Registration Nos. 333-188304

811-09725

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT No. 3

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 5

THE GUARDIAN SEPARATE ACCOUNT N

(Exact Name of Registrant)

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

(Name of Depositor)

7 Hanover Square, New York, New York 10004

(Complete Address of Principal Executive Offices)

(212) 598-8359

(Depositors Telephone Number)

RICHARD T. POTTER, JR., ESQ.

The Guardian Insurance & Annuity Company, Inc.

7 Hanover Square

New York, New York 10004

(Name and address of agent for service)

Copy to:

Steve Roth

Sutherland, Asbill & Brennan

1275 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

It is proposed that this filing will become effective (check appropriate box):

¨ immediately upon filing pursuant to paragraph (b), or

x on May 1, 2015 pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(i), or

¨ on             pursuant to paragraph (a)(i) of Rule 485

If appropriate, check the following box:

¨ this post-effective amendment designates a new effective date for a previously-filed post-effective amendment.

The Registrant has registered an indefinite number of its shares under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. The notice required by such rule for the Registrant’s most recent fiscal year was filed on March 20, 2015.

EXPLANATORY NOTE

This registration statement incorporates herein by reference the prospectus dated May 1, 2015, and the statement of additional information dated May 1, 2015, included in Post-Effective Amendment No. 2 to the registration statement on Form N-6 (File Nos. 333-188304, 811-09725) filed on April 24, 2015, pursuant to paragraph (b) of Rule 485.

Part C

ITEM 27: Exhibits

	The following exhibits:
(a)	Resolution of the Board of Directors of The Guardian Insurance & Annuity Company, Inc. establishing The Guardian Separate Account N		(1	)
(b)	Custodian Agreements. Not Applicable.		N/A
(c)	Distribution Agreements.
	(c)(i)	Distribution and Service Agreement between GIAC and PAS (March 31, 2015)	(11	)
	(c)(ii)	Field Representative Agreement (FRVUL)	(3	)
	(c)(iii)	Agreement of Agency (FTAVUL)	(3	)
	(c)(iv)	Agreement of General Agency (GAVULUL)	(3	)
	(c)(v)	Memorandum of Agreement (CDM)	(3	)
	(c)(vi)	Special Agreement of Agency (SPAG)	(3	)
	(c)(vii)	Brokerage Agreement	(3	)
	(c)(viii)	Form of GIAC Selling Agreement (04/2015)	(11	)
(d)	Specimen of the Flexible Premium Adjustable Variable Whole Life Insurance Policy		(9	)
	(d)(i)	Policy Continuation Rider	(8	)
	(d)(ii)	Whole Life Purchase Option Rider	(8	)
	(d)(iii)	Guaranteed Coverage Rider	(8	)
	(d)(iv)	Accidental Death Benefit Rider	(8	)
	(d)(v)	Disability Benefit Rider	(8	)
	(d)(vi)	Waiver of Monthly Deductions Rider	(8	)
(e)	Applications
	(e)(i)	Form of Application for the Flexible Premium Adjustable Variable Whole Life Policy.	(7	)
	(e)(ii)	Application Supplement for Flexible Premium Adjustable Variable Whole Life Policy.	(7	)
(f)	Certification of Incorporation and By-Laws.
	(f)(i)	Certificate of Incorporation of The Guardian Insurance & Annuity Company, Inc.	(1	)
	(f)(ii)	Certificate of Amendment to the Certificate of Incorporation of The Guardian Insurance & Annuity Company, Inc.	(1	)
	(f)(iii)	By-laws of The Guardian Insurance & Annuity Company, Inc.	(1	)
(g)	Reinsurance Agreements
	(g)(i)	Reinsurance Agreement Number 3001 (including amendments through 8/1/13)	(9	)
	(g)(ii)	Reinsurance Agreement Number 3002 (including amendments through 8/1/13)	(9	)
(h)	Participation Agreements.
	(h)(i)	AIM/Invesco Variable Insurance Funds (1998)	(1	)
		(a) Amendments to Agreement (No. 1-5)	(2	)
		(b) Amendment to Agreement (No. 6)	(3	)
		(c) Amendment to Agreement (No. 7) (2008)	(2	)
		(d) Amendment to Agreement (No. 8)	(11	)
		(e) Amendment to Agreement (No. 9)	(11	)
		(f) Amendment to Agreement (No. 10) (2015)	(11	)

(h)(ii)	Davis Variable Account Fund, Inc. (1999) (including Addenda 1-2)**	(2	)
	(a) Addenda #3 to Agreement (July 2004)	(2	)
	(b) Addenda #4 to Agreement	(2	)
	(c) Addenda #5 to Agreement (2008)	(2	)
(h)(iii)	Fidelity Variable Insurance Products Fund (including amendments 1-3)	(2	)
	(a) Amendment #4 to Agreement (2002)	(2	)
	(b) Amendment #5 to Agreement (2005)	(2	)
	(c) Amendment #6 to Agreement (2008)	(2	)
(h)(iv)	Intentionally left blank
(h)(v)	Janus Aspen Series (service shares) (2000)	(3	)
	(a) Amendment to Agreement (2000)	(3	)
	(b) Amendment to Agreement (2008)	(3	)
(h)(vi)	MFS Variable Insurance Trust** (2000)	(2	)
	(a) Amendment to Agreement (Aug 2000)	(2	)
	(b) Amendment to Agreement (Nov 2000)	(2	)
	(c) Amendment to Agreement (2006)	(2	)
	(d) Amendment to Agreement (2008)	(2	)
(h)(vii)	AB Variable Products Series Fund (formerly AllianceBernstein Variable Products Series Fund, Inc.) (2002)	(2	)
	(a) First Amendment to Agreement (2008)	(2	)
	(b) Amendment to Agreement (No. 2)	(11	)
	(c) Amendment to Agreement (No. 3)	(11	)
	(d) Amendment to Agreement (No. 4)	(11	)
	(e) Amendment to Agreement (No. 5) (2015)	(11	)
(h)(viii)	Intentionally left blank	—
(h)(ix)	RS Variable Product Trust (2007)	(2	)
	(a) Amendment to Agreement (2008)	(3	)
	(b) Amendment to Agreement (2009)	(4	)
(h)(x)	Intentionally left blank	—
(h)(xi)	Franklin Templeton	(2	)
	(a) Amendment No. 1 (2004)	(2	)
	(b) Amendment No. 2 (2007)	(2	)
	(c) Amendment No. 3 (2008)	(2	)
	(d) Amendment No. 4	(11	)
	(e) Amendment No. 5 (2015)	(11	)
(h)(xii)	Intentionally left blank	—
(h)(xiii)	American Century** (1998)	(2	)
	(a) First Amendment	(2	)
	(b) Second Amendment (2008)	(2	)
	(c) Amendment No. 3 (2009)	(5	)

	(h)(xiv)	Intentionally left blank	—
	(h)(xv)	Intentionally left blank	—
	(h)(xvi)	PIMCO / ALLIANZ (2009)	(4	)
	(h)(xvii)	Intentionally left blank	—
	(h)(xviii)	Intentionally left blank	—
	(h)(xix)	Waddell & Reed, Inc. (IVY)** (2010)	(5	)
	(h)(xx)	Dreyfus	(7	)
	(h)(xx)(a)	Amendment to Dreyfus Participation Agreement (2013)	(9	)
	(h)(xxi)	Columbia Funds	(7	)
	(h)(xxi)(a)	Amendment to Columbia Participation Agreement (2013)	(8	)
	(h)(xxii)	Pioneer Funds	(7	)
	(h)(xxii)(a)	Amendment to Pioneer Participation Agreement (2013)	(9	)
(i)	Administrative Contracts
	(i)(i)	Amended and Restated Agreement for Services and Reimbursement Therefor between The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. (2007)	(1	)
(j)(i)	Powers of Attorney executed by a majority of the Board of Directors and certain principal officers of The Guardian Insurance & Annuity Company, Inc.:
	(a)	Robert E. Broatch	(8	)
	(b)	Michael B. Cefole	(8	)
	(c)	Donald P. Sullivan, Jr.	(8	)
	(d)	Michael Slipowitz	(8	)
	(e)	Marc Costantini	(10	)
(k)	Legal Opinion.
	(k)(i)	Opinion of Richard T. Potter, Jr., Esq.	(9	)
	(k)(ii)	Consent of Richard T. Potter, Jr., Esq.	(11	)
(l)	Opinion and Consent of actuarial officers.		(11	)
(m)	Calculation.		(8	)
(n)	Consent of PricewaterhouseCoopers LLP		(12	)
(o)	No financial statements are omitted.		N/A
(p)	Initial Capital Agreements.		N/A
(q)	Memorandum on the Policy’s Issuance, Transfer and Redemption Procedures and on the Method of Computing Cash Adjustments upon Exchange of the Policy for Flexible Premium Adjustable Variable Life Insurance Policy.		(9	)

(1) Incorporated by reference to the Registration Statement on Form N-6 filed by the Registrant on May 21, 2008

(File No. 333-151073; Accession No. 0001193125-08-120023)

(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 filed by the Registrant on August 1, 2008 (File No. 333-151073; Accession No. 0001193125-08-163928)

(3) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-6 filed by the Registrant on August 26, 2008 (File No. 333-151073; Accession No. 0001193125-08-184460)

(4) Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6 filed by the Registrant on April 27, 2010 (File No. 333-151073; Accession No. 0001193125-10-094621)

(5) Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6 filed by the Registrant on April 27, 2011 (File No. 333-151073; Accession No. 0001193125-11-111532)

(6) Incorporated by reference to Post-Effective No. 4 to the Registration Statement on Form N-6 filed by the Registrant on April 25, 2012 (File No. 333-148736; Accession No. 0001193125-12-181996)

(7) Incorporated by reference to the Registration Statement on Form N-6 filed by the Registrant on May 2, 2013

(File No. 333-188304; Accession No. 0001193125-13-196448)

(8) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 filed by the Registrant on July 15, 2013 (File No. 333-188304; Accession No. 0001193125-13-290766)

(9) Incorporated by reference to Pre-Effective Amendment No. 2 on Form N-6 filed by the Registrant on September 27, 2013 (File No. 333-188304; Accession No. 0001193125-13-382543)

(10) Incorporated by reference Post-Effective Amendment No. 1 to the Registration statement on Form N-6 filed by the Registrant on April 25, 2014 (File No. 333-188304; Accession No. 0001193125-14-158833)

(11) Incorporated by reference Post-Effective Amendment No. 2 to the Registration statement on Form N-6 filed by the Registrant on

April 24, 2015 (File No. 333-188304; Accession No. 0001193125-15-146150)

(12) Filed herewith.

** Financial information redacted

Item 28. Directors and Officers of the Depositor

The following is a list of directors and principal officers of The Guardian Insurance & Annuity Company, Inc. (“GIAC”), the depositor of the Registrant. The principal business address of each director and officer is 7 Hanover Square, New York, New York 10004. List is effective as of April 8, 2015.

POSITION with GIAC	Name
Director & President	Michael B. Cefole
Director	Marc Costantini
Director	Donald P. Sullivan, Jr.
Director, Senior Vice President & Corporate Chief Actuary	Michael Slipowitz
Executive Vice President & Chief Investment Officer	Thomas G. Sorell
Executive Vice President, General Counsel & Associate Corporate Secretary	Tracy L. Rich
Senior Vice President, Chief Financial Officer	Gordon Bailey
Senior Vice President, Product Management	Douglas Dubitsky
Senior Vice President, Counsel & Assistant Corporate Secretary	Richard T. Potter, Jr.
Senior Vice President, Chief Actuary- Individual Life	Charles Marino
Senior Managing Director, Head of Real Estate Investments	Robert T. O’Rourke
Senior Managing Director, Investments; Asset Allocation and Fixed Income Portfolio Management	Douglas Dupont
Senior Managing Director, Investments; Asset Liability and Equity Portfolio Management	Douglas Niemann
Managing Director	John Blaney
Managing Director	Kevin Booth
Managing Director	Douglas Gaylor
Managing Director	Robert J. Crimmins, Jr.
Managing Director	Thomas M. Donohue
Managing Director & Derivatives Risk Officer	Atanas H. Goranov
Managing Director, Head of Private Equity	Maurice Gordon
Managing Director	Paul Jablansky
Managing Director	Stewart M. Johnson
Managing Director, Private Placements	Brian E. Keating
Managing Director, Investment Actuary	Chi M. Kwok
Managing Director, Real Estate Portfolio Manager	Robert LoCascio
Managing Director	David J. Marmon
Managing Director	Robert A. Reale
Managing Director, Head of Commercial Mortgages Investments	Daniel Maples
Vice President and Actuary, Individual Life	Jess Geller
Vice President, Corporate Tax	Bruce P. Chapin
Vice President, Treasurer	Walter R. Skinner
Vice President & Director of Finance	John H. Walter
Vice President, Head of FP&A and Financial Reporting	Kevin Lyons
Second Vice President & NRO Controller, Individual Life Finance	Paul Iannelli
Second Vice President, Retirement Services	Travis Ovitt
Senior Director	Demetrios Tsaparas
Second Vice President & Chief Compliance Officer	Linda Senker
Senior Director, Private Placements	Edward J. Brennan
Senior Director, Private Placements	Timothy Powell
Senior Director, Real Estate Portfolio Manager	Mark A. DePrima
Senior Director, Private Placements	Gwendolyn Foster
Senior Director, Fixed Income Trading	John Gargana
Senior Director, Real Estate	Gary A. Gorecki
Senior Director, Private Placements	Barry J. Scheinholtz
Senior Director	John Paul Gillin
Senior Director, Derivatives Risk Analytics, Investments	Kampoleak Pal
Senior Director, Private Equity Investments	ChengWang
Vice President, Strategic Initiatives & Distribution Support	Robert Chamerda
Vice President, Retirement Product Fund Management	Stuart Carlisle
Second Vice President, Product Management, Individual Annuity, Retirement Solutions	Nahulan Ethirveerasingam
Second Vice President, Head of Client Services Second Vice President, Head of 401(k) Business Growth Initiatives	Christopher Pic Matthew Butler
Assistant Vice President & Actuary	Mordechai Shapiro
Assistant Vice President , Annuity Operations and Customer Service	Christian Mele
Assistant Controller	James Nemeth
Associate Actuary	Mariana Slepovitch
Director, Corporate Secretary	Sonya L. Crosswell
Director, Variable Product Issue	Brenda L. Ahner
Director, GIAC Compliance & Licensing	Tricia P. Mohr
Director, Policy Forms	John J. Monahan
Director, Fixed Income Trading	Martin Vernon
Director, Financial Reporting & Sales Support, Retirement Solutions	Sanjay Patel

C-4

Item 29. Persons Controlled by or under Common Control with Depositor or Registrant

The following list sets forth the persons directly controlled by The Guardian Life Insurance Company of America (“Guardian Life”), the parent company of GIAC, the Registrant’s depositor, as of December 31, 2014. Those entities that are indented under another entity are subsidiaries of that entity and, therefore, indirect subsidiaries of Guardian Life.

Name	State of Incorporation or Organization	Percent of Voting Securities Owned
The Guardian Insurance & Annuity Company, Inc.	Delaware	100%
Park Avenue Securities LLC	Delaware	100%
Guardian Baillie Gifford Limited	Scotland	51%
Hanover Square Funding, LLC	Delaware	100%
Guardian Investor Services LLC	Delaware	100%
RS Investment Management Co. LLC	Delaware	96.19%
RS Investments (Hong Kong) Limited	Hong Kong	100% (indirectly owned)
RS Investments (UK) Limited	England	100% (indirectly owned)
RS Funds Distributor LLC	Delaware	100% (indirectly owned)
RS Investment Management (Singapore) Pte Ltd.	Singapore	100% (indirectly owned)
Park Avenue Life Insurance Company	Delaware	100%
Family Service Life Insurance Company	Texas	100%
Sentinel American Life Insurance Company	Texas	100%
Berkshire Life Insurance Company of America	Massachusetts	100%
Berkshire Acquisition LLC	Delaware	100%
Berkshire Acquisition II, LLC	Delaware	100%
First Commonwealth, Inc.	Delaware	100%
Managed DentalGuard, Inc.	Ohio	100%
First Commonwealth Limited Health Services Corporation	Illinois	100%
First Commonwealth of Illinois, Inc.	Illinois	100%
First Commonwealth of Missouri, Inc.	Missouri	100%
First Commonwealth Limited Health Service Corporation of Michigan	Michigan	100%
First Commonwealth Insurance Company	Illinois	100%
Reed Group, Ltd.	Colorado	100%
Access Professional Dental Care, LLC	Delaware	100%
Access Professional Dental Services, LLC	Delaware	100%
Premier Access Administrators	California	100%
Premier Access Insurance Company	California	100%
Sacramento Access Dental, Inc.	California	100%
Bay Access Dental, Inc.	California	100%
Data Telesis Private Limited	India	100%
Premier Group, Inc.	California	100%
Access Dental Plan of Utah, Inc.	Utah	100%
AAA Access Dental Plan of Texas, Inc.	Texas	100%
Access Dental Plan of Nevada, Inc.	Nevada	100%
Blue Hills Dental Plan of Arizona, Inc.	Arizona	100%
Access Dental Plan	California	100%
Blue Hills Dental Management, Inc.	California	100%
Managed Dental Care	California	100%
Managed DentalGuard, Inc.	New Jersey	100%
Managed DentalGuard, Inc.	Texas	100%
Guardian Distributors, LLC	Delaware	100%
Innovative Underwriters, Inc.	New Jersey	100%
RS Global Fund	Massachusetts	82.05%
RS High Yield Fund	Massachusetts	44.29%
RS Strategic Income Fund	Massachusetts	48.42%
RS China Fund	Massachusetts	92.67%
RS Investors Fund	Massachusetts	21.14%
RS Emerging Markets Small Cap Fund	Massachusetts	92.54%
Guardian Shores, LLC	Delaware	100%
Shores, LLC	Delaware	50%
Guardian LCP Commercial I LLC	Delaware	100%
LEI LCP-GL Commercial, LLC	Delaware	75%
Hanover Acquisition LLC	Delaware	100%
Guardian Parkside Commons LLC	Delaware	100%
Guardian Ledges, LLC	Delaware	100%
Guardian Quincy, LLC	Delaware	100%
Hanover Acquisition 5 LLC	Delaware	100%
Spencer Airport Center LLC	Delaware	100%
Hanover Acquisition II LLC	Delaware	100%
Guardian Cliffside LLC	Delaware	60%
Guardian Juanita Village, LLC	Delaware	100%
Hanover Acquisition 3 LLC	Delaware	100%
Hanover Acquisition IV LLC	Delaware	100%
Guardian Eldorado, LLC	Delaware	75%
Guardian Campus Holdings LLC	Delaware	100%
Campus Drive Land Partners LLC	Delaware	100%
Campus Drive Fee Owner LLC	Delaware	100%
Campus Drive Manager LLC	Delaware	90%
Guardian Westwood Holdings LLC	Delaware	100%
Westwood Drive Land Partners LLC	Delaware	100%

C-5

Westwood Drive Fee Owner LLC	Delaware	100%
Guardian Tyron Village LLC	Delaware	100%
Guardian Park Place LLC	Delaware	100%
Spencer Airport Center Phase III, LLC	Delaware	100%
Spencer Airport Center Phase IV, LLC	Delaware	100%
Guardian Piazza D’Oro	Delaware	100%
Guardian CapCo, LLC	Delaware	100%
901 Hawthorne/250 Spring Lake, LLC	Delaware	60%
360 S. Acacia Partnership	New York	53%
Airside Business Park LP	Pennsylvania	25%
B.A. Ventures, LLC	New York	50%
Broadway Denver LLC	Delaware	60%
G-M Joint Venture	Tennessee	90%
GH Scottsdale I LLC	Delaware	50%
GH Warner LLC	Delaware	50%
Golden State II	California	50%
Lowe Capital Partners, LLC	Delaware	80%
Guardian KW/Santa Maria Land Partners, LLC	Delaware	60%
Guardian/KW Hayward Member, LLC	Delaware	60%
Guardian Forest Creek LLC	Delaware	90%
Guardian Park Potomac LLC	Delaware	100%
Guardian Santa Fe Partnership	Colorado	75%
Guardian Timber Ridge LLC	Delaware	90%
Space Center Apartments, LLC	Delaware	50%
TruAmerica Muiltifamily LLC	Delaware	80%
TruAmerica Properties LLC	Delaware	80%
Campus Drive Manager LLC	Delaware	90%
Westwood Drive Manager	Delaware	90%
TruAmerica Properties II LLC	Delaware	40%
Deasil Manager LLC	Delaware	39.61% (indirectly owned)
Deasil Lender LLC	Delaware	39.61% (indirectly owned)
Mediterranean Operator LLC	Delaware	39.61% (indirectly owned)
Galena Way Manager LLC	Delaware	37% (indirectly owned)
Galena Way Land Partners LLC	Delaware	3.7% (indirectly owned)
Galena Way Fee Owner LLC	Delaware	3.7% (indirectly owned)
Monaco Parkway Fee Owner LLC	Delaware	3.7% (indirectly owned)
Monaco Parkway Manager LLC	Delaware	37% (indirectly owned)
Petrovitsky Road Manager LLC	Delaware	37% (indirectly owned)
Petrovitsky Road Land Partners LLC	Delaware	3.7% (indirectly owned)
Petrovitsky Road Fee Owner LLC	Delaware	3.7% (indirectly owned)
Hanover Acquisition VI, LLC	Delaware	100%
Guardian/Abbey, LLC	Delaware	72%
400 Columbus Avenue LLC	New York	100%
Guardian LEIM, LLC	Delaware	100%
Lowe Enterprises Investment Management, LLC	Delaware	50%
Guardian Hilltop LLC	Delaware	100%
Guardian/KW Hilltop, LLC	Delaware	50%
Guardian Mercury, LLC	Delaware	100%
The Mercury Homes, LLC	Delaware	27%
Guardian/Mile High, LLC	Delaware	100%
Guardian/DCC, LLC	Delaware	90%
Guardian LCP Hospitality I LLC	Delaware	100%
LEI LCP-GL, LLC	Delaware	75%
Guardian LCP Hospitality Finance LLC	Delaware	100%
LEI LCP-GL II, LLC	Delaware	73%
Guardian Deasil Holdings, LLC	Delaware	100%
Deasil Land Partners LLC	Delaware	15.35% (indirectly owned)
Bayridge Fee Owner LLC	Delaware	15.35% (indirectly owned)
Canyon Crest Fee Owner LLC	Delaware	15.35% (indirectly owned)
Canyon Ridge Fee Owner LLC	Delaware	15.35% (indirectly owned)
Colonnade Fee Owner LLC	Delaware	15.35% (indirectly owned)
Colony Fee Owner LLC	Delaware	15.35% (indirectly owned)

C-6

Forest Park Fee Owner LLC	Delaware	15.35% (indirectly owned)
Harborview Fee Owner LL	Delaware	15.35% (indirectly owned)
Hidden Hills Fee Owner LLC	Delaware	15.35% (indirectly owned)
Mediterranean Fee Owner LP	Delaware	15.35% (indirectly owned)
Mountain Summit Fee Owner LLC	Delaware	15.35% (indirectly owned)
Reche Ridge Fee Owner LLC	Delaware	15.35% (indirectly owned)
Towne Center Fee Owner LLC	Delaware	15.35% (indirectly owned)
Tuscan Village Fee Owner LLC	Delaware	15.35% (indirectly owned)
Waterstone Magnolia Fee Owner LLC	Delaware	15.35% (indirectly owned)
Guardian Lowry LLC	Delaware	100%
Monaco Parkway Land Partners LLC	Delaware	25% (indirectly owned)
Monaco Parkway Fee Owner LLC	Delaware	25% (indirectly owned)
Guardian Ponderosa LLC	Delaware	100%
Galena Way Land Partners LLC	Delaware	25% (indirectly owned)
Galena Way Fee Owner LLC	Delaware	25% (indirectly owned)
Guardian Carriages LLC	Delaware	100%
Petrovitsky Road Land Partners LLC	Delaware	25% (indirectly owned)
Petrovitsky Road Fee Owner LLC	Delaware	25% (indirectly owned)
Guardian LCP2A, LLC	Delaware	100%
Lowe Capital Partners 2A , LLC	Delaware	93.33%
Guardian LCP2B, LLC	Delaware	100%
Lowe Capital Partners 2B, LLC	Delaware	50%
Willowbrook Center Joint Venture	Illinois	90%
GR Lenexa, LLC*	Delaware	50%
Guardian/KW NOHO Manager, LLC*	Delaware	50%
Guardian Wakefield LLC*	Delaware	100%
Guardian Blossom Hill, LLC*	Delaware	100%
Guardian/KW Blossom Hill, LLC*	Delaware	85%
Guardian Wakefield LLC*	Delaware	100%

* Inactive

The following list sets forth the entities directly controlled by GIAC for the benefit of various contract holders and, thus, indirectly controlled by Guardian Life, as of December 31, 2014

Name	Place of Incorporation or Organization	Approximate Percentage of Voting Securities Owned by GIAC
RS Variable Products Trust	Massachusetts		100	%

C-7

Item 30. Indemnification

The By-Laws of The Guardian Insurance & Annuity Company, Inc. provide that the Company shall, to the fullest extent legally permissible under the General Corporation Law of the State of Delaware, indemnify and hold harmless officers and directors of the Corporation for certain liabilities reasonably incurred in connection with such person’s capacity as an officer or director.

The Certificate of Incorporation of the Corporation includes the following provision:

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 164 of the Delaware General Corporation Law, or (iv) for any transaction for which the director derived an improper personal benefit.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Principal Underwriters

(a) Park Avenue Securities LLC (“PAS”) is the principal underwriter of the Registrant’s variable life insurance policies and variable annuity contracts.

In addition, PAS is the distributor of variable annuity and variable life insurance contracts currently offered by GIAC through its separate accounts, The Guardian/Value Line Separate Account, The Guardian Separate Account A, The Guardian Separate Account B, The Guardian Separate Account C, The Guardian Separate Account D, The Guardian Separate Account E, The Guardian Separate Account F, The Guardian Separate Account K, The Guardian Separate Account M, The Guardian Separate Account N, The Guardian Separate Account Q, The Guardian Separate Account R, Separate Account 1 and Separate Account 2 which are all registered as unit investment trusts under the 1940 Act.

(b) The following is a list of managers and principal officers of PAS. The principal business address of each person is 7 Hanover Square, New York, New York 10004. List is effective as of April 8, 2015.

POSITION with PAS	NAME
Manager & President	John Palazzetti
Manager, Senior Vice President, Principal Executive Officer, Wholesale Division	Michael B. Cefole
Manager	Marc Constantini
Manager	D. Scott Dolfi
Manager	Michael N. Ferik
Manager	Donald P. Sullivan, Jr.
Executive Vice President, General Counsel & Associate Corporate Secretary	Tracy L. Rich
Vice President, Counsel & Assistant Corporate Secretary	Richard T. Potter, Jr.
Vice President, Wholesale Division	Douglas Dubitsky
Vice President, Financial Officer, Wholsale Division	John Walter
Vice President, Head of Business Administration and Control	Barbara Fuentez
Field Vice President, National Sales Manager, Wholesale Division	James Lake
Second Vice President, Business Technology Services	Domenica Grittani
Second Vice President, Chief Compliance Officer, Wholesale Division	Linda Senker
Second Vice President, Head of Strategic Initiatives	Marianne Caswell
Second Vice President, Head of Business Management Distribution	Frank Kulak
Second Vice President & Chief Compliance Officer	Kenneth Goodall
Second Vice President, National Control Officer	Frank Ingraham
Second Vice President, Wholesale Division Second Vice President, Wholesale Division	Robert Chamerda Nahulan Ethirveerasingam
Assistant Vice President & Chief Operations Officer Assistant Vice President & Head of Finance	Michael Ryniker James Conway
Director, Agent Contracting & Licensing	Gregory Blazinski
Director, Corporate Secretary	Sonya L. Crosswell
Counsel Assistant Corporate Secretary	Joshua Hergan Robert D. Grauer

(c) PAS, as the principal underwriter of the Registrant’s variable life contracts received, either directly or indirectly, the following commissions or other compensation from the Registrant during the last fiscal year.

Net Underwriting Discounts and Commissions	Compensation on Redemption or Annuitization	Brokerage Commission	Compensation
N/A	N/A	N/A	N/A

C-8

Item 32. Location of Accounts and Records

Most of the Registrant’s accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by GIAC, the depositor, at its Customer Service Office, 3900 Burgess Place, Bethlehem, Pennsylvania 18017. Documents constituting the Registrant’s corporate records are also maintained by GIAC but are located at its Executive Office, 7 Hanover Square, New York, New York 10004.

Item 33. Management Services

None.

Item 34. Fee Representation

The Depositor, GIAC, hereby undertakes and represents that the fees and charges deducted under the policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by GIAC.

C-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, The Guardian Separate Account N certifies that it meets all the requirements for the effectiveness of this Post-Effective Amendment No. 3 to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Post-Effective Amendment No. 3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on April 27, 2015.

THE GUARDIAN SEPARATE ACCOUNT N
(Name of Registrant)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
(Name of Depositor)
By:	/s/ Richard T. Potter, Jr.
	Senior Vice President, Counsel & Assistant Corporate Secretary

C-10

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed below by the following directors and principal officers of The Guardian Insurance & Annuity Company, Inc. in the capacities and on the date indicated.

	/s/ Michael Slipowitz* Michael Slipowitz	Director and Senior Vice President and Corporate Chief Actuary
	/s/ Gordon Bailey Gordon Bailey (Principal Financial Officer)	Vice President, Chief Financial Officer
	/s/ Michael B. Cefole	Director and President
	Michael B. Cefole (Principal Executive Officer)
	/s/ Donald P. Sullivan, Jr.* Donald P. Sullivan, Jr.	Director
	/s/ Marc Costantini*	Director
	Marc Costantini
By:	/s/ Richard T. Potter, Jr.	Date: April 27, 2015
	Senior Vice President, Counsel & Assistant Corporate Secretary

* Pursuant to Power of Attorney

C-11

The Guardian Separate Account N

Exhibit Index

Exhibit Number	Description
(n)	Consent of Independent Registered Accountant