,000) | 366,000 | |||||||
Total Investments – 101.2% (Cost $14,827,483) | 15,097,079 | |||||||
Liabilities in excess of other assets – (1.2)% | (181,842 | ) | ||||||
Total Net Assets – 100.0% | $ | 14,915,237 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 350,000 | $ | 377,032 |
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 14,731,079 | $ | — | $ | — | $ | 14,731,079 | ||||||||
Repurchase Agreements | — | 366,000 | — | 366,000 | ||||||||||||
Total | $ | 14,731,079 | $ | 366,000 | $ | — | $ | 15,097,079 |
8 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN INTEGRATED RESEARCH VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 72,593 | ||
Interest | 596 | |||
|
| |||
Total Investment Income | 73,189 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 21,457 | |||
Professional fees | 33,628 | |||
Trustees’ fees | 32,213 | |||
Distribution fees | 9,753 | |||
Transfer agent fees | 9,257 | |||
Custodian and accounting fees | 3,509 | |||
Shareholder reports | 1,000 | |||
Administrative fees | 390 | |||
Other expenses | 5,515 | |||
|
| |||
Total Expenses | 116,722 | |||
Less: Fees waived | (79,270 | ) | ||
|
| |||
Total Expenses, Net | 37,452 | |||
|
| |||
Net Investment Income/(Loss) | 35,737 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments | ||||
Net realized gain/(loss) from investments | (777 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | 269,596 | |||
|
| |||
Net Gain on Investments | 268,819 | |||
|
| |||
Net Increase in Net Assets Resulting From Operations | $ | 304,556 | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN INTEGRATED RESEARCH VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations |
| |||
Net investment income/(loss) | $ | 35,737 | ||
Net realized gain/(loss) from investments | (777 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | 269,596 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 304,556 | |||
|
| |||
Capital Share Transactions |
| |||
Proceeds from sales of shares | 14,610,681 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 14,610,681 | |||
|
| |||
Net Increase in Net Assets | 14,915,237 | |||
|
| |||
Net Assets |
| |||
Beginning of period | — | |||
|
| |||
End of period | $ | 14,915,237 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 35,737 | ||
|
| |||
Other Information: |
| |||
Shares | ||||
Sold | 1,456,493 | |||
|
| |||
Net Increase | 1,456,493 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
10 | The accompanying notes are an integral part of these financial statements. |
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This Page Intentionally Left Blank
11 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN INTEGRATED RESEARCH VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, | Net Investment Income2 | Net Realized and Unrealized Gain | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.03 | $ | 0.21 | $ | 0.24 | $ | 10.24 | 2.40% |
12 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN INTEGRATED RESEARCH VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 14,915 | 0.96% | 2.65% | 0.92% | (0.77)% | 15% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 13 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Integrated Research VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks capital appreciation.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the
closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
14 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are
therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
15 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.55% up to $100 million, 0.50% up to $300 million, and 0.40% in excess of $300 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 0.96% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without
16 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $79,270.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $79,270.
Park Avenue has entered into a Sub-Advisory Agreement with Massachusetts Financial Services Company (“MFS”). MFS is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1” plan), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $9,753 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $16,319,111 and $1,831,526, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTEGRATED RESEARCH VIP FUND
information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made
against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Integrated Research VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Integrated Research VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The Trustees also considered information regarding funds
or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile for Guardian Diversified Research VIP Fund, Guardian
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Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive specific projected cost and profitability information
from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The
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Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8170
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Diversified Research VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
Guardian Diversified Research VIP Fund | ||||
1 | ||||
3 | ||||
4 | ||||
5 | ||||
Financial Information | ||||
Schedule of Investments | 6 | |||
Statement of Assets and Liabilities | 10 | |||
Statement of Operations | 10 | |||
Statement of Changes in Net Assets | 11 | |||
Financial Highlights | 12 | |||
Notes to Financial Statements | 14 | |||
Report of Independent Registered Public Accounting Firm | 19 | |||
Approval of Investment Advisory and Sub-advisory Agreements | 20 | |||
Trustees and Officers Information Table | 24 | |||
Portfolio Holdings and Proxy Voting Procedures | 26 |
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN DIVERSIFIED RESEARCH VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY OF PUTNAM INVESTMENT MANAGEMENT, LLC, SUB-ADVISER
Highlights
• | Guardian Diversified Research VIP Fund (the “Fund”) returned 3.70%, underperforming its benchmark, the Standard & Poor’s 500® Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s underperformance relative to the Index was due to unfavorable stock selection in the consumer discretionary, consumer staples and industrials sectors, which detracted from the Fund’s relative performance. |
• | The Index returned 3.84% for the period. The performance of the Index was driven by the financials services and transportation sector, followed by the energy and industrials sectors. |
Market Overview
U.S. stocks delivered strong performance over the period, lifted by a rally that strengthened after the U.S. presidential election. Also, despite a difficult final trading week, major U.S. equity indexes logged solid gains for the year.
Uncertainty around the election and a potential interest-rate hike by the U.S. Federal Reserve (the “Fed”) overshadowed equity performance at the start of the period. Markets seemed to ignore a better-than-expected third-quarter gross domestic product (GDP) report and data showing continued strength in the labor market. Consumer spending, which accounts for more than two thirds of U.S. economic activity, moved up 0.4% in October. U.S. stocks slipped slightly for the month, and stocks continued to struggle leading up to the November 8, 2016 election.
Following the U.S. presidential election, stocks advanced with the so-called “Trump rally,” and U.S. indexes set multiple records. Market sentiment rose, lifted in part by the expectation of positive growth from Trump’s pro-business policy proposals, including tax cuts, increased federal spending and deregulation.
By mid-December, the Fed raised the target range for the federal funds rate by 0.25% — its first hike in 2016 — and signaled that three more interest rate increases are likely for 2017. Stocks plummeted in response, but recovered quickly.
A number of economic reports highlighted the health of the economy. The Bureau of Economic Analysis reported that corporate profits increased 5.8% in the third quarter, after decreasing 0.6% in the second quarter. Consumer spending and sentiment rose, new home sales jumped, and the Dow Jones Industrial Average approached the psychological milestone of 20,000 several times near the end of the quarter. Oil, which traded at times above $50 a barrel earlier in the fall, rallied by the end of the quarter in anticipation of a supply reduction to go into effect in January 2017.
In this environment, U.S. stocks, as measured by the Index, returned 3.84% during the period, with the following sectors posting gains: financials (17.95%), energy (10.59%), industrials (7.2%), telecommunication services (3.81%), information technology (3.69%), materials (3.61%), consumer discretionary (2.01%) and utilities (0.54%). Sectors that declined for the period included consumer staples (-3.45%), health care (-4.50%) and real estate (5.65%).
Portfolio Review
The Fund’s performance was mainly driven by stock selection in the financials, energy and telecommunications sectors; however, sector allocation, a residual of the stock selection process in the consumer discretionary, consumer staples and industrials sectors, detracted slightly from the Fund’s relative performance.
Outlook
Closing a year that began painfully for U.S. equity investors, the final quarter of 2016 delivered some pleasant surprises. The market advance that started in
1 | The Standard & Poor’s 500® Index (the “Index”) is an unmanaged market-capitalization-weighted index generally considered to be representative of U.S. equity market activity. The Index consists of 500 stocks representing leading industries of the U.S. economy. Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees or expenses. |
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GUARDIAN DIVERSIFIED RESEARCH VIP FUND
the third quarter continued through the end of the year, interrupted briefly by downturns in the weeks before the U.S. presidential election. In the election’s aftermath, equity performance surged in anticipation of a new administration and the potential for corporate tax cuts, increased infrastructure spending and a looser regulatory environment for many businesses. While most market observers expected post-election turmoil, many major U.S. equity indexes hit record highs throughout the fourth quarter and delivered solid positive returns for the year.
The surges in both share prices and sentiment were a welcome conclusion to a year of uncertainties. However, we enter 2017 on a cautionary note, with an eye on sectors where valuations may have been stretched by the fourth-quarter rally. At the same time, we are pleased to be seeing more differentiation in the market. In our view, equity correlations have declined, stocks are performing more independently, and there is clearer distinction between winners and losers. This expands our stock-selection opportunities, particularly in sectors that we believe were left behind in the post-election excitement. Examples include health care and consumer staples, which weakened
with the fourth-quarter shift to more cyclical and industrial areas of the market.
For U.S. corporations, the earnings growth picture brightened in the latter half of 2016, and we believe profit growth is likely to continue in 2017. In many cases, we believe that it will be easy to improve on the prior year’s weakness, but other factors also contribute to our positive outlook, including a push toward infrastructure spending and deregulation, which should encourage capital expenditure and boost earnings growth in financials and a number of cyclical industries. However, we believe the detrimental effect of a strong dollar remains an important potential headwind to earnings growth in the quarters ahead.
The late-2016 rallies — in equity prices, investor enthusiasm, and consumer and business confidence — could prove beneficial for U.S. equity performance in the months ahead. But certain market uncertainties could interrupt, or even derail, the market’s momentum, particularly the effectiveness of the new administration to quickly effect policy changes.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. Investments in growth companies may be highly volatile. Growth stocks may not realize their perceived growth potential and during certain periods the Fund may underperform other equity funds that employ a different style. Value stocks may not realize their perceived value and during certain periods the Fund may underperform other equity funds that employ a different style. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
2 |
Table of Contents
GUARDIAN DIVERSIFIED RESEARCH VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $10,138,890 |
Sector Allocation1 As of December 31, 2016 | ||
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
Apple, Inc. | 3.20% | |||
Microsoft Corp. | 3.02% | |||
Alphabet, Inc., Class A | 2.71% | |||
JPMorgan Chase & Co. | 2.10% | |||
PepsiCo, Inc. | 2.03% | |||
Bank of America Corp. | 1.99% | |||
Amazon.com, Inc. | 1.98% | |||
Wells Fargo & Co. | 1.92% | |||
Facebook, Inc., Class A | 1.60% | |||
AT&T, Inc. | 1.49% | |||
Total | 22.04% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
3 |
Table of Contents
GUARDIAN DIVERSIFIED RESEARCH VIP FUND
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Diversified Research VIP Fund | 9/1/2016 | — | — | — | 3.70% | |||||||||||||||
Standard & Poor’s 500® Index | — | — | — | 3.84% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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Table of Contents
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $1,037.00 | $3.26 | 0.96% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,020.31 | $4.88 | 0.96% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
5 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 97.8% | ||||||||
Aerospace & Defense – 2.7% | ||||||||
Airbus Group SE (Netherlands) | 877 | $ | 57,881 | |||||
Northrop Grumman Corp. | 336 | 78,147 | ||||||
Raytheon Co. | 547 | 77,674 | ||||||
United Technologies Corp. | 541 | 59,304 | ||||||
|
| |||||||
273,006 | ||||||||
Air Freight & Logistics – 0.4% | ||||||||
United Parcel Service, Inc., Class B | 333 | 38,175 | ||||||
|
| |||||||
38,175 | ||||||||
Airlines – 0.6% | ||||||||
American Airlines Group, Inc. | 606 | 28,294 | ||||||
United Continental Holdings, Inc.(1) | 391 | 28,496 | ||||||
|
| |||||||
56,790 | ||||||||
Banks – 6.8% | ||||||||
Bank of America Corp. | 9,142 | 202,038 | ||||||
JPMorgan Chase & Co. | 2,471 | 213,223 | ||||||
KeyCorp | 4,094 | 74,797 | ||||||
Wells Fargo & Co. | 3,532 | 194,649 | ||||||
|
| |||||||
684,707 | ||||||||
Beverages – 3.6% | ||||||||
Dr Pepper Snapple Group, Inc. | 907 | 82,238 | ||||||
Molson Coors Brewing Co., Class B | 694 | 67,533 | ||||||
Monster Beverage Corp.(1) | 287 | 12,726 | ||||||
PepsiCo, Inc. | 1,961 | 205,179 | ||||||
|
| |||||||
367,676 | ||||||||
Biotechnology – 3.6% | ||||||||
Amgen, Inc. | 605 | 88,457 | ||||||
Biogen, Inc.(1) | 242 | 68,626 | ||||||
Celgene Corp.(1) | 964 | 111,583 | ||||||
Gilead Sciences, Inc. | 1,319 | 94,454 | ||||||
|
| |||||||
363,120 | ||||||||
Building Products – 1.0% | ||||||||
Caesarstone Ltd.(1) | 196 | 5,615 | ||||||
Johnson Controls International PLC | 2,292 | 94,408 | ||||||
|
| |||||||
100,023 | ||||||||
Capital Markets – 3.2% | ||||||||
AllianceBernstein Holding LP | 1,353 | 31,728 | ||||||
Ameriprise Financial, Inc. | 294 | 32,616 | ||||||
Intercontinental Exchange, Inc. | 73 | 4,119 | ||||||
Invesco Ltd. | 830 | 25,182 | ||||||
KKR & Co. LP | 3,616 | 55,650 | ||||||
The Charles Schwab Corp. | 1,891 | 74,638 | ||||||
The Goldman Sachs Group, Inc. | 425 | 101,766 | ||||||
|
| |||||||
325,699 | ||||||||
Chemicals – 2.7% | ||||||||
Air Products & Chemicals, Inc. | 128 | 18,409 | ||||||
Albemarle Corp. | 304 | 26,168 | ||||||
Axalta Coating Systems Ltd.(1) | 442 | 12,023 | ||||||
CF Industries Holdings, Inc. | 915 | 28,804 | ||||||
LANXESS AG (Germany) | 193 | 12,646 | ||||||
December 31, 2016 | Shares | Value | ||||||
Chemicals (continued) | ||||||||
Sociedad Quimica y Minera de Chile S.A., ADR | 171 | $ | 4,899 | |||||
Syngenta AG (Switzerland) | 77 | 30,429 | ||||||
The Dow Chemical Co. | 769 | 44,002 | ||||||
The Sherwin-Williams Co. | 271 | 72,829 | ||||||
WR Grace & Co. | 261 | 17,654 | ||||||
Yara International ASA (Norway) | 88 | 3,465 | ||||||
|
| |||||||
271,328 | ||||||||
Commercial Services & Supplies – 1.0% | ||||||||
Rollins, Inc. | 1,236 | 41,752 | ||||||
Stericycle, Inc.(1) | 203 | 15,639 | ||||||
Waste Connections, Inc. | 504 | 39,610 | ||||||
|
| |||||||
97,001 | ||||||||
Communications Equipment – 0.4% | ||||||||
Cisco Systems, Inc. | 1,305 | 39,437 | ||||||
|
| |||||||
39,437 | ||||||||
Construction Materials – 0.3% | ||||||||
Martin Marietta Materials, Inc. | 66 | 14,621 | ||||||
Vulcan Materials Co. | 125 | 15,644 | ||||||
|
| |||||||
30,265 | ||||||||
Consumer Finance – 1.0% | ||||||||
Synchrony Financial | 2,895 | 105,002 | ||||||
|
| |||||||
105,002 | ||||||||
Containers & Packaging – 0.4% | ||||||||
Ball Corp. | 201 | 15,089 | ||||||
RPC Group PLC (United Kingdom) | 695 | 9,092 | ||||||
Sealed Air Corp. | 434 | 19,678 | ||||||
|
| |||||||
43,859 | ||||||||
Distributors – 0.1% | ||||||||
LKQ Corp.(1) | 308 | 9,440 | ||||||
|
| |||||||
9,440 | ||||||||
Diversified Consumer Services – 0.5% | ||||||||
Bright Horizons Family Solutions, Inc.(1) | 295 | 20,656 | ||||||
Service Corp. International | 1,230 | 34,932 | ||||||
|
| |||||||
55,588 | ||||||||
Diversified Financial Services – 0.1% | ||||||||
Berkshire Hathaway, Inc., Class B(1) | 32 | 5,216 | ||||||
Conyers Park Acquisition Corp.(1) | 825 | 8,951 | ||||||
|
| |||||||
14,167 | ||||||||
Diversified Telecommunication Services – 1.9% | ||||||||
AT&T, Inc. | 3,557 | 151,279 | ||||||
Zayo Group Holdings, Inc.(1) | 1,117 | 36,705 | ||||||
|
| |||||||
187,984 | ||||||||
Electric Utilities – 1.8% | ||||||||
American Electric Power Co., Inc. | 325 | 20,462 | ||||||
Edison International | 425 | 30,596 | ||||||
Exelon Corp. | 1,580 | 56,074 | ||||||
NextEra Energy, Inc. | 248 | 29,626 | ||||||
6 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Electric Utilities (continued) | ||||||||
PG&E Corp. | 763 | $ | 46,367 | |||||
|
| |||||||
183,125 | ||||||||
Energy Equipment & Services – 1.4% | ||||||||
Baker Hughes, Inc. | 243 | 15,788 | ||||||
Halliburton Co. | 1,259 | 68,099 | ||||||
Schlumberger Ltd. | 747 | 62,711 | ||||||
|
| |||||||
146,598 | ||||||||
Equity Real Estate – 2.9% | ||||||||
American Tower Corp. | 386 | 40,792 | ||||||
AvalonBay Communities, Inc. | 150 | 26,572 | ||||||
Boston Properties, Inc. | 211 | 26,540 | ||||||
Douglas Emmett, Inc. | 221 | 8,080 | ||||||
Equinix, Inc. | 75 | 26,806 | ||||||
Equity LifeStyle Properties, Inc. | 208 | 14,997 | ||||||
Essex Property Trust, Inc. | 51 | 11,858 | ||||||
Federal Realty Investment Trust | 97 | 13,785 | ||||||
Gaming and Leisure Properties, Inc. | 592 | 18,127 | ||||||
General Growth Properties, Inc. | 660 | 16,487 | ||||||
Kimco Realty Corp. | 199 | 5,007 | ||||||
Pebblebrook Hotel Trust | 225 | 6,694 | ||||||
Public Storage | 109 | 24,361 | ||||||
Simon Property Group, Inc. | 150 | 26,650 | ||||||
Ventas, Inc. | 370 | 23,132 | ||||||
|
| |||||||
289,888 | ||||||||
Food & Staples Retailing – 2.7% | ||||||||
Costco Wholesale Corp. | 454 | 72,690 | ||||||
CVS Health Corp. | 546 | 43,085 | ||||||
The Kroger Co. | 1,109 | 38,272 | ||||||
Wal-Mart Stores, Inc. | 463 | 32,002 | ||||||
Walgreens Boots Alliance, Inc. | 1,108 | 91,698 | ||||||
|
| |||||||
277,747 | ||||||||
Food Products – 1.6% | �� | |||||||
Mead Johnson Nutrition Co. | 240 | 16,982 | ||||||
Nomad Foods Ltd.(1) | 757 | 7,245 | ||||||
Pinnacle Foods, Inc. | 147 | 7,857 | ||||||
The JM Smucker Co. | 452 | 57,883 | ||||||
The Kraft Heinz Co. | 783 | 68,372 | ||||||
|
| |||||||
158,339 | ||||||||
Health Care Equipment & Supplies – 2.5% | ||||||||
Abbott Laboratories | 577 | 22,163 | ||||||
Becton Dickinson and Co. | 260 | 43,043 | ||||||
Boston Scientific Corp.(1) | 1,526 | 33,007 | ||||||
CR Bard, Inc. | 160 | 35,946 | ||||||
Danaher Corp. | 744 | 57,913 | ||||||
Edwards Lifesciences Corp.(1) | 55 | 5,153 | ||||||
Intuitive Surgical, Inc.(1) | 50 | 31,708 | ||||||
Medtronic PLC | 286 | 20,372 | ||||||
|
| |||||||
249,305 | ||||||||
Health Care Providers & Services – 0.9% | ||||||||
Aetna, Inc. | 70 | 8,681 | ||||||
December 31, 2016 | Shares | Value | ||||||
Health Care Providers & Services (continued) | ||||||||
Cardinal Health, Inc. | 55 | $ | 3,958 | |||||
Cigna Corp. | 54 | 7,203 | ||||||
Express Scripts Holding Co.(1) | 250 | 17,197 | ||||||
Henry Schein, Inc.(1) | 91 | 13,806 | ||||||
Humana, Inc. | 152 | 31,013 | ||||||
UnitedHealth Group, Inc. | 79 | 12,643 | ||||||
|
| |||||||
94,501 | ||||||||
Health Care Technology – 0.1% | ||||||||
Castlight Health, Inc., Class B(1) | 1,070 | 5,297 | ||||||
HTG Molecular Diagnostics, Inc.(1) | 738 | 1,653 | ||||||
|
| |||||||
6,950 | ||||||||
Hotels, Restaurants & Leisure – 1.2% | ||||||||
Hilton Worldwide Holdings, Inc. | 1,434 | 39,005 | ||||||
Penn National Gaming, Inc.(1) | 2,046 | 28,214 | ||||||
Restaurant Brands International, Inc. | 312 | 14,870 | ||||||
Wynn Resorts Ltd. | 273 | 23,617 | ||||||
Yum China Holdings, Inc.(1) | 482 | 12,590 | ||||||
|
| |||||||
118,296 | ||||||||
Household Products – 0.6% | ||||||||
Colgate-Palmolive Co. | 856 | 56,017 | ||||||
|
| |||||||
56,017 | ||||||||
Independent Power and Renewable Electricity Producers – 0.6% | ||||||||
Calpine Corp.(1) | 2,398 | 27,409 | ||||||
NRG Energy, Inc. | 2,897 | 35,517 | ||||||
|
| |||||||
62,926 | ||||||||
Industrial Conglomerates – 0.8% | ||||||||
Siemens AG (Reg S) (Germany) | 628 | 77,195 | ||||||
|
| |||||||
77,195 | ||||||||
Insurance – 3.5% | ||||||||
American International Group, Inc. | 1,473 | 96,202 | ||||||
Assured Guaranty Ltd. | 1,617 | 61,074 | ||||||
Chubb Ltd. | 519 | 68,570 | ||||||
MetLife, Inc. | 734 | 39,555 | ||||||
Prudential PLC (United Kingdom) | 2,418 | 48,230 | ||||||
The Hartford Financial Services Group, Inc. | 836 | 39,835 | ||||||
|
| |||||||
353,466 | ||||||||
Internet & Direct Marketing Retail – 3.0% | ||||||||
Amazon.com, Inc.(1) | 268 | 200,965 | ||||||
Ctrip.com International Ltd., ADR(1) | 733 | 29,320 | ||||||
Expedia, Inc. | 158 | 17,898 | ||||||
The Priceline Group, Inc.(1) | 38 | 55,711 | ||||||
|
| |||||||
303,894 | ||||||||
Internet Software & Services – 5.2% | ||||||||
Alibaba Group Holding Ltd., ADR(1) | 404 | 35,475 | ||||||
Alphabet, Inc., Class A(1) | 346 | 274,188 | ||||||
Criteo S.A., ADR(1) | 290 | 11,913 | ||||||
Facebook, Inc., Class A(1) | 1,404 | 161,530 | ||||||
GoDaddy, Inc., Class A(1) | 480 | 16,776 | ||||||
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Internet Software & Services (continued) | ||||||||
Tencent Holdings Ltd., ADR | 709 | $ | 17,172 | |||||
Wix.com Ltd.(1) | 304 | 13,543 | ||||||
|
| |||||||
530,597 | ||||||||
IT Services – 2.4% | ||||||||
Cognizant Technology Solutions Corp., Class A(1) | 167 | 9,357 | ||||||
Computer Sciences Corp. | 612 | 36,365 | ||||||
Fidelity National Information Services, Inc. | 571 | 43,190 | ||||||
MasterCard, Inc., Class A | 529 | 54,619 | ||||||
Visa, Inc., Class A | 1,332 | 103,923 | ||||||
|
| |||||||
247,454 | ||||||||
Leisure Products – 0.1% | ||||||||
Brunswick Corp. | 283 | 15,435 | ||||||
|
| |||||||
15,435 | ||||||||
Life Sciences Tools & Services – 0.4% | ||||||||
Agilent Technologies, Inc. | 725 | 33,031 | ||||||
Illumina, Inc.(1) | 88 | 11,267 | ||||||
|
| |||||||
44,298 | ||||||||
Machinery – 1.8% | ||||||||
Dover Corp. | 513 | 38,439 | ||||||
Fortive Corp. | 1,069 | 57,331 | ||||||
KION Group AG (Germany) | 526 | 29,233 | ||||||
Komatsu Ltd. (Japan) | 2,600 | 58,685 | ||||||
|
| |||||||
183,688 | ||||||||
Media – 3.8% | ||||||||
Charter Communications, Inc., Class A(1) | 295 | 84,936 | ||||||
Comcast Corp., Class A | 1,635 | 112,897 | ||||||
DISH Network Corp., Class A(1) | 417 | 24,157 | ||||||
Live Nation Entertainment, Inc.(1) | 1,166 | 31,015 | ||||||
The Walt Disney Co. | 1,094 | 114,017 | ||||||
Time Warner, Inc. | 206 | 19,885 | ||||||
|
| |||||||
386,907 | ||||||||
Metals & Mining – 0.4% | ||||||||
ArcelorMittal(1) | 521 | 3,803 | ||||||
Barrick Gold Corp. | 209 | 3,340 | ||||||
Freeport-McMoRan, Inc.(1) | 323 | 4,261 | ||||||
Newmont Mining Corp. | 339 | 11,550 | ||||||
Nucor Corp. | 139 | 8,273 | ||||||
Steel Dynamics, Inc. | 90 | 3,202 | ||||||
United States Steel Corp. | 121 | 3,994 | ||||||
|
| |||||||
38,423 | ||||||||
Multi-Utilities – 0.3% | ||||||||
Ameren Corp. | 367 | 19,253 | ||||||
Sempra Energy | 144 | 14,492 | ||||||
|
| |||||||
33,745 | ||||||||
Oil, Gas & Consumable Fuels – 6.5% | ||||||||
Anadarko Petroleum Corp. | 1,246 | 86,884 | ||||||
Arch Coal, Inc., Class A(1) | 34 | 2,654 | ||||||
December 31, 2016 | Shares | Value | ||||||
Oil, Gas & Consumable Fuels (continued) | ||||||||
Cenovus Energy, Inc. (Canada) | 2,043 | $ | 30,889 | |||||
Cheniere Energy, Inc.(1) | 917 | 37,991 | ||||||
Chevron Corp. | 272 | 32,014 | ||||||
Cimarex Energy Co. | 68 | 9,241 | ||||||
ConocoPhillips | 1,847 | 92,608 | ||||||
Devon Energy Corp. | 158 | 7,216 | ||||||
Encana Corp. (Canada) | 1,305 | 15,318 | ||||||
EOG Resources, Inc. | 536 | 54,190 | ||||||
Exxon Mobil Corp. | 350 | 31,591 | ||||||
Hess Corp. | 120 | 7,475 | ||||||
Kinder Morgan, Inc. | 634 | 13,130 | ||||||
Marathon Oil Corp. | 873 | 15,112 | ||||||
Noble Energy, Inc. | 779 | 29,649 | ||||||
ONEOK, Inc. | 104 | 5,971 | ||||||
Pioneer Natural Resources Co. | 169 | 30,432 | ||||||
Plains All American Pipeline LP | 662 | 21,376 | ||||||
Royal Dutch Shell PLC, | 2,319 | 63,899 | ||||||
Seven Generations Energy Ltd., Class A(1) (Canada) | 702 | 16,370 | ||||||
Suncor Energy, Inc. (Canada) | 1,462 | 47,802 | ||||||
The Williams Cos., Inc. | 258 | 8,034 | ||||||
|
| |||||||
659,846 | ||||||||
Paper & Forest Products – 0.0% | ||||||||
KapStone Paper and Packaging Corp. | 157 | 3,462 | ||||||
|
| |||||||
3,462 | ||||||||
Personal Products – 0.4% | ||||||||
Coty, Inc., Class A | 1,452 | 26,586 | ||||||
Edgewell Personal Care Co.(1) | 180 | 13,138 | ||||||
|
| |||||||
39,724 | ||||||||
Pharmaceuticals – 4.4% | ||||||||
Allergan PLC(1) | 497 | 104,375 | ||||||
Bristol-Myers Squibb Co. | 855 | 49,966 | ||||||
Eli Lilly & Co. | 741 | 54,501 | ||||||
Jazz Pharmaceuticals PLC(1) | 79 | 8,613 | ||||||
Johnson & Johnson | 377 | 43,434 | ||||||
Merck & Co., Inc. | 1,260 | 74,176 | ||||||
Mylan N.V.(1) | 750 | 28,613 | ||||||
Pfizer, Inc. | 2,441 | 79,284 | ||||||
|
| |||||||
442,962 | ||||||||
Real Estate Management & Development – 0.3% | ||||||||
CBRE Group, Inc., Class A(1) | 272 | 8,565 | ||||||
RE/MAX Holdings, Inc., Class A | 428 | 23,968 | ||||||
|
| |||||||
32,533 | ||||||||
Road & Rail – 0.7% | ||||||||
Norfolk Southern Corp. | 361 | 39,013 | ||||||
Union Pacific Corp. | 279 | 28,927 | ||||||
|
| |||||||
67,940 | ||||||||
Semiconductors & Semiconductor Equipment – 4.5% | ||||||||
Analog Devices, Inc. | 182 | 13,217 | ||||||
Applied Materials, Inc. | 1,952 | 62,991 | ||||||
8 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Semiconductors & Semiconductor Equipment (continued) | ||||||||
Broadcom Ltd. | 372 | $ | 65,758 | |||||
Micron Technology, Inc.(1) | 1,056 | 23,148 | ||||||
NVIDIA Corp. | 155 | 16,545 | ||||||
NXP Semiconductors N.V.(1) | 264 | 25,875 | ||||||
Qorvo, Inc.(1) | 1,290 | 68,022 | ||||||
QUALCOMM, Inc. | 441 | 28,753 | ||||||
Skyworks Solutions, Inc. | 349 | 26,056 | ||||||
Sumco Corp. (Japan) | 700 | 8,993 | ||||||
Texas Instruments, Inc. | 1,033 | 75,378 | ||||||
Xilinx, Inc. | 651 | 39,301 | ||||||
|
| |||||||
454,037 | ||||||||
Software – 4.6% | ||||||||
Activision Blizzard, Inc. | 88 | 3,178 | ||||||
Adobe Systems, Inc.(1) | 490 | 50,446 | ||||||
Electronic Arts, Inc.(1) | 645 | 50,800 | ||||||
Everbridge, Inc.(1) | 323 | 5,959 | ||||||
Microsoft Corp. | 4,932 | 306,474 | ||||||
salesforce.com, Inc.(1) | 579 | 39,638 | ||||||
ServiceNow, Inc.(1) | 173 | 12,861 | ||||||
|
| |||||||
469,356 | ||||||||
Specialty Retail – 2.2% | ||||||||
Five Below, Inc.(1) | 380 | 15,185 | ||||||
O’Reilly Automotive, Inc.(1) | 165 | 45,938 | ||||||
The Home Depot, Inc. | 764 | 102,437 | ||||||
The TJX Cos., Inc. | 779 | 58,526 | ||||||
|
| |||||||
222,086 | ||||||||
Technology Hardware, Storage & Peripherals – 3.4% | ||||||||
Apple, Inc. | 2,804 | 324,759 | ||||||
HP, Inc. | 947 | 14,054 | ||||||
Western Digital Corp. | 163 | 11,076 | ||||||
|
| |||||||
349,889 | ||||||||
Textiles, Apparel & Luxury Goods – 0.4% | ||||||||
Hanesbrands, Inc. | 1,832 | 39,516 | ||||||
|
| |||||||
39,516 | ||||||||
Tobacco – 1.0% | ||||||||
Altria Group, Inc. | 1,029 | 69,581 | ||||||
Philip Morris International, Inc. | 316 | 28,911 | ||||||
|
| |||||||
98,492 |
December 31, 2016 | Shares | Value | ||||||
Trading Companies & Distributors – 0.3% | ||||||||
United Rentals, Inc.(1) | 273 | 28,823 | ||||||
|
| |||||||
28,823 | ||||||||
Water Utilities – 0.3% | ||||||||
American Water Works Co., Inc. | 456 | 32,996 | ||||||
|
| |||||||
32,996 | ||||||||
Wireless Telecommunication Services – 0.5% | ||||||||
T-Mobile U.S., Inc.(1) | 878 | 50,494 | ||||||
|
| |||||||
50,494 | ||||||||
Total Common Stocks (Cost $9,644,226) | 9,914,217 | |||||||
Exchange–Traded Funds – 0.3% | ||||||||
SPDR S&P500 ETF Trust | 137 | 30,623 | ||||||
Total Exchange–Traded Funds (Cost $29,265) | 30,623 | |||||||
Principal Amount | Value | |||||||
Short–Term Investment – 4.9% | ||||||||
Repurchase Agreements – 4.9% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $496,002, due 1/3/2017(2) | $ | 496,000 | 496,000 | |||||
Total Repurchase Agreements (Cost $496,000) | 496,000 | |||||||
Total Investments – 103.0% (Cost $10,169,491) | 10,440,840 | |||||||
Liabilities in excess of other assets – (3.0)% | (301,950 | ) | ||||||
Total Net Assets – 100.0% | $ | 10,138,890 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 470,000 | $ | 506,300 |
Legend:
ADR — American Depositary Receipt
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 9,514,469 | $ | 399,748 | * | $ | — | $ | 9,914,217 | |||||||
Exchange–Traded Funds | 30,623 | — | — | 30,623 | ||||||||||||
Repurchase Agreements | — | 496,000 | — | 496,000 | ||||||||||||
Total | $ | 9,545,092 | $ | 895,748 | $ | — | $ | 10,440,840 |
* | Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See Note 2a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1. |
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 47,232 | ||
Interest | 318 | |||
Withholding taxes on foreign dividends | (349 | ) | ||
|
| |||
Total Investment Income | 47,201 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 13,603 | |||
Professional fees | 27,809 | |||
Trustees’ fees | 20,010 | |||
Transfer agent fees | 8,821 | |||
Distribution fees | 5,668 | |||
Custodian and accounting fees | 3,439 | |||
Shareholder reports | 500 | |||
Administrative fees | 227 | |||
Other expenses | 2,788 | |||
|
| |||
Total Expenses | 82,865 | |||
Less: Fees waived | (61,100 | ) | ||
|
| |||
Total Expenses, Net | 21,765 | |||
|
| |||
Net Investment Income/(Loss) | 25,436 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions | ||||
Net realized gain/(loss) from investments | (3,688 | ) | ||
Net realized gain/(loss) from foreign currency transactions | (121 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | 271,349 | |||
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies | 7 | |||
|
| |||
Net Gain on Investments and Foreign Currency Transactions | 267,547 | |||
|
| |||
Net Increase in Net Assets Resulting From Operations | $ | 292,983 | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
10 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations | ||||
Net investment income/(loss) | $ | 25,436 | ||
Net realized gain/(loss) from investments and foreign currency transactions | (3,809 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments and translation of | 271,356 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 292,983 | |||
|
| |||
Capital Share Transactions | ||||
Proceeds from sales of shares | 9,845,907 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 9,845,907 | |||
|
| |||
Net Increase in Net Assets | 10,138,890 | |||
|
| |||
Net Assets | ||||
Beginning of period | — | |||
|
| |||
End of period | $ | 10,138,890 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 25,436 | ||
|
| |||
Other Information: | ||||
Shares | ||||
Sold | 977,623 | |||
|
| |||
Net Increase | 977,623 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 11 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Financial Highlights | ||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, Beginning of Period | Net Investment Income2 | Net Realized and Unrealized Gain | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.04 | $ | 0.33 | $ | 0.37 | $ | 10.37 | 3.70% |
12 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 10,139 | 0.96% | 3.07% | 1.12% | (0.99)% | 61% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 13 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Diversified Research VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks capital appreciation.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that
security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
14 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are
therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
15 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.60% of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 0.96% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is
16 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $61,100.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $61,100.
Park Avenue has entered into a Sub-Advisory Agreement with Putnam Investment Management, LLC (“Putnam”). Putnam is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $5,668 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be
treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $14,128,492 and $4,456,806, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
17 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN DIVERSIFIED RESEARCH VIP FUND
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Diversified Research VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Diversified Research VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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Table of Contents
SUPPLEMENTAL INFORMATION (UNAUDITED)
Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The
Trustees also considered information regarding funds or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile
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SUPPLEMENTAL INFORMATION (UNAUDITED)
for Guardian Diversified Research VIP Fund, Guardian Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive
specific projected cost and profitability information from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted
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SUPPLEMENTAL INFORMATION (UNAUDITED)
pursuant to Rule 12b-1 under the 1940 Act. The Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8168
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Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Large Cap Disciplined Value VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
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Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY BY BOSTON PARTNERS GLOBAL INVESTORS, INC., SUB-ADVISER
Highlights
• | Guardian Large Cap Disciplined Value VIP Fund (the “Fund”) returned 7.80%, outperforming its benchmark, the Russell 1000® Value Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s outperformance relative to the Index was largely due to security selection, especially in the technology and financials sectors. |
• | The Index returned 6.45% for the period. The financials and energy sectors were the largest contributors to performance for the Index during the period. |
Market Overview
While the stock market (as measured by the Standard & Poor’s 500® Index (“S&P 500® Index”)) returned 1.98% during December 2016, the price action did not resemble the typical “Santa Claus Rally” to which investors have grown accustomed. That type of rally usually results in a “flattish” return for the first half of the month, followed by a more pronounced advancement in prices during the final two weeks of the year.
This year brought the inverse of that price pattern, where the market peaked on December 13, 2016 (up 3.39%, as measured by the S&P 500® Index) but trailed-off by year-end. We believe the most likely cause of this decline was action taken by the U.S. Federal Reserve (the “Fed”), which on December 14, 2016, raised the federal funds target rate by 0.25% to a range of 0.50% to 0.75%, the only interest rate increase of 2016 and just the second increase in interest rates this decade. Also noteworthy from the announcement was the increase in the Fed’s “dot plot” of future anticipated rates, as this was the first time that the Fed had increased its projections since 2014. Imbedded in those projections was the possibility of three interest rate hikes in 2017, one more than the market had priced in up to that point. As one would expect, bonds did not take the news well, with the Bloomberg Barclays U.S. Aggregate
Bond Index struggling to reach a 0.14% total return during December. The 10-year Treasury lost 37 basis points for the month of December.
The “reflation trade” sparked by the election of Donald Trump was reinforced with a flurry of positive economic reports emanating from both the United States and many international markets. U.S. third quarter gross domestic product (GDP) was revised upwards twice during the period, settling at 3.5%, the strongest growth rate in two years. Global purchasing manager’s indices rebounded, displaying strength not only in manufacturing but in the non-manufacturing services side of economies as well. Investor sentiment also improved, with third quarter S&P 500® Index earnings growing 3.1% on a year-over-year basis, the first such occurrence in five quarters.
In general, stock markets responded favorably during the period, with the MSCI® World® Index gaining 1.97% in the fourth quarter. In the U.S., while the S&P 500® Index gained a very respectable 3.82% for the fourth quarter, value stocks had a resurgence relative to growth stocks, and value stocks beat growth stocks by over 700 basis points on average across all capitalizations. Value was led by small-cap stocks, where the Russell 2000® Value Index returned 14.07%, versus 3.57% for the Russell 2000® Growth Index. Cyclical stocks did well, led by the energy, industrials and materials sectors, which responded to the then U.S. president-elect’s campaign promises of an infrastructure build-out.
International stocks did well, but only in local currencies, as the strength of the dollar eroded returns for U.S.-based investors. An example of this is the MSCI® EAFE® Index, which returned 7.1% in local currencies but -0.7% in U.S. dollar terms. The Japanese NIKKEI Index had one of the biggest disparities in returns, gaining 15% in yen terms but losing 10 basis points in U.S. dollar terms as the yen dropped by 15.4% versus the dollar. We believe the yen’s decline is a reflection of the Bank of Japan’s decision to peg interest rates (the 10-year bond yield at 0.0%) in an effort to stimulate growth and
1 | The Russell 1000® Value Index (the “Index”) is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees or expenses. |
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GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
inflation. Emerging market stocks continued to suffer, dropping by 1.4% in local currency and -4.1% in U.S. dollar terms, plagued by the combination of higher rates, a stronger dollar and subdued export trade.
Portfolio Review
Strong stock selection in the technology and finance sectors led the Fund’s relative performance for the period. Healthcare was the largest detractor for the period, weakened by the Fund’s biotech holdings and supplier names. Weakness in the healthcare and transportation sectors was offset by strength in the financials and technology sectors. During the period, we sold several stocks that performed well for the Fund and found new opportunities in solid companies at discounted valuations.
Outlook
Looking ahead to 2017, we expect earnings and interest rates to be the key drivers of stock prices over time. Although the stock market as measured by the S&P 500® Index has largely depended on lower interest rates and accommodative fiscal policy during the last few years, we expect earnings to be the key
near term driver of stock performance. While we are encouraged by numerous factors, we do see a number of risks that could also be impactful. Namely, we see a possible surge in U.S. dollar strength, the potential for the Fed to raise interest rates faster than markets expect, and possible dislocations in China as the greatest risks at present.
The five primary areas of risk that we will be monitoring in 2017 include: (i) the strength of the U.S. dollar; (ii) potential action by the Fed to raise the federal funds target rate in 2017; (iii) economic conditions in China; (iv) oil prices; and (v) geopolitical events, including the market’s response to the outcome of several pending elections in France, Germany and Denmark.
We believe there are many attractive opportunities and are diligently working to find them while staying connected to those companies that we already own. In pursuing these opportunities, we will continue to invest on a stock-by-stock basis within our discipline of seeking stocks that we believe offer attractive valuation, sound fundamentals, and a catalyst for improvement.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. Value stocks may not realize their perceived value and during certain periods the Fund may underperform other equity funds that employ a different style. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $17,080,967 |
Sector Allocation1 As of December 31, 2016 |
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
JPMorgan Chase & Co. | 4.83% | |||
Johnson & Johnson | 4.09% | |||
Bank of America Corp. | 4.05% | |||
Berkshire Hathaway, Inc., Class B | 3.66% | |||
Chevron Corp. | 2.77% | |||
Citigroup, Inc. | 2.59% | |||
Discover Financial Services | 2.39% | |||
Merck & Co., Inc. | 2.32% | |||
Apple, Inc. | 1.96% | |||
Time Warner, Inc. | 1.86% | |||
Total | 30.52% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard(“GICS®”). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
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GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Large Cap Disciplined Value VIP Fund | 9/1/2016 | — | — | — | 7.80% | |||||||||||||||
Russell 1000® Value Index | — | — | — | 6.45% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning Account Value 7/1/16 | Ending Account Value 12/31/16 | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $1,078.00 | $3.39 | 0.98% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,020.21 | $4.98 | 0.98% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
5 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 97.0% | ||||||||
Aerospace & Defense – 4.4% | ||||||||
General Dynamics Corp. | 1,273 | $ | 219,796 | |||||
Raytheon Co. | 1,504 | 213,568 | ||||||
Textron, Inc. | 1,585 | 76,968 | ||||||
United Technologies Corp. | 2,143 | 234,916 | ||||||
|
| |||||||
745,248 | ||||||||
Air Freight & Logistics – 0.7% | ||||||||
United Parcel Service, Inc., Class B | 1,005 | 115,213 | ||||||
|
| |||||||
115,213 | ||||||||
Airlines – 1.9% | ||||||||
Delta Air Lines, Inc. | 3,993 | 196,416 | ||||||
United Continental Holdings, Inc.(1) | 1,847 | 134,609 | ||||||
|
| |||||||
331,025 | ||||||||
Auto Components – 0.9% | ||||||||
BorgWarner, Inc. | 4,096 | 161,546 | ||||||
|
| |||||||
161,546 | ||||||||
Banks – 12.2% | ||||||||
Bank of America Corp. | 31,315 | 692,061 | ||||||
Citigroup, Inc. | 7,453 | 442,932 | ||||||
Fifth Third Bancorp | 4,803 | 129,537 | ||||||
JPMorgan Chase & Co. | 9,561 | 825,019 | ||||||
|
| |||||||
2,089,549 | ||||||||
Beverages – 0.6% | ||||||||
Coca-Cola European Partners PLC | 3,181 | 99,883 | ||||||
|
| |||||||
99,883 | ||||||||
Biotechnology – 1.8% | ||||||||
Gilead Sciences, Inc. | 3,910 | 279,995 | ||||||
Shire PLC, ADR | 154 | 26,239 | ||||||
|
| |||||||
306,234 | ||||||||
Capital Markets – 1.8% | ||||||||
The Goldman Sachs Group, Inc. | 1,287 | 308,172 | ||||||
|
| |||||||
308,172 | ||||||||
Chemicals – 2.9% | ||||||||
LyondellBasell Industries N.V., Class A | 611 | 52,412 | ||||||
Methanex Corp. | 1,545 | 67,671 | ||||||
PPG Industries, Inc. | 724 | 68,606 | ||||||
The Dow Chemical Co. | 5,217 | 298,517 | ||||||
|
| |||||||
487,206 | ||||||||
Communications Equipment – 1.3% | ||||||||
Brocade Communications Systems, Inc. | 4,905 | 61,263 | ||||||
Harris Corp. | 1,587 | 162,620 | ||||||
|
| |||||||
223,883 | ||||||||
Construction Materials – 0.7% | ||||||||
CRH PLC, ADR | 3,689 | 126,828 | ||||||
|
| |||||||
126,828 | ||||||||
Consumer Finance – 6.0% | ||||||||
Ally Financial, Inc. | 8,101 | 154,081 | ||||||
Capital One Financial Corp. | 2,547 | 222,200 | ||||||
Discover Financial Services | 5,658 | 407,885 | ||||||
Navient Corp. | 7,172 | 117,836 | ||||||
December 31, 2016 | Shares | Value | ||||||
Consumer Finance (continued) | ||||||||
Synchrony Financial | 3,480 | $ | 126,220 | |||||
|
| |||||||
1,028,222 | ||||||||
Containers & Packaging – 1.4% | ||||||||
Sealed Air Corp. | 1,851 | 83,924 | ||||||
WestRock Co. | 3,013 | 152,970 | ||||||
|
| |||||||
236,894 | ||||||||
Diversified Financial Services – 3.7% | ||||||||
Berkshire Hathaway, Inc., Class B(1) | 3,835 | 625,028 | ||||||
|
| |||||||
625,028 | ||||||||
Electronic Equipment, Instruments & Components – 2.6% | ||||||||
Flex Ltd.(1) | 11,879 | 170,701 | ||||||
TE Connectivity Ltd. | 3,857 | 267,213 | ||||||
|
| |||||||
437,914 | ||||||||
Food & Staples Retailing – 1.0% | ||||||||
CVS Health Corp. | 1,198 | 94,534 | ||||||
Walgreens Boots Alliance, Inc. | 947 | 78,374 | ||||||
|
| |||||||
172,908 | ||||||||
Health Care Providers & Services – 4.3% | ||||||||
Anthem, Inc. | 641 | 92,157 | ||||||
Cigna Corp. | 1,301 | 173,540 | ||||||
DaVita, Inc.(1) | 1,549 | 99,446 | ||||||
Express Scripts Holding Co.(1) | 1,903 | 130,907 | ||||||
Laboratory Corp. of America Holdings(1) | 613 | 78,697 | ||||||
UnitedHealth Group, Inc. | 1,043 | 166,922 | ||||||
|
| |||||||
741,669 | ||||||||
Household Durables – 0.8% | ||||||||
DR Horton, Inc. | 1,586 | 43,346 | ||||||
PulteGroup, Inc. | 5,277 | 96,991 | ||||||
|
| |||||||
140,337 | ||||||||
Independent Power and Renewable Electricity Producers – 0.8% | ||||||||
AES Corp. | 11,699 | 135,942 | ||||||
|
| |||||||
135,942 | ||||||||
Industrial Conglomerates – 1.5% | ||||||||
Honeywell International, Inc. | 728 | 84,339 | ||||||
Koninklijke Philips N.V. | 5,445 | 166,454 | ||||||
|
| |||||||
250,793 | ||||||||
Insurance – 3.6% | ||||||||
Chubb Ltd. | 1,878 | 248,121 | ||||||
MetLife, Inc. | 3,668 | 197,669 | ||||||
The Allstate Corp. | 2,214 | 164,102 | ||||||
|
| |||||||
609,892 | ||||||||
Internet Software & Services – 2.9% | ||||||||
Alphabet, Inc., Class A(1) | 347 | 274,980 | ||||||
eBay, Inc.(1) | 7,362 | 218,578 | ||||||
|
| |||||||
493,558 | ||||||||
IT Services – 2.3% | ||||||||
Cognizant Technology Solutions Corp., Class A(1) | 1,513 | 84,774 | ||||||
6 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
December 31, 2016 | Shares | Value | ||||||
IT Services (continued) | ||||||||
Computer Sciences Corp. | 4,148 | $ | 246,474 | |||||
Leidos Holdings, Inc. | 1,224 | 62,595 | ||||||
|
| |||||||
393,843 | ||||||||
Machinery – 0.3% | ||||||||
WABCO Holdings, Inc.(1) | 460 | 48,829 | ||||||
|
| |||||||
48,829 | ||||||||
Media – 4.5% | ||||||||
CBS Corp., Class B, NVDR | 1,524 | 96,957 | ||||||
Comcast Corp., Class A | 1,800 | 124,290 | ||||||
Liberty Global PLC, Series C(1) | 1,714 | 50,906 | ||||||
Liberty Global PLC LiLAC, Class C(1) | 2,535 | 53,666 | ||||||
The Interpublic Group of Cos., Inc. | 5,395 | 126,297 | ||||||
Time Warner, Inc. | 3,282 | 316,811 | ||||||
|
| |||||||
768,927 | ||||||||
Metals & Mining – 1.9% | ||||||||
Barrick Gold Corp. | 6,654 | 106,331 | ||||||
Nucor Corp. | 1,947 | 115,885 | ||||||
Steel Dynamics, Inc. | 3,050 | 108,519 | ||||||
|
| |||||||
330,735 | ||||||||
Oil, Gas & Consumable Fuels – 13.2% | ||||||||
Canadian Natural Resources Ltd. | 5,354 | 170,685 | ||||||
Chevron Corp. | 4,026 | 473,860 | ||||||
ConocoPhillips | 4,180 | 209,585 | ||||||
Diamondback Energy, Inc.(1) | 2,166 | 218,896 | ||||||
Energen Corp.(1) | 1,478 | 85,236 | ||||||
EOG Resources, Inc. | 1,218 | 123,140 | ||||||
EQT Corp. | 1,931 | 126,287 | ||||||
Gulfport Energy Corp.(1) | 3,073 | 66,500 | ||||||
Marathon Oil Corp. | 9,302 | 161,018 | ||||||
Marathon Petroleum Corp. | 4,122 | 207,543 | ||||||
Newfield Exploration Co.(1) | 1,851 | 74,965 | ||||||
Phillips 66 | 2,938 | 253,873 | ||||||
Tesoro Corp. | 924 | 80,804 | ||||||
|
| |||||||
2,252,392 | ||||||||
Pharmaceuticals – 9.0% | ||||||||
Johnson & Johnson | 6,067 | 698,979 | ||||||
Merck & Co., Inc. | 6,724 | 395,842 | ||||||
Pfizer, Inc. | 9,113 | 295,990 | ||||||
Sanofi, ADR | 3,817 | 154,360 | ||||||
|
| |||||||
1,545,171 |
December 31, 2016 | Shares | Value | ||||||
Semiconductors & Semiconductor Equipment – 1.8% | ||||||||
KLA-Tencor Corp. | 1,094 | $ | 86,076 | |||||
Texas Instruments, Inc. | 2,984 | 217,742 | ||||||
|
| |||||||
303,818 | ||||||||
Software – 2.6% | ||||||||
Microsoft Corp. | 3,582 | 222,586 | ||||||
Oracle Corp. | 5,745 | 220,895 | ||||||
|
| |||||||
443,481 | ||||||||
Specialty Retail – 0.3% | ||||||||
Best Buy Co., Inc. | 1,054 | 44,974 | ||||||
|
| |||||||
44,974 | ||||||||
Technology Hardware, Storage & Peripherals – 3.3% | ||||||||
Apple, Inc. | 2,887 | 334,372 | ||||||
Hewlett Packard Enterprise Co. | 9,941 | 230,035 | ||||||
|
| |||||||
564,407 | ||||||||
Total Common Stocks (Cost $15,472,102) | 16,564,521 | |||||||
Principal Amount | Value | |||||||
Short–Term Investment – 5.6% | ||||||||
Repurchase Agreements – 5.6% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $964,003, due 1/3/2017(2) | $ | 964,000 | 964,000 | |||||
Total Repurchase Agreements (Cost $964,000) | 964,000 | |||||||
Total Investments – 102.6% (Cost $16,436,102) | 17,528,521 | |||||||
Liabilities in excess of other assets – (2.6)% | (447,554 | ) | ||||||
Total Net Assets – 100.0% | $ | 17,080,967 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 915,000 | $ | 985,668 |
Legend:
ADR — American Depositary Receipt
NVDR — Non-Voting Depositary Receipt
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 16,564,521 | $ | — | $ | — | $ | 16,564,521 | ||||||||
Repurchase Agreements | — | 964,000 | — | 964,000 | ||||||||||||
Total | $ | 16,564,521 | $ | 964,000 | $ | — | $ | 17,528,521 |
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 77,035 | ||
Interest | 618 | |||
Withholding taxes on foreign dividends | (347 | ) | ||
|
| |||
Total Investment Income | 77,306 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 27,039 | |||
Professional fees | 34,439 | |||
Trustees’ fees | 34,229 | |||
Distribution fees | 10,400 | |||
Transfer agent fees | 9,258 | |||
Custodian and accounting fees | 3,521 | |||
Shareholder reports | 1,000 | |||
Administrative fees | 416 | |||
Other expenses | 5,539 | |||
|
| |||
Total Expenses | 125,841 | |||
Less: Fees waived | (85,076 | ) | ||
|
| |||
Total Expenses, Net | 40,765 | |||
|
| |||
Net Investment Income/(Loss) | 36,541 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions | ||||
Net realized gain/(loss) from investments | (121,175 | ) | ||
Net realized gain/(loss) from foreign currency transactions | 2 | |||
Net change in unrealized appreciation/(depreciation) on investments | 1,092,419 | |||
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies | (9 | ) | ||
|
| |||
Net Gain on Investments and Foreign Currency Transactions | 971,237 | |||
|
| |||
Net Increase in Net Assets Resulting From Operations | $ | 1,007,778 | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
8 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations | ||||
Net investment income/(loss) | $ | 36,541 | ||
Net realized gain/(loss) from investments and foreign currency transactions | (121,173 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments and translation of | 1,092,410 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 1,007,778 | |||
|
| |||
Capital Share Transactions | ||||
Proceeds from sales of shares | 16,073,189 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 16,073,189 | |||
|
| |||
Net Increase in Net Assets | 17,080,967 | |||
|
| |||
Net Assets | ||||
Beginning of period | — | |||
|
| |||
End of period | $ | 17,080,967 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 36,541 | ||
|
| |||
Other Information: | ||||
Shares | ||||
Sold | 1,584,056 | |||
|
| |||
Net Increase | 1,584,056 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, | Net Investment Income2 | Net Realized and Unrealized Gain | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.03 | $ | 0.75 | $ | 0.78 | $ | 10.78 | 7.80% |
10 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 17,081 | 0.98% | 2.70% | 0.88% | (0.84)% | 19% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 11 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Large Cap Disciplined Value VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks to provide long-term growth of capital primarily through investment in equity securities. Current income is a secondary objective.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official
closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related
12 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
events after the report date and prior to issuance of the report are not reflected herein.
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
13 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN LARGE CAP DISCIPLINED VALUE VIP FUND
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.65% up to $100 million, 0.60% up to $300 million, 0.55% up to $500 million, and 0.53% in excess of $500 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 0.98% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without
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action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $85,076.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $85,076.
Park Avenue has entered into a Sub-Advisory Agreement with Boston Partners Global Investors, Inc. (“Boston Partners”). Boston Partners is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $10,400 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $18,012,752 and $2,419,475, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable
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information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the
time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Large Cap Disciplined Value VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Large Cap Disciplined Value VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The Trustees also considered information regarding funds
or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile for Guardian Diversified Research VIP Fund, Guardian
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Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive specific projected cost and profitability information
from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The
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Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8174
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Growth & Income VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN GROWTH & INCOME VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY BY ALLIANCEBERNSTEIN L.P., SUB-ADVISER
Highlights
• | The Guardian Growth & Income VIP Fund (the “Fund”) returned 7.00%, outperforming the Russell 1000® Value Index1 (the “Index”), which is the Fund’s benchmark, for the four-month period ended December 31, 2016. Stock selection in the healthcare, industrials and technology sectors contributed to the Fund’s outperformance, while weaker stock selection in financials, consumer discretionary and consumer staples holdings mitigated some of the Fund’s gains. The Fund’s overweight compared to the Index in the healthcare and technology sectors detracted from the Fund’s relative performance, while underweight positions in real estate, utilities and consumer staples contributed to relative performance as those sectors underperformed the Index. |
• | The Index returned 6.45% for the period. Value stocks outperformed their growth counterparts during the period and small-cap stocks outperformed large-cap stocks. |
Market Overview
Global equities advanced in the fourth quarter despite heightened political and economic uncertainty following the election of Donald Trump as U.S. president. Rising U.S. interest rates prompted an accelerated move away from traditionally safer parts of the market, such as U.S. Treasurys, toward riskier stocks and sectors.
U.S. stocks were among the strongest performers in 2016, with small-caps surging on expectations that they would benefit significantly from President Trump’s policy agenda. Defensive stocks underperformed during the year. Resources stocks were the strongest performers of 2016, driven by rising oil prices. Financials performed well after a strong fourth quarter, driven by positive sentiment from the
U.S. election. The shift away from safety unfolded around the world, with stocks seen as bond proxies (equities that generally offer predicable returns and potential for higher yields than bonds) in sectors such as utilities, real estate and consumer staples underperforming the broad market by wide margins.
Equity factor returns reflected these changing dynamics. Lower-beta stocks sold off sharply in the second half of the year after a strong first half. Stocks with high momentum also performed poorly during the last six months of the year. Riskier stocks, such as the most attractively valued global stocks, powered ahead in the second half after underperforming in the first half.
Currency markets were also turbulent. The British pound, euro and Japanese yen weakened against the U.S. dollar, which strengthened significantly after the election.
Portfolio Review
Stock selection contributed positively to the Fund’s performance owing to strong holdings in the healthcare, industrials and technology sectors. The Fund’s underperformance among financials, consumer discretionary and consumer staples holdings mitigated some of the gains. The Fund’s overweights in the healthcare and technology sectors were also a detractor from the Fund’s relative performance, while underweight positions in the real estate, utilities and consumer staples sectors offset some of the losses.
There was a modest reversal in sector performance late in the period. Defensive and/or interest-rate-sensitive sectors, such as utilities, telecom and consumer-staples, in which the Fund was underweight versus the benchmark as of the end of the period, outperformed during the month of December, which detracted from the Fund’s relative performance.
1 | The Russell 1000® Value Index (the “Index”) is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees or expenses. |
1 |
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GUARDIAN GROWTH & INCOME VIP FUND
Leading individual contributors included a number of financial holdings. The sector as a whole rallied post-election on the expectation that the new administration will decrease regulation. In addition, the U.S. Federal Reserve (the “Fed”) raised interest rates in December, benefitting banks.
In contrast, healthcare companies pulled back before the election on concerns surrounding the possible implications of drug pricing limits under a Trump presidency. While the sector rebounded somewhat in December, several of the Fund’s largest detractors during the fourth quarter were impacted by the sector’s retraction as well as stock-specific news.
Outlook
We expect continued global economic uncertainty and volatile energy prices, and will continue to assess the ramifications for equities as the Fed pursues its longer-term objective of gradual monetary policy tightening.
We remain disciplined in seeking well-managed companies that are attractively valued relative to their long-term earnings power and deploy capital wisely, allowing them to grow dividends and enhance the long-term value of their shares.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. Overweighting investments in certain sectors or industries increases the risk of loss due to general declines in the prices of stocks in those sectors or industries. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Value stocks may not realize their perceived value and during certain periods the Fund may underperform other equity funds that employ a different style. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN GROWTH & INCOME VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $9,456,849 |
Sector Allocation1 As of December 31, 2016 |
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
JPMorgan Chase & Co. | 3.21% | |||
Pfizer, Inc. | 3.00% | |||
Citigroup, Inc. | 2.88% | |||
Wal-Mart Stores, Inc. | 2.73% | |||
Intel Corp. | 2.71% | |||
Time Warner, Inc. | 2.58% | |||
Aetna, Inc. | 2.58% | |||
Exxon Mobil Corp. | 2.52% | |||
Raytheon Co. | 2.50% | |||
Biogen, Inc. | 2.37% | |||
Total | 27.08% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
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GUARDIAN GROWTH & INCOME VIP FUND
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Growth & Income VIP Fund | 9/1/2016 | — | — | — | 7.00% | |||||||||||||||
Russell 1000® Value Index | — | — | — | 6.45% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $1,070.00 | $3.38 | 0.98% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,020.21 | $4.98 | 0.98% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN GROWTH & INCOME VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 93.5% | ||||||||
Aerospace & Defense – 6.0% | ||||||||
General Dynamics Corp. | 725 | $ | 125,179 | |||||
Raytheon Co. | 1,666 | 236,572 | ||||||
The Boeing Co. | 1,333 | 207,521 | ||||||
|
| |||||||
569,272 | ||||||||
Airlines – 1.0% | ||||||||
Delta Air Lines, Inc. | 1,989 | 97,839 | ||||||
|
| |||||||
97,839 | ||||||||
Auto Components – 1.2% | ||||||||
BorgWarner, Inc. | 2,856 | 112,641 | ||||||
|
| |||||||
112,641 | ||||||||
Banks – 7.5% | ||||||||
Citigroup, Inc. | 4,588 | 272,665 | ||||||
JPMorgan Chase & Co. | 3,517 | 303,482 | ||||||
Wells Fargo & Co. | 2,486 | 137,003 | ||||||
|
| |||||||
713,150 | ||||||||
Beverages – 2.3% | ||||||||
PepsiCo, Inc. | 2,107 | 220,455 | ||||||
|
| |||||||
220,455 | ||||||||
Biotechnology – 3.7% | ||||||||
Biogen, Inc.(1) | 791 | 224,312 | ||||||
Gilead Sciences, Inc. | 1,704 | 122,023 | ||||||
|
| |||||||
346,335 | ||||||||
Building Products – 0.7% | ||||||||
Johnson Controls International PLC | 1,604 | 66,069 | ||||||
|
| |||||||
66,069 | ||||||||
Capital Markets – 6.2% | ||||||||
BlackRock, Inc. | 401 | 152,596 | ||||||
Northern Trust Corp. | 1,237 | 110,155 | ||||||
State Street Corp. | 1,060 | 82,383 | ||||||
TD Ameritrade Holding Corp. | 1,488 | 64,877 | ||||||
The Goldman Sachs Group, Inc. | 720 | 172,404 | ||||||
|
| |||||||
582,415 | ||||||||
Communications Equipment – 2.1% | ||||||||
Cisco Systems, Inc. | 4,637 | 140,130 | ||||||
F5 Networks, Inc.(1) | 370 | 53,547 | ||||||
|
| |||||||
193,677 | ||||||||
Construction & Engineering – 0.6% | ||||||||
Jacobs Engineering Group, Inc.(1) | 939 | 53,523 | ||||||
|
| |||||||
53,523 | ||||||||
Consumer Finance – 0.7% | ||||||||
Capital One Financial Corp. | 791 | 69,007 | ||||||
|
| |||||||
69,007 | ||||||||
Diversified Financial Services – 1.9% | ||||||||
Berkshire Hathaway, Inc., Class B(1) | 1,075 | 175,203 | ||||||
|
| |||||||
175,203 | ||||||||
Diversified Telecommunication Services – 1.9% | ||||||||
Verizon Communications, Inc. | 3,354 | 179,037 | ||||||
|
| |||||||
179,037 |
December 31, 2016 | Shares | Value | ||||||
Electric Utilities – 1.4% | ||||||||
Exelon Corp. | 3,672 | $ | 130,319 | |||||
|
| |||||||
130,319 | ||||||||
Electrical Equipment – 2.0% | ||||||||
EnerSys | 1,238 | 96,688 | ||||||
Hubbell, Inc. | 763 | 89,042 | ||||||
|
| |||||||
185,730 | ||||||||
Electronic Equipment, Instruments & Components – 1.1% | ||||||||
Flex Ltd.(1) | 3,075 | 44,188 | ||||||
TE Connectivity Ltd. | 878 | 60,828 | ||||||
|
| |||||||
105,016 | ||||||||
Energy Equipment & Services – 3.5% | ||||||||
Dril-Quip, Inc.(1) | 596 | 35,790 | ||||||
Helmerich & Payne, Inc. | 1,508 | 116,719 | ||||||
National Oilwell Varco, Inc. | 2,088 | 78,175 | ||||||
Oil States International, Inc.(1) | 2,629 | 102,531 | ||||||
|
| |||||||
333,215 | ||||||||
Food & Staples Retailing – 3.2% | ||||||||
CVS Health Corp. | 617 | 48,688 | ||||||
Wal-Mart Stores, Inc. | 3,728 | 257,679 | ||||||
|
| |||||||
306,367 | ||||||||
Health Care Equipment & Supplies – 1.2% | ||||||||
Hologic, Inc.(1) | 2,769 | 111,092 | ||||||
|
| |||||||
111,092 | ||||||||
Health Care Providers & Services – 5.8% | ||||||||
Aetna, Inc. | 1,970 | 244,299 | ||||||
Cigna Corp. | 943 | 125,787 | ||||||
Express Scripts Holding Co.(1) | 834 | 57,371 | ||||||
UnitedHealth Group, Inc. | 743 | 118,910 | ||||||
|
| |||||||
546,367 | ||||||||
Household Durables – 0.7% | ||||||||
DR Horton, Inc. | 2,385 | 65,182 | ||||||
|
| |||||||
65,182 | ||||||||
Industrial Conglomerates – 1.0% | ||||||||
Carlisle Cos., Inc. | 882 | 97,276 | ||||||
|
| |||||||
97,276 | ||||||||
Insurance – 6.2% | ||||||||
Axis Capital Holdings Ltd. | 1,635 | 106,716 | ||||||
Chubb Ltd. | 1,189 | 157,091 | ||||||
FNF Group | 2,599 | 88,262 | ||||||
The Allstate Corp. | 2,509 | 185,967 | ||||||
Validus Holdings Ltd. | 862 | 47,419 | ||||||
|
| |||||||
585,455 | ||||||||
Internet & Direct Marketing Retail – 0.7% | ||||||||
Liberty Interactive Corp. QVC Group, Class A(1) | 2,527 | 50,489 | ||||||
Liberty TripAdvisor Holdings, Inc., Class A(1) | 1,214 | 18,271 | ||||||
|
| |||||||
68,760 |
6 | The accompanying notes are an integral part of these financial statements. |
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SCHEDULE OF INVESTMENTS — GUARDIAN GROWTH & INCOME VIP FUND
December 31, 2016 | Shares | Value | ||||||
IT Services – 3.0% | ||||||||
International Business Machines Corp. | 1,079 | $ | 179,103 | |||||
MasterCard, Inc., Class A | 1,046 | 108,000 | ||||||
|
| |||||||
287,103 | ||||||||
Leisure Products – 0.8% | ||||||||
Vista Outdoor, Inc.(1) | 1,916 | 70,700 | ||||||
|
| |||||||
70,700 | ||||||||
Life Sciences Tools & Services – 0.8% | ||||||||
Bruker Corp. | 3,611 | 76,481 | ||||||
|
| |||||||
76,481 | ||||||||
Machinery – 1.9% | ||||||||
Fortive Corp. | 1,631 | 87,471 | ||||||
Parker-Hannifin Corp. | 689 | 96,460 | ||||||
|
| |||||||
183,931 | ||||||||
Media – 5.4% | ||||||||
Comcast Corp., Class A | 1,410 | 97,361 | ||||||
Discovery Communications, Inc., Class A(1) | 4,696 | 128,717 | ||||||
The Interpublic Group of Cos., Inc. | 1,822 | 42,653 | ||||||
Time Warner, Inc. | 2,532 | 244,414 | ||||||
|
| |||||||
513,145 | ||||||||
Metals & Mining – 0.4% | ||||||||
Reliance Steel & Aluminum Co. | 431 | 34,282 | ||||||
|
| |||||||
34,282 | ||||||||
Oil, Gas & Consumable Fuels – 3.9% | ||||||||
Exxon Mobil Corp. | 2,636 | 237,925 | ||||||
Noble Energy, Inc. | 3,375 | 128,453 | ||||||
|
| |||||||
366,378 | ||||||||
Pharmaceuticals – 3.0% | ||||||||
Pfizer, Inc. | 8,730 | 283,550 | ||||||
|
| |||||||
283,550 | ||||||||
Semiconductors & Semiconductor Equipment – 4.3% | ||||||||
Intel Corp. | 7,059 | 256,030 | ||||||
Synaptics, Inc.(1) | 723 | 38,738 | ||||||
Xilinx, Inc. | 1,849 | 111,624 | ||||||
|
| |||||||
406,392 |
December 31, 2016 | Shares | Value | ||||||
Software – 3.6% | ||||||||
Activision Blizzard, Inc. | 1,778 | $ | 64,204 | |||||
Citrix Systems, Inc.(1) | 890 | 79,486 | ||||||
Microsoft Corp. | 1,511 | 93,893 | ||||||
VMware, Inc., Class A(1) | 1,356 | 106,758 | ||||||
|
| |||||||
344,341 | ||||||||
Technology Hardware, Storage & Peripherals – 2.8% | ||||||||
Apple, Inc. | 1,617 | 187,281 | ||||||
Seagate Technology PLC | 2,032 | 77,561 | ||||||
|
| |||||||
264,842 | ||||||||
Textiles, Apparel & Luxury Goods – 1.0% | ||||||||
Ralph Lauren Corp. | 566 | 51,121 | ||||||
VF Corp. | 855 | 45,614 | ||||||
|
| |||||||
96,735 | ||||||||
Total Common Stocks (Cost $8,372,259) | 8,841,282 | |||||||
Principal Amount | Value | |||||||
Short–Term Investment – 8.8% | ||||||||
Repurchase Agreements – 8.8% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $837,003, due 1/3/2017(2) | $ | 837,000 | 837,000 | |||||
Total Repurchase Agreements (Cost $837,000) | 837,000 | |||||||
Total Investments – 102.3% (Cost $9,209,259) | 9,678,282 | |||||||
Liabilities in excess of other assets – (2.3)% | (221,433 | ) | ||||||
Total Net Assets – 100.0% | $ | 9,456,849 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 795,000 | $ | 856,400 |
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs �� | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 8,841,282 | $ | — | $ | — | $ | 8,841,282 | ||||||||
Repurchase Agreements | — | 837,000 | — | 837,000 | ||||||||||||
Total | $ | 8,841,282 | $ | 837,000 | $ | — | $ | 9,678,282 |
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN GROWTH & INCOME VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 47,180 | ||
Interest | 338 | |||
|
| |||
Total Investment Income | 47,518 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 14,182 | |||
Professional fees | 27,537 | |||
Trustees’ fees | 18,219 | |||
Transfer agent fees | 8,817 | |||
Distribution fees | 5,455 | |||
Custodian and accounting fees | 3,428 | |||
Shareholder reports | 500 | |||
Administrative fees | 218 | |||
Other expenses | 2,781 | |||
|
| |||
Total Expenses | 81,137 | |||
Less: Fees waived | (59,754 | ) | ||
|
| |||
Total Expenses, Net | 21,383 | |||
|
| |||
Net Investment Income/(Loss) | 26,135 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments | ||||
Net realized gain/(loss) from investments | 1 | |||
Net change in unrealized appreciation/(depreciation) on investments | 469,023 | |||
|
| |||
Net Gain on Investments | 469,024 | |||
|
| |||
Net Increase in Net Assets Resulting From Operations | $ | 495,159 | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
8 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN GROWTH & INCOME VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations | ||||
Net investment income/(loss) | $ | 26,135 | ||
Net realized gain/(loss) from investments | 1 | |||
Net change in unrealized appreciation/(depreciation) on investments | 469,023 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 495,159 | |||
|
| |||
Capital Share Transactions | ||||
Proceeds from sales of shares | 8,961,690 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 8,961,690 | |||
|
| |||
Net Increase in Net Assets | 9,456,849 | |||
|
| |||
Net Assets | ||||
Beginning of period | — | |||
|
| |||
End of period | $ | 9,456,849 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 26,135 | ||
|
| |||
Other Information: | ||||
Shares | ||||
Sold | 883,851 | |||
|
| |||
Net Increase | 883,851 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN GROWTH & INCOME VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, Beginning of Period | Net Investment Income2 | Net Realized and Unrealized Gain | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.04 | $ | 0.66 | $ | 0.70 | $ | 10.70 | 7.00% |
10 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN GROWTH & INCOME VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 9,457 | 0.98% | 3.11% | 1.20% | (0.93)% | 11% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 11 |
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN GROWTH & INCOME VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Growth & Income VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks long-term growth of capital.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that
security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related
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events after the report date and prior to issuance of the report are not reflected herein.
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore
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classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will
accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.65% up to $100 million, 0.60% up to $300 million, 0.55% up to $500 million, and 0.53% in excess of $500 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 0.98% of the Fund’s average daily
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN GROWTH & INCOME VIP FUND
net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $59,754.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $59,754.
Park Avenue has entered into a Sub-Advisory Agreement with AllianceBernstein L.P. (“AllianceBernstein”). AllianceBernstein is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $5,455 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $9,133,631 and $761,169, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S.
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investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated
based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Growth & Income VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Growth & Income VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The Trustees also considered information regarding funds
or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile for Guardian Diversified Research VIP Fund, Guardian
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Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive specific projected cost and profitability information
from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The
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Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8169
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Mid Cap Traditional Growth VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
TABLE OF CONTENTS
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY OF JANUS CAPITAL MANAGEMENT LLC, SUB-ADVISER
Highlights
• | Guardian Mid Cap Traditional Growth VIP Fund (the “Fund”) returned -0.10% underperforming its benchmark, the Russell Midcap® Growth Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s holdings in the materials and technology sectors detracted from relative results. The Fund’s underweight to the consumer staples sector relative to the Index and stock selection in the real estate sector contributed positively to relative performance. |
• | The Index delivered a return of 0.41% for the period. The energy, materials and financial sectors were the strongest performing sectors in the Index. The real estate and health care sectors delivered negative returns. |
Market Overview
Stocks registered gains in 2016, but experienced brief bouts of volatility. Equities started the year lower due to concerns about the health of the Chinese economy and fear about how falling oil prices could affect the energy sector. The UK’s decision to leave the European Union in June’s “Brexit” referendum jolted markets, but investors soon regained their composure and sent shares higher. Stocks climbed after the November U.S. presidential election, on the expectation that the new administration would champion pro-growth initiatives.
A recovery in crude oil and other commodity prices after the early-year plunge propelled energy and materials stocks, resulting in those sectors being among the year’s best performers. Other cyclical sectors also registered gains.
Portfolio Review
The portfolio underperformed the Index during the period. The Fund’s holdings in the materials and
technology sectors detracted from relative results. The Fund’s underweight to the consumer staples sector relative to the Index and stock selection in the real estate sector contributed to relative performance.
Outlook
As we enter 2017, our thoughts on both the markets and U.S. economy can be summed up rather quickly. In a word: change. We believe several substantial shifts are underway, changing the market backdrop in the most meaningful way since the financial crisis. The U.S. economy appears primed for faster growth. In our view, the building blocks for economic growth were in place even before the election, but if the new administration indeed ushers in tax and regulatory reform, the economy could grow more rapidly than expected even a few months ago. That economic growth could lead to a more normalized interest rate environment, and rising rates typically have broad implications for both stock valuations in general and individual companies that benefit from, or are penalized by, the rising rates. Finally, no one can be certain what policies the new administration will implement, but we believe that regulations for some industries are poised for a shakeup.
The market has already anticipated some of these changes. Since the November election, valuations of cyclical companies have improved significantly relative to defensive areas of the market, such as consumer staples and utility companies. So too, have valuations for the financials sector, as the market forecasts what rising interest rates and potential deregulation could mean for banks and other companies levered to interest rate changes.
After stocks for select sectors and industries moved broadly upward in anticipation of a stronger economy, rising interest rates or a new regulatory regime, investors need to discern exactly how these forces will affect individual companies, and whether all of the changes are reflected in the stock price. Investors must also prepare for how potentially rising
1 | The Russell Midcap® Growth Index (The “Index”) is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees and expenses. |
1 |
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GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
interest rates could change stock valuations. In a low-rate, yield-starved environment, the market has bid up valuations for many stable businesses. Some of these companies fit our investment criteria, and from our perspective, buying opportunities could present themselves if valuations become more reasonable. We believe that a low interest rate environment has given other companies access to cheap capital. The ability for some of these companies to carry out their growth
initiatives with a highly levered balance sheet could be hampered if the cost of debt rises. Investors should be mindful of how rising costs of capital affect each company.
After a broad rally reflecting some of the anticipated economic changes, we may need to dig deeper to find remaining opportunities and stay nimble as some of the new administration’s policies take shape.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Investments in growth companies may be highly volatile. Growth stocks may not realize their perceived growth potential and during certain periods the Fund may underperform other equity funds that employ a different style. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
2 |
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GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $13,271,729 |
Sector Allocation1 As of December 31, 2016 | ||
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
Lamar Advertising Co., Class A | 2.71% | |||
TD Ameritrade Holding Corp. | 2.67% | |||
Sensata Technologies Holding N.V. | 2.63% | |||
TE Connectivity Ltd. | 2.20% | |||
Sealed Air Corp. | 2.03% | |||
Crown Castle International Corp. | 1.97% | |||
Amdocs Ltd. | 1.94% | |||
Verisk Analytics, Inc. | 1.93% | |||
WEX, Inc. | 1.91% | |||
athenahealth, Inc. | 1.89% | |||
Total | 21.88% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
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GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Mid Cap Traditional Growth VIP Fund | 9/1/2016 | — | — | — | -0.10% | |||||||||||||||
Russell Midcap® Growth Index | — | — | — | 0.41% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $999.00 | $3.63 | 1.09% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,019.66 | $5.53 | 1.09% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
December 31, 2016 | Shares | Value | ||||||||||
Common Stocks – 93.6% | ||||||||||||
Aerospace & Defense – 1.1% | ||||||||||||
Teledyne Technologies, Inc.(1) | 1,237 | $ | 152,151 | |||||||||
|
| |||||||||||
152,151 | ||||||||||||
Air Freight & Logistics – 0.7% | ||||||||||||
Expeditors International of Washington, Inc. | 1,867 | 98,876 | ||||||||||
|
| |||||||||||
98,876 | ||||||||||||
Airlines – 1.6% | ||||||||||||
Ryanair Holdings PLC, ADR(1) | 2,529 | 210,564 | ||||||||||
|
| |||||||||||
210,564 | ||||||||||||
Banks – 0.6% | ||||||||||||
SVB Financial Group(1) | 442 | 75,874 | ||||||||||
|
| |||||||||||
75,874 | ||||||||||||
Biotechnology – 2.4% | ||||||||||||
AbbVie, Inc. | 1,242 | 77,774 | ||||||||||
Celgene Corp.(1) | 1,343 | 155,452 | ||||||||||
DBV Technologies S.A., ADR(1) | 865 | 30,387 | ||||||||||
TESARO, Inc.(1) | 389 | 52,313 | ||||||||||
|
| |||||||||||
315,926 | ||||||||||||
Building Products – 1.5% | ||||||||||||
Allegion PLC | 1,044 | 66,816 | ||||||||||
AO Smith Corp. | 2,863 | 135,563 | ||||||||||
|
| |||||||||||
202,379 | ||||||||||||
Capital Markets – 5.5% | ||||||||||||
FactSet Research Systems, Inc. | 407 | 66,516 | ||||||||||
LPL Financial Holdings, Inc. | 4,110 | 144,713 | ||||||||||
MSCI, Inc. | 2,046 | 161,184 | ||||||||||
TD Ameritrade Holding Corp. | 8,133 | 354,599 | ||||||||||
|
| |||||||||||
727,012 | ||||||||||||
Chemicals – 0.3% | ||||||||||||
Potash Corp. of Saskatchewan, Inc. | 2,454 | 44,393 | ||||||||||
|
| |||||||||||
44,393 | ||||||||||||
Commercial Services & Supplies – 2.0% | ||||||||||||
Edenred (France) | 3,457 | 68,510 | ||||||||||
Ritchie Bros Auctioneers, Inc. | 5,716 | 194,344 | ||||||||||
|
| |||||||||||
262,854 | ||||||||||||
Containers & Packaging – 2.0% | ||||||||||||
Sealed Air Corp. | 5,944 | 269,501 | ||||||||||
|
| |||||||||||
269,501 | ||||||||||||
Diversified Consumer Services – 1.7% | ||||||||||||
ServiceMaster Global Holdings, Inc.(1) | 6,139 | 231,256 | ||||||||||
|
| |||||||||||
231,256 | ||||||||||||
Electrical Equipment – 3.2% | ||||||||||||
AMETEK, Inc. | 1,509 | 73,337 | ||||||||||
Sensata Technologies Holding N.V.(1) |
| 8,971 | 349,421 | |||||||||
|
| |||||||||||
422,758 |
December 31, 2016 | Shares | Value | ||||||||||
Electronic Equipment, Instruments & Components – 6.8% | ||||||||||||
Amphenol Corp., Class A | 1,545 | $ | 103,824 | |||||||||
Belden, Inc. | 1,695 | 126,735 | ||||||||||
Flex Ltd.(1) | 13,097 | 188,204 | ||||||||||
National Instruments Corp. | 6,236 | 192,194 | ||||||||||
TE Connectivity Ltd. | 4,223 | 292,569 | ||||||||||
|
| |||||||||||
903,526 | ||||||||||||
Equity Real Estate – 4.7% | ||||||||||||
Crown Castle International Corp. |
| 3,013 | 261,438 | |||||||||
Lamar Advertising Co., Class A | 5,345 | 359,398 | ||||||||||
|
| |||||||||||
620,836 | ||||||||||||
Health Care Equipment & Supplies – 8.5% | ||||||||||||
Boston Scientific Corp.(1) | 11,255 | 243,446 | ||||||||||
DexCom, Inc.(1) | 1,275 | 76,117 | ||||||||||
Masimo Corp.(1) | 1,039 | 70,029 | ||||||||||
STERIS PLC | 3,569 | 240,515 | ||||||||||
Teleflex, Inc. | 977 | 157,444 | ||||||||||
The Cooper Cos., Inc. | 521 | 91,138 | ||||||||||
Varian Medical Systems, Inc.(1) | 2,708 | 243,124 | ||||||||||
|
| |||||||||||
1,121,813 | ||||||||||||
Health Care Providers & Services – 1.0% | ||||||||||||
Henry Schein, Inc.(1) | 870 | 131,988 | ||||||||||
|
| |||||||||||
131,988 | ||||||||||||
Health Care Technology – 1.9% | ||||||||||||
athenahealth, Inc.(1) | 2,392 | 251,567 | ||||||||||
|
| |||||||||||
251,567 | ||||||||||||
Hotels, Restaurants & Leisure – 2.2% | ||||||||||||
Dunkin’ Brands Group, Inc. | 3,887 | 203,834 | ||||||||||
Norwegian Cruise Line Holdings Ltd.(1) | 1,948 | 82,849 | ||||||||||
|
| |||||||||||
286,683 | ||||||||||||
Industrial Conglomerates – 0.6% | ||||||||||||
Roper Technologies, Inc. | 433 | 79,274 | ||||||||||
|
| |||||||||||
79,274 | ||||||||||||
Insurance – 1.7% | ||||||||||||
Aon PLC | 1,989 | 221,833 | ||||||||||
|
| |||||||||||
221,833 | ||||||||||||
Internet Software & Services – 3.1% | ||||||||||||
Cimpress N.V.(1) | 2,347 | 215,009 | ||||||||||
CoStar Group, Inc.(1) | 1,062 | 200,176 | ||||||||||
|
| |||||||||||
415,185 | ||||||||||||
IT Services – 8.4% | ||||||||||||
Amdocs Ltd. | 4,411 | 256,941 | ||||||||||
Broadridge Financial Solutions, Inc. |
| 2,523 | 167,275 | |||||||||
Fidelity National Information Services, Inc. | 1,249 | 94,474 | ||||||||||
Gartner, Inc.(1) | 881 | 89,043 | ||||||||||
Global Payments, Inc. | 1,667 | 115,706 | ||||||||||
Jack Henry & Associates, Inc. | 1,555 | 138,053 | ||||||||||
WEX, Inc.(1) | 2,268 | 253,109 | ||||||||||
|
| |||||||||||
1,114,601 |
6 | The accompanying notes are an integral part of these financial statements. |
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SCHEDULE OF INVESTMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
December 31, 2016 | Shares | Value | ||||||||||
Leisure Products – 0.5% | ||||||||||||
Polaris Industries, Inc. | 749 | $ | 61,710 | |||||||||
|
| |||||||||||
61,710 | ||||||||||||
Life Sciences Tools & Services – 4.9% | ||||||||||||
PerkinElmer, Inc. | 4,770 | 248,755 | ||||||||||
Quintiles IMS Holdings, Inc.(1) | 3,138 | 238,645 | ||||||||||
Waters Corp.(1) | 1,241 | 166,778 | ||||||||||
|
| |||||||||||
654,178 | ||||||||||||
Machinery – 1.1% | ||||||||||||
The Middleby Corp.(1) | 709 | 91,326 | ||||||||||
Wabtec Corp. | 688 | 57,118 | ||||||||||
|
| |||||||||||
148,444 | ||||||||||||
Media – 1.0% | ||||||||||||
Omnicom Group, Inc. | 1,565 | 133,197 | ||||||||||
|
| |||||||||||
133,197 | ||||||||||||
Multiline Retail – 1.3% | ||||||||||||
Dollar General Corp. | 1,536 | 113,772 | ||||||||||
Dollar Tree, Inc.(1) | 717 | 55,338 | ||||||||||
|
| |||||||||||
169,110 | ||||||||||||
Oil, Gas & Consumable Fuels – 0.8% | ||||||||||||
World Fuel Services Corp. | 2,451 | 112,525 | ||||||||||
|
| |||||||||||
112,525 | ||||||||||||
Professional Services – 2.7% | ||||||||||||
IHS Markit Ltd.(1) | 3,055 | 108,178 | ||||||||||
Verisk Analytics, Inc.(1) | 3,149 | 255,604 | ||||||||||
|
| |||||||||||
363,782 | ||||||||||||
Road & Rail – 1.7% | ||||||||||||
Canadian Pacific Railway Ltd. | 681 | 97,226 | ||||||||||
Old Dominion Freight Line, Inc.(1) |
| 1,463 | 125,511 | |||||||||
|
| |||||||||||
222,737 | ||||||||||||
Semiconductors & Semiconductor Equipment – 6.4% | ||||||||||||
KLA-Tencor Corp. | 2,574 | 202,522 | ||||||||||
Lam Research Corp. | 1,297 | 137,132 | ||||||||||
Microchip Technology, Inc. | 2,114 | 135,613 | ||||||||||
ON Semiconductor Corp.(1) | 10,301 | 131,441 | ||||||||||
Xilinx, Inc. | 3,965 | 239,367 | ||||||||||
|
| |||||||||||
846,075 | ||||||||||||
Software – 7.9% | ||||||||||||
Atlassian Corp. PLC, Class A(1) | 6,123 | 147,442 | ||||||||||
Cadence Design Systems, Inc.(1) | 7,178 | 181,029 | ||||||||||
Constellation Software, Inc. (Canada) | 459 | 208,577 | ||||||||||
Intuit, Inc. | 1,258 | 144,179 | ||||||||||
Nice Ltd., ADR | 2,507 | 172,381 | ||||||||||
SS&C Technologies Holdings, Inc. |
| 6,752 | 193,107 | |||||||||
|
| |||||||||||
1,046,715 | ||||||||||||
Specialty Retail – 1.1% | ||||||||||||
Tractor Supply Co. | 715 | 54,204 | ||||||||||
Williams-Sonoma, Inc. | 1,788 | 86,521 | ||||||||||
|
| |||||||||||
140,725 |
December 31, 2016 | Shares | Value | ||||||||||
Textiles, Apparel & Luxury Goods – 2.7% | ||||||||||||
Carter’s, Inc. | 1,042 | $ | 90,018 | |||||||||
Gildan Activewear, Inc. | 8,313 | 210,901 | ||||||||||
Wolverine World Wide, Inc. | 2,729 | 59,902 | ||||||||||
|
| |||||||||||
360,821 | ||||||||||||
Total Common Stocks (Cost $12,410,773) | 12,420,869 | |||||||||||
Principal Amount | Value | |||||||||||
Short–Term Investment – 8.8% | ||||||||||||
Repurchase Agreements – 8.8% | ||||||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $1,168,004, due 1/3/2017(2) |
| $ | 1,168,000 | 1,168,000 | ||||||||
Total Repurchase Agreements (Cost $1,168,000) | 1,168,000 | |||||||||||
Total Investments – 102.4% (Cost $13,578,773) | 13,588,869 | |||||||||||
Liabilities in excess of other assets – (2.4)% | (317,140 | ) | ||||||||||
Total Net Assets – 100.0% | $ | 13,271,729 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $1,110,000 | $1,195,729 |
Legend:
ADR — American Depositary Receipt
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 12,352,359 | $ | 68,510 | * | $ | — | $ | 12,420,869 | |||||||
Repurchase Agreements | — | 1,168,000 | — | 1,168,000 | ||||||||||||
Total | $ | 12,352,359 | $ | 1,236,510 | $ | — | $ | 13,588,869 |
* | Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See Note 2a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1. |
8 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 45,229 | ||
Interest | 663 | |||
Withholding taxes on foreign dividends | (490 | ) | ||
|
| |||
Total Investment Income | 45,402 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 29,551 | |||
Professional fees | 32,969 | |||
Trustees’ fees | 30,069 | |||
Transfer agent fees | 9,249 | |||
Distribution fees | 9,235 | |||
Custodian and accounting fees | 3,497 | |||
Shareholder reports | 1,000 | |||
Administrative fees | 369 | |||
Other expenses | 5,495 | |||
|
| |||
Total Expenses | 121,434 | |||
Less: Fees waived | (81,172 | ) | ||
|
| |||
Total Expenses, Net | 40,262 | |||
|
| |||
Net Investment Income/(Loss) | 5,140 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions | ||||
Net realized gain/(loss) from investments | (4,506 | ) | ||
Net realized gain/(loss) from foreign currency transactions | 88 | |||
Net change in unrealized appreciation/(depreciation) on investments | 10,096 | |||
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies | (2 | ) | ||
|
| |||
Net Gain on Investments and Foreign Currency Transactions | 5,676 | |||
|
| |||
Net Increase in Net Assets Resulting From Operations | $ | 10,816 | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations | ||||
Net investment income/(loss) | $ | 5,140 | ||
Net realized gain/(loss) from investments and foreign currency transactions | (4,418 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments and translation of | 10,094 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 10,816 | |||
|
| |||
Capital Share Transactions | ||||
Proceeds from sales of shares | 13,260,913 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 13,260,913 | |||
|
| |||
Net Increase in Net Assets | 13,271,729 | |||
|
| |||
Net Assets | ||||
Beginning of period | — | |||
|
| |||
End of period | $ | 13,271,729 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 5,140 | ||
|
| |||
Other Information: | ||||
Shares | ||||
Sold | 1,328,251 | |||
|
| |||
Net Increase | 1,328,251 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
10 | The accompanying notes are an integral part of these financial statements. |
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11 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, Beginning of Period | Net Investment Income2 | Net Realized and Unrealized Loss | Total Operations | Net Asset Value, End of Period | Total Return4,5 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.003 | $ | (0.01) | $ | (0.01) | $ | 9.99 | (0.10)% |
12 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets4,6 | Gross Ratio of Expenses to Average Net Assets4 | Net Ratio of Net Investment Income to Average Net Assets4,6 | Gross Ratio of Net Investment Loss to Average Net Assets4 | Portfolio Turnover Rate4 | |||||||||||||||||
$ | 13,272 | 1.09% | 2.93% | 0.14% | (1.70)% | 5% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Rounds to $0.00 per share. |
4 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
5 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
6 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 13 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Mid Cap Traditional Growth VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks long-term growth of capital.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that
security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
14 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are
therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
15 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.80% up to $100 million, 0.75% up to $300 million, and 0.73% in excess of $300 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 1.09% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without
16 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $81,172.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $81,172.
Park Avenue has entered into a Sub-Advisory Agreement with Janus Capital Management LLC (“Janus Capital”). Janus Capital is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $9,235 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be
treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $12,928,624 and $513,345, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
17 |
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP TRADITIONAL GROWTH VIP FUND
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a
commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Mid Cap Traditional Growth VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Mid Cap Traditional Growth VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting
held on August 8-9, 2016, the Trustees received materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the
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Subadvisers (or their respective affiliates) from their relationships with the Funds.
Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the
Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The Trustees also considered information regarding funds or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar,
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Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile for Guardian Diversified Research VIP Fund, Guardian Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses,
contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive specific projected cost and profitability information from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance
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companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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The Statement of Additional Information (”SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8177
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Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Mid Cap Relative Value VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
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Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN MID CAP RELATIVE VALUE VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY BY WELLS CAPITAL MANAGEMENT INCORPORATED, SUB-ADVISER
Highlights
• | Guardian Mid Cap Relative Value VIP Fund (the “Fund”) returned 8.10%, outperforming its benchmark, the Russell Midcap® Value Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s outperformance relative to the Index was primarily due to security selection in the energy and consumer discretionary sectors, as well as an underweight to the real estate sector. The Fund’s lack of exposure to banks was the largest detractor to relative performance. |
• | The Index delivered a return of 5.96% for period. This advance was largely led by the financials, energy and information technology sectors. |
Market Overview
During the months of September and October 2016 the equity market and mid-cap value stocks pulled back from the sharp second quarter rally due to perceived concerns over tepid earnings growth, potential interest rate increases and uncertainty surrounding the November U.S. elections. However, stocks were propelled sharply higher in November as investors assessed improving economic data and the results of the U.S. national elections, which brought hope for a more pro-growth administration and economic reflation. Specifically, investors expressed their expectation for the new administration and Congress to deliver on promises of decreased regulation, lower corporate tax rates, higher interest rates and a large economic stimulus.
The Index achieved another all-time high in early December and ultimately ended the four-month period up 5.96%. The Index was primarily led by companies that investors seem to believe will benefit from potentially higher interest rates, an improving U.S. economy, lower corporate taxes, less regulation and infrastructure stimulus. The financials sector led
the Index as several of these expectations have a meaningful and direct impact throughout the banking and insurance industries.
Portfolio Review
The Fund’s relative performance benefited from a large underweight relative to the Index to the real estate and utilities sectors. We did not believe that the reward-to-risk ratios were favorable in those sectors given the risk of higher rates impacting valuations and the timing of the real estate cycle. Our reward-to-risk valuation process indicated that most utilities and REITs were fully valued, and we found what we considered to be better opportunities for the level of risk being taken in other areas of the market. We seek companies that we believe have clear competitive advantages, strong and sustainable free cash flows, and flexible balance sheets that can be used to grow shareholder value.
Stock selection in the financials, energy and consumer discretionary sectors contributed to outperformance during the period. The Fund’s lack of exposure to banks was the largest detractor to relative performance.
Outlook
In 2017, we believe the U.S. equity market and mid-cap value stocks may experience some increased volatility, due to the pace of interest rate increases versus expectations, and the Trump administration’s ability to deliver on investor expectations with respect to corporate tax reform, deregulation and an impactful economic stimulus. Although we monitor how these policy events may impact potential holdings, and our financial models seek to capture the sensitivity of each company’s future free cash flows to many of these factors, our process is not designed to bet on these macro events or assumptions. Rather, we focus on finding companies that we believe can use their financial flexibility to create long-term shareholder value and deliver sustainable free cash flow.
1 | The Russell Midcap® Value Index (the “Index”) is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap® Index with lower price-to-book ratios and lower forecasted growth values. (The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the Index. You may not invest in the Index, and, unlike the Fund, the Index does not incur fees or expenses. |
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GUARDIAN MID CAP RELATIVE VALUE VIP FUND
Our disciplined reward-to-risk valuation process assists us in navigating these types of volatile markets. This process is designed to remove emotions and biases from our decision making as we seek to provide strong risk-adjusted relative returns. During periods in
which investor expectations appear to be dependent on the federal government’s ability to deliver on investor expectations, we will rely on our disciplined process to guide us as we seek to take advantage of any perceived market inefficiencies.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in mid-size companies can involve risks such as having less publicly available information, higher volatility, and less liquidity than in the case of larger companies. Value stocks may not realize their perceived value and during certain periods the Fund may underperform other equity funds that employ a different style. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN MID CAP RELATIVE VALUE VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $ 14,921,166 |
Sector Allocation1 As of December 31, 2016 | ||||
Top Ten Holdings2 As of December 31, 2016 | ||||
Holding | % of Total Net Assets | |||
Harris Corp. | 2.85% | |||
Republic Services, Inc. | 2.78% | |||
TreeHouse Foods, Inc. | 2.76% | |||
Fidelity National Information Services, Inc. | 2.63% | |||
Molson Coors Brewing Co., Class B | 2.38% | |||
Brown & Brown, Inc. | 2.34% | |||
Loews Corp. | 2.31% | |||
Ameren Corp. | 2.23% | |||
Kohl’s Corp. | 2.17% | |||
American Electric Power Co., Inc. | 2.09% | |||
Total | 24.54% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. |
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GUARDIAN MID CAP RELATIVE VALUE VIP FUND
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Mid Cap Relative Value VIP Fund | 9/1/2016 | — | — | — | 8.10% | |||||||||||||||
Russell Midcap® Value Index | — | — | — | 5.96% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $1,081.00 | $3.78 | 1.09% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,019.66 | $5.53 | 1.09% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
5 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 92.4% | ||||||||
Aerospace & Defense – 3.0% | ||||||||
Raytheon Co. | 1,987 | $ | 282,154 | |||||
Rockwell Collins, Inc. | 1,787 | 165,762 | ||||||
|
| |||||||
447,916 | ||||||||
Banks – 4.2% | ||||||||
PacWest Bancorp | 4,816 | 262,183 | ||||||
Regions Financial Corp. | 16,708 | 239,927 | ||||||
Zions Bancorporation | 2,833 | 121,932 | ||||||
|
| |||||||
624,042 | ||||||||
Beverages – 2.4% | ||||||||
Molson Coors Brewing Co., Class B | 3,642 | 354,403 | ||||||
|
| |||||||
354,403 | ||||||||
Capital Markets – 1.9% | ||||||||
Northern Trust Corp. | 3,149 | 280,419 | ||||||
|
| |||||||
280,419 | ||||||||
Chemicals – 2.1% | ||||||||
CF Industries Holdings, Inc. | 3,087 | 97,179 | ||||||
International Flavors & Fragrances, Inc. | 1,835 | 216,218 | ||||||
|
| |||||||
313,397 | ||||||||
Commercial Services & Supplies – 5.0% | ||||||||
Pitney Bowes, Inc. | 10,583 | 160,756 | ||||||
Republic Services, Inc. | 7,281 | 415,381 | ||||||
Stericycle, Inc.(1) | 2,234 | 172,107 | ||||||
|
| |||||||
748,244 | ||||||||
Communications Equipment – 4.9% | ||||||||
ARRIS International PLC(1) | 10,178 | 306,663 | ||||||
Harris Corp. | 4,153 | 425,558 | ||||||
|
| |||||||
732,221 | ||||||||
Construction & Engineering – 0.4% | ||||||||
Jacobs Engineering Group, Inc.(1) | 1,054 | 60,078 | ||||||
|
| |||||||
60,078 | ||||||||
Construction Materials – 2.0% | ||||||||
Eagle Materials, Inc. | 3,017 | 297,265 | ||||||
|
| |||||||
297,265 | ||||||||
Consumer Finance – 1.6% | ||||||||
Ally Financial, Inc. | 12,362 | 235,125 | ||||||
|
| |||||||
235,125 | ||||||||
Containers & Packaging – 3.1% | ||||||||
International Paper Co. | 3,409 | 180,882 | ||||||
Packaging Corp. of America | 3,427 | 290,678 | ||||||
|
| |||||||
471,560 | ||||||||
Electric Utilities – 2.1% | ||||||||
American Electric Power Co., Inc. | 4,947 | 311,463 | ||||||
|
| |||||||
311,463 | ||||||||
Energy Equipment & Services – 4.9% | ||||||||
Baker Hughes, Inc. | 3,819 | 248,120 | ||||||
National Oilwell Varco, Inc. | 5,707 | 213,670 | ||||||
Patterson-UTI Energy, Inc. | 9,793 | 263,628 | ||||||
|
| |||||||
725,418 |
December 31, 2016 | Shares | Value | ||||||
Equity Real Estate – 1.7% | ||||||||
American Campus Communities, Inc. | 5,265 | $ | 262,039 | |||||
|
| |||||||
262,039 | ||||||||
Food Products – 4.8% | ||||||||
Pinnacle Foods, Inc. | 3,168 | 169,330 | ||||||
The Hain Celestial Group, Inc.(1) | 3,444 | 134,419 | ||||||
TreeHouse Foods, Inc.(1) | 5,713 | 412,421 | ||||||
|
| |||||||
716,170 | ||||||||
Health Care Equipment & Supplies – 1.2% | ||||||||
STERIS PLC | 2,642 | 178,044 | ||||||
|
| |||||||
178,044 | ||||||||
Health Care Providers & Services – 4.3% | ||||||||
Humana, Inc. | 1,376 | 280,745 | ||||||
Molina Healthcare, Inc.(1) | 2,394 | 129,899 | ||||||
Patterson Cos., Inc. | 5,561 | 228,168 | ||||||
|
| |||||||
638,812 | ||||||||
Hotels, Restaurants & Leisure – 1.3% | ||||||||
The Wendy’s Co. | 14,141 | 191,186 | ||||||
|
| |||||||
191,186 | ||||||||
Household Durables – 1.2% | ||||||||
Harman International Industries, Inc. | 1,615 | 179,523 | ||||||
|
| |||||||
179,523 | ||||||||
Insurance – 12.0% | ||||||||
Arch Capital Group Ltd.(1) | 1,779 | 153,510 | ||||||
Brown & Brown, Inc. | 7,768 | 348,473 | ||||||
FNF Group | 6,763 | 229,672 | ||||||
Loews Corp. | 7,376 | 345,418 | ||||||
ProAssurance Corp. | 1,155 | 64,911 | ||||||
The Allstate Corp. | 3,935 | 291,662 | ||||||
Validus Holdings Ltd. | 1,947 | 107,104 | ||||||
Willis Towers Watson PLC | 2,076 | 253,853 | ||||||
|
| |||||||
1,794,603 | ||||||||
IT Services – 7.4% | ||||||||
Amdocs Ltd. | 4,438 | 258,513 | ||||||
DST Systems, Inc. | 1,906 | 204,228 | ||||||
Fidelity National Information Services, Inc. | 5,187 | 392,345 | ||||||
Leidos Holdings, Inc. | 4,928 | 252,018 | ||||||
|
| |||||||
1,107,104 | ||||||||
Machinery – 1.4% | ||||||||
Deere & Co. | 653 | 67,285 | ||||||
Flowserve Corp. | 3,035 | 145,832 | ||||||
|
| |||||||
213,117 | ||||||||
Marine – 0.9% | ||||||||
Kirby Corp.(1) | 2,122 | 141,113 | ||||||
|
| |||||||
141,113 | ||||||||
Multi-Utilities – 2.2% | ||||||||
Ameren Corp. | 6,340 | 332,597 | ||||||
|
| |||||||
332,597 |
6 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
December 31, 2016 | Shares | Value | ||||||
Multiline Retail – 2.2% | ||||||||
Kohl’s Corp. | 6,547 | $ | 323,291 | |||||
|
| |||||||
323,291 | ||||||||
Oil, Gas & Consumable Fuels – 4.5% | ||||||||
Anadarko Petroleum Corp. | 3,074 | 214,350 | ||||||
Cimarex Energy Co. | 1,398 | 189,988 | ||||||
Hess Corp. | 4,212 | 262,366 | ||||||
|
| |||||||
666,704 | ||||||||
Real Estate Management & Development – 1.9% | ||||||||
CBRE Group, Inc., Class A(1) | 8,916 | 280,765 | ||||||
|
| |||||||
280,765 | ||||||||
Road & Rail – 2.6% | ||||||||
Kansas City Southern | 2,996 | 254,211 | ||||||
Ryder System, Inc. | 1,899 | 141,361 | ||||||
|
| |||||||
395,572 | ||||||||
Specialty Retail – 1.7% | ||||||||
Foot Locker, Inc. | 1,420 | 100,664 | ||||||
Signet Jewelers Ltd. | 1,598 | 150,627 | ||||||
|
| |||||||
251,291 | ||||||||
Technology Hardware, Storage & Peripherals – 1.1% | ||||||||
Western Digital Corp. | 2,345 | 159,343 | ||||||
|
| |||||||
159,343 | ||||||||
Transportation Infrastructure – 0.5% | ||||||||
Macquarie Infrastructure Corp. | 866 | 70,752 | ||||||
|
| |||||||
70,752 | ||||||||
Water Utilities – 1.9% | ||||||||
American Water Works Co., Inc. | 4,003 | 289,657 | ||||||
|
| |||||||
289,657 | ||||||||
Total Common Stocks (Cost $12,950,178) | 13,793,234 |
December 31, 2016 | Principal Amount | Value | ||||||
Short–Term Investment – 7.5% | ||||||||
Repurchase Agreements – 7.5% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $1,118,004, due 1/3/2017(2) | $ | 1,118,000 | $ | 1,118,000 | ||||
Total Repurchase Agreements (Cost $1,118,000) | 1,118,000 | |||||||
Total Investments – 99.9% (Cost $14,068,178) | 14,911,234 | |||||||
Assets in excess of other liabilities – 0.1% | 9,932 | |||||||
Total Net Assets – 100.0% | $ | 14,921,166 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 1,060,000 | $ | 1,141,867 |
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 13,793,234 | $ | — | $ | — | $ | 13,793,234 | ||||||||
Repurchase Agreements | — | 1,118,000 | — | 1,118,000 | ||||||||||||
Total | $ | 13,793,234 | $ | 1,118,000 | $ | — | $ | 14,911,234 |
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 78,380 | ||
Interest | 645 | |||
|
| |||
Total Investment Income | 79,025 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 28,128 | |||
Professional fees | 33,648 | |||
Trustees’ fees | 31,389 | |||
Distribution fees | 9,767 | |||
Transfer agent fees | 9,254 | |||
Custodian and accounting fees | 3,504 | |||
Shareholder reports | 1,000 | |||
Administrative fees | 391 | |||
Other expenses | 5,515 | |||
|
| |||
Total Expenses | 122,596 | |||
Less: Fees waived | (80,014 | ) | ||
|
| |||
Total Expenses, Net | 42,582 | |||
|
| |||
Net Investment Income/(Loss) | 36,443 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments | ||||
Net realized gain/(loss) from investments | 86,924 | |||
Net change in unrealized appreciation/(depreciation) on investments | 843,056 | |||
|
| |||
Net Gain on Investments | 929,980 | |||
|
| |||
Net Increase in Net Assets Resulting From Operations | $ | 966,423 | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
8 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations |
| |||
Net investment income/(loss) | $ | 36,443 | ||
Net realized gain/(loss) from investments | 86,924 | |||
Net change in unrealized appreciation/(depreciation) on investments | 843,056 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | 966,423 | |||
|
| |||
Capital Share Transactions |
| |||
Proceeds from sales of shares | 13,954,743 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 13,954,743 | |||
|
| |||
Net Increase in Net Assets | 14,921,166 | |||
|
| |||
Net Assets |
| |||
Beginning of period | — | |||
|
| |||
End of period | $ | 14,921,166 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 36,443 | ||
|
| |||
Other Information: |
| |||
Shares | ||||
Sold | 1,380,247 | |||
|
| |||
Net Increase | 1,380,247 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, | Net Investment Income2 | Net Realized and Unrealized Gain | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.03 | $ | 0.78 | $ | 0.81 | $ | 10.81 | 8.10% |
10 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 14,921 | 1.09% | 2.80% | 0.93% | (0.76)% | 14% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 11 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Mid Cap Relative Value VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks long-term capital appreciation.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that
security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
12 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are
therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
13 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.72% up to $100 million, 0.67% up to $300 million, 0.62% up to $500 million, and 0.60% in excess of $500 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 1.09% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without
14 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $80,014.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $80,014.
Park Avenue has entered into a Sub-Advisory Agreement with Wells Capital Management Incorporated (“Wells Capital”). Wells Capital is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $9,767 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $14,497,058 and $1,633,805, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN MID CAP RELATIVE VALUE VIP FUND
information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the
time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Mid Cap Relative Value VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Mid Cap Relative Value VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting
held on August 8-9, 2016, the Trustees received materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The Trustees also considered information regarding funds
or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile for Guardian Diversified Research VIP Fund, Guardian
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive specific projected cost and profitability information from certain Subadvisers, the Trustees primarily
considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The Trustees also considered that the Manager did not
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SUPPLEMENTAL INFORMATION (UNAUDITED)
expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8176
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian International Growth VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN INTERNATIONAL GROWTH VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY BY J.P. MORGAN INVESTMENT MANAGEMENT, INC., SUB-ADVISER
Highlights
• | Guardian International Growth VIP Fund (the “Fund”) returned -3.80%, outperforming its benchmark, the MSCI® EAFE® Growth Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s outperformance relative to the Index was primarily due to security selection, especially in the consumer discretionary, information technology and health-care sectors. Stock selection in telecommunication services sector was the largest detractor from the Fund’s relative performance. |
• | The Index delivered a return of -4.12% for the period. This decline was largely due to a sell-off in consumer staples, health care and telecommunication services. |
Market Overview
Markets faltered during the early part of the period as increasing bond yields came to the forefront of investors’ minds, despite taking place slowly. Concerns grew over the impact of rising borrowing costs and implications for the level of multiples investors would be willing to pay for companies. Regulatory and financial problems at Deutsche Bank, and the possible contagion effects on the rest of the European banking sector, also contributed to market anxieties, especially after the German government indicated it would not provide state aid for Deutsche Bank. Global data releases, however, were largely positive and the rotation into cyclical regions and sectors continued.
Developed market equities were broadly higher in the fourth quarter, fueled by generally favorable economic and corporate earnings data from the U.S.
and Europe, a recovery in commodity prices, robust corporate deal activity, the election of Donald Trump, higher bond yields, and indications that the European Central Bank and the Bank of Japan would maintain accommodative monetary policies. In contrast, emerging markets did not fare as well overall. A stronger U.S. dollar and uncertainties over how U.S. President Trump’s policies might affect trade, combined with country-specific developments, weighed on the emerging markets asset class.
Reflecting improved investor sentiment, cyclical stocks outperformed more defensive names. The energy sector was strong as oil prices jumped in the wake of an agreement among oil producers to curtail supplies. Financials also did well as banks and insurers responded positively to higher bond yields and the possibility that a Trump administration might ease regulations.
For U.S.-based investors, however, gains were eroded by currency movements, as the prospect of higher interest rates and stronger growth in the U.S. caused the U.S. dollar to appreciate relative to most major foreign currencies.
Portfolio Review
In a challenging period for international equities, the Fund’s relative outperformance was driven primarily by stock selection. The Fund’s lack of exposure to more defensive areas of the market like consumer staples also helped the Fund’s relative performance.
Throughout the period, we maintained a preference for more cyclical sectors, such as information technology and consumer discretionary, where we found individual stocks with attractive valuations and strong earnings growth on a forward-looking basis. In the fourth quarter, we modestly increased the Fund’s positions in health-care stocks.
1 | MSCI® EAFE® Growth Index (the “Index”), which is a subset of the MSCI® EAFE® Index. The MSCI® EAFE® Index (Europe, Australasia, and Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. “(Gross)” Index results assume the reinvestment of dividends paid on the stocks constituting the Index without any deduction of withholding taxes. You may not invest in the Index and, unlike the Fund, the Index does not incur fees or expenses. |
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GUARDIAN INTERNATIONAL GROWTH VIP FUND
Outlook
The political surprises this year in the U.S. and Europe have given governments a clear mandate to reflate their economies and address inequality. Investors are now expecting significant fiscal stimulus and a continued move away from reliance on monetary policy to reinvigorate economic growth and inflation. We believe that renewed fiscal stimulus should benefit equity markets globally, with a direct effect on some cyclical sectors, and a more general effect through higher economic growth and improved business and consumer confidence. In our opinion, expectations for the number of interest rate hikes by the U.S. Federal Reserve in 2017 have increased. However, we believe that this need not be a headwind for equity markets if they are accompanied by continued economic growth and a strong labor market. This comes at a time when global economic
growth is running at stronger rates than at any time since 2010, and analysts’ expectations for company earnings are improving.
The current backdrop has provided a powerful catalyst for investors to refocus on the historically high levels of dispersion in company valuations across sectors and regions globally. We believe this is very positive for active management and we continue to focus on identifying attractively valued companies with the right business model and management quality, with the potential to outperform their peers. This positive backdrop is not without its risks, however. Political uncertainty is expected to continue in 2017, with a number of important elections in Europe, the start of negotiations related to Brexit (the U.K.’s decision to leave the European Union) and uncertainty over the impact of Trump’s policies on U.S. economic and foreign policy.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investments in growth companies may be highly volatile. Growth stocks may not realize their perceived growth potential and during certain periods the Fund may underperform other equity funds that employ a different style. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. These risks are even greater when investing in emerging markets. Derivative transactions can create leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested and the Fund may not be able to close out a derivative transaction at a favorable time or price. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN INTERNATIONAL GROWTH VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $10,980,329 |
Geographic Region Allocation2 As of December 31, 2016 |
Sector Allocation1 As of December 31, 2016 |
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GUARDIAN INTERNATIONAL GROWTH VIP FUND
Top Ten Holdings2 As of December 31, 2016 | ||||||
Holding | Country | % of Total Net Assets | ||||
Roche Holding AG | Switzerland | 3.73% | ||||
Unilever PLC | United Kingdom | 3.27% | ||||
British American Tobacco PLC | United Kingdom | 3.13% | ||||
Anheuser-Busch InBev S.A. | Belgium | 2.81% | ||||
SAP SE | Germany | 2.74% | ||||
Bayer AG (Reg S) | Germany | 2.71% | ||||
Novo Nordisk A/S, Class B | Denmark | 2.50% | ||||
AIA Group Ltd. | Hong Kong | 2.40% | ||||
Prudential PLC | United Kingdom | 2.38% | ||||
Vodafone Group PLC | United Kingdom | 2.17% | ||||
Total | 27.84% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. Cash includes short-term investments and net other assets and liabilities. |
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian International Growth VIP Fund | 9/1/2016 | — | — | — | -3.80% | |||||||||||||||
MSCI® EAFE® Growth Index | — | — | — | -4.12% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $962.00 | $3.99 | 1.22% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,019.00 | $6.19 | 1.22% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN INTERNATIONAL GROWTH VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 96.9% | ||||||||
Belgium – 2.8% | ||||||||
Anheuser-Busch InBev S.A. | 2,922 | $ | 308,584 | |||||
|
| |||||||
308,584 | ||||||||
Cayman Islands – 2.5% | ||||||||
Baidu, Inc., ADR(1) | 877 | 144,187 | ||||||
Sands China Ltd. | 29,200 | 125,583 | ||||||
|
| |||||||
269,770 | ||||||||
Denmark – 2.5% | ||||||||
Novo Nordisk A/S, Class B | 7,633 | �� | 274,174 | |||||
|
| |||||||
274,174 | ||||||||
Finland – 1.4% | ||||||||
Wartsila OYJ Abp | 3,426 | 153,888 | ||||||
|
| |||||||
153,888 | ||||||||
France – 2.8% | ||||||||
Accor S.A. | 3,102 | 115,646 | ||||||
Safran S.A. | 2,675 | 192,593 | ||||||
|
| |||||||
308,239 | ||||||||
Germany – 12.3% | ||||||||
Bayer AG (Reg S) | 2,858 | 298,164 | ||||||
Continental AG | 963 | 187,462 | ||||||
Fresenius SE & Co. KGaA | 2,688 | 209,971 | ||||||
Henkel AG & Co. KGaA | 1,608 | 191,764 | ||||||
SAP SE | 3,445 | 301,076 | ||||||
Zalando SE(1)(2) | 4,301 | 164,294 | ||||||
|
| |||||||
1,352,731 | ||||||||
Hong Kong – 2.4% | ||||||||
AIA Group Ltd. | 47,000 | 263,024 | ||||||
|
| |||||||
263,024 | ||||||||
Ireland – 1.2% | ||||||||
Ryanair Holdings PLC, ADR(1) | 1,580 | 131,551 | ||||||
|
| |||||||
131,551 | ||||||||
Israel – 1.3% | ||||||||
Teva Pharmaceutical Industries Ltd., ADR | 4,025 | 145,906 | ||||||
|
| |||||||
145,906 | ||||||||
Japan – 17.8% | ||||||||
FANUC Corp. | 900 | 152,191 | ||||||
KDDI Corp. | 6,600 | 166,636 | ||||||
Keyence Corp. | 300 | 205,554 | ||||||
Komatsu Ltd. | 5,400 | 121,884 | ||||||
Kubota Corp. | 10,700 | 152,322 | ||||||
Makita Corp. | 1,900 | 127,100 | ||||||
Nitori Holdings Co. Ltd. | 1,200 | 137,129 | ||||||
Nitto Denko Corp. | 2,100 | 160,795 | ||||||
ORIX Corp. | 9,300 | 144,081 | ||||||
Shimano, Inc. | 1,100 | 172,175 | ||||||
Shiseido Co. Ltd. | 6,300 | 159,153 | ||||||
Sugi Holdings Co. Ltd. | 2,700 | 127,941 | ||||||
Tokyo Electron Ltd. | 1,400 | 131,990 | ||||||
|
| |||||||
1,958,951 |
December 31, 2016 | Shares | Value | ||||||
Netherlands – 7.1% | ||||||||
Akzo Nobel N.V. | 2,791 | $ | 174,302 | |||||
Altice N.V., Class A(1) | 9,738 | 192,619 | ||||||
ASML Holding N.V. | 1,839 | 206,048 | ||||||
RELX N.V. | 12,595 | 211,715 | ||||||
|
| |||||||
784,684 | ||||||||
Norway – 1.2% | ||||||||
Telenor ASA | 8,687 | 129,520 | ||||||
|
| |||||||
129,520 | ||||||||
Republic of Korea – 1.2% | ||||||||
Samsung Electronics Co. Ltd., GDR | 178 | 132,966 | ||||||
|
| |||||||
132,966 | ||||||||
South Africa – 1.2% | ||||||||
Naspers Ltd., Class N | 906 | 132,009 | ||||||
|
| |||||||
132,009 | ||||||||
Spain – 1.3% | ||||||||
Grifols S.A., ADR | 8,997 | 144,582 | ||||||
|
| |||||||
144,582 | ||||||||
Sweden – 1.8% | ||||||||
Atlas Copco AB, Class A | 6,495 | 197,432 | ||||||
|
| |||||||
197,432 | ||||||||
Switzerland – 10.4% | ||||||||
Actelion Ltd. (Reg S)(1) | 767 | 165,785 | ||||||
Cie Financiere Richemont S.A. (Reg S) | 3,249 | 215,122 | ||||||
LafargeHolcim Ltd. (Reg S)(1) | 3,560 | 187,009 | ||||||
Roche Holding AG | 1,798 | 409,680 | ||||||
UBS Group AG (Reg S) | 10,289 | 161,074 | ||||||
|
| |||||||
1,138,670 | ||||||||
Taiwan – 1.0% | ||||||||
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | 3,836 | 110,285 | ||||||
|
| |||||||
110,285 | ||||||||
United Kingdom – 24.7% | ||||||||
Booker Group PLC | 58,666 | 126,567 | ||||||
British American Tobacco PLC | 6,046 | 343,285 | ||||||
Burberry Group PLC | 8,933 | 164,659 | ||||||
Intertek Group PLC | 4,109 | 175,309 | ||||||
Meggitt PLC | 22,998 | 129,873 | ||||||
Persimmon PLC | 5,737 | 125,187 | ||||||
Prudential PLC | 13,117 | 261,634 | ||||||
Reckitt Benckiser Group PLC | 2,773 | 234,414 | ||||||
Shire PLC | 3,847 | 217,995 | ||||||
Unilever PLC | 8,873 | 358,914 | ||||||
Vodafone Group PLC | 97,078 | 238,761 | ||||||
Worldpay Group PLC(2) | 46,921 | 155,608 | ||||||
WPP PLC | 7,788 | 174,106 | ||||||
|
| |||||||
2,706,312 | ||||||||
Total Common Stocks (Cost $11,032,180) | 10,643,278 |
6 | The accompanying notes are an integral part of these financial statements. |
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SCHEDULE OF INVESTMENTS — GUARDIAN INTERNATIONAL GROWTH VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Short–Term Investment – 4.8% | ||||||||
Repurchase Agreements – 4.8% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $529,002, due 1/3/2017(3) | $ | 529,000 | $ | 529,000 | ||||
Total Repurchase Agreements |
| 529,000 | ||||||
Total Investments – 101.7% (Cost $11,561,180) | 11,172,278 | |||||||
Liabilities in excess of other assets – (1.7)% | (191,949 | ) | ||||||
Total Net Assets – 100.0% | $ | 10,980,329 |
(1) | Non-income-producing security. |
(2) | Securities that may be resold in transactions, exempt from registration under Rule 144A under the Securities Act of 1933, as amended, normally to certain qualified buyers. At December 31, 2016, the aggregate market value of these securities amounted to $319,902, representing 2.9% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees. |
(3) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 505,000 | $ | 544,003 |
Legend:
ADR — American Depositary Receipt
GDR — Global Depositary Receipt
The accompanying notes are an integral part of these financial statements. | 7 |
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SCHEDULE OF INVESTMENTS — GUARDIAN INTERNATIONAL GROWTH VIP FUND
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | ||||||||||||||||
Belgium | $ | — | $ | 308,584 | * | $ | — | $ | 308,584 | |||||||
Cayman Islands | 144,187 | 125,583 | * | — | 269,770 | |||||||||||
Denmark | — | 274,174 | * | — | 274,174 | |||||||||||
Finland | — | 153,888 | * | — | 153,888 | |||||||||||
France | — | 308,239 | * | — | 308,239 | |||||||||||
Germany | — | 1,352,731 | * | — | 1,352,731 | |||||||||||
Hong Kong | — | 263,024 | * | — | 263,024 | |||||||||||
Ireland | 131,551 | — | — | 131,551 | ||||||||||||
Israel | 145,906 | — | — | 145,906 | ||||||||||||
Japan | — | 1,958,951 | * | — | 1,958,951 | |||||||||||
Netherlands | — | 784,684 | * | — | 784,684 | |||||||||||
Norway | — | 129,520 | * | — | 129,520 | |||||||||||
Republic of Korea | 132,966 | — | — | 132,966 | ||||||||||||
South Africa | — | 132,009 | * | — | 132,009 | |||||||||||
Spain | 144,582 | — | — | 144,582 | ||||||||||||
Sweden | — | 197,432 | * | — | 197,432 | |||||||||||
Switzerland | — | 1,138,670 | * | — | 1,138,670 | |||||||||||
Taiwan | 110,285 | — | — | 110,285 | ||||||||||||
United Kingdom | — | 2,706,312 | * | — | 2,706,312 | |||||||||||
Repurchase Agreements | — | 529,000 | — | 529,000 | ||||||||||||
Total | $ | 809,477 | $ | 10,362,801 | $ | — | $ | 11,172,278 |
* | Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See Note 2a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1. |
8 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL GROWTH VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 44,556 | ||
Interest | 207 | |||
Withholding taxes on foreign dividends | (5,145 | ) | ||
|
| |||
Total Investment Income | 39,618 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 27,251 | |||
Professional fees | 37,068 | |||
Trustees’ fees | 27,844 | |||
Transfer agent fees | 9,256 | |||
Custodian and accounting fees | 9,097 | |||
Distribution fees | 8,516 | |||
Shareholder reports | 1,000 | |||
Administrative fees | 341 | |||
Other expenses | 5,468 | |||
|
| |||
Total Expenses | 125,841 | |||
|
| |||
Less: Fees waived | (84,283 | ) | ||
|
| |||
Total Expenses, Net | 41,558 | |||
|
| |||
Net Investment Income/(Loss) | (1,940 | ) | ||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Foreign Currency Transactions | ||||
Net realized gain/(loss) from investments | 11,199 | |||
Net realized gain/(loss) from foreign currency transactions | (3,878 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | (388,902 | ) | ||
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies | (558 | ) | ||
|
| |||
Net Loss on Investments and Foreign Currency Transactions | (382,139 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting From Operations | $ | (384,079) | ||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL GROWTH VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations | ||||
Net investment income/(loss) | $ | (1,940 | ) | |
Net realized gain/(loss) from investments and foreign currency transactions | 7,321 | |||
Net change in unrealized appreciation/(depreciation) on investments and translation of | (389,460 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting from Operations | (384,079 | ) | ||
|
| |||
Capital Share Transactions | ||||
Proceeds from sales of shares | 11,364,408 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 11,364,408 | |||
|
| |||
Net Increase in Net Assets | 10,980,329 | |||
|
| |||
Net Assets | ||||
Beginning of period | — | |||
|
| |||
End of period | $ | 10,980,329 | ||
|
| |||
Accumulated Net Investment Loss Included in Net Assets | $ | (1,940 | ) | |
|
| |||
Other Information: | ||||
Shares | ||||
Sold | 1,141,661 | |||
|
| |||
Net Increase | 1,141,661 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
10 | The accompanying notes are an integral part of these financial statements. |
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11 |
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FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL GROWTH VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, Beginning of Period | Net Investment Loss2 | Net Realized and Unrealized Loss | Total Operations | Net Asset Value, End of Period | Total Return4,5 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | (0.00 | )3 | $ | (0.38 | ) | $ | (0.38 | ) | $ | 9.62 | (3.80)% |
12 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL GROWTH VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets4,6 | Gross Ratio of Expenses to Average Net Assets4 | Net Ratio of Net Investment Loss to Average Net Assets4,6 | Gross Ratio of Net Investment Loss to Average Net Assets4 | Portfolio Turnover Rate4 | |||||||||||||||||
$ | 10,980 | 1.22% | 3.20% | (0.06)% | (2.04)% | 8% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Rounds to $(0.00) per share. |
4 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
5 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
6 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Loss to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 13 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTERNATIONAL GROWTH VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian International Growth VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks total return consisting of long-term capital growth and current income.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official
closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related
14 |
Table of Contents
NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTERNATIONAL GROWTH VIP FUND
events after the report date and prior to issuance of the report are not reflected herein.
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore
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classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will
accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.80% of the first $100 million, and 0.75% in excess of $100 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 1.22% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund
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fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $84,283.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $84,283.
Park Avenue has entered into a Sub-Advisory Agreement with J.P. Morgan Investment Management Inc. (“J.P. Morgan”). J.P. Morgan is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $8,516 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $11,828,664 and $807,682, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
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6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate or the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian International Growth VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian International Growth VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The
Trustees also considered information regarding funds or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile
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for Guardian Diversified Research VIP Fund, Guardian Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive
specific projected cost and profitability information from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted
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pursuant to Rule 12b-1 under the 1940 Act. The Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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Table of Contents
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8171
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian International Value VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN INTERNATIONAL VALUE VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY OF LAZARD ASSET MANAGEMENT LLC, SUB-ADVISER
Highlights
• | Guardian International Value VIP Fund (the “Fund”) returned -3.70%, underperforming its benchmark, the MSCI® EAFE® Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s underperformance relative to the Index was primarily due to security selection, especially in the financials sector. |
• | The Index delivered a return of 0.51% for the period. |
Market Overview
The four-month period ended December 31, 2016 was a continuation of the lower quality, risk-on trend (investors move to higher yielding investments due to perceived low financial risk) that began earlier in the third quarter. Market leadership was driven by stocks with lower financial productivity (as measured by return on equity), outperforming stocks with higher financial productivity. This dynamic was most pronounced in continental Europe and Japan. In this environment, international equities rose strongly in local currencies, although in U.S. dollar terms this was offset by the strength of the currency.
Market sentiment received another boost in November with the election of Donald Trump as U.S. President. Investors seemed to focus on the potentially stimulative impact of his policies on growth, including lower taxes, less regulation, and higher infrastructure spending while downplaying (or even ignoring) Trump’s previous statements on trade, immigration, and foreign policy. This outcome accelerated the market rotation into stocks perceived to benefit from rising inflation, rising interest rates, and possibly rising growth.
In this environment financial and commodity stocks rallied strongly. Elsewhere, more defensive sectors such as consumer staples, health care, telecom, and
utilities fell in absolute terms. The strengthening dollar put pressure on emerging market stocks.
Portfolio Review
During the period, in an environment that extended the strong rotation into cyclicals and the low-quality rally that began earlier in the third quarter, the Fund lagged the Index. Much of the underperformance was due to the rally in stocks with negative to low financial productivity that occurred while stocks with higher financial productivity lagged. As we focused on companies with sustainably high, or improving, financial productivity, we were not exposed to some of the best performing stocks within the Index. Furthermore, some of our holdings, despite consistent fundamentals, were negatively impacted by the strong sector rotation.
The most significant source of underperformance was the Fund’s positioning in the financials sector. The Fund was negatively impacted by the opportunity cost of not owning less financially productive stocks in the financials sector. These stocks rallied on the anticipation of earnings improvement, the probability of which we believe is less likely in Europe given the challenging regulatory, tax, and interest rate environment. Nevertheless, we remain underweight in the financials sector compared to the Index, given the numerous risks that we believe are still pervasive in the market.
Additionally, the Fund was negatively impacted by its positioning in the industrials sector, where the Fund remained overweight compared to the Index. The sector was generally led by stocks with lower financial productivity, and additionally, some of the Fund’s holdings in this sector underperformed due to the aforementioned rotation into less financially productive stocks, despite consistent fundamentals.
The Fund was also negatively impacted by its holdings of companies located in emerging markets. This was partly due to the negative impact stemming from U.S. dollar strength following the results of the U.S. election.
1 | The MSCI® EAFE® Index (Europe, Australasia, and Far East) (the “Index”) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. “(Gross)” Index results assume the reinvestment of dividends paid on the stocks constituting the Index without any deduction of withholding taxes. You may not invest in the Index and, unlike the Fund, the Index does not incur fees or expenses. |
1 |
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GUARDIAN INTERNATIONAL VALUE VIP FUND
In contrast, the Fund benefitted from stock selection in the real estate sector.
Outlook
We believe that the tightening labor markets in the U.S., and commodity price increases, spurred in large part by China’s return to debt-fueled investment growth, has driven rising inflation. These factors pressure profit margins and interest rates, both of which we believe are negative for profits and valuations. However, the broader market is now assuming that inflation and fiscal loosening will lead to a generalized pick-up in growth — good inflation — hence the rise in cyclical stocks. We believe that in the short term, rising interest rates could quickly drag down economic activity, as well as the ability of governments to loosen fiscally, given the very high and still rising levels of debt around the world. In emerging markets, much of the debt is in U.S. dollars, has been exacerbating the risk.
The response of the Fund’s management team to a period of weaker relative performance is to continue to focus on fundamental stock analysis. While risk control is important, we believe that stock selection is the key driver of potential returns. Given that the level of macroeconomic and political uncertainty is very high, we are working especially hard to identify investment ideas that we believe have a strong internal or structural dynamic not correlated to, or dependent upon, a certain external environment. At the same time, some of the higher-return companies in which we seek to invest have fallen sharply through the rotation period and we are starting to see signs of relative value again.
Overall, we plan to continue to focus on stock selection and seek stocks that we believe have sustainably high or improving returns while trading at what we believe to be attractive valuations.
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. The Fund invests primarily in equity securities and therefore exposes you to the general risks of investing in stock markets. Investing in large-capitalization companies may involve risks such as having low growth rates, and slow responsiveness to competitive challenges or opportunities than in the case of smaller companies. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. These risks are even greater when investing in emerging markets. Value stocks may not realize their perceived value and during certain periods the Fund may underperform other equity funds that employ a different style. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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Table of Contents
GUARDIAN INTERNATIONAL VALUE VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $14,099,741 |
Geographic Region Allocation2 As of December 31, 2016 | ||||
Sector Allocation1 As of December 31, 2016 | ||||
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GUARDIAN INTERNATIONAL VALUE VIP FUND
Top Ten Holdings2 As of December 31, 2016 | ||||||
Holding | Country | % of Total Net Assets | ||||
Novartis AG (Reg S) | Switzerland | 3.75% | ||||
Prudential PLC | United Kingdom | 3.19% | ||||
British American Tobacco PLC | United Kingdom | 2.77% | ||||
Royal Dutch Shell PLC, Class A | United Kingdom | 2.75% | ||||
Anheuser-Busch InBev S.A. | Belgium | 2.72% | ||||
Shire PLC | United Kingdom | 2.60% | ||||
Daiwa House Industry Co. Ltd. | Japan | 2.46% | ||||
Valeo S.A. | France | 2.45% | ||||
SAP SE | Germany | 2.37% | ||||
Sampo OYJ, Class A | Finland | 2.32% | ||||
Total | 27.38% |
1 | The Fund’s holdings are allocated to each sector based on the MSCI Global Industry Classification Standard (GICS®). Cash includes short-term investments and net other assets and liabilities. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. Cash includes short-term investments and net other assets and liabilities. |
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian International Value VIP Fund | 9/1/2016 | — | — | — | -3.70% | |||||||||||||||
MSCI® EAFE® Index | — | — | — | 0.51% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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Table of Contents
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $963.00 | $3.63 | 1.11% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,019.56 | $5.63 | 1.11% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN INTERNATIONAL VALUE VIP FUND
December 31, 2016 | Shares | Value | ||||||
Common Stocks – 93.7% | ||||||||
Australia – 1.5% | ||||||||
Caltex Australia Ltd. | 9,454 | $ | 207,560 | |||||
|
| |||||||
207,560 | ||||||||
Belgium – 3.4% | ||||||||
Anheuser-Busch InBev S.A. | 3,624 | 382,720 | ||||||
KBC Group N.V. | 1,539 | 95,261 | ||||||
|
| |||||||
477,981 | ||||||||
Bermuda – 1.3% | ||||||||
Signet Jewelers Ltd. | 1,985 | 187,106 | ||||||
|
| |||||||
187,106 | ||||||||
Brazil – 1.1% | ||||||||
BB Seguridade Participacoes S.A. | 17,408 | 150,690 | ||||||
|
| |||||||
150,690 | ||||||||
Canada – 5.7% | ||||||||
Canadian National Railway Co. | 2,615 | 175,989 | ||||||
MacDonald Dettwiler & Associates Ltd. | 1,925 | 95,902 | ||||||
National Bank of Canada | 6,295 | 255,663 | ||||||
Suncor Energy, Inc. | 8,540 | 279,229 | ||||||
|
| |||||||
806,783 | ||||||||
Denmark – 1.1% | ||||||||
Carlsberg A/S, Class B | 1,777 | 153,357 | ||||||
|
| |||||||
153,357 | ||||||||
Finland – 2.3% | ||||||||
Sampo OYJ, Class A | 7,313 | 327,017 | ||||||
|
| |||||||
327,017 | ||||||||
France – 9.5% | ||||||||
Air Liquide S.A. | 2,154 | 239,122 | ||||||
Capgemini S.A. | 3,172 | 267,519 | ||||||
Cie Generale des Etablissements Michelin | 1,814 | 201,769 | ||||||
Valeo S.A. | 6,011 | 345,389 | ||||||
Vinci S.A. | 4,109 | 279,491 | ||||||
|
| |||||||
1,333,290 | ||||||||
Germany – 2.4% | ||||||||
SAP SE | 3,822 | 334,024 | ||||||
|
| |||||||
334,024 | ||||||||
Ireland – 2.2% | ||||||||
James Hardie Industries PLC | 9,696 | 153,527 | ||||||
Ryanair Holdings PLC, ADR(1) | 1,863 | 155,114 | ||||||
|
| |||||||
308,641 | ||||||||
Israel – 1.8% | ||||||||
Teva Pharmaceutical Industries Ltd., ADR | 6,974 | 252,807 | ||||||
|
| |||||||
252,807 | ||||||||
Italy – 0.8% | ||||||||
Azimut Holding S.p.A. | 6,413 | 106,813 | ||||||
|
| |||||||
106,813 | ||||||||
Japan – 17.6% | ||||||||
ABC-Mart, Inc. | 2,500 | 141,421 | ||||||
Daiwa House Industry Co. Ltd. | 12,720 | 346,996 | ||||||
December 31, 2016 | Shares | Value | ||||||
Japan (continued) | ||||||||
Don Quijote Holdings Co. Ltd. | 8,600 | $ | 317,704 | |||||
Hoshizaki Corp. | 200 | 15,810 | ||||||
Isuzu Motors Ltd. | 18,000 | 227,236 | ||||||
Japan Tobacco, Inc. | 5,600 | 183,979 | ||||||
KDDI Corp. | 7,400 | 186,835 | ||||||
Makita Corp. | 3,000 | 200,685 | ||||||
Seven & i Holdings Co. Ltd. | 5,900 | 224,531 | ||||||
Sony Corp. | 10,900 | 302,923 | ||||||
Sumitomo Mitsui Financial Group, Inc. | 6,500 | 246,415 | ||||||
United Arrows Ltd. | 3,100 | 85,347 | ||||||
|
| |||||||
2,479,882 | ||||||||
Luxembourg – 0.6% | ||||||||
RTL Group | 1,255 | 91,986 | ||||||
|
| |||||||
91,986 | ||||||||
Netherlands – 3.3% | ||||||||
Airbus Group SE | 1,537 | 101,440 | ||||||
Koninklijke KPN N.V. | 38,485 | 113,962 | ||||||
Wolters Kluwer N.V. | 6,858 | 248,011 | ||||||
|
| |||||||
463,413 | ||||||||
Norway – 2.6% | ||||||||
Statoil ASA | 9,651 | 175,854 | ||||||
Telenor ASA | 12,444 | 185,535 | ||||||
|
| |||||||
361,389 | ||||||||
Philippines – 0.3% | ||||||||
Alliance Global Group, Inc. | 164,100 | 42,188 | ||||||
|
| |||||||
42,188 | ||||||||
Spain – 0.9% | ||||||||
Red Electrica Corp. S.A. | 6,957 | 131,184 | ||||||
|
| |||||||
131,184 | ||||||||
Sweden – 3.5% | ||||||||
Assa Abloy AB, Class B | 14,436 | 267,788 | ||||||
Swedbank AB, Class A | 9,370 | 226,466 | ||||||
|
| |||||||
494,254 | ||||||||
Switzerland – 3.7% | ||||||||
Novartis AG (Reg S) | 7,274 | 529,101 | ||||||
|
| |||||||
529,101 | ||||||||
Taiwan – 2.2% | ||||||||
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | 10,802 | 310,557 | ||||||
|
| |||||||
310,557 | ||||||||
Turkey – 0.6% | ||||||||
Turkiye Garanti Bankasi A/S | 39,774 | 85,986 | ||||||
|
| |||||||
85,986 | ||||||||
United Kingdom – 25.3% | ||||||||
Aon PLC | 2,544 | 283,732 | ||||||
BHP Billiton PLC | 19,957 | 315,541 | ||||||
British American Tobacco PLC | 6,866 | 389,844 | ||||||
Diageo PLC | 6,014 | 155,589 | ||||||
Direct Line Insurance Group PLC | 21,705 | 98,438 | ||||||
6 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN INTERNATIONAL VALUE VIP FUND
December 31, 2016 | Shares | Value | ||||||
United Kingdom (continued) | ||||||||
Howden Joinery Group PLC | 20,375 | $ | 95,873 | |||||
Informa PLC | 17,772 | 148,835 | ||||||
Provident Financial PLC | 3,804 | 133,738 | ||||||
Prudential PLC | 22,563 | 450,045 | ||||||
RELX PLC | 14,449 | 256,962 | ||||||
Royal Dutch Shell PLC, Class A | 14,069 | 387,667 | ||||||
Shire PLC | 6,478 | 367,084 | ||||||
Unilever PLC | 4,449 | 179,963 | ||||||
Wolseley PLC | 5,084 | 310,603 | ||||||
|
| |||||||
3,573,914 | ||||||||
Total Common Stocks (Cost $13,537,115) | 13,209,923 |
December 31, 2016 | Principal Amount | Value | ||||||
Short–Term Investment – 8.2% | ||||||||
Repurchase Agreements – 8.2% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $1,156,004, due 1/3/2017(2) | $ | 1,156,000 | $ | 1,156,000 | ||||
Total Repurchase Agreements (Cost $1,156,000) | 1,156,000 | |||||||
Total Investments – 101.9% (Cost $14,693,115) | 14,365,923 | |||||||
Liabilities in excess of other assets – (1.9)% | (266,182 | ) | ||||||
Total Net Assets – 100.0% | $ | 14,099,741 |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 1,095,000 | $ | 1,179,570 |
Legend:
ADR — American Depositary Receipt
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | ||||||||||||||||
Australia | $ | — | $ | 207,560 | * | $ | — | $ | 207,560 | |||||||
Belgium | — | 477,981 | * | — | 477,981 | |||||||||||
Bermuda | 187,106 | — | — | 187,106 | ||||||||||||
Brazil | — | 150,690 | * | — | 150,690 | |||||||||||
Canada | 806,783 | — | — | 806,783 | ||||||||||||
Denmark | — | 153,357 | * | — | 153,357 | |||||||||||
Finland | — | 327,017 | * | — | 327,017 | |||||||||||
France | — | 1,333,290 | * | — | 1,333,290 | |||||||||||
Germany | — | 334,024 | * | — | 334,024 | |||||||||||
Ireland | 155,114 | 153,527 | * | — | 308,641 | |||||||||||
Israel | 252,807 | — | — | 252,807 | ||||||||||||
Italy | — | 106,813 | * | — | 106,813 | |||||||||||
Japan | — | 2,479,882 | * | — | 2,479,882 | |||||||||||
Luxembourg | — | 91,986 | * | — | 91,986 | |||||||||||
Netherlands | — | 463,413 | * | — | 463,413 | |||||||||||
Norway | — | 361,389 | * | — | 361,389 | |||||||||||
Philippines | — | 42,188 | * | — | 42,188 | |||||||||||
Spain | — | 131,184 | * | — | 131,184 | |||||||||||
Sweden | — | 494,254 | * | — | 494,254 | |||||||||||
Switzerland | — | 529,101 | * | — | 529,101 | |||||||||||
Taiwan | 310,557 | — | — | 310,557 | ||||||||||||
Turkey | — | 85,986 | * | — | 85,986 | |||||||||||
United Kingdom | 283,732 | 3,290,182 | * | — | 3,573,914 | |||||||||||
Repurchase Agreements | — | 1,156,000 | — | 1,156,000 | ||||||||||||
Total | $ | 1,996,099 | $ | 12,369,824 | $ | — | $ | 14,365,923 |
* | Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See Note 2a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1. |
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL VALUE VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Dividends | $ | 65,596 | ||
Interest | 155 | |||
Withholding taxes on foreign dividends | (8,048 | ) | ||
|
| |||
Total Investment Income | 57,703 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 30,122 | |||
Professional fees | 35,193 | |||
Trustees’ fees | 31,424 | |||
Distribution fees | 9,413 | |||
Custodian and accounting fees | 9,333 | |||
Transfer agent fees | 9,265 | |||
Shareholder reports | 1,000 | |||
Administrative fees | 377 | |||
Other expenses | 5,501 | |||
|
| |||
Total Expenses | 131,628 | |||
Less: Fees waived | (89,833 | ) | ||
|
| |||
Total Expenses, Net | 41,795 | |||
|
| |||
Net Investment Income/(Loss) | 15,908 | |||
|
| |||
Realized Gain/(Loss) and Change in | ||||
Net realized gain/(loss) from investments | (64,705 | ) | ||
Net realized gain/(loss) from foreign currency transactions | 341 | |||
Net change in unrealized appreciation/(depreciation) on investments | (327,192 | ) | ||
Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies | (405 | ) | ||
|
| |||
Net Loss on Investments and Foreign Currency Transactions | (391,961 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting From Operations | $ | (376,053 | ) | |
|
| |||
1 | Commenced operations on September 1, 2016. |
8 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL VALUE VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations |
| |||
Net investment income/(loss) | $ | 15,908 | ||
Net realized gain/(loss) from investments and foreign currency transactions | (64,364 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments and translation of | (327,597 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting from Operations | (376,053 | ) | ||
|
| |||
Capital Share Transactions |
| |||
Proceeds from sales of shares | 14,475,794 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share Transactions | 14,475,794 | |||
|
| |||
Net Increase in Net Assets | 14,099,741 | |||
|
| |||
Net Assets |
| |||
Beginning of period | — | |||
|
| |||
End of period | $ | 14,099,741 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 15,908 | ||
|
| |||
Other Information: |
| |||
Shares | ||||
Sold | 1,463,940 | |||
|
| |||
Net Increase | 1,463,940 | |||
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 9 |
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FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL VALUE VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, | Net Investment Income2 | Net Realized and Unrealized Loss | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.01 | $ | (0.38 | ) | $ | (0.37 | ) | $ | 9.63 | (3.70 | )% |
10 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN INTERNATIONAL VALUE VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 14,100 | 1.11% | 3.11% | 0.42% | (1.58)% | 8% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 11 |
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTERNATIONAL VALUE VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian International Value VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks long-term capital appreciation.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the
closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts, if any, are valued at the mean between the bid and ask rates for the specified time interpolated from rates for proximate time periods. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities. Certain foreign equity instruments are valued by applying international fair value factors provided by approved pricing services. The factors seek to adjust the local closing price for movements of local markets post closing, but prior to the time the NAVs are calculated. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTERNATIONAL VALUE VIP FUND
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active
listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended December 31, 2016, the Fund did not hold any derivatives.
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTERNATIONAL VALUE VIP FUND
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. The market value of investment securities and other assets and liabilities are translated at the exchange rate as of the valuation date. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included in the Change in net realized and unrealized gain or loss from investments on the Statement of Operations.
Reported realized foreign currency gains and losses arise from the disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books on the transaction date and the U.S. dollar equivalent of the amounts actually received or paid. These reported realized foreign currency gains and losses, if any, are included in Net realized gain/(loss) on foreign currency transactions on the Statement of Operations. Unrealized foreign currency gains and losses arise from changes (due to changes in exchange rates) in the value of foreign currency and other assets and liabilities denominated in foreign currencies, which are held at period end, if any, and are included in Net change in unrealized appreciation/(depreciation) on translation of assets and liabilities in foreign currencies on the Statement of Operations.
d. Foreign Capital Gains Tax The Fund may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
e. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
f. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
g. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.80% of the first $100 million, and 0.75% in excess of $100 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 1.11% of the Fund’s average daily net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without action by the Board of Trustees, may be terminated
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTERNATIONAL VALUE VIP FUND
only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $89,833.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $89,833.
Park Avenue has entered into a Sub-Advisory Agreement with Lazard Asset Management LLC (“Lazard”). Lazard is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $9,413 to PAS.
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be
treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $14,463,080 and $861,260, respectively, for the period ended December 31, 2016. During the period ended December 31, 2016, there were no purchases or sales of U.S. government securities.
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller with which the Fund enters into repurchase agreements.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN INTERNATIONAL VALUE VIP FUND
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged
on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of
the Guardian International Value VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian International Value VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting held on August 8-9, 2016, the Trustees received
materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the Subadvisers (or their respective affiliates) from their relationships with the Funds.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The Trustees also considered information regarding funds
or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile for Guardian Diversified Research VIP Fund, Guardian
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet commenced operations at the time of the Board meeting. Although the Trustees did not receive specific projected cost and profitability information
from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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SUPPLEMENTAL INFORMATION (UNAUDITED)
The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8172
Table of Contents
Guardian Variable
Products Trust
2016
Annual Report
All Data as of December 31, 2016
Guardian Core Plus Fixed Income VIP Fund
Not FDIC insured. May lose value. No bank guarantee. | www.guardianlife.com |
Table of Contents
Except as otherwise specifically stated, all information, including portfolio security positions, is as of December 31, 2016. The views expressed in the Fund Commentary are those of the Fund’s portfolio manager(s) as of the date of this report and are subject to change without notice. They do not necessarily represent the views of Park Avenue Institutional Advisers LLC or a sub-adviser. The Fund Commentary may contain some forward-looking statements providing expectations or forecasts of future events as of the date of this report; they do not necessarily relate to historical or current facts. There can be no guarantee that any forward-looking statement will be realized. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary. Information contained herein has been obtained from sources believed reliable, but is not guaranteed.
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GUARDIAN CORE PLUS FIXED INCOME VIP FUND
The Statement of Additional Information provides further information about the investment team, including information regarding their compensation, other accounts they manage, and their ownership interests in the Fund. For information on how to receive a copy of the Statement of Additional Information, please see the back cover of the Prospectus or visit our website at http://prospectuses.guardianlife.com/VPT.
FUND COMMENTARY OF LORD, ABBETT & CO. LLC, SUB-ADVISER
Highlights
• | Guardian Core Plus Fixed Income VIP Fund (the “Fund”) returned -2.70%, outperforming its benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index1 (the “Index”), for the four-month period ended December 31, 2016. The Fund’s outperformance relative to the Index was primarily due to security selection and an overweight to high yield corporate bonds and security selection within investment grade corporates. |
• | The Index returned -3.03% for the period. This decline was largely due to a sell-off in interest rate sensitive products. |
Market Overview
In 2016, the fixed income market saw record lows for the 10-year and 30-year Treasuries and higher levels of volatility. In addition, the year was shaped by three major events: Brexit (the U.K.’s decision to leave the European Union), the election of Donald Trump, and the Federal Open Market Committee’s (FOMC) decision to raise short-term interest rates by 0.25% to a range of 0.50-0.75% on December 14, 2016. From the record lows triggered by Brexit on July 8, 2016, to the presidential election on November 8, 2016, we witnessed interest rates move steadily higher; however, following the election, the Treasury market experienced a sharp sell-off. This sharp move in interest rates caused interest rate sensitive products to sell-off during the fourth quarter. Nonetheless, most areas of the U.S. fixed income market ended the year with positive performance, with credit-sensitive sectors performing best.
Portfolio Review
Security selection within the investment grade corporate sector compared to the Index was the largest contributor to relative performance during the period. More specifically, performance was driven by an overweight to ‘BBB’ rated2 securities. Within the investment grade credit spectrum, ‘BBB’ rated securities generated the highest returns. In addition, security selection and an overweight to high yield corporates compared to the Index also contributed to performance during the period. High yield corporates benefited from a continued search for yield and stabilizing energy prices.
Security selection within mortgage-backed securities (MBS) and an overweight to asset-backed securities (ABS) detracted from relative performance. We believe that the ABS sector, however, continues to offer an attractive risk/reward profile, liquidity, diversification, and lower interest rate sensitivity.
Outlook
We remain generally optimistic that the U.S. economy will continue to grow at a moderate pace given expectations for tax cuts, increased infrastructure spending, and deregulation. In our view, these market elements along with a tighter labor market should create the potential for inflationary pressures to build. We view credit-sensitive sectors of the market as representing attractive relative value, although we believe there is the potential for episodes of credit spread widening. Therefore, we believe it is prudent to maintain a higher credit quality bias in order to be well positioned for periods of potential volatility.
1 | The Bloomberg Barclays U.S. Aggregate Bond Index (the “Index”) is generally considered to be representative of U.S. bond market activity. The Index is an unmanaged index that is not available for direct investment. There are no expenses associated with the Index, while there are expenses associated with the Fund. |
2 | Standard & Poor’s letter rating methodology. An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
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GUARDIAN CORE PLUS FIXED INCOME VIP FUND
Funds in the Guardian Variable Products Trust are sold by prospectus only. You should carefully consider the investment objectives, risks, charges and expenses of the Funds before making an investment decision. The prospectus contains this and other important information. Please read it carefully before investing or sending money. Please visit our website at http://prospectuses.guardianlife.com/VPT or to obtain a printed copy, call 800-221-3253.
As with all mutual funds, the value of an investment in the Fund could decline, and you could lose money. Diversification does not guarantee profit or protect against loss, and there can be no assurance that the Fund will achieve its investment objective. Bond funds are subject to interest rate risk, credit risk, and prepayment risk. When interest rates rise, bond prices generally fall, and when interest rates fall, bond prices generally rise. Currently, interest rates are at or near historically low levels. Please keep in mind that in this kind of environment, the risk that bond prices may fall when interest rates rise is potentially greater. Derivative transactions can create leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested and the Fund may not be able to close out a derivative transaction at a favorable time or price. International investing involves special risks, which include changes in currency rates, foreign taxation and differences in auditing standards and securities regulations, political uncertainty and greater volatility. Foreign securities are subject to political, regulatory, economic, and exchange-rate risks not present in domestic investments. These risks are even greater when investing in emerging markets. The value of a debt security is affected by changes in interest rates and is subject to any credit risk of the issuer or guarantor of the security. Investing in a more limited number of issuers and sectors can be subject to greater market fluctuation. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. Fund holdings will vary.
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GUARDIAN CORE PLUS FIXED INCOME VIP FUND
Fund Characteristics (unaudited)
Total Net Assets: $24,887,583 |
Bond Sector Allocation2 As of December 31, 2016 |
Bond Quality Allocation1 As of December 31, 2016 |
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GUARDIAN CORE PLUS FIXED INCOME VIP FUND
Top Ten Holdings2 As of December 31, 2016 | ||||||||||||
Holding | Coupon Rate | Maturity Date | % of Total Net Assets | |||||||||
U.S. Treasury Notes | 2.625% | 11/15/2020 | 13.08% | |||||||||
U.S. Treasury Notes | 0.875% | 10/15/2017 | 12.54% | |||||||||
FNMA | 3.500% | 1/1/2047 | 7.00% | |||||||||
U.S. Treasury Notes | 1.750% | 11/30/2021 | 6.50% | |||||||||
FNMA | 3.000% | 1/1/2047 | 4.85% | |||||||||
FNMA | 4.000% | 1/1/2047 | 4.48% | |||||||||
U.S. Treasury Notes | 1.250% | 11/15/2018 | 3.47% | |||||||||
U.S. Treasury Bond | 2.250% | 8/15/2046 | 2.89% | |||||||||
FNMA | 3.000% | 1/1/2032 | 2.68% | |||||||||
U.S. Treasury Notes | 2.125% | 8/15/2021 | 2.25% | |||||||||
Total | 59.74% |
1 | The Bond Quality Allocation chart displays the percentage of fund assets allocated to each rating. Rating agencies’ independent ratings of individual securities are aggregated by Barclays, and market weights are reported using Standard & Poor’s letter rating conventions. Rating methodology uses the middle rating of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and Fitch Ratings. When a rating from only two of the rating agencies is available, the lower rating is used. Credit quality ratings assigned by a rating agency are subject to change periodically and are not absolute standards of credit quality. Rating agencies may fail to make timely changes in credit ratings, and an issuer’s current financial condition may be better or worse than a rating indicates. In formulating investment decisions for the Fund, Lord, Abbett & Co. LLC develops its own analysis of the credit quality and risks associated with individual debt instruments, rather than relying exclusively on rating agency ratings. |
2 | Portfolio holdings are subject to change and should not be considered a recommendation to buy or sell individual securities. Cash includes short-term investment and net other assets and liabilities. |
Average Annual Total Returns As of December 31, 2016 | ||||||||||||||||||||
Inception Date | 1 Year | 5 Year | 10 Year | Since Inception* | ||||||||||||||||
Guardian Core Plus Fixed Income VIP Fund | 9/1/2016 | — | — | — | -2.70% | |||||||||||||||
Bloomberg Barclays U.S. Aggregate Bond Index | — | — | — | -3.03% |
* | Since inception returns are not annualized and represent cumulative total returns. |
Performance quoted represents past performance and does not guarantee or predict future results. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. The Fund’s fees and expenses are detailed in the Financial Highlights section of this report. Fees and expenses are factored into the net asset value of Fund shares and any performance numbers we release. Total return figures include the effect of expense limitations in effect during the periods shown, if applicable; without such limitations, the performance shown would have been lower. Performance results assume the reinvestment of dividends and capital gains. The return figures shown do not reflect the deduction of taxes that a contract owner/policyholder may pay on redemption units. The actual total returns for owners of variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Current and month-end performance information, which may be lower or higher than that cited, is available by calling 800-221-3253 and is periodically updated on our website: http://guardianlife.com.
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UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 1, 2016 (commencement of operations), to December 31, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
Beginning 7/1/16 | Ending Account Value | Expenses Paid During Period 7/1/16-12/31/16 | Expense Ratio During Period 7/1/16-12/31/16 | |||||||||||
Based on Actual Return* | $1,000.00 | $973.00 | $2.66 | 0.81% | ||||||||||
Based on Hypothetical Return (5% Return Before Expenses)** | $1,000.00 | $1,021.06 | $4.12 | 0.81% |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 122/366 (to reflect the period from September 1, 2016 (commencement of operations) through December 31, 2016). |
** | Expenses (hypothetical expenses if the Fund had been in existence from 7/1/2016) are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). |
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SCHEDULE OF INVESTMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Agency Mortgage-Backed Securities – 22.4% | ||||||||
FHLMC | ||||||||
0.75% due 4/9/2018 | $ | 542,000 | $ | 540,000 | ||||
0.875% due 3/7/2018 | 300,000 | 299,611 | ||||||
FNMA | ||||||||
3.00% due 1/1/2032(1) | 650,000 | 667,012 | ||||||
3.00% due 1/1/2047(1) | 1,215,000 | 1,206,998 | ||||||
3.50% due 1/1/2047(1) | 1,700,000 | 1,742,367 | ||||||
4.00% due 1/1/2047(1) | 1,060,000 | 1,114,387 | ||||||
Total Agency Mortgage-Backed Securities (Cost $5,570,195) | 5,570,375 | |||||||
Asset-Backed Securities – 19.1% | ||||||||
Ally Master Owner Trust | ||||||||
2014-4 A2 | 62,000 | 62,037 | ||||||
2014-5 A2 | 22,000 | 22,034 | ||||||
2015-3 A | 41,000 | 40,950 | ||||||
American Express Credit Account Master Trust | 100,000 | 100,227 | ||||||
AmeriCredit Automobile Receivables Trust | ||||||||
2014-1 B | 87,000 | 87,115 | ||||||
2014-1 C | 40,000 | 40,226 | ||||||
2016-4 A2A | 20,000 | 19,990 | ||||||
Ares XXXIII CLO Ltd. | 250,000 | 249,875 | ||||||
Ascentium Equipment Receivables Trust | ||||||||
2016-2A A2 | 13,000 | 12,968 | ||||||
2016-2A A3 | 14,000 | 13,949 | ||||||
2016-2A B | 9,000 | 8,954 | ||||||
Avis Budget Rental Car Funding AESOP LLC | ||||||||
2013-2A A | 100,000 | 101,035 | ||||||
2014-1A A | 100,000 | 99,759 | ||||||
BlueMountain CLO Ltd. | 250,000 | 249,875 | ||||||
California Republic Auto Receivables Trust | ||||||||
2015-2 B | 87,000 | 86,219 | ||||||
2015-3 A4 | 34,000 | 34,166 | ||||||
2015-4 A4 | 97,000 | 97,873 | ||||||
December 31, 2016 | Principal Amount | Value | ||||||
Asset-Backed Securities (continued) | ||||||||
2016-1 A2 | $ | 105,917 | $ | 106,003 | ||||
2016-1 A4 | 57,000 | 57,304 | ||||||
2016-2 A4 | 84,000 | 83,475 | ||||||
Capital One Multi-Asset Execution Trust | 83,000 | 83,337 | ||||||
CarMax Auto Owner Trust | ||||||||
2013-4 A3 | 3,214 | 3,213 | ||||||
2015-2 A4 | 40,000 | 39,992 | ||||||
2016-3 A4 | 50,000 | 49,312 | ||||||
2016-4 A2 | 17,000 | 16,966 | ||||||
2016-4 A3 | 8,000 | 7,914 | ||||||
2016-4 A4 | 10,000 | 9,820 | ||||||
Chrysler Capital Auto Receivables Trust | ||||||||
2014-BA D | 17,000 | 17,213 | ||||||
2016-AA C | 6,000 | 5,983 | ||||||
CNH Equipment Trust | ||||||||
2015-A A4 | 65,000 | 65,218 | ||||||
2015-B A4 | 45,000 | 45,075 | ||||||
2016-A A4 | 115,000 | 114,125 | ||||||
Discover Card Execution Note Trust | ||||||||
2014-A5 A | 200,000 | 200,297 | ||||||
2016-A4 A4 | 100,000 | 98,859 | ||||||
Drive Auto Receivables Trust | ||||||||
2015-AA B | 61,044 | 61,130 | ||||||
2015-BA B | 43,754 | 43,801 | ||||||
2015-BA C | 117,000 | 117,745 | ||||||
2016-BA A3 | 47,000 | 47,039 | ||||||
2016-CA B | 14,000 | 13,794 | ||||||
2016-CA C | 37,000 | 36,671 | ||||||
2016-CA D | 9,000 | 8,999 | ||||||
First Investors Auto Owner Trust | 23,780 | 23,704 | ||||||
6 | The accompanying notes are an integral part of these financial statements. |
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SCHEDULE OF INVESTMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Asset-Backed Securities (continued) | ||||||||
Ford Credit Auto Owner Trust | ||||||||
2014-C A3 | $ | 89,886 | $ | 89,833 | ||||
2016-C A2A | 35,000 | 34,925 | ||||||
2016-C B | 17,000 | 16,779 | ||||||
2016-C C | 10,000 | 9,828 | ||||||
Ford Credit Floorplan Master Owner Trust A | 99,000 | 98,743 | ||||||
Honda Auto Receivables Owner Trust | ||||||||
2014-4 A3 | 24,323 | 24,305 | ||||||
2015-1 A3 | 96,835 | 96,779 | ||||||
2016-4 A2 | 34,000 | 33,919 | ||||||
Huntington Auto Trust | 44,000 | 43,938 | ||||||
Hyundai Auto Receivables Trust | 41,000 | 40,878 | ||||||
LCM XXII Ltd. | 250,000 | 250,429 | ||||||
Leaf Receivables Funding 11 LLC | 79,787 | 79,730 | ||||||
Mercedes-Benz Auto Receivables Trust | ||||||||
2015-1 A3 | 135,000 | 134,957 | ||||||
2016-1 A2A | 65,000 | 64,983 | ||||||
NextGear Floorplan Master Owner Trust | 195,000 | 195,025 | ||||||
OSCAR U.S. Funding Trust V | 50,000 | 50,061 | ||||||
Santander Drive Auto Receivables Trust | ||||||||
2014-2 C | 87,000 | 87,435 | ||||||
2015-4 C | 29,000 | 29,278 | ||||||
2016-3 A2 | 22,000 | 22,005 | ||||||
2016-3 B | 12,000 | 11,934 | ||||||
SunTrust Auto Receivables Trust | 96,000 | 95,988 | ||||||
December 31, 2016 | Principal Amount | Value | ||||||
Asset-Backed Securities (continued) | ||||||||
Synchrony Credit Card Master Note Trust | ||||||||
2014-1 A | $ | 100,000 | $ | 100,188 | ||||
2016-2 B | 101,000 | 102,799 | ||||||
TCF Auto Receivables Owner Trust | ||||||||
2016-1A A2 | 41,000 | 40,948 | ||||||
2016-1A B | 69,000 | 67,692 | ||||||
2016-PT1A B | 23,000 | 22,915 | ||||||
Wells Fargo Dealer Floorplan Master Note Trust | ||||||||
2012-2 A | 105,000 | 105,121 | ||||||
2014-1 A | 70,000 | 70,007 | ||||||
Westlake Automobile Receivables Trust | 10,000 | 9,930 | ||||||
World Financial Network Credit Card Master Trust | 42,000 | 42,025 | ||||||
Total Asset-Backed Securities (Cost $4,773,062) | 4,757,618 | |||||||
Corporate Bonds & Notes – 24.9% | ||||||||
Aerospace & Defense – 0.1% | ||||||||
Embraer S.A. | 15,000 | 15,573 | ||||||
|
| |||||||
15,573 | ||||||||
Agriculture – 0.1% | ||||||||
Reynolds American, Inc. | 15,000 | 17,230 | ||||||
|
| |||||||
17,230 | ||||||||
Airlines – 0.0% | ||||||||
Air Canada | 10,000 | 11,175 | ||||||
|
| |||||||
11,175 | ||||||||
Auto Manufacturers – 0.7% | ||||||||
Ford Motor Co. | 60,000 | 75,303 | ||||||
General Motors Co. | 80,000 | 91,440 | ||||||
|
| |||||||
166,743 | ||||||||
Auto Parts & Equipment – 0.1% | ||||||||
MPG Holdco I, Inc. | 15,000 | 15,675 | ||||||
|
| |||||||
15,675 |
The accompanying notes are an integral part of these financial statements. | 7 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Beverages – 0.6% | ||||||||
Anheuser-Busch InBev Finance, Inc. | $ | 135,000 | $ | 142,002 | ||||
|
| |||||||
142,002 | ||||||||
Biotechnology – 0.4% | ||||||||
Amgen, Inc. | 85,000 | 88,196 | ||||||
|
| |||||||
88,196 | ||||||||
Building Materials – 0.3% | ||||||||
Standard Industries, Inc. | 75,000 | 78,938 | ||||||
|
| |||||||
78,938 | ||||||||
Chemicals – 0.4% | ||||||||
Blue Cube Spinco, Inc. | 50,000 | 60,375 | ||||||
GCP Applied Technologies, Inc. | 10,000 | 11,475 | ||||||
The Chemours Co. | 12,000 | 11,820 | ||||||
Valvoline, Inc. | 25,000 | 25,875 | ||||||
|
| |||||||
109,545 | ||||||||
Commercial Banks – 4.3% | ||||||||
Bank of America Corp. | 110,000 | 111,332 | ||||||
Citigroup, Inc. | ||||||||
4.45% due 9/29/2027 | 49,000 | 49,777 | ||||||
5.50% due 9/13/2025 | 55,000 | 60,446 | ||||||
JPMorgan Chase & Co. | ||||||||
2.112% due 10/24/2023(3) | 53,000 | 54,058 | ||||||
4.25% due 10/1/2027 | 100,000 | 102,743 | ||||||
Morgan Stanley | ||||||||
3.125% due 7/27/2026 | 43,000 | 41,081 | ||||||
3.875% due 1/27/2026 | 17,000 | 17,172 | ||||||
4.00% due 7/23/2025 | 65,000 | 66,626 | ||||||
Popular, Inc. | 25,000 | 25,781 | ||||||
Santander U.K. PLC | 72,000 | 83,909 | ||||||
The Goldman Sachs Group, Inc. | 120,000 | 148,748 | ||||||
The Toronto-Dominion Bank | 48,000 | 46,888 | ||||||
Wells Fargo & Co. | ||||||||
3.00% due 10/23/2026 | 58,000 | 55,239 | ||||||
4.10% due 6/3/2026 | 150,000 | 151,978 | ||||||
Westpac Banking Corp. | 51,000 | 51,162 | ||||||
|
| |||||||
1,066,940 | ||||||||
Computers – 0.3% | ||||||||
Diamond 1 Finance Corp. / Diamond 2 Finance Corp. | 75,000 | 81,247 | ||||||
|
| |||||||
81,247 |
December 31, 2016 | Principal Amount | Value | ||||||
Cosmetics & Personal Care – 0.0% | ||||||||
Revlon Consumer Products Corp. | $ | 8,000 | $ | 8,200 | ||||
|
| |||||||
8,200 | ||||||||
Diversified Financial Services – 1.1% | ||||||||
Affiliated Managers Group, Inc. | 25,000 | 25,131 | ||||||
CME Group, Inc. | 75,000 | 87,862 | ||||||
Nationstar Mortgage LLC / Nationstar Capital Corp. | 20,000 | 20,250 | ||||||
Navient Corp. | 30,000 | 31,725 | ||||||
Neuberger Berman Group LLC / Neuberger Berman Finance Corp. | 30,000 | 31,012 | ||||||
OM Asset Management PLC | 25,000 | 23,687 | ||||||
Scottrade Financial Services, Inc. | 40,000 | 45,225 | ||||||
|
| |||||||
264,892 | ||||||||
Electric – 1.5% | ||||||||
Appalachian Power Co. | 45,000 | 59,343 | ||||||
Berkshire Hathaway Energy Co. | 37,000 | 48,162 | ||||||
Dominion Resources, Inc. | 55,000 | 70,243 | ||||||
Exelon Generation Co. LLC | 70,000 | 64,810 | ||||||
Georgia Power Co. | 80,000 | 83,980 | ||||||
ITC Holdings Corp. | 35,000 | 34,001 | ||||||
Massachusetts Electric Co. | 25,000 | 24,003 | ||||||
|
| |||||||
384,542 | ||||||||
Entertainment – 0.2% | ||||||||
AMC Entertainment Holdings, Inc. | 22,000 | 22,495 | ||||||
Eldorado Resorts, Inc. | 15,000 | 15,900 | ||||||
Mohegan Tribal Gaming Authority | 18,000 | 18,360 | ||||||
|
| |||||||
56,755 | ||||||||
Food – 0.3% | ||||||||
Arcor SAIC | 13,000 | 13,552 | ||||||
Kraft Heinz Foods Co. | 45,000 | 56,536 | ||||||
|
| |||||||
70,088 |
8 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Healthcare-Services – 0.3% | ||||||||
Acadia Healthcare Co., Inc. | $ | 35,000 | $ | 35,000 | ||||
HCA, Inc. | 10,000 | 10,600 | ||||||
MPH Acquisition Holdings LLC | 20,000 | 21,052 | ||||||
Surgical Care Affiliates, Inc. | 10,000 | 10,325 | ||||||
|
| |||||||
76,977 | ||||||||
Household Products & Wares – 0.5% | ||||||||
Central Garden & Pet Co. | 25,000 | 26,375 | ||||||
Kimberly-Clark de Mexico S.A.B. de C.V. | 100,000 | 98,726 | ||||||
|
| |||||||
125,101 | ||||||||
Insurance – 0.3% | ||||||||
Lincoln National Corp. | 5,000 | 5,889 | ||||||
Teachers Insurance & Annuity Association of America | 53,000 | 57,333 | ||||||
|
| |||||||
63,222 | ||||||||
Internet – 0.6% | ||||||||
Amazon.com, Inc. | 99,000 | 108,965 | ||||||
Netflix, Inc. | 30,000 | 29,100 | ||||||
|
| |||||||
138,065 | ||||||||
Leisure Time – 0.3% | ||||||||
Carnival PLC | 30,000 | 37,983 | ||||||
Royal Caribbean Cruises Ltd. | 30,000 | 35,400 | ||||||
|
| |||||||
73,383 | ||||||||
Machinery-Diversified – 0.0% | ||||||||
SPX FLOW, Inc. | 12,000 | 12,090 | ||||||
|
| |||||||
12,090 | ||||||||
Media – 1.8% | ||||||||
21st Century Fox America, Inc. | 60,000 | 75,345 | ||||||
CCO Holdings LLC / CCO Holdings Capital Corp. | 20,000 | 20,700 | ||||||
Comcast Corp. | 60,000 | 81,835 | ||||||
Cox Communications, Inc. | 30,000 | 37,413 | ||||||
Discovery Communications LLC | 40,000 | 42,476 | ||||||
DISH DBS Corp. | 29,000 | 32,697 | ||||||
December 31, 2016 | Principal Amount | Value | ||||||
Media (continued) | ||||||||
Grupo Televisa S.A.B. | $ | 16,000 | $ | 16,766 | ||||
Time Warner Cable LLC | 44,000 | 54,126 | ||||||
Time Warner Entertainment Co. LP | 18,000 | 23,584 | ||||||
Univision Communications, Inc. | 25,000 | 23,906 | ||||||
Viacom, Inc. | 30,000 | 26,744 | ||||||
|
| |||||||
435,592 | ||||||||
Metal Fabricate & Hardware – 0.0% | ||||||||
Grinding Media, Inc. / MC Grinding Media Canada, Inc. | 9,000 | 9,455 | ||||||
|
| |||||||
9,455 | ||||||||
Mining – 1.0% | ||||||||
Aleris International, Inc. | 9,000 | 9,653 | ||||||
Barrick PD Australia Finance Pty. Ltd. | 15,000 | 15,864 | ||||||
Coeur Mining, Inc. | 6,000 | 6,225 | ||||||
Freeport-McMoRan, Inc. | 34,000 | 31,195 | ||||||
Glencore Finance Canada Ltd. | 50,000 | 49,500 | ||||||
Goldcorp, Inc. | 20,000 | 19,618 | ||||||
HudBay Minerals, Inc. | ||||||||
7.25% due 1/15/2023(2) | 3,000 | 3,105 | ||||||
7.625% due 1/15/2025(2) | 5,000 | 5,197 | ||||||
New Gold, Inc. | 41,000 | 42,025 | ||||||
Teck Resources Ltd. | 55,000 | 55,275 | ||||||
|
| |||||||
237,657 | ||||||||
Miscellaneous Manufacturing – 0.6% | ||||||||
Gates Global LLC / Gates Global Co. | 25,000 | 24,450 | ||||||
General Electric Co. | 75,000 | 99,835 | ||||||
Trinity Industries, Inc. | 25,000 | 24,037 | ||||||
|
| |||||||
148,322 | ||||||||
Oil & Gas – 1.4% | ||||||||
Carrizo Oil & Gas, Inc. | 10,000 | 10,250 | ||||||
EP Energy LLC / Everest Acquisition Finance, Inc. | 38,000 | 40,838 | ||||||
The accompanying notes are an integral part of these financial statements. | 9 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Oil & Gas (continued) | ||||||||
Helmerich & Payne International Drilling Co. | $ | 15,000 | $ | 15,499 | ||||
Kerr-McGee Corp. | 40,000 | 51,221 | ||||||
Murphy Oil Corp. | 14,000 | 14,910 | ||||||
Noble Holding International Ltd. | 36,000 | 33,862 | ||||||
Petrobras Global Finance B.V. | 18,000 | 15,727 | ||||||
Petroleos Mexicanos | 32,000 | 29,152 | ||||||
Precision Drilling Corp. | 8,000 | 8,440 | ||||||
Shell International Finance B.V. | 55,000 | 70,927 | ||||||
Valero Energy Corp. | 25,000 | 38,234 | ||||||
YPF S.A. | 28,000 | 28,392 | ||||||
|
| |||||||
357,452 | ||||||||
Oil & Gas Services – 1.2% | ||||||||
FTS International, Inc. | 25,000 | 25,000 | ||||||
Halliburton Co. | 45,000 | 56,075 | ||||||
National Oilwell Varco, Inc. | 50,000 | 46,337 | ||||||
Oceaneering International, Inc. | 50,000 | 49,318 | ||||||
Schlumberger Investment S.A. | 35,000 | 36,662 | ||||||
Transocean Proteus Ltd. | 20,000 | 20,187 | ||||||
Trinidad Drilling Ltd. | 25,000 | 24,937 | ||||||
Weatherford International Ltd. | 35,000 | 34,650 | ||||||
|
| |||||||
293,166 | ||||||||
Pharmaceuticals – 0.2% | ||||||||
Mylan N.V. | 55,000 | 51,472 | ||||||
|
| |||||||
51,472 | ||||||||
Pipelines – 1.7% | ||||||||
Enbridge Energy Partners LP | 40,000 | 45,462 | ||||||
Energy Transfer Partners LP | 75,000 | 81,268 | ||||||
Gulfstream Natural Gas System LLC | 50,000 | 51,803 | ||||||
Kinder Morgan, Inc. | 85,000 | 104,164 | ||||||
December 31, 2016 | Principal Amount | Value | ||||||
Pipelines (continued) | ||||||||
Ruby Pipeline LLC | $ | 35,000 | $ | 35,925 | ||||
Tesoro Logistics LP / Tesoro Logistics Finance Corp. | 8,000 | 8,170 | ||||||
The Williams Companies, Inc. | 45,000 | 54,337 | ||||||
TransCanada PipeLines Ltd. | 25,000 | 35,791 | ||||||
|
| |||||||
416,920 | ||||||||
Real Estate – 0.0% | ||||||||
CBRE Services, Inc. | 10,000 | 9,964 | ||||||
|
| |||||||
9,964 | ||||||||
Real Estate Investment Trusts – 2.5% | ||||||||
AvalonBay Communities, Inc. | 100,000 | 100,115 | ||||||
Boston Properties LP | 110,000 | 112,867 | ||||||
Communications Sales & Leasing, Inc. / CSL Capital LLC | 30,000 | 31,800 | ||||||
EPR Properties | ||||||||
4.75% due 12/15/2026 | 55,000 | 54,463 | ||||||
5.25% due 7/15/2023 | 50,000 | 51,967 | ||||||
Equinix, Inc. | 50,000 | 52,625 | ||||||
ERP Operating LP | 85,000 | 84,390 | ||||||
Kilroy Realty LP | 10,000 | 11,182 | ||||||
MGM Growth Properties Operating Partnership LP / MGP Finance Co-Issuer, Inc. | 15,000 | 15,713 | ||||||
VEREIT Operating Partnership LP | 110,000 | 109,725 | ||||||
|
| |||||||
624,847 | ||||||||
Retail – 0.2% | ||||||||
New Albertsons, Inc. | 15,000 | 14,175 | ||||||
PetSmart, Inc. | 15,000 | 15,300 | ||||||
Tops Holding LLC / Tops Markets II Corp. | 25,000 | 21,500 | ||||||
|
| |||||||
50,975 | ||||||||
Semiconductors – 0.3% | ||||||||
QUALCOMM, Inc. | 77,000 | 81,398 | ||||||
|
| |||||||
81,398 |
10 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Telecommunications – 1.4% | ||||||||
AT&T, Inc. | ||||||||
6.00% due 8/15/2040 | $ | 120,000 | $ | 131,893 | ||||
6.50% due 9/1/2037 | 15,000 | 17,641 | ||||||
Sprint Corp. | 42,000 | 43,260 | ||||||
T-Mobile U.S.A., Inc. | 50,000 | 54,062 | ||||||
Verizon Communications, Inc. | 95,000 | 90,927 | ||||||
|
| |||||||
337,783 | ||||||||
Transportation – 0.1% | ||||||||
Florida East Coast Holdings Corp. | 25,000 | 25,875 | ||||||
XPO Logistics, Inc. | 8,000 | 8,360 | ||||||
|
| |||||||
34,235 | ||||||||
Water – 0.1% | ||||||||
Aquarion Co. | 35,000 | 34,956 | ||||||
|
| |||||||
34,956 | ||||||||
Total Corporate Bonds & Notes (Cost $6,403,116) | 6,190,773 | |||||||
Non-Agency Mortgage-Backed Securities – 2.8% | ||||||||
Citigroup Commercial Mortgage Trust | 135,000 | 92,060 | ||||||
Commercial Mortgage Pass-Through Certificates | 100,000 | 103,542 | ||||||
Commercial Mortgage Trust | ||||||||
2015-LC23 C | 58,000 | 56,908 | ||||||
2015-PC1 B | 100,000 | 98,571 | ||||||
2016-SAVA A | 100,000 | 100,471 | ||||||
GS Mortgage Securities Trust | 65,000 | 52,415 | ||||||
JPMBB Commercial Mortgage Securities Trust | 65,000 | 51,830 | ||||||
Morgan Stanley Capital Barclays Bank Trust | ||||||||
2016-MART C | 100,000 | 97,632 | ||||||
2016-MART XCP | 5,633,000 | 32,271 | ||||||
December 31, 2016 | Principal Amount | Value | ||||||
Non-Agency Mortgage-Backed Securities (continued) | ||||||||
Wells Fargo Commercial Mortgage Trust | $ 11,000 | $ | 10,385 | |||||
Total Non-Agency Mortgage-Backed Securities (Cost $716,370) | 696,085 | |||||||
Foreign Government – 0.8% | ||||||||
Hungary Government International Bond | USD | 18,000 | 19,620 | |||||
Mexico Government International Bond | USD | 90,000 | 90,216 | |||||
Panama Government International Bond | USD | 28,000 | 33,978 | |||||
Peruvian Government International Bond | USD | 27,000 | 28,046 | |||||
Romanian Government International Bond | USD | 8,000 | 9,338 | |||||
Uruguay Government International Bond | ||||||||
4.50% due 8/14/2024 | USD | 18,000 | 18,765 | |||||
7.875% due 1/15/2033(5) | USD | 3,000 | 3,777 | |||||
Total Foreign Government (Cost $222,315) | 203,740 | |||||||
U.S. Government Securities – 45.2% | ||||||||
U.S. Treasury Bond | 855,000 | 718,901 | ||||||
U.S. Treasury Inflation Indexed Note (TIPS) 0.625% due 1/15/2026 | 107,833 | 108,780 | ||||||
U.S. Treasury Notes | ||||||||
0.875% due 10/15/2017 | 3,120,000 | 3,120,487 | ||||||
1.25% due 11/15/2018 | 862,000 | 863,313 | ||||||
1.25% due 10/31/2021 | 426,000 | 413,087 | ||||||
1.75% due 10/31/2020 | 129,000 | 129,257 | ||||||
1.75% due 11/30/2021 | 1,631,000 | 1,618,831 | ||||||
2.00% due 12/31/2021(6) | 100,000 | 100,367 | ||||||
2.00% due 11/15/2026 | 366,000 | 352,146 | ||||||
2.125% due 8/15/2021 | 555,000 | 560,268 | ||||||
2.625% due 11/15/2020 | 3,150,000 | 3,255,821 | ||||||
Total U.S. Government Securities (Cost $11,356,061) | 11,241,258 |
The accompanying notes are an integral part of these financial statements. | 11 |
Table of Contents
SCHEDULE OF INVESTMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016 | Principal Amount | Value | ||||||
Short–Term Investment – 4.4% | ||||||||
Repurchase Agreements – 4.4% | ||||||||
Fixed Income Clearing Corp., 0.03%, dated 12/30/2016, proceeds at maturity value of $1,105,004, due 1/3/2017(7) | $ | 1,105,000 | $ | 1,105,000 | ||||
Total Repurchase Agreements (Cost $1,105,000) | 1,105,000 | |||||||
Total Investments(8) – 119.6% (Cost $30,146,119) | 29,764,849 | |||||||
Liabilities in excess of other assets – (19.6)% | (4,877,266 | ) | ||||||
Total Net Assets – 100.0% | $ | 24,887,583 |
(1) | TBA–To be announced. |
(2) | Securities that may be resold in transactions, exempt from registration under Rule 144A under the Securities Act of 1933, as amended, normally to certain qualified buyers. At December 31, 2016, the aggregate market value of these securities amounted to $3,766,234, representing 15.1% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees. |
(3) | Variable rate securities, which may include step-up bonds or adjustable rate mortgages. The rate shown is the rate in effect at December 31, 2016. |
(4) | Interest only security. |
(5) | Payment-in-kind security, for which interest payments may be made in additional principal ranging from 0% to 100% of the full stated interest rate. As of December 31, 2016, interest payments had been made in cash. |
(6) | When-issued security. |
(7) | The table below presents collateral for repurchase agreements. |
Security | Coupon | Maturity Date | Principal Amount | Value | ||||||||||||
U.S. Treasury Note | 3.625% | 2/15/2020 | $ | 1,050,000 | $ | 1,131,095 |
(8) | A portion of the securities in the Fund is segregated to cover to be announced securities (TBA). |
Legend:
TIPS — Treasury Inflation Protected Security
The following is a summary of the inputs used as of December 31, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 2a of the accompanying Notes to Financial Statements.
Valuation Inputs | ||||||||||||||||
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Agency Mortgage-Backed Securities | $ | — | $ | 5,570,375 | $ | — | $ | 5,570,375 | ||||||||
Asset-Backed Securities | — | 4,757,618 | — | 4,757,618 | ||||||||||||
Corporate Bonds & Notes | — | 6,190,773 | — | 6,190,773 | ||||||||||||
Non-Agency Mortgage-Backed Securities | — | 696,085 | — | 696,085 | ||||||||||||
Foreign Government | — | 203,740 | — | 203,740 | ||||||||||||
U.S. Government Securities | — | 11,241,258 | — | 11,241,258 | ||||||||||||
Repurchase Agreements | — | 1,105,000 | — | 1,105,000 | ||||||||||||
Total | $ | — | $ | 29,764,849 | $ | — | $ | 29,764,849 |
12 | The accompanying notes are an integral part of these financial statements. |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
For the Period Ended December 31, 20161 | ||||
Investment Income | ||||
Interest | $ | 143,075 | ||
|
| |||
Total Investment Income | 143,075 | |||
|
| |||
Expenses | ||||
Investment advisory fees | 32,419 | |||
Trustees’ fees | 60,489 | |||
Professional fees | 55,900 | |||
Distribution fees | 18,011 | |||
Custodian and accounting fees | 12,940 | |||
Insurance expense | 10,333 | |||
Transfer agent fees | 10,130 | |||
Shareholder reports | 2,000 | |||
Administrative fees | 720 | |||
Other expenses | 634 | |||
|
| |||
Total Expenses | 203,576 | |||
Less: Fees waived | (145,221 | ) | ||
|
| |||
Total Expenses, Net | 58,355 | |||
|
| |||
Net Investment Income/(Loss) | 84,720 | |||
|
| |||
Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments | ||||
Net realized gain/(loss) from investments | (278,524 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | (381,270 | ) | ||
|
| |||
Net Loss on Investments | (659,794 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting From Operations | $ | (575,074 | ) | |
|
| |||
1 | Commenced operations on September 1, 2016. |
The accompanying notes are an integral part of these financial statements. | 13 |
Table of Contents
FINANCIAL INFORMATION — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
For the Period Ended 12/31/161 | ||||
| ||||
Operations | ||||
Net investment income/(loss) | $ | 84,720 | ||
Net realized gain/(loss) from investments | (278,524 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | (381,270 | ) | ||
|
| |||
Net Decrease in Net Assets Resulting from Operations | (575,074 | ) | ||
|
| |||
Capital Share Transactions | ||||
Proceeds from sales of shares | 25,462,657 | |||
|
| |||
Net Increase in Net Assets Resulting from Capital Share | 25,462,657 | |||
|
| |||
Net Increase in Net Assets | 24,887,583 | |||
|
| |||
Net Assets | ||||
Beginning of period | — | |||
|
| |||
End of period | $ | 24,887,583 | ||
|
| |||
Accumulated Net Investment Income Included in Net Assets | $ | 84,720 | ||
|
| |||
Other Information: | ||||
Shares | ||||
Sold | 2,557,674 | |||
|
| |||
Net Increase | 2,557,674 | |||
|
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1 | Commenced operations on September 1, 2016. |
14 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past five years (or, if shorter, the period since inception). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund.
Financial Highlights | ||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||
Net Asset Value, | Net Investment Income2 | Net Realized and Unrealized Loss | Total Operations | Net Asset Value, End of Period | Total Return3,4 | |||||||||||||||||||
Period Ended 12/31/161 | $ | 10.00 | $ | 0.04 | $ | (0.31 | ) | $ | (0.27 | ) | $ | 9.73 | (2.70 | )% |
16 | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
Ratios/Supplemental Data | ||||||||||||||||||||||
Net Assets, End of Period (000s) | Net Ratio of Expenses to Average Net Assets3,5 | Gross Ratio of Expenses to Average Net Assets3 | Net Ratio of Net Investment Income to Average Net Assets3,5 | Gross Ratio of Net Investment Loss to Average Net Assets3 | Portfolio Turnover Rate3 | |||||||||||||||||
$ | 24,888 | 0.81% | 2.54% | 1.18% | (0.55)% | 107% |
1 | Commenced operations on September 1, 2016. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. Certain non-recurring fees (i.e., audit fees) are not annualized. |
4 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
5 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations. |
The accompanying notes are an integral part of these financial statements. | 17 |
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
1. Organization
Guardian Variable Products Trust (the “Trust”), a Delaware statutory trust organized on January 12, 2016, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eleven funds. Guardian Core Plus Fixed Income VIP Fund (the “Fund”) is a series of the Trust. The Fund is a diversified fund and commenced operations on September 1, 2016. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. Shares are bought and sold at closing net asset value (“NAV”). Shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity contracts and variable life insurance policies issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
The Fund seeks income and capital appreciation to produce a high total return.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations The valuations of debt securities for which quoted bid prices are readily available are valued at the bid price by independent pricing services (each, a “Service”). Debt securities for which quoted bid prices are not readily available are valued by a Service at the evaluated bid price provided by the Service or the bid price provided by an independent broker-dealer or at a calculated price based on the spread to an appropriate benchmark
provided by such broker-dealer. Securities for which market quotations are not readily available or for which market quotations may be considered unreliable or for which a Service or independent broker-dealer does not provide a valuation are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Board of Trustees.
Under the policies and procedures approved by the Board of Trustees, Park Avenue Institutional Advisers LLC (“Park Avenue”), the Fund’s investment adviser, has established a Fair Valuation Committee to assist the Board of Trustees with the oversight and monitoring of the valuation of the Fund’s investments. This includes monitoring the appropriateness of fair values based on results of ongoing valuation oversight, including but not limited to consideration of security specific events, market events and pricing vendor and broker-dealer due diligence. The Fair Valuation Committee oversees and carries out the policies for the valuation of investments held in the Fund. The Fair Valuation Committee is responsible for discussing and assessing the potential impacts to the fair values on an ongoing basis, and at least on a quarterly basis with the Board of Trustees.
Equity securities traded on an exchange other than NASDAQ Stock Market, LLC (“NASDAQ”) are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates fair value (see Note 5b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
report date and prior to issuance of the report are not reflected herein.
Various inputs are used in determining the valuation of the Fund’s investments. These inputs are summarized in three broad levels listed below.
• | Level 1 — unadjusted inputs using quoted prices in active markets for identical investments. |
• | Level 2 — other significant observable inputs including but not limited to, quoted prices for similar investments, inputs other than quoted prices that are observable for investments (such as interest rates, prepayment speeds, credit risks, etc.) or other market corroborated inputs. |
• | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of a financial instrument’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the period ended December 31, 2016, there were no transfers among any levels.
In determining a financial instrument’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures). A summary of inputs used to value the Fund’s assets and liabilities carried at fair value as of December 31, 2016 is included in the Schedule of Investments.
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations. As of December 31, 2016, the Fund had no securities classified as Level 3.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2. During the period ended
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
December 31, 2016, the Fund did not hold any derivatives.
b. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
c. Futures Contracts The Fund may enter into financial futures contracts. In entering into such contracts, the Fund is required to deposit with the counterparty, either in cash or securities, an amount equal to a certain percentage of the face value of the contract. Subsequent payments are received or made by the Fund each day, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Fund. Daily changes in variation margin are recognized as unrealized gains or losses by the Fund. The Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. There were no futures contracts held as of December 31, 2016.
d. Credit Derivatives The Fund may enter into credit derivatives, including credit default swaps on individual obligations or credit indices. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by the Fund of credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject the Fund to greater volatility than investments in more traditional securities, as described in the Statement of Additional Information.
The Fund may enter into credit default swap agreements either as a buyer or seller. The Fund may buy protection under a credit default swap to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Fund may sell protection under a credit default swap in an attempt to gain exposure to an underlying issuer’s credit quality characteristics without investing directly in that issuer.
For swaps entered with an individual counterparty, the Fund bears the risk of loss of the uncollateralized amount expected to be received under a credit default swap agreement in the event of the default or
bankruptcy of the counterparty. Credit default swap agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Fund may also enter into cleared swaps.
In entering into swap contracts, the Fund is required to deposit with the broker (or for the benefit of the broker), either in cash or securities, an amount equal to a percentage of the notional value of the contract. Subsequent payments are received or made by the Fund each day, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Fund. Daily changes in variation margin are recognized as unrealized gains or losses by the Fund. The Fund may not achieve the anticipated benefits of the swap contracts and may realize a loss.
The Fund enters into credit default swaps primarily for asset allocation and risk exposure management. There were no credit default swaps held as of December 31, 2016.
e. Options Transactions The Fund can write (sell) put and call options on securities and indexes to earn premiums, for hedging purposes, for risk management purposes or otherwise as part of its investment strategies. In writing options, the Fund is required to deposit with the broker or counterparty, either in cash or securities, an amount equal to a percentage of the face value of the options. When an option is written, the premium received is recorded as an asset with an equal liability that is subsequently marked to market to reflect the market value of the written option. These liabilities, if any, are reflected as written options, at value, in the Fund’s Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchased transactions, as a realized loss. If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a written put option is exercised, the premium reduces the cost basis of the security. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security underlying the written option. Exercise of
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
a written option could result in the Fund purchasing or selling a security at a price different from its current market value. There were no options transactions as of December 31, 2016.
f. Investment Income Dividend income net of foreign taxes withheld, if any, is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is determined using the interest income accrual method, and is accrued and recorded daily.
g. Allocation of Income and Expenses Many of the expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets. In calculating net asset value per share for each series of the Trust, investment income, realized and unrealized gains and losses, and expenses other than class-specific expenses are allocated daily to each series based upon the proportion of net assets attributable to each series.
h. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a disregarded entity (“DRE”) for U.S. federal income tax purposes. The Fund is not required to distribute taxable income and capital gains for U.S. federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund in accordance with the current dividend and distribution policy (see Note 4).
3. Transactions with Affiliates
a. Investment Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which, after its two year initial term, is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to Park Avenue. Park Avenue is a wholly-owned subsidiary of Guardian Life and receives an investment advisory fee at an annual rate of 0.45% of the first $300 million, and 0.40% in excess of $300 million of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.
Park Avenue has contractually agreed through April 30, 2018 to waive certain fees and/or reimburse certain expenses incurred by the Fund to the extent necessary to limit the Fund’s total annual operating expenses after fee waiver and/or expense reimbursement to 0.81% of the Fund’s average daily
net assets (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses). The limitation may not be increased or terminated prior to this time without action by the Board of Trustees, may be terminated only upon approval of the Board of Trustees, and is subject to Park Avenue’s recoupment rights. For the period ended December 31, 2016, Park Avenue waived fees and/or paid Fund expenses in the amount of $145,221.
Park Avenue is entitled to recoupment of previously waived fees and reimbursed expenses from the Fund for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any. The amount available for potential future recapture by Park Avenue from the Fund under the Expense Limitation Agreement for the period ended December 31, 2016 is $145,221.
Park Avenue has entered into a Sub-Advisory Agreement with Lord, Abbett & Co. LLC (“Lord Abbett”). Lord Abbett is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees and Park Avenue. Sub-advisory fees are paid by Park Avenue and do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers who are interested persons of the Trust, as defined in the 1940 Act, receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of the Trust receive compensation and reimbursement of expenses from the Trust.
c. Distribution Fees Park Avenue Securities LLC (“PAS”), a wholly owned subsidiary of Guardian Life, is the principal underwriter of Fund shares. The Trust has entered into a distribution and service agreement with PAS, which governs the sale and distribution of shares of the Fund. Under a distribution and service plan adopted by the Trust (“12b-1 plan”), PAS is compensated for services in such capacity, including its expenses in connection with the promotion and distribution of shares of the Fund, at an annual rate of 0.25% of the Fund’s average daily net assets. For the period ended December 31, 2016, the Fund paid distribution fees in the amount of $18,011 to PAS.
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
PAS has directed that certain payments under the 12b-1 plan be used to compensate GIAC for shareholder services provided to contract owners.
4. Federal Income Taxes
a. Distributions to Shareholders During the period ended December 31, 2016, the Fund elected to be treated as a DRE for U.S. federal income tax purposes. As a DRE, the Fund is not subject to an entity-level income tax; and any income, gains, losses, deductions, taxes, and credits of the Fund would instead be “passed through” directly to the separate accounts of GIAC that invest in the Fund and retain the same character for U.S. federal income tax purposes. In addition, the Fund is not required to distribute taxable income and capital gains for Federal income tax purposes. Therefore, no dividends and capital gains distributions were paid by the Fund.
5. Investments
a. Investment Purchases and Sales The cost of investments and U.S. government agency obligations purchased and the proceeds from U.S. government agency obligations and other investments sold (excluding short-term investments and to be announced (TBA) securities) for the period ended December 31, 2016, were as follows:
Other Investments | U.S. Government and Agency Obligations | |||||||
Purchases | $ | 14,281,227 | $ | 27,711,742 | ||||
Sales | 1,741,554 | 18,253,973 |
b. Repurchase Agreements The Fund may invest in repurchase agreements to maintain liquidity and earn income over periods of time as short as overnight. The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller. Park Avenue monitors the creditworthiness of the seller
with which the Fund enters into repurchase agreements.
c. Securities Purchased on a When-Issued or Delayed-Delivery Basis The Fund may purchase securities on a when-issued or delayed-delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than at the trade date purchase price. Although the Fund will generally enter into these transactions with the intention of taking delivery of the securities, it may sell the securities before the settlement date. Assets will be segregated when a fund agrees to purchase on a when-issued or delayed-delivery basis. These transactions may create investment leverage.
d. Restricted and Illiquid Securities A restricted security cannot be resold to the general public without prior registration under the Securities Act of 1933, as amended (except pursuant to an applicable exemption). The values of these securities may be highly volatile. If the security is subsequently registered and resold, the issuer would typically bear the expense of all registrations at no cost to the Fund. Restricted and illiquid securities are valued according to the guidelines and procedures adopted by the Trust’s Board of Trustees and are noted, if any, in the Fund’s Schedule of Investments. At December 31, 2016, the Fund did not hold any restricted or illiquid securities.
e. Below Investment Grade Securities The Fund may invest in below investment grade securities (i.e. lower-quality, “junk” debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
f. Mortgage- and Asset-Backed Securities The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the
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NOTES TO FINANCIAL STATEMENTS — GUARDIAN CORE PLUS FIXED INCOME VIP FUND
Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market’s perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as “Ginnie Mae”), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as “Fannie Mae” and “Freddie Mac”), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.
g. Treasury Inflation Protected Securities Treasury inflation protected securities (“TIPS”) are debt securities issued by the U.S. Treasury whose principal and/or interest payments are adjusted for inflation, unlike debt securities that make fixed principal and interest payments. The interest rate paid by the TIPS is fixed, while the principal value rises or falls based on changes in a published Consumer Price Index (“CPI”). Thus, if inflation occurs, the principal and interest payments on TIPS are adjusted accordingly to protect investors from inflationary loss. During a deflationary period, the principal and interest payments decrease, although the TIPS principal amounts will not drop below their face amounts at maturity. In exchange for the inflation protection, the TIPS generally pay lower interest rates than typical U.S. Treasury securities. Only if inflation occurs will TIPS offer a higher real yield than a conventional Treasury bond of the same maturity.
6. Risk and Concentrations
Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign issuers may be less liquid and their prices more volatile than those of comparable U.S. issuers.
In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
As of December 31, 2016, GIAC owns shares representing 100% of the Fund’s net assets.
7. Temporary Borrowings
Effective December 13, 2016, the Fund, with other funds managed by Park Avenue, is party to a $10 million committed revolving credit facility from State Street Bank and Trust Company for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on the higher of the daily one-month LIBOR rate and the Federal Funds rate plus 1.25% at the time of borrowing. In addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.35% per annum on its share of the unused portion of the credit facility. The agreement is in place until December 12, 2017. The Fund did not utilize the credit facility during the period ended December 31, 2016.
8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure.
9. Indemnifications
Under the Trust’s organizational documents and, in some cases, by contract, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of the
Guardian Core Plus Fixed Income VIP Fund
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, as of December 31, 2016, and the related statements of operations and of changes in net assets and the financial highlights, for the period September 1, 2016 (commencement of operations) through December 31, 2016, present fairly, in all material respects, the financial position of the Guardian Core Plus Fixed Income VIP Fund (the “Fund”) as of December 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period September 1, 2016 (commencement of operations) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of December 31, 2016 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, NY
February 22, 2017
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Approval of Investment Advisory and Sub-advisory Agreements
Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), requires that a fund’s investment advisory and subadvisory agreements be approved initially by the fund’s board of trustees. Section 15(c) also requires that the continuation of these agreements, after an initial term of up to two years, be annually reviewed and approved by the board. Any such agreement must be approved by a vote of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of a party to the agreement at an in-person meeting of the board called for the purpose of voting on such approval.
At a meeting of the Board of Trustees (the “Board”) of Guardian Variable Products Trust (the “Trust”) held on August 8-9, 2016, the Board considered and approved the proposed investment management agreement (the “Management Agreement”) between the Trust, on behalf of each series (the “Funds”), and Park Avenue Institutional Advisers LLC (the “Manager”). The Board also considered and approved the proposed subadvisory agreements (the “Subadvisory Agreements,” collectively with the Management Agreement, the “Agreements”) between the Manager and investment advisory firms engaged to serve as subadvisers to the various Funds, namely ClearBridge Investments LLC, Wellington Management Company LLP, Massachusetts Financial Services Company, Putnam Investment Management, LLC, Boston Partners Global Investors, Inc., AllianceBernstein L.P., Janus Capital Management LLC, Wells Capital Management Incorporated, J.P. Morgan Investment Management Inc., Lazard Asset Management LLC, and Lord, Abbett & Co. LLC. (the “Subadvisers”). The Trustees who are not parties to the Agreements or “interested persons” (as defined in the 1940 Act) of a party to the Agreements (the “Independent Trustees”) unanimously approved the Agreements for an initial term of two years.
The Board is responsible for overseeing the management of each Fund. In determining whether to approve the Agreements initially, the Trustees evaluated information and factors that they considered to be relevant and appropriate through the exercise of their own business judgment. The Trustees considered certain information and factors in light of advice furnished to them by legal counsel to the Trust and, in the case of the Independent Trustees, their independent legal counsel. In advance of the meeting
held on August 8-9, 2016, the Trustees received materials and information designed to assist their consideration of the Agreements, including written responses from the Manager and each Subadviser to a series of questions and formal requests for information encompassing a wide variety of topics. The Trustees also received materials and information regarding the legal standards applicable to their consideration of the Agreements and the process and criteria used by the Manager to identify and select the Subadvisers, including the engagement by the Manager of an independent third-party service provider to support the Manager’s due diligence process.
At the meeting held on August 8-9, 2016, representatives of the Manager and each Subadviser, along with other service providers, made presentations to the Board and responded to questions about their organizations, the services to be rendered, the fees to be charged and other aspects of the Agreements. During the course of their deliberations, the Independent Trustees met to discuss and evaluate the Agreements in executive session with their independent legal counsel, outside of the presence of the Trustees who are not Independent Trustees and representatives from Fund management, the Manager or any Subadviser.
In reaching its decisions to approve the Agreements, the Board took into account the materials and information described above as well as other materials and information provided to the Board and discussed with and among the Trustees. Individual Trustees may have given different weight to different factors and information with respect to each Agreement, and the Trustees did not identify any single factor or information that, in isolation, would be controlling in deciding to approve the Agreements. The discussion below is intended to summarize the broad factors that figured prominently in the Board’s decisions to approve the Agreements rather than to be all-inclusive. These broad factors included: (i) the nature, extent and quality of the services to be provided to the Funds by the Manager and the Subadvisers; (ii) the investment performance of accounts managed by each Subadviser with strategies similar to the applicable Fund; (iii) the fees to be charged and estimated profitability; (iv) the extent to which economies of scale may in the future exist for a Fund, and the extent to which a Fund may benefit from future economies of scale; and (v) any other benefits anticipated to be derived by the Manager or the
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SUPPLEMENTAL INFORMATION (UNAUDITED)
Subadvisers (or their respective affiliates) from their relationships with the Funds.
Nature, Extent and Quality of Services
The Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Manager. The Trustees also considered, among other things, the terms of the Management Agreement and the range of investment advisory services to be provided by the Manager. In addition, the Trustees reviewed the range of non-investment advisory services to be provided by the Manager consistent with the terms of the Management Agreement, notably coordinating the preparation and filing of various regulatory documents, coordinating the preparation and assembly of Board meeting materials and assisting the Board with certain valuation matters.
The Trustees considered the Funds’ proposed operation in a “manager-of-managers” structure and reviewed the responsibilities that the Manager would have under this structure, including monitoring and evaluating the performance of the Subadvisers, monitoring the Subadvisers for adherence to the stated investment objectives, strategies, policies and restrictions of the Funds and supervising the Subadvisers with respect to the services that the Subadvisers would provide under the Subadvisory Agreements. The Trustees also considered the process used by the Manager, consistent with this structure, to identify and recommend subadvisers, and its ability to monitor and oversee subadvisers and recommend replacement subadvisers, when necessary, and provide other services under the Management Agreement. The Trustees reviewed information regarding the experience and background of the Manager’s key personnel and the Manager’s organizational structure and resources, including investment, legal and administrative capabilities of the Manager. In this regard, the Trustees recognized that the Funds may benefit from the Manager’s ability to use similar resources and capabilities of its affiliates in providing services to the Funds.
In addition, the Trustees considered information regarding the nature, extent and quality of services to be provided to the Funds by the Subadvisers. The Trustees also considered, among other things, the terms of the Subadvisory Agreements and the range of investment advisory services to be provided by the Subadvisers under the oversight of the Manager. In evaluating these investment advisory services, the Trustees considered, among other things, the
Subadvisers’ investment philosophies, styles and/or processes and approach to managing risk. The Trustees also considered information regarding funds or accounts managed by the Subadvisers with similar strategies as the applicable Fund, including performance and portfolio characteristics, when available. The Trustees received and evaluated information regarding the background, education, expertise and/or experience of the investment professionals that would serve as portfolio managers for the Funds and the capabilities, resources and reputations of the Subadvisers.
Based upon these considerations, the Trustees concluded, within the context of their full deliberations and in light of the Funds’ anticipated operations, that the nature, extent and quality of services to be provided to the Funds by the Manager and each Subadviser were appropriate.
Investment Performance
The Funds had not commenced operations prior to the meeting held on August 8-9, 2016. Accordingly, the Funds did not yet have an investment performance record. The Board considered historical performance information with respect to funds or accounts managed by the Subadvisers with similar investment strategies as the Funds, as well as each Subadviser’s historical performance records compared to relevant benchmarks and peer groups, when available. The Trustees concluded that the historical performance records available, viewed together with the other relevant factors and information considered by the Trustees, supported a decision to approve each Subadvisory Agreement. The Trustees also concluded that it was appropriate to revisit the Funds’ investment performance in connection with future reviews of the Subadvisory Agreements.
Costs and Profitability
The Trustees considered the proposed management fees to be paid by the Funds to the Manager under the Management Agreement and evaluated the reasonableness of these fees. The Trustees received and reviewed comparative information with respect to the proposed management fees, including the portion of the management fees proposed to be paid to each Subadviser as compared to the portion proposed to be retained by the Manager and the management fees paid by other funds offered as investment options underlying variable contracts within the applicable peer group based on data obtained from Morningstar, Inc., an independent provider of industry data, which
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showed that the Funds’ proposed management fees fell within the following quartiles: the second quartile for Guardian Diversified Research VIP Fund, Guardian Integrated Research VIP Fund, Guardian International Growth VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Core Plus Fixed Income VIP Fund and the third quartile for Guardian Growth & Income VIP Fund, Guardian International Value VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.
The Trustees considered the proposed subadvisory fees to be paid under the Subadvisory Agreements and evaluated the reasonableness of those fees. The Trustees also considered that the fees to be paid to the Subadvisers would be paid by the Manager and not the Funds and that the Manager had negotiated the fees with the Subadvisers at arm’s-length.
The Trustees also considered the proposed breakpoint schedules relating to the management and subadvisory fees, if applicable, and the rationale for any variations in the asset levels at which breakpoints would be reached with respect to management and subadvisory fees for a Fund.
In addition, the Trustees received comparative information relating to each Fund’s anticipated operating expense ratios and the actual operating expense ratios of a peer group of funds. In this regard, the Trustees considered estimates of the Funds’ projected asset levels and the Manager’s commitment to initially limit each Fund’s operating expenses through an expense limitation agreement with the Trust. Although the Board recognized that the comparisons between the proposed management fees and anticipated operating expenses of the Funds and those of identified peer funds are imprecise, given different terms of agreements and variations in fund strategies, the Trustees found that the comparative information supported their consideration and approval of the proposed management fees and evaluation of the anticipated operating expenses.
The Trustees reviewed information regarding the Manager’s projected costs of sponsoring the Funds and projected profitability of the Funds to the Manager based on the anticipated assets and expenses of the Funds. The Trustees noted that the information, including with respect to revenues and expenses, contained estimates because the Funds had not yet
commenced operations at the time of the Board meeting. Although the Trustees did not receive specific projected cost and profitability information from certain Subadvisers, the Trustees primarily considered the projected cost and profitability of the Funds with respect to the Manager because the Manager would be responsible for payment of the subadvisory fees and had negotiated the fees with the Subadvisers at arm’s-length.
Based on the consideration of the information and factors summarized above, as well as other relevant information and factors, the Trustees concluded that the proposed management and subadvisory fees were reasonable in light of the nature, extent and quality of services expected to be rendered to the Funds by the Manager and the Subadvisers. The Trustees also concluded that the projected profitability of the Funds to the Manager was acceptable and the Trustees determined it was appropriate to revisit this information in connection with future reviews of the Agreements.
Economies of Scale
The Funds had not commenced operations prior to the Board meeting. As a result, no specific information was available concerning the possible effect that asset growth and economies of scale have on a Fund’s expenses. Accordingly, the Trustees considered the extent to which economies of scale may be shared as assets grow based on proposed management and subadvisory fee breakpoints, as applicable, that are designed to appropriately reduce fee rates as assets increase. The Trustees concluded that it was appropriate to revisit potential economies of scale in connection with future reviews of the Agreements or earlier, if appropriate, and that they were satisfied with the extent to which economies of scale would be shared for the benefit of shareholders based on anticipated asset levels.
Ancillary Benefits
The Trustees considered the potential benefits, other than management fees, that the Manager and/or its affiliates may receive because of the Manager’s relationship with the Funds. The Trustees acknowledged that the Funds were designed to serve as investment options under variable contracts issued by affiliates of the Manager that would receive fees under those contracts and that Park Avenue Securities LLC, an affiliate of the Manager and principal underwriter of the Funds, and participating insurance companies, including insurance companies affiliated
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with the Manager, would be entitled to receive fees from the Funds under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act. The Trustees also considered that the Manager did not expect to receive any other direct or indirect benefits. In addition, the Trustees considered the potential benefits, other than subadvisory fees, that the Subadvisers and their affiliates may receive because of their relationships with the Funds, including the potential increased ability to use soft dollars consistent with Trust policies and other benefits from increases in assets under management. The Trustees concluded that benefits that may accrue to the Manager and its affiliates are reasonable and the benefits that may accrue to the Subadvisers and their affiliates are consistent with those expected for a subadviser to a mutual fund such as the applicable Fund.
Conclusion
Based on a comprehensive consideration and evaluation of all of the information and factors summarized above, among others, the Board as a whole, including the Independent Trustees, approved the Agreements.
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Trustees and Officers Information Table
The following table provides information about the Trustees of the Trust.
Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Independent Trustees | ||||||||
Bruce W. Ferris† (born 1955) | Trustee | Retired (since 2015); President and CEO, Prudential Annuity Distributors (2013–2015); Director/Trustee, Advanced Series Trust, The Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. (2013–2015); Senior Vice President, Prudential Annuities (2008–2015). | 11 | None | ||||
Theda R. Haber† (born 1954) | Trustee | Adjunct Assistant Professor of Law, UC Hastings College of Law (since 2013); Member of the Board of Directors, Fairholme Trust Company, LLC (since 2015); Attorney, Law Office of Theda R. Haber (since 2014); Visiting Professor of Law, UC Davis School of Law (since 2014); Consultant, Haber & Associates LLC (financial services industry), (since 2012); Advisory Council Chair, Vice Chair, and Member, Advisory Council on Employee Welfare and Pension Benefit Plans (ERISA Advisory Council), U.S. Department of Labor (2009–2011); Managing Director and General Counsel, BlackRock Institutional Trust Company, N.A. (2009–2011). | 11 | None | ||||
Marshall Lux† (born 1960) | Trustee | Senior Advisor, The Boston Consulting Group (since 2014); Senior Partner and Managing Director, The Boston Consulting Group (2009–2014) | 11 | None | ||||
Lisa K. Polsky† (born 1956) | Trustee | Senior Risk Advisor, AQR (investment management) (since 2016); Senior Risk Advisor, Ultra Capital (venture capital) (since 2016); Board Member and Chair of Risk Committee, DeutscheBank IHC (financial services) (since May 2016); Chief Risk Officer, CIT Group Inc. (financial services) (2010–2015); Board Member and Chair of Audit Committee, Piper Jaffray (investment bank) (2007–2016). | 11 | None | ||||
John Walters**† (born 1962) | Lead Independent Trustee | Board Member, Amerilife Holdings LLC (insurance distribution) (since 2015); Board Member, Stadion Money Management LLC (investment adviser) (since 2011); President and Chief Operating Officer, Hartford Life Insurance Company (2000–2010). | 11 | None |
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Name and Year of Birth | Term of Office, Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | Number of Funds in Fund Complex Overseen by Trustees**** | Other Directorships Held by Trustee | ||||
Interested Trustees | ||||||||
Douglas Dubitsky*** (born 1967) | Trustee | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | 11 | None | ||||
Marc Costantini*** (born 1969) | Chairman and Trustee | Executive Vice President and Chief Financial Officer, The Guardian Life Insurance Company of America (since 2014); Executive Vice President, Manulife Financial prior thereto (various positions from 1990–2014). | 11 | None |
* | Trustee since August 2016. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The business address of each Trustee is 7 Hanover Square, New York, New York 10004. |
** | John Walters was considered to be an “interested person” of the Trust, within the meaning of the 1940 Act, as of the date that the Board of Trustees approved the Advisory and Sub-advisory Agreements for the Fund as a result of his ownership of securities issued by a sub-adviser of a series of the Trust. At the time the Fund commenced operations, Mr. Walters was not considered to be an “interested person” of the Trust because he no longer owned these securities. |
*** | Each of Douglas Dubitsky and Marc Costantini is considered to be an “interested person” of the Trust within the meaning of the 1940 Act because of their affiliation with The Guardian Life Insurance Company of America and/or its affiliates. |
**** | As of the date of this report, the Trust consisted of 11 separate Funds. |
† | Member of the Audit Committee of the Trust. |
The following table provides information about the Officers of the Trust.
Name and Year of Birth | Position(s) Held and Length of Service* | Principal Occupation(s) During Past Five Years | ||
Douglas Dubitsky (born 1967) | President and Principal Executive Officer | Vice President, Product Management, Retirement Solutions, The Guardian Life Insurance Company of America. | ||
John H. Walter (born 1962) | Senior Vice President, Treasurer, and Principal Financial and Accounting Officer | Vice President, Chief Financial Officer, Equity Profit Center, The Guardian Life Insurance Company of America. | ||
Harris Oliner (born 1971) | Senior Vice President and Secretary | Senior Vice President, Corporate Secretary, The Guardian Life Insurance Company of America (since 2015); Senior Vice President, Deputy General Counsel, Corporate Secretary, Voya Financial, Inc. (2013–2014); Managing Director, Senior Counsel, Corporate Secretary, BlackRock, Inc. prior thereto. | ||
Richard T. Potter (born 1954) | Senior Vice President and Chief Legal Officer | Vice President and Equity Counsel, The Guardian Life Insurance Company of America. | ||
Michael Bessel (born 1962) | Chief Compliance Officer | Managing Director, Chief Compliance Officer, Investments, The Guardian Life Insurance Company of America (since 2011); Chief Compliance Officer, Credit Suisse Asset Management prior thereto. | ||
Charles Barresi, Jr. (born 1967) | Anti-Money Laundering Officer | Anti-Money Laundering Officer, Park Avenue Securities LLC. | ||
Kathleen M. Moynihan (born 1966) | Senior Counsel | Senior Counsel, The Guardian Life Insurance Company of America (since 2012); Counsel, The Guardian Life Insurance Company of America prior thereto. | ||
Maria Nydia Morrison (born 1958) | Fund Controller | Mutual Fund Controller, The Guardian Life Insurance Company of America (since 2015); Chief Financial Officer/Assistant Operating Officer, St. Francis De Assisi Montessori School (Plaridel, Bulacan), Inc. (Philippines) (2013–2015); Vice President, Bank of New York Mellon prior thereto. | ||
Kristina Fink (born 1976) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Associate, Clifford Chance LLP prior thereto. | ||
Sonya L. Crosswell (born 1977) | Assistant Secretary | Assistant Vice President, Assistant Corporate Secretary and Secretary Pro Tem, The Guardian Life Insurance Company of America (since 2014); Vice President, Secretary and Assistant General Counsel, Carver Federal Savings Bank prior thereto. |
* | Officer since August 2016. The Officers hold office until the next annual meeting of the Board and until their successors shall have been elected and qualified. The business address of each Officer is 7 Hanover Square, New York, New York 10004. |
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The Statement of Additional Information (“SAI”) includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is included in the SAI. The SAI and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 may be obtained (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
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This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
The Guardian Life Insurance Company of America New York, NY 10004-4025
PUB8167
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Item 2. | Code of Ethics. |
The registrant, as of the end of the period covered by this report, has adopted a code of ethics, as defined in this Item 2, that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments or waivers granted with respect to the Code of Ethics during the fiscal year ended December 31, 2016.
Item 3. | Audit Committee Financial Expert. |
The registrant’s board of trustees has determined that Lisa Polsky is an audit committee financial expert serving on its audit committee. This individual is “independent,” as defined by this Item 3.
Item 4. | Principal Accountant Fees and Services. |
(a)-(d) |
Fees for services rendered to the registrant by its principal accountant.
Fiscal Year Ended | Audit- | |||||||||||||||
Audit Fees | Related Fees | Tax Fees | All Other Fees | |||||||||||||
December 31, 2016* | $ | 237,500 | $ | — | $ | — | $ | — | ||||||||
December 31, 2015 | $ | — | $ | — | $ | — | $ | — |
* | Trust commenced operations on September 1, 2016. |
(e)(1) | The registrant’s Audit Committee is required to approve at least annually all audit and non-audit services that are required to be pre-approved under paragraph (c)(7) of Rule 2-01 of Regulation S-X. In addition, pursuant to the registrant’s Audit Committee Pre-Approval Procedures, the chair of the Audit Committee, or one or more designated members of the Audit Committee, is authorized to pre-approve a proposed non-audit service, or a proposed material change in the nature or cost of any previously approved non-audit service, between meetings of the Audit Committee. Any such action shall be presented for ratification by the Audit Committee not later than its next regularly scheduled meeting. |
(e)(2) | None, or 0%, of services relating to the Audit-Related Fees, Tax Fees and All Other Fees disclosed above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | Not applicable. |
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(g) | Not applicable. |
(h) | Not applicable. |
Item 5. | Audit Committee of Listed registrants. |
Not applicable to the registrant.
Item 6. | Investments. |
(a) | The Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form. |
(b) | None. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to the registrant.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to the registrant.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable to the registrant.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c) (2)(iv) of Regulation S-K (as required by Item 22(b)(15) of Schedule 14A) or this Item.
Item 11. | Controls and Procedures. |
(a) | The registrant’s principal executive and principal financial officers have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, to provide reasonable assurance that the information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, based on their evaluation of these disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. | Exhibits. |
(a)(1) | Code of ethics that is the subject of disclosure required by Item 2 is attached hereto. |
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(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(b) | Certification pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Guardian Variable Products Trust | |||
By (Signature and Title)* | /s/ Douglas Dubitsky | |||
Douglas Dubitsky, President (Principal Executive Officer) |
Date: March 7, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Douglas Dubitsky | |||
Douglas Dubitsky, President (Principal Executive Officer) |
Date: March 7, 2017
By (Signature and Title)* | /s/ John H Walter | |||
John H Walter, Treasurer (Principal Financial and Accounting Officer) |
Date: March 7, 2017