N-CSR 1 dncsr.htm GIARDIAN VARIABLE CONTRACT FUNDS Giardian Variable Contract Funds

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 811-03636

The Guardian Variable Contract Funds, Inc.

(Exact name of registrant as specified in charter)

 

7 Hanover Square New York, N.Y.   10004
(Address of principal executive offices)   (Zip code)

 

Frank L. Pepe   Thomas G. Sorell
The Guardian Variable Contract Funds, Inc.   The Guardian Variable Contract Funds, Inc.
7 Hanover Square   7 Hanover Square
New York, N.Y. 10004   New York, N.Y. 10004

(Name and address of agents for service)

Registrant’s telephone number, including area code: (800) 221-3253

Date of fiscal year end: December 31

Date of reporting period: December 31, 2005


ITEM 1. REPORTS TO STOCKHOLDERS.


n   The Guardian Stock Fund

 

Annual Report
To Contractowners


 

LOGO

 

Manind V. Govil, CFA Portfolio Manager

 

Objective:

Long-term growth of capital

 

Portfolio:

At least 80% common stocks and securities convertible into common stocks

 

Inception Date:

April 13, 1983

 

Net Assets at December 31, 2005:

$1,035,233,976

 


 

An Update from Fund Management

 

U.S. stocks struggled to finish 2005 in positive territory, after two years of double-digit returns in 2003 and 2004. The S&P 500 Index returned 4.91% for the year, but needed an 11th-hour surge in November to move out of negative territory. Throughout 2005, the market was vulnerable to concerns that record-high energy prices, combined with Federal Reserve monetary policy tightening, would depress consumer spending and thereby cause the economic expansion to falter. In addition, investors fretted over the very real impact of high energy prices on the profit margins of industrial and other companies (such as truckers, restaurants and retailers) with heavy energy consumption needs.

 

Energy stocks led the market in 2005 with a 31% total return, as producers and energy service companies benefited from sustained high commodity prices. Utility stocks were the next best sector with a 17% total return, led by shares of independent power producers. No other sector posted a double-digit gain; financial stocks rose over 6% on the strength of broker-dealer and REIT shares, while healthcare also gained over 6% due to sharp gains in hospital and HMO stocks.

 

The Guardian Stock Fund returned 4.30%. Stock selection was positive across most sectors, most notably industrials and energy, while healthcare was the only significant negative. At the portfolio level, the net benefit from selection was offset by modestly negative sector allocation, most notably in the energy sector where our slight average underweight cost us relative performance in the market’s strongest sector.

 

During 2005 our essential strategy was unchanged: to provide a fundamentally-managed large cap core fund. However, The Guardian Stock Fund did experience a change of portfolio managers and investment process, as well as an interim period of approximately five months between the departure of Richard Goldman and my arrival as Portfolio Manager on August 1, 2005. During that period, the Fund was co-Managed by Tom Sorell, Chief Investment Officer of The Guardian Insurance & Annuity Company, Inc. and Matthew Ziehl, Portfolio Manager of The Guardian Small Cap Stock Fund.

 

From August 1st through the end of 2005, The Guardian Stock Fund returned 2.92% versus 2.09% for the S&P 500 Index. We firmly believe that our most critical mission is to increase performance relative to peers and the benchmark. In our efforts to achieve this objective, we are enhancing the fundamental research process by increasing the depth of research and critical

thinking on each investment name in the portfolio. The involvement of our quantitative team is also being enhanced in the investment process. Our investment philosophy and style will likely result in fewer companies and lower turnover in the portfolio and alpha (return relative to the market) being driven primarily through stock selection.

 

Our endeavor is to invest in companies that we believe will emerge stronger from the current economic environment. We seek companies with improving fundamentals for the long-term,

 


About information in this report:

 

  It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested.

 

  The S&P 500 Index is an index of 500 primarily large cap U.S. stocks that is generally considered to be representative of U.S. stock market activity. Index returns are provided for comparative purposes. Please note that the index is unmanaged and not available for direct investment and its returns do not reflect the fees and expenses that have been deducted from the Fund.

 

THE GUARDIAN STOCK FUND    1


n   The Guardian Stock Fund

 

Annual Report
To Contractowners


 

whose stocks we believe are mispriced and therefore do not fully reflect their stronger underlying business prospects. Fundamentals endure long after market emotions that cause volatile short-term swings in share prices are forgotten. We believe this strategy over time has the potential to generate superior long term results.

 

The views expressed above are those of the Fund’s portfolio manager(s) as of December 31, 2005 and are subject to change without notice. They do not necessarily represent the views of Guardian Investor Services LLC. The views expressed herein are based on current market conditions and are not intended to predict or guarantee the future performance of any Fund, any individual security, any market or market segment. The composition of each Fund’s portfolio is subject to change. No recommendation is made with respect to any security discussed herein.

 

Top Ten Holdings  (As of 12/31/2005)

 

Company      Percentage of
Total Net Assets
 

AT & T, Inc.

     3.76 %

Citigroup, Inc.

     2.96 %

Procter & Gamble Co.

     2.90 %

Wyeth

     2.56 %

Wachovia Corp.

     2.46 %

McDonald’s Corp.

     2.17 %

Caterpillar, Inc.

     2.13 %

Chevron Corp.

     2.12 %

General Electric Co.

     1.98 %

Intel Corp.

     1.94 %

 

Sector Weightings vs. Index  (As of 12/31/2005)

 

LOGO

 


 

2   THE GUARDIAN STOCK FUND


n   The Guardian Stock Fund

 

Annual Report
To Contractowners


 

Average Annual Total Returns  (For periods ended 12/31/2005)

 

    

1

Yr

  

5

Yrs

   10
Yrs
  

Since Inception

4/13/1983

The Guardian Stock Fund

   4.30%    –3.55%    6.30%    11.58%

S&P 500 Index

   4.91%    0.55%    9.07%    12.54%

 


All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

 

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. 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. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units.

 

Growth of a Hypothetical $10,000 Investment

 

To give you a comparison, the chart below shows the performance of a hypothetical $10,000 investment made in The Guardian Stock Fund and in the S&P 500 Index 10 years ago. This performance does not reflect the deduction of taxes that a shareholder may pay on distributions or redemption of shares. Returns represent past performance and are not indicative of future results. Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

 

LOGO

 

Fund Expenses

 

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example 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 underlying funds.

 

The example is based on an investment of $1,000 invested on July 1, 2005 and held for six months ended December 31, 2005.

 


 

THE GUARDIAN STOCK FUND    3


n   The Guardian Stock Fund

 

Annual Report
To Contractowners


 

Actual Expenses

 

The first line in the table provides information about actual account values and actual expenses. You may use the information in this row, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line in 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 and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

 

       Beginning
Account Value
July 1, 2005
     Ending
Account Value
December 31, 2005
     Expenses Paid
During Period*
     Annualized
Expense Ratio

Actual

     $ 1,000.00      $ 1,069.00      $ 2.92      0.56%

Hypothetical (5% return before expenses)

     $ 1,000.00      $ 1,022.38      $ 2.85      0.56%

 

*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year).

 


 

4   THE GUARDIAN STOCK FUND


n   The Guardian Stock Fund

 

Schedule of Investments

 

December 31, 2005

 

Shares         Value
             
Common Stocks — 98.5%       
Aerospace and Defense — 3.8%       
225,400   

Boeing Co.

   $ 15,832,096
120,400   

General Dynamics Corp.

     13,731,620
183,600   

United Technologies Corp.

     10,265,076
         

            39,828,792

Beverages — 1.3%       
226,700   

PepsiCo., Inc.

     13,393,436

Biotechnology — 1.6%       
206,000   

Amgen, Inc.*

     16,245,160

Capital Markets — 2.9%       
99,300   

Affiliated Managers Group, Inc.*

     7,968,825
94,000   

Goldman Sachs Group, Inc.

     12,004,740
79,800   

Lehman Brothers Hldgs., Inc.

     10,227,966
         

            30,201,531

Chemicals — 0.6%       
120,700   

Rohm & Haas Co.

     5,844,294

Commercial Banks — 4.2%       
383,500   

Bank of America Corp.

     17,698,525
482,400   

Wachovia Corp.

     25,499,664
         

            43,198,189

Commercial Services and Supplies — 0.5%       
150,900   

Robert Half Int’l., Inc.

     5,717,601

Communications Equipment — 2.3%       
901,300   

Cisco Systems, Inc.*

     15,430,256
199,700   

QUALCOMM, Inc.

     8,603,076
         

            24,033,332

Computers and Peripherals — 4.5%       
103,100   

Apple Computer, Inc.*

     7,411,859
953,900   

EMC Corp.*

     12,992,118
470,800   

Hewlett Packard Co.

     13,479,004
161,400   

Int’l. Business Machines

     13,267,080
         

            47,150,061

Consumer Finance — 1.6%       
115,400   

American Express Co.

     5,938,484
122,300   

Capital One Financial Corp.

     10,566,720
         

            16,505,204

Diversified Financial Services — 3.0%       
632,266   

Citigroup, Inc.

     30,683,869

Diversified Telecommunication Services — 3.8%       
1,589,536   

AT & T, Inc.

     38,927,736

Electric Utilities — 1.3%       
246,200   

Exelon Corp.

     13,083,068

Electrical Equipment — 1.5%       
267,900   

Rockwell Automation, Inc.

     15,848,964

Electronic Equipment and Instruments — 0.6%       
162,900   

Jabil Circuit, Inc.*

     6,041,961

Energy Equipment and Services — 1.2%       
181,500   

Transocean, Inc.*

     12,648,735

Food and Staples Retailing — 1.3%       
292,200   

Wal-Mart Stores, Inc.

     13,674,960

Food Products — 3.8%       
159,000   

Bunge Ltd.

     9,000,990
348,500   

Dean Foods Co.*

     13,124,510
353,100   

General Mills, Inc.

     17,414,892
         

            39,540,392

Shares         Value
             
Health Care Equipment and Supplies — 1.6%       
137,200   

Fisher Scientific Int’l., Inc.*

   $ 8,487,192
154,200   

St. Jude Medical, Inc.*

     7,740,840
         

            16,228,032

Health Care Providers and Services — 2.0%       
139,500   

McKesson Corp.

     7,196,805
215,600   

UnitedHealth Group, Inc.

     13,397,384
         

            20,594,189

Hotels, Restaurants and Leisure — 2.2%       
665,100   

McDonald’s Corp.

     22,427,172

Household Durables — 1.6%       
226,300   

KB Home

     16,442,958

Household Products — 4.1%       
227,200   

Colgate-Palmolive Co.

     12,461,920
518,200   

Procter & Gamble Co.

     29,993,416
         

            42,455,336

Industrial Conglomerates — 2.8%       
585,700   

General Electric Co.

     20,528,785
289,900   

Tyco Int’l. Ltd.

     8,366,514
         

            28,895,299

Information Technology Services — 0.8%       
137,500   

Affiliated Computer Svcs.,
Inc. — Class A*

     8,137,250

Insurance — 4.5%       
288,200   

Allstate Corp.

     15,582,974
319,700   

Aon Corp.

     11,493,215
228,300   

Fidelity National Financial, Inc.

     8,399,157
313,000   

Genworth Financial, Inc. — Class A

     10,823,540
         

            46,298,886

Internet and Catalog Retail — 0.9%       
216,700   

eBay, Inc.*

     9,372,275

Internet Software and Services — 0.5%       
124,700   

Yahoo! Inc.*

     4,885,746

Machinery — 3.1%       
382,200   

Caterpillar, Inc.

     22,079,694
260,800   

Ingersoll-Rand Co. Ltd. — Class A

     10,528,496
         

            32,608,190

Media — 2.5%       
741,900   

Time Warner, Inc.

     12,938,736
407,200   

Viacom, Inc. — Class B*

     13,274,720
         

            26,213,456

Multiline Retail — 1.4%       
259,400   

J.C. Penney Co., Inc.

     14,422,640

Multi–Utilities — 0.9%       
116,500   

Dominion Resources, Inc.

     8,993,800

Office Electronics — 0.8%       
138,900   

Canon, Inc. ADR

     8,171,487

Oil, Gas and Consumable Fuels — 7.5%       
386,000   

Chevron Corp.

     21,913,220
190,400   

Cimarex Energy Co.*

     8,189,104
324,000   

ConocoPhillips

     18,850,320
359,700   

Noble Energy, Inc.

     14,495,910
181,800   

Occidental Petroleum Corp.

     14,522,184
         

            77,970,738

 


See notes to financial statements.

 

     5


n   The Guardian Stock Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value
               
  Pharmaceuticals — 7.4%       
  245,800   

Abbott Laboratories

   $ 9,691,894
  156,900   

AstraZeneca PLC ADR

     7,625,340
  220,100   

Johnson & Johnson

     13,228,010
  824,180   

Pfizer, Inc.

     19,219,878
  575,500   

Wyeth

     26,513,285
           

              76,278,407


  Road and Rail — 1.5%       
  227,000   

Burlington Northern Santa Fe

     16,076,140


  Semiconductors and Semiconductor Equipment — 3.0%
  803,100   

Intel Corp.

     20,045,376
  356,000   

Texas Instruments, Inc.

     11,416,920
           

              31,462,296


  Software — 3.1%       
  204,800   

Adobe Systems, Inc.

     7,569,408
  253,900   

BMC Software, Inc.*

     5,202,411
  755,400   

Microsoft Corp.

     19,753,710
           

              32,525,529


  Specialty Retail — 1.1%       
  272,800   

Home Depot, Inc.

     11,042,944


  Thrifts and Mortgage Finance — 2.7%       
  363,900   

Countrywide Financial Corp.

     12,441,741
  243,100   

Federal Home Loan Mortgage Corp.

     15,886,585
           

              28,328,326


  Tobacco — 1.6%       
  216,100   

Altria Group, Inc.

     16,146,992


  Wireless Telecommunication Services — 1.1%       
  425,400   

American Tower Corp.*

     11,528,340


      

Total Common Stocks
(Cost $928,635,859)

     1,020,073,713


   
Principal
Amount
        Value
  Repurchase Agreement — 1.3%       
$ 13,295,000   

State Street Bank and Trust Co.

repurchase agreement,

dated 12/30/2005, maturity

value of $13,301,086 at

4.12%, due 1/3/2006 (1)
(Cost $13,295,000)

   $ 13,295,000


 
 
Total Investments — 99.8%
(Cost $941,930,859)
     1,033,368,713
 
 
Cash, Receivables, and Other Assets
Less Liabilities — 0.2%
     1,865,263


  Net Assets — 100%    $ 1,035,233,976


 

*   Non-income producing security.
(1)   The repurchase agreement is fully collateralized by $13,495,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $13,562,475.

 

Glossary:

ADR — American Depositary Receipt.

 


See notes to financial statements.

 

6    


n   The Guardian Stock Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

        

Investments, at market (cost $941,930,859)

   $ 1,033,368,713  

Cash

     518  

Receivable for securities sold

     15,001,949  

Dividends receivable

     832,908  

Receivable for fund shares sold

     77,041  

Interest receivable

     3,043  

Other assets

     27,741  
    


Total Assets

     1,049,311,913  
    


LIABILITIES

        

Payable for securities purchased

     12,477,030  

Payable for fund shares redeemed

     1,005,220  

Accrued expenses

     148,640  

Due to GIS

     447,047  
    


Total Liabilities

     14,077,937  
    


Net Assets

   $ 1,035,233,976  
    


COMPONENTS OF NET ASSETS

        

Capital stock, at par

   $ 35,344  

Additional paid-in capital

     1,465,570,730  

Undistributed net investment income

     8,000,130  

Accumulated net realized loss on investments

     (529,810,082 )

Net unrealized appreciation of investments

     91,437,854  
    


Net Assets

   $ 1,035,233,976  
    


Class I Shares Outstanding — $0.001 par value

     35,344,044  

Net Asset Value Per Share

     $29.29  

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Dividends

   $ 24,240,012  

Interest

     385,270  

Less: Foreign tax withheld

     (10,533 )
    


Total Income

     24,614,749  
    


Expenses:

        

Investment advisory fees — Note B

     5,524,020  

Printing expense

     192,436  

Custodian fees

     154,389  

Director’s fees — Note B

     121,939  

Insurance expense

     75,193  

Audit expense

     29,342  

Other

     79,019  
    


Total Expenses

     6,176,338  
    


Net Investment Income

     18,438,411  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — NOTE C

        

Net realized gain on investments — Note A

     82,377,554  

Net change in unrealized appreciation
on investments — Note C

     (61,998,935 )
    


Net Realized and Unrealized Gain
on Investments

     20,378,619  
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 38,817,030  
    


 


See notes to financial statements.

 

     7


n   The Guardian Stock Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 18,438,411        $ 17,254,034  

Net realized gain on investments

       82,377,554          67,073,893  

Net change in unrealized appreciation of investments

       (61,998,935 )        (13,746,259 )
      


    


Net Increase in Net Assets Resulting from Operations

       38,817,030          70,581,668  
      


    


Dividends to Shareholders from:

                     

Net investment income

       (12,958,536 )        (23,795,330 )
      


    


From Capital Share Transactions:

                     

Net decrease in net assets from capital share transactions — Note E

       (251,827,836 )        (240,129,458 )
      


    


Net Decrease in Net Assets

       (225,969,342 )        (193,343,120 )

NET ASSETS:

                     

Beginning of year

       1,261,203,318          1,454,546,438  
      


    


End of year*

     $ 1,035,233,976        $ 1,261,203,318  
      


    


*  Includes undistributed net investment income of:

     $ 8,000,130        $ 2,520,255  

 


See notes to financial statements.

 

8    


n   The Guardian Stock Fund

 

Financial Highlights

 

Selected data for a share of Class I shares outstanding throughout the years indicated:

 

    Year Ended December 31,

 
    2005     2004     2003     2002     2001  

Net asset value, beginning of year

  $28.42     $27.30     $22.71     $28.94     $37.21  


Income from investment operations:

                             

Net investment income

  0.50     0.39     0.28     0.24     0.20  

Net realized and unrealized gain/(loss) on investments

  0.70     1.23     4.57     (6.25 )   (8.16 )


Net increase/(decrease) from investment operations

  1.20     1.62     4.85     (6.01 )   (7.96 )


Dividends and distributions to shareholders from:

                             

Net investment income

  (0.33 )   (0.50 )   (0.26 )   (0.22 )   (0.08 )

Net realized gain on investments

                  (0.23 )


Total dividends and distributions

  (0.33 )   (0.50 )   (0.26 )   (0.22 )   (0.31 )


Net asset value, end of year

  $29.29     $28.42     $27.30     $22.71     $28.94  


Total return*

  4.30 %   6.00 %   21.45 %   (20.88 )%   (21.44 )%


Ratios/supplemental data:

                             

Net assets, end of year (000’s omitted)

  $1,035,234     $1,261,203     $1,454,546     $1,365,328     $2,060,451  

Ratio of expenses to average net assets

  0.56 %   0.54 %   0.54 %   0.54  %   0.53  %

Ratio of net investment income
to average net assets

  1.67 %   1.29 %   1.06 %   0.85  %   0.59  %

Portfolio turnover rate

  103 %   76 %   77 %   65  %   137  %


 

*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
     Inclusion of such charges would reduce the total returns for all periods shown.

 


See notes to financial statements.

 

     9


n   The Guardian Stock Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian Stock Fund (the Fund or GSF) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

GSF offers two classes of shares: Class I and Class II. The Class I shares of GSF are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America. GSF's Class II shares are available only through the ownership of annuity and insurance products offered by other insurance companies. The two classes of shares for GSF represent interests in the same portfolio of investments, have the same rights and are generally identical in all respects except that each class bears certain class expenses, and has exclusive voting rights with respect to any matter to which a separate vote of any class is required. As of December 31, 2005, no GSF Class II shares have been issued.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Securities listed on national securities exchanges are valued at the last sale price on such exchanges, or if no sale occurred, at the mean of the closing bid and asked prices. Securities that are traded on the NASDAQ National Securities Market are valued at the NASDAQ Official Closing Price.

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D).

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily. Dividend income is recorded on the ex-dividend date.

 

Foreign Currency Translation

 

GSF is permitted to buy international securities that are not U.S. dollar denominated. GSF’s books and records are maintained in U.S. dollars as follows:

 

(1)   The foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into U.S. dollars at the current rate of exchange.

 

(2)   Security purchases and sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

The resulting gains and losses are included in the Statement of Operations as follows:

 

Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial

 


 

10    


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

statement purposes as net realized gains and losses on investments. Realized foreign exchange gains and losses, which result from changes in foreign exchange rates between the date on which GSF earns dividends and interest or pays foreign withholding taxes or other expenses and the date on which U.S. dollar equivalent amounts are actually received or paid, are included in net realized gains or losses on foreign currency related transactions. Realized foreign exchange gains and losses which result from changes in foreign exchange rates between the trade and settlement dates on security and currency transactions are also included in net realized gains and losses on foreign currency related transactions. Net currency gains and losses from valuing other assets and liabilities denominated in foreign currency at the period end exchange rate are reflected in net change in unrealized appreciation or depreciation from translation of other assets and liabilities denominated in foreign currencies.

 

Forward Foreign Currency Contracts

 

GSF may enter into forward foreign currency contracts in connection with planned purchases or sales of securities, or to hedge against changes in currency exchange rates affecting the values of its investments that are denominated in a particular currency. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Fluctuations in the value of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by GSF. When forward contracts are closed, GSF will record realized gains or losses equal to the difference between the values of such forward contracts at the time each was opened and the values at the time each was closed. Such amounts are recorded in net realized gains or losses on foreign currency related transactions. GSF will not enter into a forward foreign currency contract if such contract would obligate it to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency.

 

Futures Contracts

 

GSF may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GSF is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GSF each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GSF. The daily changes in the variation margin are recognized as unrealized gains or losses by GSF. GSF’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GSF may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates, securities prices or prices of futures contracts move unexpectedly, GSF may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GSF. Net realized short-term and long-term capital gains for GSF will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GSF at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


2005

   $ 12,958,536

2004

     23,795,330

 

As of December 31, 2005, the components of accumulated losses on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Capital Loss
Carryforward


    Unrealized
Appreciation


$ 8,000,130   $ (527,823,431 )   $ 89,451,203

 

Taxes

 

GSF has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income

 


 

     11


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

(including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 

Withholding taxes on foreign interest, dividends and capital gains in GSF have been provided for in accordance with the applicable country’s tax rules and rates.

 

As of December 31, 2005, for federal income tax purposes, the Fund had capital losses carryforward as follows:

 

    Capital Loss
Carryforward


    Expiration
Date


    $ (191,563,092 )   2009
      (240,321,401 )   2010
      (95,938,938 )   2011
   


   
Total   $ (527,823,431 )    
   


   

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains, and the recharacterization of foreign exchange gains or losses to either ordinary income or realized capital gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 0.50% of the average daily net assets of the Fund.

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $1,127,831,454 and $1,379,126,213, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, at December 31, 2005 aggregated $103,247,059 and $13,795,856, respectively, resulting in net unrealized appreciation of $89,451,203. The cost of investments owned at December 31, 2005 for federal income tax purposes was $943,917,510.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GSF will 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, GSF maintains the right to sell the collateral and may claim any resulting loss against the seller.

 


 

12    


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Note E.   Transactions in Capital Stock

 

There are 300,000,000 shares of $0.001 par value capital stock authorized for GSF, divided into two classes, designated Class I and Class II shares. GSF Class I consists of 250,000,000 shares and Class II consists of 50,000,000 shares. Through December 31, 2005 no Class II shares of GSF were sold. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     919,355        1,077,316        $ 25,782,156        $ 29,325,252  

Shares issued in reinvestment of dividends

     468,155        860,754          12,958,536          23,795,330  

Shares repurchased

     (10,428,273 )      (10,831,155 )        (290,568,528 )        (293,250,040 )


Net decrease

     (9,040,763 )      (8,893,085 )      $ (251,827,836 )      $ (240,129,458 )


 

Note F.   Line of Credit

 

A $100,000,000 line of credit available to GSF and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year ended December 31, 2005, none of the funds borrowed against this line of credit.

 

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note G.   Management Information (Unaudited)

 

The directors and officers of GSF are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships

Interested Directors*

                   
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.
Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.

 

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     13


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
Dennis J. Manning
81 Graenest Ridge Road
Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life subsidiaries.

Disinterested Directors

                   
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust (9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.
Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

14    


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
William N. Goetzmann, Ph.D.
(1956)
  Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.
Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     15


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios (20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.
Robert G. Smith, Ph.D.
132 East 72nd Street, Apt. #1 New York, New York
10021
(1932)
  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

16    


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number of Funds
in the
Guardian Fund
Complex for which
Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice
President and
Secretary
  Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since 1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25
Richard A. Cumiskey
(1960)
  Chief
Compliance
Officer
  Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing
Director
  Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager — Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager — Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     17


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number of Funds
in the
Guardian Fund
Complex for which
Officer Serves
Jonathan C. Jankus
(1947)
  Managing
Director
  Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20
Stewart M. Johnson
(1952)
  Senior
Director
  Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20
Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Frank L. Pepe
(1942)
  Vice President and Treasurer   Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25
Richard T. Potter, Jr.
(1954)
  Vice President and Counsel   Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing Director   Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

18    


n   The Guardian Stock Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number of Funds
in the
Guardian Fund
Complex for which
Officer Serves
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25
Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     19


n   The Guardian Stock Fund

 

Report of Ernst & Young LLP,

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and

Shareholders of The Guardian Stock Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian Stock Fund (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian Stock Fund, a series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

20    


n   The Guardian Stock Fund

 

Board Approval of Investment Management Agreements (Unaudited)

 

The Boards of Directors of The Guardian Variable Contract Funds, Inc. (“GVCF”), GIAC Funds, Inc. (“GIAC”), The Guardian Bond Fund, Inc. (“GBF” and a “Fund”) and The Guardian Cash Fund, Inc. (“GCF” and a “Fund”) (together, the series of GVCF and GIAC, and GBF and GCF are referred to as the “Funds,”) approved the renewal of the management agreement for each Fund and, as applicable, the subadvisory agreement for each Fund on November 17, 2005. As a part of the renewal process, the Boards of Directors of GVCF, GIAC, GBF and GCF met independently of Fund management and of the interested Board Members to consider the renewal of: (1) the management agreement (“Management Agreement”) between each of the Funds and Guardian Investor Services LLC (“GIS”) or as applicable, Guardian Baillie Gifford Limited (“GBG” and together with GIS, each referred to as a “Manager”); (2) as applicable, the subadvisory agreements (each a “Subadvisory Agreement”) between GBG and Baillie Gifford Overseas Limited (“BGO”) and the subadvisory agreements between GIS and UBS Global Asset Management (Americas) Inc. (“UBS” and together with BGO, each referred to as a “Subadvisor”). (The Management Agreements and the Subadvisory Agreements are together referred to as the “Advisory Agreements.”) As part of the review process, the Independent Directors were represented by independent legal counsel. The Independent Directors reviewed comprehensive materials received from the Managers, Subadvisors and independent counsel in connection with contract review. The Independent Directors noted that each Board also received regular information throughout the year regarding performance and operating results of each Fund and that in evaluating the Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Managers on matters relating to the Funds.

 

In preparation for the review process, the Independent Directors met with independent legal counsel and discussed the type and nature of information to be provided and sent a formal request for information to Fund management. The Managers and Subadvisors provided extensive information to all Board members in response to the request. Among other information, the Independent Directors reviewed materials to assess the services provided by each Manager and Subadvisor, and, as applicable, information comparing the performance, advisory fees and expense ratios of each Fund to other mutual funds, information about the profitability from the Advisory Agreements to the Managers and to the Subadvisors, information about economies of scale and information about the other benefits to the Managers and Subadvisors and their affiliates resulting from their relationship with the Funds (“fall-out benefits”). The Independent Directors reviewed comparative performance and management fee and expense ratios of peer groups of funds selected by Morningstar, Inc. (“Morningstar”). The Independent Directors also received a memorandum from independent legal counsel advising them of their duties and responsibilities in connection with the review of the Advisory Agreements. In preparation for the November 17th meeting, the Independent Directors met on November 3, 2005, to review and discuss with independent legal counsel the information provided by Morningstar.

 

Based upon their review, the Independent Directors concluded that it was in the best interest of each Fund to renew each relevant Advisory Agreement and, accordingly, recommended to the full Board of each Fund the renewal of each applicable Advisory Agreement. In reaching this conclusion for each Fund, the Independent Directors did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

Management Agreements

 

Nature, Quality and Extent of Services. In reviewing the nature, quality and extent of services provided by the Managers, the Independent Directors considered the services provided by each Manager under the Management Agreements, including administrative services. The Independent Directors considered the experience and skills of senior management responsible for fund operations, the experience and skills of the personnel performing the functions under each Management Agreement and the resources made available to such personnel, the ability of the Managers to attract and retain high-quality personnel, and the organizational depth of the Managers. The Independent Directors concluded that appropriate resources were provided under each Management Agreement. The Independent Directors also considered the delegation of day-to-day portfolio management responsibility to UBS with respect to the Guardian UBS VC Large Cap Value Fund and the Guardian UBS VC Small Cap Value Fund and to BGO with respect to the Baillie Gifford International Growth Fund and the Baillie Gifford Emerging Markets Fund and the Managers’ ability to supervise the activities of the Subadvisors. The Independent Directors concluded each Manager’s supervisory program was satisfactory. The Independent Directors also considered the compliance program established by the Managers and the level of compliance attained by the Managers. Further, the Independent Directors considered that each Manager has had a long-term relationship with the Funds and has demonstrated its past and future commitment to support the Funds. The Independent Directors concluded that a long-term relationship with a capable, conscientious adviser was in the best interest of each Fund. Based upon all relevant factors, the Independent Directors concluded that the nature, quality and extent of the services provided by the Managers to each applicable Fund were satisfactory.

 


 

     21


n   The Guardian Stock Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and longer-term (three year, five year and ten year) periods, as applicable, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. The Independent Directors received comparative performance information prepared by Morningstar. The Independent Directors also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Independent Directors concluded that investment performance met acceptable levels of investment performance. For Funds that experienced underperformance, the Independent Directors reviewed the reasons for the underperformance and the remedial measures taken by the Manager to improve performance. The Independent Directors concluded that the Managers have in place an effective process to monitor performance and that reasonable steps had been implemented to address circumstances of underperformance where appropriate. Therefore, the Independent Directors concluded that it was in the best interests of the Funds to renew the Management Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s management fees and net expense ratios. The Independent Directors received information, based on data supplied by Morningstar, comparing each Fund’s management fee rates and total net expense ratio to advisory fees and total net expense ratios of the mutual funds in its peer group (as selected by Morningstar). The Independent Directors also received and considered information on fee waivers and/or reimbursements for each Fund compared to those of its peer group. The Independent Directors noted that a number of the Funds have received fee waivers for many years and that such fee waivers remained current through the time of the review process.

 

The Independent Directors also compared each Fund’s management fee rates to fees charged by the Manager for comparable mutual funds. For each Fund, the Independent Directors reviewed the fees charged by other advisors for mutual funds in the Fund’s peer group. GIS provided information on the advisory fees it charges its two institutional accounts and noted the information was not comparable with the Funds because the investment objectives and management style of the institutional accounts were very different than those of the Funds. GBG has no clients other than the Funds.

 

On the basis of all information provided, the Independent Directors concluded that the management fee schedules for each Fund were reasonable and appropriate in light of the nature, quality and extent of services provided by the Manager.

 

Profitability. The Independent Directors reviewed detailed information regarding revenues received by each Manager under each Management Agreement, including identification of the estimated direct and indirect costs of the Managers of providing those services to each Fund that are covered under the Management Agreements. The Independent Directors also received information regarding the enterprise-wide profitability of the Managers with respect to all fund services in totality.

 

For all Funds, based upon the profitability percentage provided, the Independent Directors concluded that the profitability to the applicable Manager from the management of each Fund was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund and the Guardian Cash Fund had management fee schedules that each contained one breakpoint. The Independent Directors also considered whether the effective management fee rate for each Fund under the Management Agreement is reasonable in relation to the asset size of such Fund. The Independent Directors noted GIS’s representation that it did not anticipate that the Funds would experience any significant economies in the near future, given their asset size. The Independent Directors concluded that, in light of the Funds’ current asset levels, the fee schedule for each Fund reflects an appropriate level of sharing of any economies of scale.

 

Other Benefits to Manager. The Independent Directors also considered the character and amount of other incidental benefits received by the Managers and their affiliates as a result of their relationship with the Funds. The Independent Directors noted the Managers’ representation that each has the ability to obtain proprietary research as a result of the Funds’ brokerage business that may be used for the benefit of the Funds and other clients of the Managers. The Independent Directors concluded that management fees for each Fund were reasonable in light of these fall-out benefits.

 


 

22    


n   The Guardian Stock Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Specific Fund Findings

 

The Guardian Stock Fund

 

In determining to recommend renewal of the Fund’s Management Agreement, the Independent Directors noted the investment underperformance over the periods reviewed, but considered the steps taken by the Manager to remediate performance, including most recently the hiring of a new lead portfolio manager by the Manager in August 2005. The Independent Directors noted the favorable historical record of the new portfolio manager, his prior success in remediating a fund, his investment strategy for managing the Fund and the very recent relative improvement in performance following the beginning of the implementation of his investment strategy. The Independent Directors considered these remedial actions along with the long term support and effective administration of this Fund by the Manager, as well as the Fund’s low expense ratio and management fees as compared to its peer group, and concluded that it was appropriate to renew the Management Agreement and monitor the impact of the remedial actions.

 

Overall Conclusions

 

Based upon all of the information considered and the conclusions reached, the Independent Directors determined that the terms of each Advisory Agreement continue to be fair and reasonable and that the continuation of each Advisory Agreement is in the best interests of each Fund.

 


 

     23


n   The Guardian Stock Fund

 

Shareholder Voting Summary (Unaudited)

 

November 15, 2005

 

On November 15, 2005, a Special Shareholder Meeting of the Fund was held at which the eleven Directors, identified below, were elected (Proposal No. 1) and the sub-proposals in Proposal No. 2, as described in the Proxy Statement, were approved. The following is a report of the votes cast:

 

Proposal No. 1

 

Election of the Eleven Nominees for Director:

 

NOMINEE


   FOR

   WITHHELD

   TOTAL

DIRECTORS

              

Kathleen C. Cuocolo

   76,165,969.554    1,858,569.914    78,024,539.468

Frank J. Fabozzi

   76,176,372.381    1,848,167.087    78,024,539.468

Arthur V. Ferrara

   75,994,827.909    2,029,711.559    78,024,539.468

Leo R. Futia

   75,817,210.074    2,207,329.394    78,024,539.468

William N. Goetzmann

   76,164,019.071    1,860,520.397    78,024,539.468

Anne M. Goggin

   76,112,215.256    1,912,324.212    78,024,539.468

William W. Hewitt

   75,933,986.870    2,090,552.598    78,024,539.468

Sidney I. Lirtzman

   75,898,936.066    2,125,603.402    78,024,539.468

Dennis H. Manning

   76,179,952.757    1,844,586.711    78,024,539.468

Steven J. Paggioli

   76,173,796.441    1,850,743.027    78,024,539.468

Robert G. Smith

   75,972,333.669    2,052,205.799    78,024,539.468

 

Proposal No. 2

 

Approving an amendment to, or the elimination of, the Fund’s fundamental investment restriction, as described in the Proxy Statement, with respect to the following:

 

SUB-PROPOSALS


   FOR

   AGAINST

   ABSTAIN

   TOTAL

2(a)      Diversification of investments;

   29,773,524.196    1,846,874.747    2,080,476.117    33,700,875.060

2(b)      Borrowing;

   29,670,018.739    1,950,380.204    2,080,476.117    33,700,875.060

2(c)      Issuing senior securities;

   29,732,829.883    1,887,569.060    2,080,476.117    33,700,875.060

2(d)      Concentration of investments in the same industry;

   29,658,410.173    1,961,988.770    2,080,476.117    33,700,875.060

2(e)      Investments in real estate

   29,777,258.296    1,843,140.647    2,080,476.117    33,700,875.060

2(h)      Making loans, and

   29,640,801.943    1,979,597.000    2,080,476.117    33,700,875.060

2(m)     Pledging, mortgaging or hypothecating its assets.

   29,612,352.842    2,008,046.101    2,080,476.117    33,700,875.060

 


 

24    


n   The Guardian Stock Fund

 

Proxy Voting Policies and Procedures (Unaudited)

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2005, is available free of charge upon request by logging on to www.guardianinvestor.com or the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

 

Form N-Q (Unaudited)

 

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each year on the Form N-Q. The Fund's Forms N-Q are available on the SEC's website at www.sec.gov, and can be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Code of Ethics (Unaudited)

 

The Fund has adopted a code of ethics for its Principal Executive Officer and Principal Financial Officers (the “Code”). The purpose of the Code is to promote, among other things: honest and ethical conduct, including the handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC; and compliance with applicable laws and regulations. A copy of the Code has been filed with the SEC on Form N-CSR and can be obtained on the SEC’s website at www.sec.gov.

 

Copies for all of the above can be obtained free of charge by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 


 

     25


n   The Guardian VC 500 Index Fund

 

Annual Report
To Contractowners


 

LOGO

Jonathan C. Jankus CFA, Co-Portfolio Manager

 

LOGO

Stewart Johnson, Co-Portfolio Manager

 

Objective:

Seeks to track the investment performance of the Standard & Poor’s 500 Composite Stock Price Index (“the S&P 500 Index”) which emphasizes securities issued by large U.S. companies

 

Portfolio:

At least 95% of the Fund’s assets are invested in common stocks of companies included in the S&P 500 Index under normal circumstances

 

Inception Date:

August 25, 1999

 

Net Assets at December 31, 2005:

$219,528,679

 


 

An Update from Fund Management

 

For the year ended December 31, 2005, the Fund’s return was 4.54%. The Fund’s objective is to match the returns of the S&P 500 Index, a theoretical portfolio of 500 blue-chip stocks, which returned 4.91% over the same period. The S&P 500 Index is theoretical in the sense that its returns are computed as though shares of the Index were purchased and subsequently rebalanced without any trading costs or fund expenses. For the period from Fund inception on August 24, 1999 through December 31, 2005, the Fund’s average annual total return was –0.25% compared to an average annual total return of –0.04% for the S&P 500 Index.

 

Stock market returns were positive for a third straight year, with the S&P 500 Index earning a modest total return of 4.91% for 2005. That said, the market’s returns for 2001 and 2002 were so poor that the cumulative return on the S&P 500 Index, including dividends, for the five-year period ended December 31, 2005 has only been a modest 0.54% average per year. Over this period, the market has had to deal with volatility due to corporate malfeasance, a mixed economy, the continuing threat of terrorist attacks, a war and record-setting natural disasters.

 

The stock market rebound has been a product of the turnaround in the economy in general and corporate profits in particular. In spite of recent increases, interest rates and bond yields remained low in real (after-inflation) terms. Historically, this has been an attractive environment for stocks.

 

We will continue to manage the portfolio so as to be substantially fully invested in stocks, attempt to match the S&P 500 Index and keep trading costs to a minimum. If history is any indication, this has proven to be an extremely difficult strategy to surpass.

 

We believe, most signs indicate continuing economic growth, which we hope will continue to feed a rebound in corporate profits. A risk on the horizon is the extent to which interest rates will rise in the near term, especially given such exogenous factors as expensive oil and continued violence in the Middle East. “Real” interest rates (interest rates after subtracting expected inflation) remain relatively low, although not as low as they were two years ago. On balance, we remain optimistic, although a bit more cautiously so.

 

The views expressed above are those of the Fund’s portfolio manager(s) as of December 31, 2005 and are subject to change without notice. They do not necessarily represent the views of Guardian Investor Services LLC. The views expressed herein are based on current market conditions and are not intended to predict or guarantee the future performance of any Fund, any individual security, any market or market segment. The composition of each Fund’s portfolio is subject to change. No recommendation is made with respect to any security discussed herein.

 


About information in this report:

 

  It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested.

 

  “S&P,” “S&P 500®,” “Standard & Poor’s 500” and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Guardian Investor Services LLC. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Fund. The S&P 500 Index is an unmanaged index of 500 primarily large cap U.S. stocks that is generally considered to be representative of U.S. stock market activity. Index returns are provided for comparative purposes. Please note that the index is unmanaged and not available for direct investment and its returns do not reflect the fees and expenses that have been deducted from the Fund.

 

THE GUARDIAN VC 500 INDEX FUND    1


n  The Guardian VC 500 Index Fund

 

Annual Report
To Contractowners


 

Top Ten Holdings  (As of 12/31/2005)

 

Company      Percentage of
Total Net Assets
 

General Electric Co.

     3.13 %

Exxon Mobil Corp.

     3.01 %

Microsoft Corp.

     2.22 %

Citigroup, Inc.

     2.11 %

Johnson & Johnson

     1.67 %

Procter & Gamble Co.

     1.67 %

Bank of America Corp.

     1.58 %

American Int’l. Group, Inc.

     1.51 %

Pfizer, Inc.

     1.48 %

Altria Group, Inc.

     1.32 %

 

Sector Weightings vs. Index  (As of 12/31/2005)

 

LOGO

 

Average Annual Total Returns  (For periods ended 12/31/2005)

 

     1
Yr
   5
Yrs
   10
Yrs
   Since Inception
8/25/1999

The Guardian VC 500 Index Fund

   4.54%    0.26%       –0.25%

S&P 500 Index

   4.91%    0.55%       –0.04%

 


All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

 

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. 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. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units. Since January 1, 2000 the investment adviser for the Fund has assumed certain ordinary operating expenses for the Fund. Without this assumption of expenses, returns would have been lower.

 


 

2   THE GUARDIAN VC 500 INDEX FUND


n   The Guardian VC 500 Index Fund

 

Annual Report
To Contractowners


 

Growth of a Hypothetical $10,000 Investment

 

To give you a comparison, the chart below shows you the performance of a hypothetical $10,000 investment made in the Fund and in the S&P 500 Index. Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

 

LOGO

 

Fund Expenses

 

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example 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 on July 1, 2005 and held for six months ended December 31, 2005.

 

Actual Expenses

 

The first line in the table provides information about actual account values and actual expenses. You may use the information in this row, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line in 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 and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 


 

THE GUARDIAN VC 500 INDEX FUND    3


n   The Guardian VC 500 Index Fund

 

Annual Report
To Contractowners


 

Please 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

 

       Beginning
Account Value
July 1, 2005
     Ending
Account Value
December 31, 2005
     Expenses Paid
During Period*
     Annualized
Expense Ratio

Actual

     $ 1,000.00      $ 1,055.00      $ 1.45      0.28%

Hypothetical (5% return before expenses)

     $ 1,000.00      $ 1,023.79      $ 1.43      0.28%

 

*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year).

 


 

4   THE GUARDIAN VC 500 INDEX FUND


n   The Guardian VC 500 Index Fund

 

Schedule of Investments

 

December 31, 2005

 

Shares         Value  
               
Common Stocks — 97.2%  
Aerospace and Defense — 2.1%         
15,041   

Boeing Co.

   $ 1,056,480  
3,298   

General Dynamics Corp.

     376,137  
2,074   

Goodrich Corp.

     85,241  
15,604   

Honeywell Int’l., Inc.

     581,249  
2,900   

L-3 Comm. Hldgs., Inc.

     215,615  
7,403   

Lockheed Martin Corp.

     471,053  
7,130   

Northrop Grumman Corp.

     428,584  
6,852   

Raytheon Co.

     275,108  
2,736   

Rockwell Collins, Inc.

     127,142  
18,400   

United Technologies Corp.

     1,028,744  
         


            4,645,353  


Air Freight and Logistics — 1.0%         
5,194   

FedEx Corp.

     537,008  
930   

Ryder Systems, Inc.

     38,148  
21,059   

United Parcel Svc., Inc. — Class B

     1,582,584  
         


            2,157,740  


Airlines — 0.1%         
18,199   

Southwest Airlines Co.

     299,010  


Auto Components — 0.1%         
1,100   

Cooper Tire & Rubber Co.

     16,852  
2,222   

Dana Corp.

     15,954  
2,622   

Goodyear Tire & Rubber Co.*

     45,571  
3,088   

Johnson Controls, Inc.

     225,146  
1,955   

Visteon Corp.*

     12,238  
         


            315,761  


Automobiles — 0.4%         
36,944   

Ford Motor Co.

     285,208  
11,434   

General Motors Corp.

     222,048  
5,221   

Harley-Davidson, Inc.

     268,829  
         


            776,085  


Beverages — 2.1%         
13,362   

Anheuser-Busch Cos., Inc.

     574,031  
2,046   

Brown-Forman Corp. — Class B

     141,829  
42,764   

Coca-Cola Co.

     1,723,817  
8,124   

Coca-Cola Enterprises, Inc.

     155,737  
3,500   

Constellation Brands, Inc. — Class A*

     91,805  
1,841   

Molson Coors Brewing Co. — Class B

     123,328  
30,171   

PepsiCo., Inc.

     1,782,503  
4,264   

The Pepsi Bottling Group, Inc.

     121,993  
         


            4,715,043  


Biotechnology — 1.5%         
23,617   

Amgen, Inc.*

     1,862,436  
3,176   

Applera Corp.-Applied Biosystems Group

     84,354  
6,154   

Biogen Idec, Inc.*

     278,961  
3,269   

Chiron Corp.*

     145,340  
5,005   

Genzyme Corp.*

     354,254  
9,200   

Gilead Sciences, Inc.*

     484,196  
3,941   

MedImmune, Inc.*

     138,014  
         


            3,347,555  


Building Products — 0.2%         
3,957   

American Standard Cos., Inc.

     158,082  
7,420   

Masco Corp.

     224,010  
         


            382,092  


Capital Markets — 3.2%         
4,567   

Ameriprise Financial, Inc.

     187,247  
13,570   

Bank of New York, Inc.

     432,204  
2,876   

Bear Stearns Cos., Inc.

     332,264  
Shares         Value  
               
22,577   

Charles Schwab Corp.

   $ 331,205  
6,100   

E*TRADE Financial Corp.*

     127,246  
1,739   

Federated Investors, Inc. — Class B

     64,413  
3,987   

Franklin Resources, Inc.

     374,818  
8,702   

Goldman Sachs Group, Inc.

     1,111,332  
6,726   

Janus Capital Group, Inc.

     125,305  
5,424   

Lehman Brothers Hldgs., Inc.

     695,194  
7,285   

Mellon Financial Corp.

     249,511  
17,464   

Merrill Lynch & Co., Inc.

     1,182,837  
19,283   

Morgan Stanley

     1,094,117  
3,863   

Northern Trust Corp.

     200,181  
6,370   

State Street Corp.

     353,153  
2,158   

T. Rowe Price Group, Inc.

     155,441  
         


            7,016,468  


Chemicals — 1.5%         
3,869   

Air Products & Chemicals, Inc.

     229,006  
1,031   

Ashland, Inc.

     59,695  
18,242   

Dow Chemical Co.

     799,364  
18,905   

E.I. Du Pont de Nemours & Co.

     803,462  
1,156   

Eastman Chemical Co.

     59,638  
4,704   

Ecolab, Inc.

     170,614  
1,924   

Engelhard Corp.

     58,009  
1,633   

Hercules, Inc.*

     18,453  
1,417   

Int’l. Flavors & Fragrances, Inc.

     47,470  
4,507   

Monsanto Co.

     349,428  
2,995   

PPG Inds., Inc.

     173,410  
5,483   

Praxair, Inc.

     290,380  
3,888   

Rohm & Haas Co.

     188,257  
1,351   

Sigma-Aldrich

     85,505  
         


            3,332,691  


Commercial Banks — 5.5%         
8,364   

AmSouth Bancorporation

     219,220  
75,066   

Bank of America Corp.

     3,464,296  
9,234   

BB&T Corp.

     386,997  
3,064   

Comerica, Inc.

     173,913  
2,100   

Compass Bancshares, Inc.

     101,409  
10,354   

Fifth Third Bancorp

     390,553  
1,892   

First Horizon Nat’l. Corp.

     72,728  
7,298   

Huntington Bancshares, Inc.

     173,328  
7,242   

KeyCorp

     238,479  
2,000   

M & T Bank Corp.

     218,100  
3,796   

Marshall & Ilsley Corp.

     163,380  
11,847   

National City Corp.

     397,704  
7,566   

North Fork Bancorporation, Inc.

     207,006  
6,005   

PNC Financial Svcs. Group

     371,289  
7,258   

Regions Financial Corp.

     247,933  
6,623   

SunTrust Banks, Inc.

     481,890  
5,299   

Synovus Financial Corp.

     143,126  
34,097   

U.S. Bancorp

     1,019,159  
29,247   

Wachovia Corp.

     1,545,996  
30,455   

Wells Fargo & Co.

     1,913,488  
1,372   

Zions Bancorporation

     103,668  
         


            12,033,662  


Commercial Services and Supplies — 0.7%         
4,913   

Allied Waste Inds., Inc.*

     42,940  
2,079   

Avery Dennison Corp.

     114,906  
18,985   

Cendant Corp.

     327,491  
3,041   

Cintas Corp.

     125,228  
2,150   

Equifax, Inc.

     81,743  
1,670   

Monster Worldwide, Inc.*

     68,170  
4,365   

Pitney Bowes, Inc.

     184,421  
4,695   

R.R. Donnelley & Sons Co.

     160,616  
2,619   

Robert Half Int’l., Inc.

     99,234  
11,422   

Waste Management, Inc.

     346,658  
         


            1,551,407  


 


See notes to financial statements.

 

     5


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
Communications Equipment — 2.6%         
1,701   

ADC Telecomm., Inc.*

   $ 38,000  
3,629   

Andrew Corp.*

     38,939  
6,957   

Avaya, Inc.*

     74,231  
15,078   

CIENA Corp.*

     44,782  
120,263   

Cisco Systems, Inc.*

     2,058,902  
2,797   

Comverse Technology, Inc.*

     74,372  
27,263   

Corning, Inc.*

     535,991  
27,463   

JDS Uniphase Corp.*

     64,813  
72,571   

Lucent Technologies, Inc.*

     193,039  
46,405   

Motorola, Inc.

     1,048,289  
30,568   

QUALCOMM, Inc.

     1,316,869  
2,342   

Scientific Atlanta, Inc.

     100,870  
6,153   

Tellabs, Inc.*

     67,068  
         


            5,656,165  


Computers and Peripherals — 3.6%         
15,733   

Apple Computer, Inc.*

     1,131,045  
47,143   

Dell, Inc.*

     1,413,819  
45,971   

EMC Corp.*

     626,125  
4,846   

Gateway, Inc.*

     12,163  
53,201   

Hewlett Packard Co.

     1,523,145  
30,422   

Int’l. Business Machines

     2,500,688  
2,204   

Lexmark Int’l. Group, Inc. — Class A*

     98,805  
2,932   

NCR Corp.*

     99,512  
6,233   

Network Appliance, Inc.*

     168,291  
1,397   

QLogic Corp.*

     45,417  
55,932   

Sun Microsystems, Inc.*

     234,355  
         


            7,853,365  


Construction and Engineering — 0.1%         
2,106   

Fluor Corp.

     162,710  


Construction Materials — 0.0%         
1,518   

Vulcan Materials Co.

     102,845  


Consumer Finance — 1.2%         
22,837   

American Express Co.

     1,175,192  
4,124   

Capital One Financial Corp.

     356,313  
24,986   

MBNA Corp.

     678,370  
7,586   

SLM Corp.

     417,913  
         


            2,627,788  


Containers and Packaging — 0.2%         
1,698   

Ball Corp.

     67,445  
2,984   

Bemis Co., Inc.

     83,164  
2,370   

Pactiv Corp.*

     52,140  
2,355   

Sealed Air Corp.*

     132,280  
1,604   

Temple-Inland, Inc.

     71,939  
         


            406,968  


Distributors — 0.1%         
2,613   

Genuine Parts Co.

     114,763  


Diversified Consumer Services — 0.2%         
2,958   

Apollo Group, Inc. — Class A*

     178,841  
6,318   

H & R Block, Inc.

     155,107  
         


            333,948  


Diversified Financial Services — 3.6%         
4,000   

CIT Group, Inc.

     207,120  
95,638   

Citigroup, Inc.

     4,641,312  
64,908   

J.P. Morgan Chase & Co.

     2,576,199  
4,648   

Moody’s Corp.

     285,480  
5,188   

Principal Financial Group, Inc.

     246,067  
         


            7,956,178  


Shares         Value  
               
Diversified Telecommunication Services — 2.2%         
82,113   

AT & T, Inc.

   $ 2,010,947  
32,063   

BellSouth Corp.

     868,907  
2,122   

CenturyTel, Inc.

     70,366  
4,221   

Citizens Comm. Co.

     51,623  
32,677   

Qwest Comm. Int’l., Inc.*

     184,625  
53,236   

Verizon Comm.

     1,603,468  
         


            4,789,936  


Electric Utilities — 1.5%         
3,880   

Allegheny Energy, Inc.*

     122,802  
6,474   

American Electric Power, Inc.

     240,121  
3,156   

CiNergy Corp.

     134,004  
6,073   

Edison Int’l.

     264,844  
3,852   

Entergy Corp.

     264,440  
14,956   

Exelon Corp.

     794,762  
5,251   

FirstEnergy Corp.

     257,246  
6,212   

FPL Group, Inc.

     258,171  
1,550   

Pinnacle West Capital Corp.

     64,092  
5,616   

PPL Corp.

     165,110  
4,078   

Progress Energy, Inc.

     179,106  
13,384   

Southern Co.

     462,149  
         


            3,206,847  


Electrical Equipment — 0.4%         
2,932   

American Power Conversion Corp.

     64,504  
1,394   

Cooper Inds. Ltd. — Class A

     101,762  
7,195   

Emerson Electric Co.

     537,466  
3,531   

Rockwell Automation, Inc.

     208,894  
         


            912,626  


Electronic Equipment and Instruments — 0.3%         
9,869   

Agilent Technologies, Inc.*

     328,539  
2,956   

Jabil Circuit, Inc.*

     109,638  
2,894   

Molex, Inc.

     75,099  
9,102   

Sanmina-SCI Corp.*

     38,775  
24,921   

Solectron Corp.*

     91,211  
3,432   

Symbol Technologies, Inc.

     43,998  
1,335   

Tektronix, Inc.

     37,660  
         


            724,920  


Energy Equipment and Services — 1.7%         
7,888   

B.J. Svcs. Co.

     289,253  
5,815   

Baker Hughes, Inc.

     353,436  
9,595   

Halliburton Co.

     594,506  
3,160   

Nabors Inds., Inc.*

     239,370  
3,000   

National-Oilwell Varco, Inc.*

     188,100  
3,207   

Noble Corp.

     226,222  
2,114   

Rowan Cos., Inc.

     75,343  
10,779   

Schlumberger Ltd.

     1,047,180  
6,670   

Transocean, Inc.*

     464,832  
5,600   

Weatherford Int’l. Ltd.*

     202,720  
         


            3,680,962  


Food and Staples Retailing — 2.4%         
6,087   

Albertson’s, Inc.

     129,957  
7,957   

Costco Wholesale Corp.

     393,633  
17,192   

CVS Corp.

     454,213  
16,796   

Kroger Co.*

     317,108  
7,770   

Safeway, Inc.

     183,838  
2,000   

Supervalu, Inc.

     64,960  
10,594   

Sysco Corp.

     328,944  
53,782   

Wal-Mart Stores, Inc.

     2,516,998  
18,480   

Walgreen Co.

     817,925  
         


            5,207,576  


 


See notes to financial statements.

 

6    


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
Food Products — 1.1%         
11,388   

Archer-Daniels-Midland Co.

   $ 280,828  
7,064   

Campbell Soup Co.

     210,295  
8,985   

ConAgra Foods, Inc.

     182,216  
6,325   

General Mills, Inc.

     311,949  
5,712   

H.J. Heinz Co.

     192,609  
5,575   

Hershey Co. (The)

     308,019  
6,792   

Kellogg Co.

     293,550  
2,128   

McCormick & Co., Inc.

     65,798  
12,896   

Sara Lee Corp.

     243,734  
4,500   

Tyson Foods, Inc. — Class A

     76,950  
4,322   

W.M. Wrigley Jr. Co.

     287,370  
         


            2,453,318  


Gas Utilities — 0.0%         
938   

NICOR, Inc.

     36,873  
605   

Peoples Energy Corp.

     21,217  
         


            58,090  


Health Care Equipment and Supplies — 2.1%         
806   

Bausch & Lomb, Inc.

     54,727  
12,386   

Baxter Int’l., Inc.

     466,333  
4,439   

Becton Dickinson & Co., Inc.

     266,695  
3,938   

Biomet, Inc.

     144,013  
15,375   

Boston Scientific Corp.*

     376,534  
1,891   

C.R. Bard, Inc.

     124,655  
1,900   

Fisher Scientific Int’l., Inc.*

     117,534  
6,515   

Guidant Corp.

     421,846  
2,597   

Hospira, Inc.*

     111,100  
22,240   

Medtronic, Inc.

     1,280,357  
723   

Millipore Corp.*

     47,747  
1,870   

PerkinElmer, Inc.

     44,057  
6,290   

St. Jude Medical, Inc.*

     315,758  
8,212   

Stryker Corp.

     364,859  
2,490   

Thermo Electron Corp.*

     75,024  
1,962   

Waters Corp.*

     74,163  
4,170   

Zimmer Hldgs., Inc.*

     281,225  
         


            4,566,627  


Health Care Providers and Services — 3.0%         
5,246   

Aetna, Inc.

     494,750  
4,226   

AmerisourceBergen Corp.

     174,956  
7,468   

Cardinal Health, Inc.

     513,425  
8,800   

Caremark Rx, Inc.*

     455,752  
2,296   

Cigna Corp.

     256,463  
3,150   

Coventry Health Care, Inc.*

     179,424  
3,538   

Express Scripts, Inc.*

     296,484  
8,330   

HCA, Inc.

     420,665  
4,134   

Health Management Assoc., Inc. — Class A

     90,783  
3,135   

Humana, Inc.*

     170,325  
4,244   

IMS Health, Inc.

     105,760  
2,400   

Laboratory Corp. of America Hldgs.*

     129,240  
1,471   

Manor Care, Inc.

     58,502  
5,159   

McKesson Corp.

     266,153  
6,534   

Medco Health Solutions, Inc.*

     364,597  
2,100   

Patterson Cos., Inc.*

     70,140  
3,696   

Quest Diagnostics, Inc.

     190,270  
7,310   

Tenet Healthcare Corp.*

     55,995  
23,300   

UnitedHealth Group, Inc.

     1,447,862  
11,306   

WellPoint, Inc.*

     902,106  
         


            6,643,652  


Hotels, Restaurants and Leisure — 1.5%         
10,827   

Carnival Corp.

     578,920  
2,562   

Darden Restaurants, Inc.

     99,610  
Shares         Value  
               
3,771   

Harrah’s Entertainment, Inc.

   $ 268,835  
5,624   

Hilton Hotels Corp.

     135,595  
5,884   

Int’l. Game Technology

     181,109  
3,616   

Marriott Int’l., Inc. — Class A

     242,163  
21,961   

McDonald’s Corp.

     740,525  
13,164   

Starbucks Corp.*

     395,052  
4,298   

Starwood Hotels & Resorts Worldwide, Inc.

     274,470  
1,730   

Wendy’s Int’l., Inc.

     95,600  
5,173   

Yum! Brands, Inc.

     242,510  
         


            3,254,389  


Household Durables — 0.7%         
1,205   

Black & Decker Corp.

     104,787  
2,442   

Centex Corp.

     174,578  
5,000   

D.R. Horton, Inc.

     178,650  
2,245   

Fortune Brands, Inc.

     175,155  
1,490   

KB Home

     108,263  
2,928   

Leggett & Platt, Inc.

     67,227  
1,900   

Lennar Corp. — Class A

     115,938  
1,166   

Maytag Corp.

     21,944  
5,096   

Newell Rubbermaid, Inc.

     121,183  
4,860   

Pulte Homes, Inc.

     191,290  
873   

Snap-On, Inc.

     32,790  
1,281   

Stanley Works

     61,539  
1,020   

Whirlpool Corp.

     85,435  
         


            1,438,779  


Household Products — 2.2%         
3,445   

Clorox Co.

     195,986  
9,118   

Colgate-Palmolive Co.

     500,122  
8,429   

Kimberly-Clark Corp.

     502,790  
63,162   

Procter & Gamble Co.

     3,655,817  
         


            4,854,715  


Independent Power Producers and Energy Traders — 0.6%  
13,081   

AES Corp.*

     207,072  
3,844   

Constellation Energy Group, Inc.

     221,414  
16,879   

Duke Energy Corp.

     463,329  
5,523   

Dynegy, Inc. — Class A*

     26,731  
8,760   

TXU Corp.

     439,665  
         


            1,358,211  


Industrial Conglomerates — 4.2%         
13,794   

3M Co.

     1,069,035  
196,351   

General Electric Co.

     6,882,102  
2,366   

Textron, Inc.

     182,135  
38,378   

Tyco Int’l. Ltd.

     1,107,589  
         


            9,240,861  


Information Technology Services — 1.0%         
2,300   

Affiliated Computer Svcs., Inc. — Class A*

     136,114  
9,913   

Automatic Data Processing, Inc.

     454,908  
3,266   

Computer Sciences Corp.*

     165,390  
2,590   

Convergys Corp.*

     41,052  
8,214   

Electronic Data Systems Corp.

     197,465  
15,929   

First Data Corp.

     685,106  
3,775   

Fiserv, Inc.*

     163,344  
7,597   

Paychex, Inc.

     289,598  
2,167   

Sabre Hldgs. Corp. — Class A

     52,246  
4,833   

Unisys Corp.*

     28,176  
         


            2,213,399  


Insurance — 4.7%         
6,224   

ACE Ltd.

     332,610  
8,897   

AFLAC, Inc.

     412,999  

 


See notes to financial statements.

 

     7


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
11,699   

Allstate Corp.

   $ 632,565  
2,084   

Ambac Financial Group, Inc.

     160,593  
48,603   

American Int’l. Group, Inc.

     3,316,183  
5,608   

Aon Corp.

     201,608  
3,268   

Chubb Corp.

     319,120  
4,875   

Cincinnati Financial Corp.

     217,815  
6,000   

Genworth Financial, Inc. — Class A

     207,480  
5,690   

Hartford Financial Svcs. Group, Inc.

     488,714  
4,110   

Jefferson-Pilot Corp.

     233,982  
2,755   

Lincoln Nat’l. Corp.

     146,098  
3,221   

Loews Corp.

     305,512  
9,751   

Marsh & McLennan Cos., Inc.

     309,692  
2,700   

MBIA, Inc.

     162,432  
13,572   

MetLife, Inc.

     665,028  
3,556   

Progressive Corp.

     415,270  
9,477   

Prudential Financial, Inc.

     693,622  
2,047   

SAFECO Corp.

     115,655  
12,298   

St. Paul Travelers Cos., Inc.

     549,352  
1,782   

Torchmark Corp.

     99,079  
9,310   

UnumProvident Corp.

     211,802  
2,356   

XL Capital Ltd. — Class A

     158,747  
         


            10,355,958  


Internet and Catalog Retail — 0.5%         
5,800   

Amazon.com, Inc*

     273,470  
20,334   

eBay, Inc.*

     879,446  
         


            1,152,916  


Internet Software and Services — 0.4%         
24,076   

Yahoo! Inc.*

     943,298  


Leisure Equipment and Products — 0.1%         
1,348   

Brunswick Corp.

     54,810  
4,363   

Eastman Kodak Co.

     102,094  
2,589   

Hasbro, Inc.

     52,246  
6,533   

Mattel, Inc.

     103,352  
         


            312,502  


Machinery — 1.5%         
12,694   

Caterpillar, Inc.

     733,332  
618   

Cummins, Inc.

     55,453  
5,066   

Danaher Corp.

     282,582  
3,966   

Deere & Co.

     270,124  
7,032   

Dover Corp.

     284,726  
2,646   

Eaton Corp.

     177,520  
5,704   

Illinois Tool Works, Inc.

     501,895  
5,794   

Ingersoll-Rand Co. Ltd. — Class A

     233,904  
2,371   

ITT Inds., Inc.

     243,786  
1,251   

Navistar Int’l. Corp.*

     35,804  
3,049   

PACCAR, Inc.

     211,082  
2,232   

Pall Corp.

     59,952  
1,765   

Parker-Hannifin Corp.

     116,419  
         


            3,206,579  


Media — 3.2%         
1,244   

CCE Spinco, Inc.*

     16,296  
9,954   

Clear Channel Comm., Inc.

     313,053  
39,788   

Comcast Corp. — Class A*

     1,032,897  
1,257   

Dow Jones & Co., Inc.

     44,611  
5,313   

Gannett Co., Inc.

     321,808  
7,803   

Interpublic Group Cos., Inc.*

     75,299  
1,544   

Knight-Ridder, Inc.

     97,735  
6,524   

McGraw-Hill Cos., Inc.

     336,834  
742   

Meredith Corp.

     38,836  
3,273   

New York Times Co. — Class A

     86,571  
44,800   

News Corp. — Class A

     696,640  
Shares         Value  
               
3,111   

Omnicom Group, Inc.

   $ 264,839  
80,524   

Time Warner, Inc.

     1,404,339  
6,418   

Tribune Co.

     194,209  
5,466   

Univision Comm., Inc. — Class A*

     160,646  
31,475   

Viacom, Inc. — Class B*

     1,026,085  
37,816   

Walt Disney Co.

     906,450  
         


            7,017,148  


Metals and Mining — 0.8%         
16,825   

Alcoa, Inc.

     497,515  
1,206   

Allegheny Technologies, Inc.

     43,512  
3,191   

Freeport-McMoran Copper & Gold, Inc. —Class B

     171,676  
8,404   

Newmont Mining Corp.

     448,774  
2,961   

Nucor Corp.

     197,558  
1,548   

Phelps Dodge Corp.

     222,711  
2,788   

United States Steel Corp.

     134,019  
         


            1,715,765  


Multiline Retail — 1.1%         
1,734   

Big Lots, Inc.*

     20,825  
1,262   

Dillards, Inc. — Class A

     31,323  
6,584   

Dollar General Corp.

     125,557  
2,592   

Family Dollar Stores, Inc.

     64,256  
4,697   

Federated Department Stores, Inc.

     311,552  
5,398   

J.C. Penney Co., Inc.

     300,129  
5,713   

Kohl’s Corp.*

     277,652  
4,040   

Nordstrom, Inc.

     151,096  
1,811   

Sears Hldgs. Corp.*

     209,225  
17,546   

Target Corp.

     964,503  
         


            2,456,118  


Multi–Utilities — 1.1%         
2,715   

Ameren Corp.

     139,117  
4,548   

CenterPoint Energy, Inc.

     58,442  
7,452   

CMS Energy Corp.*

     108,129  
3,764   

Consolidated Edison, Inc.

     174,386  
6,657   

Dominion Resources, Inc.

     513,920  
4,105   

DTE Energy Co.

     177,295  
4,794   

KeySpan Corp.

     171,098  
4,793   

NiSource, Inc.

     99,982  
6,780   

PG&E Corp.

     251,674  
5,184   

Public Svc. Enterprise Group, Inc.

     336,804  
3,894   

Sempra Energy

     174,607  
2,588   

TECO Energy, Inc.

     44,462  
5,953   

Xcel Energy, Inc.

     109,892  
         


            2,359,808  


Office Electronics — 0.1%         
20,891   

Xerox Corp.*

     306,053  


Oil, Gas and Consumable Fuels — 7.4%         
1,807   

Amerada Hess Corp.

     229,164  
4,593   

Anadarko Petroleum Corp.

     435,187  
5,496   

Apache Corp.

     376,586  
6,900   

Burlington Resources, Inc.

     594,780  
42,819   

Chevron Corp.

     2,430,835  
26,558   

ConocoPhillips

     1,545,144  
8,698   

Devon Energy Corp.

     543,973  
10,590   

El Paso Corp.

     128,774  
4,845   

EOG Resources, Inc.

     355,478  
117,802   

Exxon Mobil Corp.

     6,616,938  
3,023   

Kerr-McGee Corp.

     274,670  
2,245   

Kinder Morgan, Inc.

     206,428  
6,748   

Marathon Oil Corp.

     411,426  
3,000   

Murphy Oil Corp.

     161,970  

 


See notes to financial statements.

 

8    


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
7,729   

Occidental Petroleum Corp.

   $ 617,392  
2,532   

Sunoco, Inc.

     198,458  
11,200   

Valero Energy Corp.

     577,920  
10,715   

Williams Cos., Inc.

     248,266  
6,133   

XTO Energy, Inc.

     269,484  
         


            16,222,873  


Paper and Forest Products — 0.3%         
8,205   

Int’l. Paper Co.

     275,770  
1,564   

Louisiana-Pacific Corp.

     42,963  
2,990   

MeadWestvaco Corp.

     83,810  
5,010   

Weyerhaeuser Co.

     332,363  
         


            734,906  


Personal Products — 0.1%         
1,303   

Alberto-Culver Co.

     59,612  
7,896   

Avon Products, Inc.

     225,431  
         


            285,043  


Pharmaceuticals — 6.2%         
28,789   

Abbott Laboratories

     1,135,150  
2,263   

Allergan, Inc.

     244,314  
33,837   

Bristol-Myers Squibb Corp.

     777,574  
20,739   

Eli Lilly & Co.

     1,173,620  
7,079   

Forest Laboratories, Inc.*

     287,974  
60,954   

Johnson & Johnson

     3,663,335  
3,645   

King Pharmaceuticals, Inc.*

     61,673  
41,058   

Merck & Co., Inc.

     1,306,055  
4,500   

Mylan Laboratories, Inc.

     89,820  
139,503   

Pfizer, Inc.

     3,253,210  
25,720   

Schering-Plough Corp.

     536,262  
1,956   

Watson Pharmaceuticals, Inc.*

     63,590  
23,669   

Wyeth

     1,090,431  
         


            13,683,008  


Real Estate — 0.8%         
3,463   

Apartment Investment &
Management Co. — Class A

     131,144  
3,300   

Archstone-Smith Trust

     138,237  
8,963   

Equity Office Pptys. Trust

     271,848  
5,321   

Equity Residential

     208,158  
3,362   

Plum Creek Timber Co., Inc.

     121,200  
5,292   

ProLogis

     247,242  
1,500   

Public Storage, Inc.

     101,580  
4,402   

Simon Ppty. Group, Inc.

     337,325  
1,600   

Vornado Realty Trust

     133,552  
         


            1,690,286  


Road and Rail — 0.7%         
6,461   

Burlington Northern Santa Fe

     457,568  
4,484   

CSX Corp.

     227,653  
6,829   

Norfolk Southern Corp.

     306,144  
5,442   

Union Pacific Corp.

     438,135  
         


            1,429,500  


Semiconductors and Semiconductor Equipment — 3.1%  
7,502   

Advanced Micro Devices, Inc.*

     229,561  
6,790   

Altera Corp.*

     125,819  
6,027   

Analog Devices, Inc.

     216,189  
29,509   

Applied Materials, Inc.

     529,391  
4,503   

Applied Micro Circuits Corp.*

     11,573  
5,096   

Broadcom Corp. — Class A*

     240,276  
8,971   

Freescale Semiconductor, Inc. — Class B*

     225,800  
112,153   

Intel Corp.

     2,799,339  
3,328   

KLA-Tencor Corp.

     164,170  
5,347   

Linear Technology Corp.

     192,866  
Shares         Value  
               
9,161   

LSI Logic Corp.*

   $ 73,288  
5,529   

Maxim Integrated Products, Inc.

     200,371  
10,828   

Micron Technology, Inc.*

     144,121  
6,658   

National Semiconductor Corp.

     172,975  
2,370   

Novellus Systems, Inc.*

     57,164  
3,287   

NVIDIA Corp.*

     120,173  
3,328   

PMC-Sierra, Inc.*

     25,659  
3,377   

Teradyne, Inc.*

     49,203  
31,480   

Texas Instruments, Inc.

     1,009,564  
5,730   

Xilinx, Inc.

     144,453  
         


            6,731,955  


Software — 3.6%         
9,354   

Adobe Systems, Inc.

     345,724  
4,116   

Autodesk, Inc.

     176,782  
3,606   

BMC Software, Inc.*

     73,887  
2,616   

Citrix Systems, Inc.*

     75,288  
9,555   

Computer Associates Int’l., Inc.

     269,355  
5,622   

Compuware Corp.*

     50,429  
6,400   

Electronic Arts, Inc.*

     334,784  
3,165   

Intuit, Inc.*

     168,695  
3,257   

Mercury Interactive Corp.*

     90,512  
186,465   

Microsoft Corp.

     4,876,060  
7,029   

Novell, Inc.*

     62,066  
75,811   

Oracle Corp.*

     925,652  
3,906   

Parametric Technology Corp.*

     23,827  
9,147   

Siebel Systems, Inc.

     96,775  
21,273   

Symantec Corp.*

     372,278  
         


            7,942,114  


Specialty Retail — 2.2%         
4,700   

AutoNation, Inc.*

     102,131  
1,474   

AutoZone, Inc.*

     135,239  
5,064   

Bed, Bath & Beyond, Inc.*

     183,064  
8,740   

Best Buy Co., Inc.

     380,015  
3,140   

Circuit City Stores, Inc.

     70,933  
40,030   

Home Depot, Inc.

     1,620,414  
9,195   

Limited Brands

     205,508  
15,184   

Lowe’s Cos., Inc.

     1,012,165  
6,624   

Office Depot, Inc.*

     207,994  
2,141   

OfficeMax, Inc.

     54,296  
2,565   

RadioShack Corp.

     53,942  
2,251   

Sherwin-Williams Co.

     102,240  
11,790   

Staples, Inc.

     267,751  
14,914   

The Gap, Inc.

     263,083  
2,179   

Tiffany & Co.

     83,434  
8,072   

TJX Cos., Inc.

     187,513  
         


            4,929,722  


Textiles, Apparel and Luxury Goods — 0.4%         
6,400   

Coach, Inc.*

     213,376  
1,927   

Jones Apparel Group, Inc.

     59,198  
1,595   

Liz Claiborne, Inc.

     57,133  
4,408   

NIKE, Inc. — Class B

     382,570  
893   

Reebok Int’l. Ltd.

     51,999  
1,636   

V.F. Corp.

     90,536  
         


            854,812  


Thrifts and Mortgage Finance — 1.6%         
10,510   

Countrywide Financial Corp.

     359,337  
13,087   

Federal Home Loan Mortgage Corp.

     855,235  
17,913   

Federal National Mortgage Assn.

     874,334  
5,106   

Golden West Financial Corp.

     336,996  
1,536   

MGIC Investment Corp.

     101,100  
9,300   

Sovereign Bancorp, Inc.

     201,066  
18,321   

Washington Mutual, Inc.

     796,963  
         


            3,525,031  


 


See notes to financial statements.

 

     9


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
                 
  Tobacco — 1.5%         
  38,695   

Altria Group, Inc.

   $ 2,891,290  
  2,339   

Reynolds American, Inc.

     222,977  
  2,531   

UST, Inc.

     103,341  
           


              3,217,608  



  Trading Companies and Distributors — 0.1%         
  2,192   

W.W. Grainger, Inc.

     155,851  



  Wireless Telecommunication Services — 0.8%         
  6,702   

ALLTEL Corp.

     422,896  
  54,817   

Sprint Nextel Corp.

     1,280,525  
           


              1,703,421  



      

Total Common Stocks
(Cost $183,096,630)

     213,324,780  



                 
Principal
Amount
        Value  
  U.S. Government Securities — 0.2%  
  U.S. Treasury Bills — 0.2%         
      

U.S. Treasury Bills

        
$ 350,000   

3.808% due 3/16/2006 (1)

   $ 347,260  
  100,000   

3.87% due 3/2/2006 (1)

     99,355  



      

Total U.S. Government Securities
(Cost $446,615)

     446,615  



                 
  Repurchase Agreement — 2.5%  
$ 5,430,000   

State Street Bank and Trust Co.

repurchase agreement,

dated 12/30/2005, maturity

value of $5,432,486 at

4.12%, due 1/3/2006 (2)

(Cost $5,430,000)

   $ 5,430,000  



 
 
Total Investments — 99.9%

(Cost $188,973,245)
     219,201,395  
 
 
Cash, Receivables, and Other Assets

Less Liabilities — 0.1%
     327,284  



  Net Assets — 100%    $ 219,528,679  



 

*   Non-income producing security.
(1)   The U.S. Treasury Bill is segregated as collateral to cover margin requirements on open futures contracts.
(2)   The repurchase agreement is fully collateralized by $5,515,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $5,542,575.

 

Contracts    Description    Expiration    Unrealized
Depreciation
Purchased Futures Contracts       
17   

S & P 500 Index

   3/2006    $         (47,898)

 


See notes to financial statements.

 

10    


n   The Guardian VC 500 Index Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

        

Investments, at market (cost $188,973,245)

   $ 219,201,395  

Cash

     55,744  

Dividends receivable

     282,774  

Receivable for fund shares sold

     157,097  

Interest receivable

     1,243  

Other assets

     4,807  
    


Total Assets

     219,703,060  
    


LIABILITIES

        

Accrued expenses

     56,394  

Payable for fund shares redeemed

     48,447  

Payable for variation margin

     22,525  

Due to GIS

     47,015  
    


Total Liabilities

     174,381  
    


Net Assets

   $ 219,528,679  
    


COMPONENTS OF NET ASSETS

        

Capital stock, at par

   $ 24,065  

Additional paid-in capital

     321,528,134  

Undistributed net investment income

     98,844  

Accumulated net realized loss on investments and futures contracts

     (132,302,616 )

Net unrealized appreciation of investments and
futures contracts

     30,180,252  
    


Net Assets

   $ 219,528,679  
    


Shares Outstanding — $0.001 Par Value

     24,065,361  

Net Asset Value Per Share

     $9.12  

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Dividends

   $ 3,736,054  

Interest

     150,570  
    


Total Income

     3,886,624  
    


Expenses:

        

Investment advisory fees — Note B

     513,390  

Custodian fees

     116,389  

Printing expense

     43,614  

Audit fees

     23,675  

Directors’ fees — Note B

     20,965  

Registration fees

     20,298  

Other

     26,092  
    


Total Expenses before reimbursement

     764,423  

Less: Expenses assumed by investment
adviser — Note B

     (189,427 )
    


Net Expenses

     574,996  
    


Net Investment Income

     3,311,628  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — NOTE C

        

Net realized loss on investments — Note A

     (41,968 )

Net realized gain on futures

     188,454  

Net change in unrealized appreciation
of investments — Note C

     6,251,445  

Net change in unrealized appreciation
of futures contracts

     (133,919 )
    


Net Realized and Unrealized Gain
on Investments

     6,264,012  
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 9,575,640  
    


 


See notes to financial statements.

 

     11


n   The Guardian VC 500 Index Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 3,311,628        $ 3,209,237  

Net realized gain on investments and futures contracts

       146,486          645,522  

Net change in unrealized appreciation of investments and futures contracts

       6,117,526          15,113,384  
      


    


Net Increase in Net Assets Resulting from Operations

       9,575,640          18,968,143  
      


    


Dividends to Shareholders from:

                     

Net investment income

       (3,289,364 )        (3,093,475 )
      


    


From Capital Share Transactions:

                     

Net increase in net assets from capital share transactions — Note E

       10,424,376          16,118,416  
      


    


Net Increase in Net Assets

       16,710,652          31,993,084  

NET ASSETS:

                     

Beginning of year

       202,818,027          170,824,943  
      


    


End of year*

     $ 219,528,679        $ 202,818,027  
      


    


*  Includes undistributed net investment income of:

     $ 98,844        $ 98,026  

 


See notes to financial statements.

 

12    


n   The Guardian VC 500 Index Fund

 

Financial Highlights

 

Selected data for a share of capital stock outstanding throughout the years indicated:

 

    Year Ended December 31,

 
    2005     2004     2003     2002     2001  

Net asset value, beginning of year

  $8.86     $8.14     $6.44     $8.47     $9.72  


Income from investment operations:

                             

Net investment income

  0.14     0.14     0.11     0.14     0.09  

Net realized and unrealized gain/(loss) on investments

  0.26     0.72     1.70     (2.03 )   (1.25 )


Net increase/(decrease) from investment operations

  0.40     0.86     1.81     (1.89 )   (1.16 )


Dividends and distributions to shareholders from:

                             

Net investment income

  (0.14 )   (0.14 )   (0.11 )   (0.14 )   (0.09 )

Net realized gain on investments

                  (0.00 )(a)


Total dividends and distributions

  (0.14 )   (0.14 )   (0.11 )   (0.14 )   (0.09 )


Net asset value, end of year

  $9.12     $8.86     $8.14     $6.44     $8.47  


Total return*

  4.54 %   10.59 %   28.25 %   (22.42 )%   (11.92 )%


Ratios/supplemental data:

                             

Net assets, end of year (000’s omitted)

  $219,529     $202,818     $170,825     $127,984     $366,544  

Ratio of expenses to average net assets

  0.28 %   0.28 %   0.28 %   0.28  %   0.28  

Ratio of expenses, excluding waivers, to average net assets

  0.37 %   0.36 %   0.40 %   0.34  %   0.33  %

Ratio of net investment income
to average net assets

  1.61 %   1.75 %   1.51 %   1.29  %   1.14  %

Portfolio turnover rate

  2 %   1 %   12 %   17  %   1  %


 

*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
       Inclusion of such charges would reduce the total returns for all periods shown.
(a)   Rounds to less than $0.01.

 


See notes to financial statements.

 

     13


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian VC 500 Index Fund (the Fund or GVC500F) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

Shares of GVC500F are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Securities listed on national securities exchanges are valued at the last sale price on such exchanges, or if no sale occurred, at the mean of the closing bid and asked prices. Securities that are traded on the NASDAQ National Securities Market are valued at the NASDAQ Official Closing Price.

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D). Short-term debt securities with maturities of 60 days or less are valued on an amortized cost basis which approximates market value.

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily. Dividend income is recorded on the ex-dividend date.

 

Foreign Currency Translation

 

GVC500F is permitted to buy international securities that are not U.S. dollar denominated. GVC500F’s books and records are maintained in U.S. dollars as follows:

 

(1)  The foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into U.S. dollars at the current rate of exchange.

 

(2)  Security purchases and sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

The resulting gains and losses are included in the Statement of Operations as follows:

 

Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Realized foreign exchange gains and losses, which result from changes in foreign exchange rates between the date on which GVC500F earns dividends and interest or pays foreign withholding taxes or other expenses and the date on which U.S. dollar equivalent amounts are actually received or paid, are included in net realized gains or losses on foreign currency related transactions. Realized foreign

 


 

14    


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

exchange gains and losses which result from changes in foreign exchange rates between the trade and settlement dates on security and currency transactions are also included in net realized gains and losses on foreign currency related transactions. Net currency gains and losses from valuing other assets and liabilities denominated in foreign currency at the period end exchange rate are reflected in net change in unrealized appreciation or depreciation from translation of other assets and liabilities denominated in foreign currencies.

 

Forward Foreign Currency Contracts

 

GVC500F may enter into forward foreign currency contracts in connection with planned purchases or sales of securities, or to hedge against changes in currency exchange rates affecting the values of its investments that are denominated in a particular currency. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Fluctuations in the value of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by GVC500F. When forward contracts are closed, GVC500F will record realized gains or losses equal to the difference between the values of such forward contracts at the time each was opened and the values at the time each was closed. Such amounts are recorded in net realized gains or losses on foreign currency related transactions. GVC500F will not enter into a forward foreign currency contract if such contract would obligate it to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency.

 

Futures Contracts

 

GVC500F may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GVC500F is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GVC500F each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GVC500F. The daily changes in the variation margin are recognized as unrealized gains or losses by GVC500F. GVC500F’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GVC500F may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates, securities prices or prices of futures contracts move unexpectedly, GVC500F may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GVC500F. Net realized short-term and long-term capital gains for GVC500F will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GVC500F at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


2005

   $ 3,289,364

2004

     3,093,475

 

As of December 31, 2005, the components of accumulated losses on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Capital Loss
Carryforward


    Unrealized
Appreciation


$ 98,844   $ (127,360,502 )   $ 25,238,138

 

Taxes

 

GVC500F has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income (including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 


 

     15


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

As of December 31, 2005, for federal income tax purposes, the Fund had capital losses carryforward as follows:

 

    Capital Loss
Carryforward


    Expiration
Date


    $ (598,814 )   2009
      (114,272,919 )   2010
      (11,938,809 )   2011
      (549,960 )   2013
   


   
Total   $ (127,360,502 )    
   


   

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains, and the recharacterization of foreign exchange gains or losses to either ordinary income or realized capital gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

During the year ended December 31, 2005, the Fund reclassified amounts to paid-in capital from undistributed net investment income and accumulated net realized loss on investments and futures contracts. Increases/(decreases) to the various capital accounts were as follows:

 

Paid-In
capital


  Undistributed
Net Investment
Income


    Accumulated
Net Realized
Loss on
Investments
and Futures
Contracts


$   $ (21,446 )   $ 21,446

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 0.25% of the average daily net assets of the Fund. GIS voluntarily assumes a portion of the ordinary operating expenses (excluding interest expense associated with securities lending) that exceeds 0.28% of the average daily net assets of GVC500F. GIS subsidized 0.09% of the ordinary operating expenses of GVC500F or $189,427 for the year ended December 31, 2005.

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $15,542,414 and $4,119,960, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, excluding foreign currency and futures at December 31, 2005 aggregated $50,161,386 and $24,923,248, respectively, resulting in net unrealized appreciation of $25,238,138. The cost of investments owned at December 31, 2005 for federal income tax purposes was $193,963,257.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GVC500F will 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, GVC500F maintains the right to sell the collateral and may claim any resulting loss against the seller.

 


 

16    


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Note E.   Transactions in Capital Stock

 

There are 200,000,000 shares of $0.001 par value capital stock authorized for GVC500F. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     2,675,528        3,689,980        $ 23,714,164        $ 30,818,819  

Shares issued in reinvestment of dividends

     364,352        302,239          3,289,364          2,624,877  

Shares repurchased

     (1,878,337 )      (2,077,724 )        (16,579,152 )        (17,325,280 )


Net increase

     1,161,543        1,914,495        $ 10,424,376        $ 16,118,416  


 

Note F.   Line of Credit

 

A $100,000,000 line of credit available to GVC500F and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year ended December 31, 2005, none of the funds borrowed against this line of credit.

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note G.   Management Information (Unaudited)

 

The directors and officers of GVC500F are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and

Year of Birth

 

Position

With

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Interested Directors*

                   
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.
Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.

 

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

 


 

     17


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Dennis J. Manning
81 Graenest Ridge Road
Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life subsidiaries.

Disinterested Directors

                   
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust (9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.
Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

18    


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

William N. Goetzmann, Ph.D.
(1956)
  Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.
Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H
New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     19


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios (20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.
Robert G. Smith, Ph.D.
132 East 72nd Street, Apt. #1
New York, New York
10021
(1932)
  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

20    


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice President and Secretary   Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since 1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25
Richard A. Cumiskey
(1960)
  Chief Compliance Officer   Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing Director   Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager - Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager - Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23
Jonathan C. Jankus
(1947)
  Managing Director   Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     21


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Stewart M. Johnson
(1952)
  Senior Director   Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20
Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Frank L. Pepe
(1942)
  Vice President and Treasurer   Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25
Richard T. Potter, Jr.
(1954)
  Vice President and Counsel   Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing Director   Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

22    


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     23


n   The Guardian VC 500 Index Fund

 

Report of Ernst & Young LLP

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and Shareholders of The Guardian VC 500 Index Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian VC 500 Index Fund (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian VC 500 Index Fund, a series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

24    


n   The Guardian VC 500 Index Fund

 

Board Approval of Investment Management Agreements (Unaudited)

 

The Boards of Directors of The Guardian Variable Contract Funds, Inc. (“GVCF”), GIAC Funds, Inc. (“GIAC”), The Guardian Bond Fund, Inc. (“GBF” and a “Fund”) and The Guardian Cash Fund, Inc. (“GCF” and a “Fund”) (together, the series of GVCF and GIAC, and GBF and GCF are referred to as the “Funds,”) approved the renewal of the management agreement for each Fund and, as applicable, the subadvisory agreement for each Fund on November 17, 2005. As a part of the renewal process, the Boards of Directors of GVCF, GIAC, GBF and GCF met independently of Fund management and of the interested Board Members to consider the renewal of: (1) the management agreement (“Management Agreement”) between each of the Funds and Guardian Investor Services LLC (“GIS”) or as applicable, Guardian Baillie Gifford Limited (“GBG” and together with GIS, each referred to as a “Manager”); (2) as applicable, the subadvisory agreements (each a “Subadvisory Agreement”) between GBG and Baillie Gifford Overseas Limited (“BGO”) and the subadvisory agreements between GIS and UBS Global Asset Management (Americas) Inc. (“UBS” and together with BGO, each referred to as a “Subadvisor”). (The Management Agreements and the Subadvisory Agreements are together referred to as the “Advisory Agreements.”) As part of the review process, the Independent Directors were represented by independent legal counsel. The Independent Directors reviewed comprehensive materials received from the Managers, Subadvisors and independent counsel in connection with contract review. The Independent Directors noted that each Board also received regular information throughout the year regarding performance and operating results of each Fund and that in evaluating the Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Managers on matters relating to the Funds.

 

In preparation for the review process, the Independent Directors met with independent legal counsel and discussed the type and nature of information to be provided and sent a formal request for information to Fund management. The Managers and Subadvisors provided extensive information to all Board members in response to the request. Among other information, the Independent Directors reviewed materials to assess the services provided by each Manager and Subadvisor, and, as applicable, information comparing the performance, advisory fees and expense ratios of each Fund to other mutual funds, information about the profitability from the Advisory Agreements to the Managers and to the Subadvisors, information about economies of scale and information about the other benefits to the Managers and Subadvisors and their affiliates resulting from their relationship with the Funds (“fall-out benefits”). The Independent Directors reviewed comparative performance and management fee and expense ratios of peer groups of funds selected by Morningstar, Inc. (“Morningstar”). The Independent Directors also received a memorandum from independent legal counsel advising them of their duties and responsibilities in connection with the review of the Advisory Agreements. In preparation for the November 17th meeting, the Independent Directors met on November 3, 2005, to review and discuss with independent legal counsel the information provided by Morningstar.

 

Based upon their review, the Independent Directors concluded that it was in the best interest of each Fund to renew each relevant Advisory Agreement and, accordingly, recommended to the full Board of each Fund the renewal of each applicable Advisory Agreement. In reaching this conclusion for each Fund, the Independent Directors did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

Management Agreements

 

Nature, Quality and Extent of Services. In reviewing the nature, quality and extent of services provided by the Managers, the Independent Directors considered the services provided by each Manager under the Management Agreements, including administrative services. The Independent Directors considered the experience and skills of senior management responsible for fund operations, the experience and skills of the personnel performing the functions under each Management Agreement and the resources made available to such personnel, the ability of the Managers to attract and retain high-quality personnel, and the organizational depth of the Managers. The Independent Directors concluded that appropriate resources were provided under each Management Agreement. The Independent Directors also considered the delegation of day-to-day portfolio management responsibility to UBS with respect to the Guardian UBS VC Large Cap Value Fund and the Guardian UBS VC Small Cap Value Fund and to BGO with respect to the Baillie Gifford International Growth Fund and the Baillie Gifford Emerging Markets Fund and the Managers’ ability to supervise the activities of the Subadvisors. The Independent Directors concluded each Manager’s supervisory program was satisfactory. The Independent Directors also considered the compliance program established by the Managers and the level of compliance attained by the Managers. Further, the Independent Directors considered that each Manager has had a long-term relationship with the Funds and has demonstrated its past and future commitment to support the Funds. The Independent Directors concluded that a long-term relationship with a capable, conscientious adviser was in the best interest of each Fund. Based upon all relevant factors, the Independent Directors concluded that the nature, quality and extent of the services provided by the Managers to each applicable Fund were satisfactory.

 


 

     25


n   The Guardian VC 500 Index Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and longer-term (three year, five year and ten year) periods, as applicable, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. The Independent Directors received comparative performance information prepared by Morningstar. The Independent Directors also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Independent Directors concluded that investment performance met acceptable levels of investment performance. For Funds that experienced underperformance, the Independent Directors reviewed the reasons for the underperformance and the remedial measures taken by the Manager to improve performance. The Independent Directors concluded that the Managers have in place an effective process to monitor performance and that reasonable steps had been implemented to address circumstances of underperformance where appropriate. Therefore, the Independent Directors concluded that it was in the best interests of the Funds to renew the Management Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s management fees and net expense ratios. The Independent Directors received information, based on data supplied by Morningstar, comparing each Fund’s management fee rates and total net expense ratio to advisory fees and total net expense ratios of the mutual funds in its peer group (as selected by Morningstar). The Independent Directors also received and considered information on fee waivers and/or reimbursements for each Fund compared to those of its peer group. The Independent Directors noted that a number of the Funds have received fee waivers for many years and that such fee waivers remained current through the time of the review process.

 

The Independent Directors also compared each Fund’s management fee rates to fees charged by the Manager for comparable mutual funds. For each Fund, the Independent Directors reviewed the fees charged by other advisors for mutual funds in the Fund’s peer group. GIS provided information on the advisory fees it charges its two institutional accounts and noted the information was not comparable with the Funds because the investment objectives and management style of the institutional accounts were very different than those of the Funds. GBG has no clients other than the Funds.

 

On the basis of all information provided, the Independent Directors concluded that the management fee schedules for each Fund were reasonable and appropriate in light of the nature, quality and extent of services provided by the Manager.

 

Profitability. The Independent Directors reviewed detailed information regarding revenues received by each Manager under each Management Agreement, including identification of the estimated direct and indirect costs of the Managers of providing those services to each Fund that are covered under the Management Agreements. The Independent Directors also received information regarding the enterprise-wide profitability of the Managers with respect to all fund services in totality.

 

For all Funds, based upon the profitability percentage provided, the Independent Directors concluded that the profitability to the applicable Manager from the management of each Fund was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund and the Guardian Cash Fund had management fee schedules that each contained one breakpoint. The Independent Directors also considered whether the effective management fee rate for each Fund under the Management Agreement is reasonable in relation to the asset size of such Fund. The Independent Directors noted GIS’s representation that it did not anticipate that the Funds would experience any significant economies in the near future, given their asset size. The Independent Directors concluded that, in light of the Funds’ current asset levels, the fee schedule for each Fund reflects an appropriate level of sharing of any economies of scale.

 

Other Benefits to Manager. The Independent Directors also considered the character and amount of other incidental benefits received by the Managers and their affiliates as a result of their relationship with the Funds. The Independent Directors noted the Managers’ representation that each has the ability to obtain proprietary research as a result of the Funds’ brokerage business that may be used for the benefit of the Funds and other clients of the Managers. The Independent Directors concluded that management fees for each Fund were reasonable in light of these fall-out benefits.

 

Specific Fund Findings

 

The Guardian VC 500 Index Fund

 

In determining to recommend renewal of the Fund’s Management Agreement, the Independent Directors noted the favorable relative investment performance of the Fund, with performance above the median of its peer group, as well as the reasonableness of its management fee rate.

 

 


 

26    


n   The Guardian VC 500 Index Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Overall Conclusions

 

Based upon all of the information considered and the conclusions reached, the Independent Directors determined that the terms of each Advisory Agreement continue to be fair and reasonable and that the continuation of each Advisory Agreement is in the best interests of each Fund.

 


 

     27


n   The Guardian VC 500 Index Fund

 

Shareholder Voting Summary (Unaudited)

 

November 15, 2005

 

On November 15, 2005, a Special Shareholder Meeting of the Fund was held at which the eleven Directors, identified below, were elected (Proposal No. 1) and the sub-proposals in Proposal No. 2, as described in the Proxy Statement, were approved. The following is a report of the votes cast:

 

Proposal No. 1

 

Election of the Eleven Nominees for Director:

 

NOMINEE


   FOR

   WITHHELD

   TOTAL

DIRECTORS

              

Kathleen C. Cuocolo

   76,165,969.554    1,858,569.914    78,024,539.468

Frank J. Fabozzi

   76,176,372.381    1,848,167.087    78,024,539.468

Arthur V. Ferrara

   75,994,827.909    2,029,711.559    78,024,539.468

Leo R. Futia

   75,817,210.074    2,207,329.394    78,024,539.468

William N. Goetzmann

   76,164,019.071    1,860,520.397    78,024,539.468

Anne M. Goggin

   76,112,215.256    1,912,324.212    78,024,539.468

William W. Hewitt

   75,933,986.870    2,090,552.598    78,024,539.468

Sidney I. Lirtzman

   75,898,936.066    2,125,603.402    78,024,539.468

Dennis H. Manning

   76,179,952.757    1,844,586.711    78,024,539.468

Steven J. Paggioli

   76,173,796.441    1,850,743.027    78,024,539.468

Robert G. Smith

   75,972,333.669    2,052,205.799    78,024,539.468

 

Proposal No. 2

 

Approving an amendment to, or the elimination of, the Fund's fundamental investment restriction, as described in the Proxy Statement, with respect to the following:

 

SUB-PROPOSALS


   FOR

   AGAINST

   ABSTAIN

   TOTAL

2(a)      Diversification of investments;

   22,282,642.727    658,469.513    479,956.444    23,421,068.684

2(b)      Borrowing;

   22,287,949.354    653,162.886    479,956.444    23,421,068.684

2(c)      Issuing senior securities;

   22,279,153.802    661,958.438    479,956.444    23,421,068.684

2(d)      Concentration of investments in the same industry;

   22,285,307.546    655,804.694    479,956.444    23,421,068.684

2(e)      Investments in real estate

   22,277,808.170    663,304.070    479,956.444    23,421,068.684

2(h)      Making loans, and

   22,281,087.741    660,024.499    479,956.444    23,421,068.684

2(m)     Pledging, mortgaging or hypothecating its assets.

   22,283,345.783    657,766.457    479,956.444    23,421,068.684

 


 

28    


n   The Guardian VC 500 Index Fund

 

Proxy Voting Policies and Procedures (Unaudited)

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2005, is available free of charge upon request by logging on to www.guardianinvestor.com or the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

 

Form N-Q (Unaudited)

 

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each year on the Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov, and can be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Code of Ethics (Unaudited)

 

The Fund has adopted a code of ethics for its Principal Executive Officer and Principal Financial Officers (the “Code”). The purpose of the Code is to promote, among other things: honest and ethical conduct, including the handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC; and compliance with applicable laws and regulations. A copy of the Code has been filed with the SEC on Form N-CSR and can be obtained on the SEC’s website at www.sec.gov.

 

Copies of all of the above can be obtained free of charge by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 


 

     29


n   The Guardian VC Asset Allocation Fund

 

Annual Report
To Contractowners


 

LOGO

Jonathan C. Jankus CFA, Co-Portfolio Manager

 

LOGO

Stewart Johnson, Co-Portfolio Manager

 

Objective:

Long term total investment return consistent with moderate investment risk

 

Portfolio:

Generally purchases shares of The Guardian VC 500 Index, The Guardian Stock, The Guardian Bond and/or The Guardian Cash Funds. Also invests in individual securities and uses futures to manage allocations among the equity, debt and money market asset classes.

 

Inception Date:

September 15, 1999

 

Net Assets at December 31, 2005:

$46,288,851

 


 

An Update from Fund Management

 

For the year ended December 31, 2005, the Fund’s total return was 4.36%. This return exceeds the 4.00% return experienced by its not-quite-passive composite benchmark (60% of the S&P 500 Index and 40% of the Lehman Aggregate Bond Index rebalanced monthly without expenses or trading costs). For the period from Fund inception on September 15, 1999 and ending December 31, 2005, the Fund’s average annual total return has been 2.93% compared to 3.35% for the benchmark.

 

Stock market returns were positive for a third straight year, with the S&P 500 Index earning a modest total return of 4.91% for 2005. That said, the market’s returns for 2001 and 2002 were so poor that the cumulative return on the S&P 500 Index, including dividends, for the five-year period ended December 31, 2005 has only been a modest 0.54% average per year. Over this period, the market has had to deal with volatility due to corporate malfeasance, a mixed economy, the continuing threat of terrorist attacks, a war and record-setting natural disasters.

 

The Fund’s performance was positively impacted by a correctly aggressive stance on the market. After the declines of 2000, 2001 and the first half of 2002, our models viewed the market as being extremely “cheap” relative to fixed income alternatives. In addition, the turnaround in the economy led to a pronounced rebound in corporate profitability.

 

Our investing was guided by our quantitative model which, as of year-end, has us invested fully 91% in stocks, 0% in bonds and 9% in cash. This compares to our “neutral” position of 60% stocks and 40% bonds.

 

We believe most signs indicate continuing economic growth which we hope will continue to feed a rebound in corporate profits. A risk on the horizon is the extent to which interest rates will rise in the near term, especially given such exogenous factors as a weak dollar and expensive oil. “Real” interest rates (interest rates after subtracting expected inflation), however, remain low. On balance, we remain optimistic, although a bit more cautiously so.

 

The views expressed above are those of the Fund’s portfolio manager(s) as of December 31, 2005 and are subject to change without notice. They do not necessarily represent the views of Guardian Investor Services LLC. The views expressed herein are based on current market conditions and are not intended to predict or guarantee the future performance of any Fund, any individual security, any market or market segment. The composition of each Fund’s portfolio is subject to change. No recommendation is made with respect to any security discussed herein.

 


About information in this report:

 

  It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested.

 

  The composite benchmark total return data is comprised of 60% of the S&P 500 Index and 40% of the Lehman Brothers Aggregate Bond Index to reflect a 60/40 neutral weighting of the Fund. The S&P 500 Index is generally considered to be representative of U.S. stock market activity. The Lehman Brothers Aggregate Bond Index is generally considered to be representative of U.S. bond market activity. Index returns are provided for comparative purposes. Please note that the indices are unmanaged and not available for direct investment and their returns do not reflect the fees and expenses that have been deducted from the Fund.

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    1


n   The Guardian VC Asset Allocation Fund

 

Annual Report
To Contractowners


 

Portfolio Composition by Asset Class  (As of 12/31/2005 and 6/30/2005)

 

LOGO

 

Average Annual Total Returns  (For periods ended 12/31/2005)

 

     1
Yr
   5
Yrs
   10
Yrs
  

Since Inception

9/15/1999

The Guardian VC Asset Allocation Fund

   4.36%    1.39%       2.93%

Custom Index: 60% S&P 500 Index and 40% Lehman Brothers Aggregate Bond Index

   4.00%    2.99%       3.35%

 

All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

 

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. 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. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units.

 

Growth of a Hypothetical $10,000 Investment

 

To give you a comparison, the chart below shows the performance of a hypothetical $10,000 investment made in the Fund and the Lehman Brothers Aggregate Bond Index and the S&P Index. Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

 

LOGO

 


 

2   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Annual Report
To Contractowners


 

Fund Expenses

 

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example 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 underlying funds.

 

The example is based on an investment of $1,000 invested on July 1, 2005 and held for six months ended December 31, 2005.

 

Actual Expenses

 

The first line in the table provides information about actual account values and actual expenses. You may use the information in this row, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line in 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 and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

 

       Beginning
Account Value
July 1, 2005
     Ending
Account Value
December 31, 2005
     Expenses Paid
During Period*
     Annualized
Expense Ratio

Actual

     $ 1,000.00      $ 1,049.80      $ 1.96      0.38%

Hypothetical (5% return before expenses)

     $ 1,000.00      $ 1,023.29      $ 1.94      0.38%

 

*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year).

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    3


n   The Guardian VC Asset Allocation Fund

 

Schedule of Investments

 

December 31, 2005

 

Shares         Value  
                 
  Mutual Fund — 67.7%  
  Equity — 67.7%         
  3,433,665   

The Guardian VC 500 Index Fund* (1)
(Cost $31,108,219)

   $ 31,315,025  



                 
Principal
Amount
        Value  
  U.S. Government Security — 1.9%  
$ 900,000   

U.S. Treasury Bill
3.745% due 1/19/2006 (2)
(Cost $898,315)

   $ 898,315  



                 
  Repurchase Agreements — 30.6%  
$ 7,000,000   

Lehman Brothers

repurchase agreement,

dated 12/30/2005, maturity

value of $7,003,111 at

4.00%, due 1/3/2006 (3)

   $ 7,000,000  
  7,152,000   

State Street Bank and Trust Co.

repurchase agreement,

dated 12/30/2005, maturity

value of $7,155,274 at

4.12%, due 1/3/2006 (4)

     7,152,000  



      

Total Repurchase Agreements
(Cost $14,152,000)

     14,152,000  



 
 
Total Investments — 100.2%
(Cost $46,158,534)
     46,365,340  
 
 
Liabilities in Excess of Cash, Receivables and
Other Assets — (0.2)%
     (76,489)  



  Net Assets — 100%    $ 46,288,851  



 

*   The Guardian VC 500 Index Fund financial statements and financial highlights are included herein.
(1)   Affiliated issuer, as defined under the Investment Company Act of 1940, which includes issuers in which the Fund held 5% or more of the outstanding voting securities.
(2)   The U.S. Treasury Bill is segregated as collateral to cover margin requirements on open futures contracts.
(3)   The repurchase agreement is fully collateralized by $7,035,000 in U.S. Government Agency, 4.625%, due 1/15/2008, with a value of $7,028,673.
(4)   The repurchase agreement is fully collateralized by $7,260,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $7,296,300.

 

Contracts    Description    Expiration    Unrealized
Depreciation

PPurchased Futures Contracts

34   

S&P 500 Index

   3/2006    $       (95,796)

 


See notes to financial statements.

 

4   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

        

Unaffiliated issuer, at identified cost*

   $ 15,050,315  

Affiliated issuer, at identified cost

     31,108,219  
    


Total Cost

   $ 46,158,534  
    


Unaffiliated issuer, at market

   $ 898,315  

Affiliated issuer, at value

     31,315,025  

Repurchase agreements

     14,152,000  
    


Total Investments

     46,365,340  

Cash

     928  

Interest receivable

     3,193  

Other assets

     1,257  
    


Total Assets

     46,370,718  
    


LIABILITIES

        

Payable for variation margin

     45,050  

Accrued expenses

     27,974  

Payable for fund shares redeemed

     2,364  

Due to GIS

     6,479  
    


Total Liabilities

     81,867  
    


Net Assets

   $ 46,288,851  
    


COMPONENTS OF NET ASSETS

        

Capital stock, at par

   $ 4,880  

Additional paid-in capital

     48,528,750  

Undistributed net investment income

     687,813  

Accumulated net realized loss on investments and futures contracts

     (3,043,602 )

Net unrealized appreciation of investments and futures contracts

     111,010  
    


Net Assets

   $ 46,288,851  
    


Shares Outstanding — $0.001 Par Value

     4,879,878  

Net Asset Value Per Share

     $9.49  

 

*   Includes repurchase agreements.

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Interest

   $ 571,395  

Dividends (Received from affiliated issuer)

     475,851  
    


Total Income

     1,047,246  
    


Expenses:

        

Investment advisory fees — Note B

     245,512  

Custodian fees

     34,323  

Printing expense

     23,420  

Audit fees

     23,153  

Director’s fees — Note B

     5,501  

Other

     7,527  
    


Total Expenses before reimbursement

     339,436  

Less: Expenses assumed by investment adviser (1)

     (152,481 )
    


Net Expenses

     186,955  
    


Net Investment Income

     860,291  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — NOTE C

        

Net realized gain on futures

     515,801  

Net realized gain on sale of affiliated underlying fund

     205,314  

Net change in unrealized depreciation
of investments — Note C

     710,168  

Net change in unrealized appreciation of
futures contracts

     (641,806 )
    


Net Realized and Unrealized Gain
on Investments

     789,477  
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 1,649,768  
    


 

(1)   The Fund does not impose any advisory fees for the portion of the Fund’s assets invested in other Guardian Funds.

 


See notes to financial statements.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    5


n   The Guardian VC Asset Allocation Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 860,291        $ 790,876  

Net realized gain on investments and futures contracts

       721,115          1,988,669  

Net change in unrealized appreciation/(depreciation) of investments

       68,362          2,438,336  
      


    


Net Increase in Net Assets Resulting from Operations

       1,649,768          5,217,881  
      


    


Dividends to Shareholders from:

                     

Net investment income

       (329,786 )        (639,481 )
      


    


From Capital Share Transactions:

                     

Net increase/(decrease) in net assets from capital share transactions — Note G

       (10,958,548 )        2,368,946  
      


    


Net Increase/(Decrease) in Net Assets

       (9,638,566 )        6,947,346  

NET ASSETS:

                     

Beginning of year

       55,927,417          48,980,071  
      


    


End of year*

     $ 46,288,851        $ 55,927,417  
      


    


*  Includes undistributed net investment income of:

     $ 687,813        $ 157,308  

 


See notes to financial statements.

 

6   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Financial Highlights

 

Selected data for a share of capital stock outstanding throughout the years indicated:

 

    Year Ended December 31,

 
    2005     2004     2003     2002     2001  

Net asset value, beginning of year

  $9.16     $8.40     $6.78     $8.62     $9.83  


Income from investment operations:

                             

Net investment income

  0.19     0.13     0.10     0.14     0.24  

Net realized and unrealized gain/(loss) on investments

  0.21     0.74     1.76     (1.83 )   (1.12 )


Net increase/(decrease) from investment operations

  0.40     0.87     1.86     (1.69 )   (0.88 )


Dividends and distributions to shareholders from:

                             

Net investment income

  (0.07 )   (0.11 )   (0.24 )   (0.15 )   (0.10 )

Net realized gain on investments

                  (0.23 )


Total dividends and distributions

  (0.07 )   (0.11 )   (0.24 )   (0.15 )   (0.33 )


Net asset value, end of year

  $9.49     $9.16     $8.40     $6.78     $8.62  


Total return*

  4.36 %   10.31 %   27.70 %   (19.88 )%   (9.03 )%


Ratios/supplemental data:

                             

Net assets, end of year (000’s omitted)

  $46,289     $55,927     $48,980     $34,572     $44,768  

Ratio of expenses to average net assets

  0.38 %(a)   0.31 %(a)   0.29 %(a)   0.31  %(a)   0.39 %(a)

Gross expense ratio

  0.51 %(b)   0.53 %(b)   0.54 %(b)   0.56  %(b)   0.56 %(b)

Ratio of net investment income
to average net assets

  1.75 %   1.52 %   1.51 %   1.89  %   2.87 %

Portfolio turnover rate

  2 %   0 %   0 %   0  %   29 %


 

*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
       Inclusion of such charges would reduce the total returns for all periods shown.
(a)   Amounts do not include expenses of the underlying funds.
(b)   Amounts include expenses of the underlying funds.

 


See notes to financial statements.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    7


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian VC Asset Allocation Fund (the Fund or GVCAAF) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

Shares of GVCAAF are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Securities listed on national securities exchanges are valued at the last sale price on such exchanges, or if no sale occurred, at the mean of the closing bid and asked prices. Securities that are traded on the NASDAQ National Securities Market are valued at the NASDAQ Official Closing Price. Investments in an underlying fund are valued at the closing net asset value of each underlying fund on the day of valuation.

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as certain mortgage-backed securities, restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D). Short-term debt securities with maturities of 60 days or less are valued on an amortized cost basis which approximates market value.

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily. Dividend income is recorded on the ex-dividend date.

 

Forward Foreign Currency Contracts

 

GVCAAF may enter into forward foreign currency contracts in connection with planned purchases or sales of securities, or to hedge against changes in currency exchange rates affecting the values of its investments that are denominated in a particular currency. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Fluctuations in the value of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by GVCAAF. When forward contracts are closed, GVCAAF will record realized gains or losses equal to the difference between the values of such forward contracts at the time each was opened and the values at the time each was closed. Such amounts are recorded in net realized gains or losses on foreign currency related transactions. GVCAAF will not enter into a forward foreign currency contract if such contract would obligate it to deliver

 


 

8   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency.

 

Futures Contracts

 

GVCAAF may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GVCAAF is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GVCAAF each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GVCAAF. The daily changes in the variation margin are recognized as unrealized gains or losses by GVCAAF. GVCAAF’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GVCAAF may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates, securities prices or prices of futures contracts move unexpectedly, GVCAAF may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. GVCAAF’s portfolio holdings correspond to the custodian bank’s records and reflect accounting treatment for the futures contracts in the portfolio.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GVCAAF. Net realized short-term and long-term capital gains for GVCAAF will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GVCAAF at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


2005

   $ 329,786

2004

     639,481

 

As of December 31, 2005, the components of accumulated losses on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Capital Loss
Carryforward


    Unrealized
Depreciation


$ 687,813   $ (3,139,398 )   $ 206,806

 

Taxes

 

GVCAAF has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income (including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 

As of December 31, 2005, for federal income tax purposes, the Fund had a capital loss carryforward as follows:

 

Capital Loss
Carryforward


    Expiration
Date


$ (3,139,398 )   2010

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains, and the recharacterization of foreign exchange gains or losses to either ordinary income or realized capital gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 0.50% of the average daily net assets of the Fund. There are no duplicative advisory fees charged to GVCAAF on assets invested in other Guardian Funds. Under an SEC exemptive order, advisory fees are paid at the underlying Fund level.

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    9


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $475,851 and $5,723,798, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, excluding futures at December 31, 2005 aggregated $206,806 and $0, respectively, resulting in net unrealized appreciation of $206,806. The cost of investments owned at December 31, 2005 for federal income tax purposes was $46,158,534.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GVCAAF will 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, GVCAAF maintains the right to sell the collateral and may claim any resulting loss against the seller.

 

Note E.   Reverse Repurchase Agreements

 

GVCAAF may enter into reverse repurchase agreements with banks or third party broker-dealers to borrow short-term funds. Interest on the value of reverse repurchase agreements issued and outstanding is based upon competitive market rates at the time of issuance. At the time GVCAAF enters into a reverse repurchase agreement, GVCAAF establishes and segregates cash, U.S. government securities or liquid, unencumbered securities that are marked-to-market daily. The value of such segregated assets must be at least equal to the value of the repurchase obligation (principal plus accrued interest), as applicable. Reverse repurchase agreements involve the risk that the buyer of the securities sold by GVCAAF may be unable to deliver the securities when GVCAAF seeks to repurchase them.

 

Note F.   Dollar Roll Transactions

 

GVCAAF may enter into dollar rolls (principally using TBA’s) in which GVCAAF sells mortgage securities for delivery in the current month and simultaneously contracts to repurchase similar securities at an agreed-upon price on a fixed date. The securities repurchased will bear the same interest as those sold, but generally will be collateralized at the time of delivery by different pools of mortgages with different prepayment histories than those securities sold. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on the securities sold. Dollar roll transactions involve the risk that the buyer of the securities sold by GVCAAF may be unable to deliver the securities when GVCAAF seeks to repurchase them. GVCAAF is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the “drop”), as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls may increase fluctuations in GVCAAF’s net asset value and may be viewed as a form of leverage.

 


 

10   THE GUARDIAN VC ASSET ALLOCATION FUND

 

Note G.   Transactions in Capital Stock

 

There are 100,000,000 shares of $0.001 par value capital stock authorized for GVCAAF. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     494,217        781,840        $ 4,531,165        $ 6,691,370  

Shares issued in reinvestment of dividends

     36,161        69,738          329,786          639,481  

Shares repurchased

     (1,752,890 )      (577,089 )        (15,819,499 )        (4,961,905 )


Net increase/(decrease)

     (1,222,512 )      274,489        $ (10,958,548 )      $ 2,368,946  



n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Note H.   Line of Credit

 

A $100,000,000 line of credit available to GVCAAF and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year ended December 31, 2005, none of the funds borrowed against this line of credit.

 

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note I.   Investments in Affiliates1

 

A summary of GVCAAF’s transactions in affiliated issuers during the year ended December 31, 2005 is set forth below:

 

Name of Issuer   Balance of
Shares Held
December 31,
2004
  Gross
Purchases
and
Additions
  Gross
Sales and
Reductions
  Balance of
Shares Held
December 31,
2005
  Value
December 31,
2005
  Dividends
Included in
Dividend
Income
  Net Realized
Gains from
Underlying
Funds
  Net Realized
Gain/(Loss)
on Sales

Non-Controlled Affiliates

                                       

The Guardian VC 500 Index Fund

  3,380,940   52,725     3,433,665   $ 31,315,025   $ 475,851   $         —   $         —

The Guardian Bond Fund, Inc.

  470,055     470,055                   205,314

 

1   Affiliated issuers, as defined in the 1940 Act, include issuers in which the Fund held 5% or more of the outstanding voting securities.

 

Note J.   Management Information (Unaudited)

 

The directors and officers of GVCAAF are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Interested Directors*

                   
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.

 

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    11


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Dennis J. Manning
81 Graenest Ridge Road
Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life subsidiaries.

Disinterested Directors

                   
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust
(9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

12   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).
William N. Goetzmann, Ph.D.
(1956)
  Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.
Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    13


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H
New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.
Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios
(20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.

Robert G. Smith, Ph.D.

132 East 72nd Street, Apt. #1
New York, New York

10021
(1932)

  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

14   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice President and Secretary   Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since 1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25
Richard A. Cumiskey
(1960)
  Chief Compliance Officer   Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing Director   Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager — Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager — Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23
Jonathan C. Jankus
(1947)
  Managing Director   Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    15


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Stewart M. Johnson
(1952)
  Senior Director   Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20
Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Frank L. Pepe
(1942)
  Vice President and Treasurer   Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25
Richard T. Potter, Jr.
(1954)
  Vice President and Counsel   Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing Director   Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

16   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    17


n   The Guardian VC Asset Allocation Fund

 

Report of Ernst & Young LLP,

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and Shareholders of The Guardian VC Asset Allocation Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian VC Asset Allocation Fund (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian, the transfer agent and broker. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian VC Asset Allocation Fund, a series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

18   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Board Approval of Investment Management Agreements (Unaudited)

 

The Boards of Directors of The Guardian Variable Contract Funds, Inc. (“GVCF”), GIAC Funds, Inc. (“GIAC”), The Guardian Bond Fund, Inc. (“GBF” and a “Fund”) and The Guardian Cash Fund, Inc. (“GCF” and a “Fund”) (together, the series of GVCF and GIAC, and GBF and GCF are referred to as the “Funds,”) approved the renewal of the management agreement for each Fund and, as applicable, the subadvisory agreement for each Fund on November 17, 2005. As a part of the renewal process, the Boards of Directors of GVCF, GIAC, GBF and GCF met independently of Fund management and of the interested Board Members to consider the renewal of: (1) the management agreement (“Management Agreement”) between each of the Funds and Guardian Investor Services LLC (“GIS”) or as applicable, Guardian Baillie Gifford Limited (“GBG” and together with GIS, each referred to as a “Manager”); (2) as applicable, the subadvisory agreements (each a “Subadvisory Agreement”) between GBG and Baillie Gifford Overseas Limited (“BGO”) and the subadvisory agreements between GIS and UBS Global Asset Management (Americas) Inc. (“UBS” and together with BGO, each referred to as a “Subadvisor”). (The Management Agreements and the Subadvisory Agreements are together referred to as the “Advisory Agreements.”) As part of the review process, the Independent Directors were represented by independent legal counsel. The Independent Directors reviewed comprehensive materials received from the Managers, Subadvisors and independent counsel in connection with contract review. The Independent Directors noted that each Board also received regular information throughout the year regarding performance and operating results of each Fund and that in evaluating the Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Managers on matters relating to the Funds.

 

In preparation for the review process, the Independent Directors met with independent legal counsel and discussed the type and nature of information to be provided and sent a formal request for information to Fund management. The Managers and Subadvisors provided extensive information to all Board members in response to the request. Among other information, the Independent Directors reviewed materials to assess the services provided by each Manager and Subadvisor, and, as applicable, information comparing the performance, advisory fees and expense ratios of each Fund to other mutual funds, information about the profitability from the Advisory Agreements to the Managers and to the Subadvisors, information about economies of scale and information about the other benefits to the Managers and Subadvisors and their affiliates resulting from their relationship with the Funds (“fall-out benefits”). The Independent Directors reviewed comparative performance and management fee and expense ratios of peer groups of funds selected by Morningstar, Inc. (“Morningstar”). The Independent Directors also received a memorandum from independent legal counsel advising them of their duties and responsibilities in connection with the review of the Advisory Agreements. In preparation for the November 17th meeting, the Independent Directors met on November 3, 2005, to review and discuss with independent legal counsel the information provided by Morningstar.

 

Based upon their review, the Independent Directors concluded that it was in the best interest of each Fund to renew each relevant Advisory Agreement and, accordingly, recommended to the full Board of each Fund the renewal of each applicable Advisory Agreement. In reaching this conclusion for each Fund, the Independent Directors did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

Management Agreements

 

Nature, Quality and Extent of Services. In reviewing the nature, quality and extent of services provided by the Managers, the Independent Directors considered the services provided by each Manager under the Management Agreements, including administrative services. The Independent Directors considered the experience and skills of senior management responsible for fund operations, the experience and skills of the personnel performing the functions under each Management Agreement and the resources made available to such personnel, the ability of the Managers to attract and retain high-quality personnel, and the organizational depth of the Managers. The Independent Directors concluded that appropriate resources were provided under each Management Agreement. The Independent Directors also considered the delegation of day-to-day portfolio management responsibility to UBS with respect to the Guardian UBS VC Large Cap Value Fund and the Guardian UBS VC Small Cap Value Fund and to BGO with respect to the Baillie Gifford International Growth Fund and the Baillie Gifford Emerging Markets Fund and the Managers’ ability to supervise the activities of the Subadvisors. The Independent Directors concluded each Manager’s supervisory program was satisfactory. The Independent Directors also considered the compliance program established by the Managers and the level of compliance attained by the Managers. Further, the Independent Directors considered that each Manager has had a long-term relationship with the Funds and has demonstrated its past and future commitment to support the Funds. The Independent Directors concluded that a long-term relationship with a capable, conscientious adviser was in the best interest of each Fund. Based upon all relevant factors, the Independent Directors concluded that the nature, quality and extent of the services provided by the Managers to each applicable Fund were satisfactory.

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    19


n   The Guardian VC Asset Allocation Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and longer-term (three year, five year and ten year) periods, as applicable, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. The Independent Directors received comparative performance information prepared by Morningstar. The Independent Directors also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Independent Directors concluded that investment performance met acceptable levels of investment performance. For Funds that experienced underperformance, the Independent Directors reviewed the reasons for the underperformance and the remedial measures taken by the Manager to improve performance. The Independent Directors concluded that the Managers have in place an effective process to monitor performance and that reasonable steps had been implemented to address circumstances of underperformance where appropriate. Therefore, the Independent Directors concluded that it was in the best interests of the Funds to renew the Management Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s management fees and net expense ratios. The Independent Directors received information, based on data supplied by Morningstar, comparing each Fund’s management fee rates and total net expense ratio to advisory fees and total net expense ratios of the mutual funds in its peer group (as selected by Morningstar). The Independent Directors also received and considered information on fee waivers and/or reimbursements for each Fund compared to those of its peer group. The Independent Directors noted that a number of the Funds have received fee waivers for many years and that such fee waivers remained current through the time of the review process.

 

The Independent Directors also compared each Fund’s management fee rates to fees charged by the Manager for comparable mutual funds. For each Fund, the Independent Directors reviewed the fees charged by other advisors for mutual funds in the Fund’s peer group. GIS provided information on the advisory fees it charges its two institutional accounts and noted the information was not comparable with the Funds because the investment objectives and management style of the institutional accounts were very different than those of the Funds. GBG has no clients other than the Funds.

 

On the basis of all information provided, the Independent Directors concluded that the management fee schedules for each Fund were reasonable and appropriate in light of the nature, quality and extent of services provided by the Manager.

 

Profitability. The Independent Directors reviewed detailed information regarding revenues received by each Manager under each Management Agreement, including identification of the estimated direct and indirect costs of the Managers of providing those services to each Fund that are covered under the Management Agreements. The Independent Directors also received information regarding the enterprise-wide profitability of the Managers with respect to all fund services in totality.

 

For all Funds, based upon the profitability percentage provided, the Independent Directors concluded that the profitability to the applicable Manager from the management of each Fund was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund and the Guardian Cash Fund had management fee schedules that each contained one breakpoint. The Independent Directors also considered whether the effective management fee rate for each Fund under the Management Agreement is reasonable in relation to the asset size of such Fund. The Independent Directors noted GIS’s representation that it did not anticipate that the Funds would experience any significant economies in the near future, given their asset size. The Independent Directors concluded that, in light of the Funds’ current asset levels, the fee schedule for each Fund reflects an appropriate level of sharing of any economies of scale.

 

Other Benefits to Manager. The Independent Directors also considered the character and amount of other incidental benefits received by the Managers and their affiliates as a result of their relationship with the Funds. The Independent Directors noted the Managers’ representation that each has the ability to obtain proprietary research as a result of the Funds’ brokerage business that may be used for the benefit of the Funds and other clients of the Managers. The Independent Directors concluded that management fees for each Fund were reasonable in light of these fall-out benefits.

 

Specific Fund Findings

 

The Guardian VC Asset Allocation Fund

 

In determining to recommend renewal of the Fund’s Management Agreement, the Independent Directors noted the favorable relative investment performance of the Fund, with performance above the median of its peer group in all but one of the periods reviewed, and that the management fee rate was reasonable.

 


 

20   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)


 

Overall Conclusions

 

Based upon all of the information considered and the conclusions reached, the Independent Directors determined that the terms of each Advisory Agreement continue to be fair and reasonable and that the continuation of each Advisory Agreement is in the best interests of each Fund.

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    21


n   The Guardian VC Asset Allocation Fund

 

Shareholder Voting Summary (Unaudited)

 

November 15, 2005

 

On November 15, 2005, a Special Shareholder Meeting of the Fund was held at which the eleven Directors, identified below, were elected (Proposal No. 1) and the sub-proposals in Proposal No. 2, as described in the Proxy Statement, were approved. The following is a report of the votes cast:

 

Proposal No. 1

 

Election of the Eleven Nominees for Director:

 

NOMINEE


   FOR

   WITHHELD

   TOTAL

DIRECTORS

              

Kathleen C. Cuocolo

   76,165,969.554    1,858,569.914    78,024,539.468

Frank J. Fabozzi

   76,176,372.381    1,848,167.087    78,024,539.468

Arthur V. Ferrara

   75,994,827.909    2,029,711.559    78,024,539.468

Leo R. Futia

   75,817,210.074    2,207,329.394    78,024,539.468

William N. Goetzmann

   76,164,019.071    1,860,520.397    78,024,539.468

Anne M. Goggin

   76,112,215.256    1,912,324.212    78,024,539.468

William W. Hewitt

   75,933,986.870    2,090,552.598    78,024,539.468

Sidney I. Lirtzman

   75,898,936.066    2,125,603.402    78,024,539.468

Dennis H. Manning

   76,179,952.757    1,844,586.711    78,024,539.468

Steven J. Paggioli

   76,173,796.441    1,850,743.027    78,024,539.468

Robert G. Smith

   75,972,333.669    2,052,205.799    78,024,539.468

 

Proposal No. 2

 

Approving an amendment to, or the elimination of, the Fund’s fundamental investment restriction, as described in the Proxy Statement, with respect to the following:

 

SUB-PROPOSALS


   FOR

   AGAINST

   ABSTAIN

   TOTAL

2(a)      Diversification of investments;

   4,752,785.064    79,026.868    134,199.990    4,966,011.922

2(b)      Borrowing;

   4,750,966.414    80,845.518    134,199.990    4,966,011.922

2(c)      Issuing senior securities;

   4,752,785.064    79,026.868    134,199.990    4,966,011.922

2(d)      Concentration of investments in the same industry;

   4,750,966.414    80,845.518    134,199.990    4,966,011.922

2(e)      Investments in real estate

   4,756,995.572    74,816.360    134,199.990    4,966,011.922

2(h)      Making loans, and

   4,752,785.064    79,026.868    134,199.990    4,966,011.922

2(m)     Pledging, mortgaging or hypothecating its assets.

   4,735,847.415    95,964.517    134,199.990    4,966,011.922

 


 

22   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC Asset Allocation Fund

 

Proxy Voting Policies and Procedures (Unaudited)

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2005, is available free of charge upon request by logging on to www.guardianinvestor.com or the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

 

Form N-Q (Unaudited)

 

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each year on the Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov, and can be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Code of Ethics (Unaudited)

 

The Fund has adopted a code of ethics for its Principal Executive Officer and Principal Financial Officers (the “Code”). The purpose of the Code is to promote, among other things: honest and ethical conduct, including the handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC; and compliance with applicable laws and regulations. A copy of the Code has been filed with the SEC on Form N-CSR and can be obtained on the SEC’s website at www.sec.gov.

 

Copies of all of the above can be obtained free of charge by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

The Guardian VC Asset Allocation Fund currently invests in The Guardian VC 500 Index Fund; therefore, the financial statements for that Fund accompany the financial statements for The Guardian VC Asset Allocation Fund on the following pages.

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    23


n   The Guardian VC 500 Index Fund

 

Schedule of Investments

 

December 31, 2005

 

Shares         Value  
               
Common Stocks — 97.2%  
Aerospace and Defense — 2.1%         
15,041   

Boeing Co.

   $ 1,056,480  
3,298   

General Dynamics Corp.

     376,137  
2,074   

Goodrich Corp.

     85,241  
15,604   

Honeywell Int’l., Inc.

     581,249  
2,900   

L-3 Comm. Hldgs., Inc.

     215,615  
7,403   

Lockheed Martin Corp.

     471,053  
7,130   

Northrop Grumman Corp.

     428,584  
6,852   

Raytheon Co.

     275,108  
2,736   

Rockwell Collins, Inc.

     127,142  
18,400   

United Technologies Corp.

     1,028,744  
         


            4,645,353  


Air Freight and Logistics — 1.0%         
5,194   

FedEx Corp.

     537,008  
930   

Ryder Systems, Inc.

     38,148  
21,059   

United Parcel Svc., Inc. — Class B

     1,582,584  
         


            2,157,740  


Airlines — 0.1%         
18,199   

Southwest Airlines Co.

     299,010  


Auto Components — 0.1%         
1,100   

Cooper Tire & Rubber Co.

     16,852  
2,222   

Dana Corp.

     15,954  
2,622   

Goodyear Tire & Rubber Co.*

     45,571  
3,088   

Johnson Controls, Inc.

     225,146  
1,955   

Visteon Corp.*

     12,238  
         


            315,761  


Automobiles — 0.4%         
36,944   

Ford Motor Co.

     285,208  
11,434   

General Motors Corp.

     222,048  
5,221   

Harley-Davidson, Inc.

     268,829  
         


            776,085  


Beverages — 2.1%         
13,362   

Anheuser-Busch Cos., Inc.

     574,031  
2,046   

Brown-Forman Corp. — Class B

     141,829  
42,764   

Coca-Cola Co.

     1,723,817  
8,124   

Coca-Cola Enterprises, Inc.

     155,737  
3,500   

Constellation Brands, Inc. — Class A*

     91,805  
1,841   

Molson Coors Brewing Co. — Class B

     123,328  
30,171   

PepsiCo., Inc.

     1,782,503  
4,264   

The Pepsi Bottling Group, Inc.

     121,993  
         


            4,715,043  


Biotechnology — 1.5%         
23,617   

Amgen, Inc.*

     1,862,436  
3,176   

Applera Corp.-Applied Biosystems Group

     84,354  
6,154   

Biogen Idec, Inc.*

     278,961  
3,269   

Chiron Corp.*

     145,340  
5,005   

Genzyme Corp.*

     354,254  
9,200   

Gilead Sciences, Inc.*

     484,196  
3,941   

MedImmune, Inc.*

     138,014  
         


            3,347,555  


Building Products — 0.2%         
3,957   

American Standard Cos., Inc.

     158,082  
7,420   

Masco Corp.

     224,010  
         


            382,092  


Capital Markets — 3.2%         
4,567   

Ameriprise Financial, Inc.

     187,247  
13,570   

Bank of New York, Inc.

     432,204  
2,876   

Bear Stearns Cos., Inc.

     332,264  
Shares         Value  
               
22,577   

Charles Schwab Corp.

   $ 331,205  
6,100   

E*TRADE Financial Corp.*

     127,246  
1,739   

Federated Investors, Inc. — Class B

     64,413  
3,987   

Franklin Resources, Inc.

     374,818  
8,702   

Goldman Sachs Group, Inc.

     1,111,332  
6,726   

Janus Capital Group, Inc.

     125,305  
5,424   

Lehman Brothers Hldgs., Inc.

     695,194  
7,285   

Mellon Financial Corp.

     249,511  
17,464   

Merrill Lynch & Co., Inc.

     1,182,837  
19,283   

Morgan Stanley

     1,094,117  
3,863   

Northern Trust Corp.

     200,181  
6,370   

State Street Corp.

     353,153  
2,158   

T. Rowe Price Group, Inc.

     155,441  
         


            7,016,468  


Chemicals — 1.5%         
3,869   

Air Products & Chemicals, Inc.

     229,006  
1,031   

Ashland, Inc.

     59,695  
18,242   

Dow Chemical Co.

     799,364  
18,905   

E.I. Du Pont de Nemours & Co.

     803,462  
1,156   

Eastman Chemical Co.

     59,638  
4,704   

Ecolab, Inc.

     170,614  
1,924   

Engelhard Corp.

     58,009  
1,633   

Hercules, Inc.*

     18,453  
1,417   

Int’l. Flavors & Fragrances, Inc.

     47,470  
4,507   

Monsanto Co.

     349,428  
2,995   

PPG Inds., Inc.

     173,410  
5,483   

Praxair, Inc.

     290,380  
3,888   

Rohm & Haas Co.

     188,257  
1,351   

Sigma-Aldrich

     85,505  
         


            3,332,691  


Commercial Banks — 5.5%         
8,364   

AmSouth Bancorporation

     219,220  
75,066   

Bank of America Corp.

     3,464,296  
9,234   

BB&T Corp.

     386,997  
3,064   

Comerica, Inc.

     173,913  
2,100   

Compass Bancshares, Inc.

     101,409  
10,354   

Fifth Third Bancorp

     390,553  
1,892   

First Horizon Nat’l. Corp.

     72,728  
7,298   

Huntington Bancshares, Inc.

     173,328  
7,242   

KeyCorp

     238,479  
2,000   

M & T Bank Corp.

     218,100  
3,796   

Marshall & Ilsley Corp.

     163,380  
11,847   

National City Corp.

     397,704  
7,566   

North Fork Bancorporation, Inc.

     207,006  
6,005   

PNC Financial Svcs. Group

     371,289  
7,258   

Regions Financial Corp.

     247,933  
6,623   

SunTrust Banks, Inc.

     481,890  
5,299   

Synovus Financial Corp.

     143,126  
34,097   

U.S. Bancorp

     1,019,159  
29,247   

Wachovia Corp.

     1,545,996  
30,455   

Wells Fargo & Co.

     1,913,488  
1,372   

Zions Bancorporation

     103,668  
         


            12,033,662  


Commercial Services and Supplies — 0.7%         
4,913   

Allied Waste Inds., Inc.*

     42,940  
2,079   

Avery Dennison Corp.

     114,906  
18,985   

Cendant Corp.

     327,491  
3,041   

Cintas Corp.

     125,228  
2,150   

Equifax, Inc.

     81,743  
1,670   

Monster Worldwide, Inc.*

     68,170  
4,365   

Pitney Bowes, Inc.

     184,421  
4,695   

R.R. Donnelley & Sons Co.

     160,616  
2,619   

Robert Half Int’l., Inc.

     99,234  
11,422   

Waste Management, Inc.

     346,658  
         


            1,551,407  


 


See notes to financial statements.

 

24   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
Communications Equipment — 2.6%         
1,701   

ADC Telecomm., Inc.*

   $ 38,000  
3,629   

Andrew Corp.*

     38,939  
6,957   

Avaya, Inc.*

     74,231  
15,078   

CIENA Corp.*

     44,782  
120,263   

Cisco Systems, Inc.*

     2,058,902  
2,797   

Comverse Technology, Inc.*

     74,372  
27,263   

Corning, Inc.*

     535,991  
27,463   

JDS Uniphase Corp.*

     64,813  
72,571   

Lucent Technologies, Inc.*

     193,039  
46,405   

Motorola, Inc.

     1,048,289  
30,568   

QUALCOMM, Inc.

     1,316,869  
2,342   

Scientific Atlanta, Inc.

     100,870  
6,153   

Tellabs, Inc.*

     67,068  
         


            5,656,165  


Computers and Peripherals — 3.6%         
15,733   

Apple Computer, Inc.*

     1,131,045  
47,143   

Dell, Inc.*

     1,413,819  
45,971   

EMC Corp.*

     626,125  
4,846   

Gateway, Inc.*

     12,163  
53,201   

Hewlett Packard Co.

     1,523,145  
30,422   

Int’l. Business Machines

     2,500,688  
2,204   

Lexmark Int’l. Group, Inc. — Class A*

     98,805  
2,932   

NCR Corp.*

     99,512  
6,233   

Network Appliance, Inc.*

     168,291  
1,397   

QLogic Corp.*

     45,417  
55,932   

Sun Microsystems, Inc.*

     234,355  
         


            7,853,365  


Construction and Engineering — 0.1%         
2,106   

Fluor Corp.

     162,710  


Construction Materials — 0.0%         
1,518   

Vulcan Materials Co.

     102,845  


Consumer Finance — 1.2%         
22,837   

American Express Co.

     1,175,192  
4,124   

Capital One Financial Corp.

     356,313  
24,986   

MBNA Corp.

     678,370  
7,586   

SLM Corp.

     417,913  
         


            2,627,788  


Containers and Packaging — 0.2%         
1,698   

Ball Corp.

     67,445  
2,984   

Bemis Co., Inc.

     83,164  
2,370   

Pactiv Corp.*

     52,140  
2,355   

Sealed Air Corp.*

     132,280  
1,604   

Temple-Inland, Inc.

     71,939  
         


            406,968  


Distributors — 0.1%         
2,613   

Genuine Parts Co.

     114,763  


Diversified Consumer Services — 0.2%         
2,958   

Apollo Group, Inc. — Class A*

     178,841  
6,318   

H & R Block, Inc.

     155,107  
         


            333,948  


Diversified Financial Services — 3.6%         
4,000   

CIT Group, Inc.

     207,120  
95,638   

Citigroup, Inc.

     4,641,312  
64,908   

J.P. Morgan Chase & Co.

     2,576,199  
4,648   

Moody’s Corp.

     285,480  
5,188   

Principal Financial Group, Inc.

     246,067  
         


            7,956,178  


Shares         Value  
               
Diversified Telecommunication Services — 2.2%         
82,113   

AT & T, Inc.

   $ 2,010,947  
32,063   

BellSouth Corp.

     868,907  
2,122   

CenturyTel, Inc.

     70,366  
4,221   

Citizens Comm. Co.

     51,623  
32,677   

Qwest Comm. Int’l., Inc.*

     184,625  
53,236   

Verizon Comm.

     1,603,468  
         


            4,789,936  


Electric Utilities — 1.5%         
3,880   

Allegheny Energy, Inc.*

     122,802  
6,474   

American Electric Power, Inc.

     240,121  
3,156   

CiNergy Corp.

     134,004  
6,073   

Edison Int’l.

     264,844  
3,852   

Entergy Corp.

     264,440  
14,956   

Exelon Corp.

     794,762  
5,251   

FirstEnergy Corp.

     257,246  
6,212   

FPL Group, Inc.

     258,171  
1,550   

Pinnacle West Capital Corp.

     64,092  
5,616   

PPL Corp.

     165,110  
4,078   

Progress Energy, Inc.

     179,106  
13,384   

Southern Co.

     462,149  
         


            3,206,847  


Electrical Equipment — 0.4%         
2,932   

American Power Conversion Corp.

     64,504  
1,394   

Cooper Inds. Ltd. — Class A

     101,762  
7,195   

Emerson Electric Co.

     537,466  
3,531   

Rockwell Automation, Inc.

     208,894  
         


            912,626  


Electronic Equipment and Instruments — 0.3%         
9,869   

Agilent Technologies, Inc.*

     328,539  
2,956   

Jabil Circuit, Inc.*

     109,638  
2,894   

Molex, Inc.

     75,099  
9,102   

Sanmina-SCI Corp.*

     38,775  
24,921   

Solectron Corp.*

     91,211  
3,432   

Symbol Technologies, Inc.

     43,998  
1,335   

Tektronix, Inc.

     37,660  
         


            724,920  


Energy Equipment and Services — 1.7%         
7,888   

B.J. Svcs. Co.

     289,253  
5,815   

Baker Hughes, Inc.

     353,436  
9,595   

Halliburton Co.

     594,506  
3,160   

Nabors Inds., Inc.*

     239,370  
3,000   

National-Oilwell Varco, Inc.*

     188,100  
3,207   

Noble Corp.

     226,222  
2,114   

Rowan Cos., Inc.

     75,343  
10,779   

Schlumberger Ltd.

     1,047,180  
6,670   

Transocean, Inc.*

     464,832  
5,600   

Weatherford Int’l. Ltd.*

     202,720  
         


            3,680,962  


Food and Staples Retailing — 2.4%         
6,087   

Albertson’s, Inc.

     129,957  
7,957   

Costco Wholesale Corp.

     393,633  
17,192   

CVS Corp.

     454,213  
16,796   

Kroger Co.*

     317,108  
7,770   

Safeway, Inc.

     183,838  
2,000   

Supervalu, Inc.

     64,960  
10,594   

Sysco Corp.

     328,944  
53,782   

Wal-Mart Stores, Inc.

     2,516,998  
18,480   

Walgreen Co.

     817,925  
         


            5,207,576  


 


See notes to financial statements.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    25


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
Food Products — 1.1%         
11,388   

Archer-Daniels-Midland Co.

   $ 280,828  
7,064   

Campbell Soup Co.

     210,295  
8,985   

ConAgra Foods, Inc.

     182,216  
6,325   

General Mills, Inc.

     311,949  
5,712   

H.J. Heinz Co.

     192,609  
5,575   

Hershey Co. (The)

     308,019  
6,792   

Kellogg Co.

     293,550  
2,128   

McCormick & Co., Inc.

     65,798  
12,896   

Sara Lee Corp.

     243,734  
4,500   

Tyson Foods, Inc. — Class A

     76,950  
4,322   

W.M. Wrigley Jr. Co.

     287,370  
         


            2,453,318  


Gas Utilities — 0.0%         
938   

NICOR, Inc.

     36,873  
605   

Peoples Energy Corp.

     21,217  
         


            58,090  


Health Care Equipment and Supplies — 2.1%         
806   

Bausch & Lomb, Inc.

     54,727  
12,386   

Baxter Int’l., Inc.

     466,333  
4,439   

Becton Dickinson & Co., Inc.

     266,695  
3,938   

Biomet, Inc.

     144,013  
15,375   

Boston Scientific Corp.*

     376,534  
1,891   

C.R. Bard, Inc.

     124,655  
1,900   

Fisher Scientific Int’l., Inc.*

     117,534  
6,515   

Guidant Corp.

     421,846  
2,597   

Hospira, Inc.*

     111,100  
22,240   

Medtronic, Inc.

     1,280,357  
723   

Millipore Corp.*

     47,747  
1,870   

PerkinElmer, Inc.

     44,057  
6,290   

St. Jude Medical, Inc.*

     315,758  
8,212   

Stryker Corp.

     364,859  
2,490   

Thermo Electron Corp.*

     75,024  
1,962   

Waters Corp.*

     74,163  
4,170   

Zimmer Hldgs., Inc.*

     281,225  
         


            4,566,627  


Health Care Providers and Services — 3.0%         
5,246   

Aetna, Inc.

     494,750  
4,226   

AmerisourceBergen Corp.

     174,956  
7,468   

Cardinal Health, Inc.

     513,425  
8,800   

Caremark Rx, Inc.*

     455,752  
2,296   

Cigna Corp.

     256,463  
3,150   

Coventry Health Care, Inc.*

     179,424  
3,538   

Express Scripts, Inc.*

     296,484  
8,330   

HCA, Inc.

     420,665  
4,134   

Health Management Assoc., Inc. — Class A

     90,783  
3,135   

Humana, Inc.*

     170,325  
4,244   

IMS Health, Inc.

     105,760  
2,400   

Laboratory Corp. of America Hldgs.*

     129,240  
1,471   

Manor Care, Inc.

     58,502  
5,159   

McKesson Corp.

     266,153  
6,534   

Medco Health Solutions, Inc.*

     364,597  
2,100   

Patterson Cos., Inc.*

     70,140  
3,696   

Quest Diagnostics, Inc.

     190,270  
7,310   

Tenet Healthcare Corp.*

     55,995  
23,300   

UnitedHealth Group, Inc.

     1,447,862  
11,306   

WellPoint, Inc.*

     902,106  
         


            6,643,652  


Hotels, Restaurants and Leisure — 1.5%         
10,827   

Carnival Corp.

     578,920  
2,562   

Darden Restaurants, Inc.

     99,610  
Shares         Value  
               
3,771   

Harrah’s Entertainment, Inc.

   $ 268,835  
5,624   

Hilton Hotels Corp.

     135,595  
5,884   

Int’l. Game Technology

     181,109  
3,616   

Marriott Int’l., Inc. — Class A

     242,163  
21,961   

McDonald’s Corp.

     740,525  
13,164   

Starbucks Corp.*

     395,052  
4,298   

Starwood Hotels & Resorts Worldwide, Inc.

     274,470  
1,730   

Wendy’s Int’l., Inc.

     95,600  
5,173   

Yum! Brands, Inc.

     242,510  
         


            3,254,389  


Household Durables — 0.7%         
1,205   

Black & Decker Corp.

     104,787  
2,442   

Centex Corp.

     174,578  
5,000   

D.R. Horton, Inc.

     178,650  
2,245   

Fortune Brands, Inc.

     175,155  
1,490   

KB Home

     108,263  
2,928   

Leggett & Platt, Inc.

     67,227  
1,900   

Lennar Corp. — Class A

     115,938  
1,166   

Maytag Corp.

     21,944  
5,096   

Newell Rubbermaid, Inc.

     121,183  
4,860   

Pulte Homes, Inc.

     191,290  
873   

Snap-On, Inc.

     32,790  
1,281   

Stanley Works

     61,539  
1,020   

Whirlpool Corp.

     85,435  
         


            1,438,779  


Household Products — 2.2%         
3,445   

Clorox Co.

     195,986  
9,118   

Colgate-Palmolive Co.

     500,122  
8,429   

Kimberly-Clark Corp.

     502,790  
63,162   

Procter & Gamble Co.

     3,655,817  
         


            4,854,715  


Independent Power Producers and Energy Traders — 0.6%  
13,081   

AES Corp.*

     207,072  
3,844   

Constellation Energy Group, Inc.

     221,414  
16,879   

Duke Energy Corp.

     463,329  
5,523   

Dynegy, Inc. — Class A*

     26,731  
8,760   

TXU Corp.

     439,665  
         


            1,358,211  


Industrial Conglomerates — 4.2%         
13,794   

3M Co.

     1,069,035  
196,351   

General Electric Co.

     6,882,102  
2,366   

Textron, Inc.

     182,135  
38,378   

Tyco Int’l. Ltd.

     1,107,589  
         


            9,240,861  


Information Technology Services — 1.0%         
2,300   

Affiliated Computer Svcs., Inc. — Class A*

     136,114  
9,913   

Automatic Data Processing, Inc.

     454,908  
3,266   

Computer Sciences Corp.*

     165,390  
2,590   

Convergys Corp.*

     41,052  
8,214   

Electronic Data Systems Corp.

     197,465  
15,929   

First Data Corp.

     685,106  
3,775   

Fiserv, Inc.*

     163,344  
7,597   

Paychex, Inc.

     289,598  
2,167   

Sabre Hldgs. Corp. — Class A

     52,246  
4,833   

Unisys Corp.*

     28,176  
         


            2,213,399  


Insurance — 4.7%         
6,224   

ACE Ltd.

     332,610  
8,897   

AFLAC, Inc.

     412,999  

 


See notes to financial statements.

 

26   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
11,699   

Allstate Corp.

   $ 632,565  
2,084   

Ambac Financial Group, Inc.

     160,593  
48,603   

American Int’l. Group, Inc.

     3,316,183  
5,608   

Aon Corp.

     201,608  
3,268   

Chubb Corp.

     319,120  
4,875   

Cincinnati Financial Corp.

     217,815  
6,000   

Genworth Financial, Inc. — Class A

     207,480  
5,690   

Hartford Financial Svcs. Group, Inc.

     488,714  
4,110   

Jefferson-Pilot Corp.

     233,982  
2,755   

Lincoln Nat’l. Corp.

     146,098  
3,221   

Loews Corp.

     305,512  
9,751   

Marsh & McLennan Cos., Inc.

     309,692  
2,700   

MBIA, Inc.

     162,432  
13,572   

MetLife, Inc.

     665,028  
3,556   

Progressive Corp.

     415,270  
9,477   

Prudential Financial, Inc.

     693,622  
2,047   

SAFECO Corp.

     115,655  
12,298   

St. Paul Travelers Cos., Inc.

     549,352  
1,782   

Torchmark Corp.

     99,079  
9,310   

UnumProvident Corp.

     211,802  
2,356   

XL Capital Ltd. — Class A

     158,747  
         


            10,355,958  


Internet and Catalog Retail — 0.5%         
5,800   

Amazon.com, Inc*

     273,470  
20,334   

eBay, Inc.*

     879,446  
         


            1,152,916  


Internet Software and Services — 0.4%         
24,076   

Yahoo! Inc.*

     943,298  


Leisure Equipment and Products — 0.1%         
1,348   

Brunswick Corp.

     54,810  
4,363   

Eastman Kodak Co.

     102,094  
2,589   

Hasbro, Inc.

     52,246  
6,533   

Mattel, Inc.

     103,352  
         


            312,502  


Machinery — 1.5%         
12,694   

Caterpillar, Inc.

     733,332  
618   

Cummins, Inc.

     55,453  
5,066   

Danaher Corp.

     282,582  
3,966   

Deere & Co.

     270,124  
7,032   

Dover Corp.

     284,726  
2,646   

Eaton Corp.

     177,520  
5,704   

Illinois Tool Works, Inc.

     501,895  
5,794   

Ingersoll-Rand Co. Ltd. — Class A

     233,904  
2,371   

ITT Inds., Inc.

     243,786  
1,251   

Navistar Int’l. Corp.*

     35,804  
3,049   

PACCAR, Inc.

     211,082  
2,232   

Pall Corp.

     59,952  
1,765   

Parker-Hannifin Corp.

     116,419  
         


            3,206,579  


Media — 3.2%         
1,244   

CCE Spinco, Inc.*

     16,296  
9,954   

Clear Channel Comm., Inc.

     313,053  
39,788   

Comcast Corp. — Class A*

     1,032,897  
1,257   

Dow Jones & Co., Inc.

     44,611  
5,313   

Gannett Co., Inc.

     321,808  
7,803   

Interpublic Group Cos., Inc.*

     75,299  
1,544   

Knight-Ridder, Inc.

     97,735  
6,524   

McGraw-Hill Cos., Inc.

     336,834  
742   

Meredith Corp.

     38,836  
3,273   

New York Times Co. — Class A

     86,571  
44,800   

News Corp. — Class A

     696,640  
Shares         Value  
               
3,111   

Omnicom Group, Inc.

   $ 264,839  
80,524   

Time Warner, Inc.

     1,404,339  
6,418   

Tribune Co.

     194,209  
5,466   

Univision Comm., Inc. — Class A*

     160,646  
31,475   

Viacom, Inc. — Class B*

     1,026,085  
37,816   

Walt Disney Co.

     906,450  
         


            7,017,148  


Metals and Mining — 0.8%         
16,825   

Alcoa, Inc.

     497,515  
1,206   

Allegheny Technologies, Inc.

     43,512  
3,191   

Freeport-McMoran Copper & Gold, Inc. —Class B

     171,676  
8,404   

Newmont Mining Corp.

     448,774  
2,961   

Nucor Corp.

     197,558  
1,548   

Phelps Dodge Corp.

     222,711  
2,788   

United States Steel Corp.

     134,019  
         


            1,715,765  


Multiline Retail — 1.1%         
1,734   

Big Lots, Inc.*

     20,825  
1,262   

Dillards, Inc. — Class A

     31,323  
6,584   

Dollar General Corp.

     125,557  
2,592   

Family Dollar Stores, Inc.

     64,256  
4,697   

Federated Department Stores, Inc.

     311,552  
5,398   

J.C. Penney Co., Inc.

     300,129  
5,713   

Kohl’s Corp.*

     277,652  
4,040   

Nordstrom, Inc.

     151,096  
1,811   

Sears Hldgs. Corp.*

     209,225  
17,546   

Target Corp.

     964,503  
         


            2,456,118  


Multi–Utilities — 1.1%         
2,715   

Ameren Corp.

     139,117  
4,548   

CenterPoint Energy, Inc.

     58,442  
7,452   

CMS Energy Corp.*

     108,129  
3,764   

Consolidated Edison, Inc.

     174,386  
6,657   

Dominion Resources, Inc.

     513,920  
4,105   

DTE Energy Co.

     177,295  
4,794   

KeySpan Corp.

     171,098  
4,793   

NiSource, Inc.

     99,982  
6,780   

PG&E Corp.

     251,674  
5,184   

Public Svc. Enterprise Group, Inc.

     336,804  
3,894   

Sempra Energy

     174,607  
2,588   

TECO Energy, Inc.

     44,462  
5,953   

Xcel Energy, Inc.

     109,892  
         


            2,359,808  


Office Electronics — 0.1%         
20,891   

Xerox Corp.*

     306,053  


Oil, Gas and Consumable Fuels — 7.4%         
1,807   

Amerada Hess Corp.

     229,164  
4,593   

Anadarko Petroleum Corp.

     435,187  
5,496   

Apache Corp.

     376,586  
6,900   

Burlington Resources, Inc.

     594,780  
42,819   

Chevron Corp.

     2,430,835  
26,558   

ConocoPhillips

     1,545,144  
8,698   

Devon Energy Corp.

     543,973  
10,590   

El Paso Corp.

     128,774  
4,845   

EOG Resources, Inc.

     355,478  
117,802   

Exxon Mobil Corp.

     6,616,938  
3,023   

Kerr-McGee Corp.

     274,670  
2,245   

Kinder Morgan, Inc.

     206,428  
6,748   

Marathon Oil Corp.

     411,426  
3,000   

Murphy Oil Corp.

     161,970  

 


See notes to financial statements.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    27


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
               
7,729   

Occidental Petroleum Corp.

   $ 617,392  
2,532   

Sunoco, Inc.

     198,458  
11,200   

Valero Energy Corp.

     577,920  
10,715   

Williams Cos., Inc.

     248,266  
6,133   

XTO Energy, Inc.

     269,484  
         


            16,222,873  


Paper and Forest Products — 0.3%         
8,205   

Int’l. Paper Co.

     275,770  
1,564   

Louisiana-Pacific Corp.

     42,963  
2,990   

MeadWestvaco Corp.

     83,810  
5,010   

Weyerhaeuser Co.

     332,363  
         


            734,906  


Personal Products — 0.1%         
1,303   

Alberto-Culver Co.

     59,612  
7,896   

Avon Products, Inc.

     225,431  
         


            285,043  


Pharmaceuticals — 6.2%         
28,789   

Abbott Laboratories

     1,135,150  
2,263   

Allergan, Inc.

     244,314  
33,837   

Bristol-Myers Squibb Corp.

     777,574  
20,739   

Eli Lilly & Co.

     1,173,620  
7,079   

Forest Laboratories, Inc.*

     287,974  
60,954   

Johnson & Johnson

     3,663,335  
3,645   

King Pharmaceuticals, Inc.*

     61,673  
41,058   

Merck & Co., Inc.

     1,306,055  
4,500   

Mylan Laboratories, Inc.

     89,820  
139,503   

Pfizer, Inc.

     3,253,210  
25,720   

Schering-Plough Corp.

     536,262  
1,956   

Watson Pharmaceuticals, Inc.*

     63,590  
23,669   

Wyeth

     1,090,431  
         


            13,683,008  


Real Estate — 0.8%         
3,463   

Apartment Investment &
Management Co. — Class A

     131,144  
3,300   

Archstone-Smith Trust

     138,237  
8,963   

Equity Office Pptys. Trust

     271,848  
5,321   

Equity Residential

     208,158  
3,362   

Plum Creek Timber Co., Inc.

     121,200  
5,292   

ProLogis

     247,242  
1,500   

Public Storage, Inc.

     101,580  
4,402   

Simon Ppty. Group, Inc.

     337,325  
1,600   

Vornado Realty Trust

     133,552  
         


            1,690,286  


Road and Rail — 0.7%         
6,461   

Burlington Northern Santa Fe

     457,568  
4,484   

CSX Corp.

     227,653  
6,829   

Norfolk Southern Corp.

     306,144  
5,442   

Union Pacific Corp.

     438,135  
         


            1,429,500  


Semiconductors and Semiconductor Equipment — 3.1%  
7,502   

Advanced Micro Devices, Inc.*

     229,561  
6,790   

Altera Corp.*

     125,819  
6,027   

Analog Devices, Inc.

     216,189  
29,509   

Applied Materials, Inc.

     529,391  
4,503   

Applied Micro Circuits Corp.*

     11,573  
5,096   

Broadcom Corp. — Class A*

     240,276  
8,971   

Freescale Semiconductor, Inc. — Class B*

     225,800  
112,153   

Intel Corp.

     2,799,339  
3,328   

KLA-Tencor Corp.

     164,170  
5,347   

Linear Technology Corp.

     192,866  
Shares         Value  
               
9,161   

LSI Logic Corp.*

   $ 73,288  
5,529   

Maxim Integrated Products, Inc.

     200,371  
10,828   

Micron Technology, Inc.*

     144,121  
6,658   

National Semiconductor Corp.

     172,975  
2,370   

Novellus Systems, Inc.*

     57,164  
3,287   

NVIDIA Corp.*

     120,173  
3,328   

PMC-Sierra, Inc.*

     25,659  
3,377   

Teradyne, Inc.*

     49,203  
31,480   

Texas Instruments, Inc.

     1,009,564  
5,730   

Xilinx, Inc.

     144,453  
         


            6,731,955  


Software — 3.6%         
9,354   

Adobe Systems, Inc.

     345,724  
4,116   

Autodesk, Inc.

     176,782  
3,606   

BMC Software, Inc.*

     73,887  
2,616   

Citrix Systems, Inc.*

     75,288  
9,555   

Computer Associates Int’l., Inc.

     269,355  
5,622   

Compuware Corp.*

     50,429  
6,400   

Electronic Arts, Inc.*

     334,784  
3,165   

Intuit, Inc.*

     168,695  
3,257   

Mercury Interactive Corp.*

     90,512  
186,465   

Microsoft Corp.

     4,876,060  
7,029   

Novell, Inc.*

     62,066  
75,811   

Oracle Corp.*

     925,652  
3,906   

Parametric Technology Corp.*

     23,827  
9,147   

Siebel Systems, Inc.

     96,775  
21,273   

Symantec Corp.*

     372,278  
         


            7,942,114  


Specialty Retail — 2.2%         
4,700   

AutoNation, Inc.*

     102,131  
1,474   

AutoZone, Inc.*

     135,239  
5,064   

Bed, Bath & Beyond, Inc.*

     183,064  
8,740   

Best Buy Co., Inc.

     380,015  
3,140   

Circuit City Stores, Inc.

     70,933  
40,030   

Home Depot, Inc.

     1,620,414  
9,195   

Limited Brands

     205,508  
15,184   

Lowe’s Cos., Inc.

     1,012,165  
6,624   

Office Depot, Inc.*

     207,994  
2,141   

OfficeMax, Inc.

     54,296  
2,565   

RadioShack Corp.

     53,942  
2,251   

Sherwin-Williams Co.

     102,240  
11,790   

Staples, Inc.

     267,751  
14,914   

The Gap, Inc.

     263,083  
2,179   

Tiffany & Co.

     83,434  
8,072   

TJX Cos., Inc.

     187,513  
         


            4,929,722  


Textiles, Apparel and Luxury Goods — 0.4%         
6,400   

Coach, Inc.*

     213,376  
1,927   

Jones Apparel Group, Inc.

     59,198  
1,595   

Liz Claiborne, Inc.

     57,133  
4,408   

NIKE, Inc. — Class B

     382,570  
893   

Reebok Int’l. Ltd.

     51,999  
1,636   

V.F. Corp.

     90,536  
         


            854,812  


Thrifts and Mortgage Finance — 1.6%         
10,510   

Countrywide Financial Corp.

     359,337  
13,087   

Federal Home Loan Mortgage Corp.

     855,235  
17,913   

Federal National Mortgage Assn.

     874,334  
5,106   

Golden West Financial Corp.

     336,996  
1,536   

MGIC Investment Corp.

     101,100  
9,300   

Sovereign Bancorp, Inc.

     201,066  
18,321   

Washington Mutual, Inc.

     796,963  
         


            3,525,031  


 


See notes to financial statements.

 

28   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares         Value  
                 
  Tobacco — 1.5%         
  38,695   

Altria Group, Inc.

   $ 2,891,290  
  2,339   

Reynolds American, Inc.

     222,977  
  2,531   

UST, Inc.

     103,341  
           


              3,217,608  



  Trading Companies and Distributors — 0.1%         
  2,192   

W.W. Grainger, Inc.

     155,851  



  Wireless Telecommunication Services — 0.8%         
  6,702   

ALLTEL Corp.

     422,896  
  54,817   

Sprint Nextel Corp.

     1,280,525  
           


              1,703,421  



      

Total Common Stocks
(Cost $183,096,630)

     213,324,780  



                 
Principal
Amount
        Value  
  U.S. Government Securities — 0.2%  
  U.S. Treasury Bills — 0.2%         
      

U.S. Treasury Bills

        
$ 350,000   

3.808% due 3/16/2006 (1)

   $ 347,260  
  100,000   

3.87% due 3/2/2006 (1)

     99,355  



      

Total U.S. Government Securities
(Cost $446,615)

     446,615  



                 
  Repurchase Agreement — 2.5%  
$ 5,430,000   

State Street Bank and Trust Co.

repurchase agreement,

dated 12/30/2005, maturity

value of $5,432,486 at

4.12%, due 1/3/2006 (2)

(Cost $5,430,000)

   $ 5,430,000  



 
 
Total Investments — 99.9%

(Cost $188,973,245)
     219,201,395  
 
 
Cash, Receivables, and Other Assets

Less Liabilities — 0.1%
     327,284  



  Net Assets — 100%    $ 219,528,679  



 

*   Non-income producing security.
(1)   The U.S. Treasury Bill is segregated as collateral to cover margin requirements on open futures contracts.
(2)   The repurchase agreement is fully collateralized by $5,515,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $5,542,575.

 

Contracts    Description    Expiration    Unrealized
Depreciation
Purchased Futures Contracts       
17   

S & P 500 Index

   3/2006    $         (47,898)

 


See notes to financial statements.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    29


n   The Guardian VC 500 Index Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

        

Investments, at market (cost $188,973,245)

   $ 219,201,395  

Cash

     55,744  

Dividends receivable

     282,774  

Receivable for fund shares sold

     157,097  

Interest receivable

     1,243  

Other assets

     4,807  
    


Total Assets

     219,703,060  
    


LIABILITIES

        

Accrued expenses

     56,394  

Payable for fund shares redeemed

     48,447  

Payable for variation margin

     22,525  

Due to GIS

     47,015  
    


Total Liabilities

     174,381  
    


Net Assets

   $ 219,528,679  
    


COMPONENTS OF NET ASSETS

        

Capital stock, at par

   $ 24,065  

Additional paid-in capital

     321,528,134  

Undistributed net investment income

     98,844  

Accumulated net realized loss on investments and futures contracts

     (132,302,616 )

Net unrealized appreciation of investments and
futures contracts

     30,180,252  
    


Net Assets

   $ 219,528,679  
    


Shares Outstanding — $0.001 Par Value

     24,065,361  

Net Asset Value Per Share

     $9.12  

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Dividends

   $ 3,736,054  

Interest

     150,570  
    


Total Income

     3,886,624  
    


Expenses:

        

Investment advisory fees — Note B

     513,390  

Custodian fees

     116,389  

Printing expense

     43,614  

Audit fees

     23,675  

Directors’ fees — Note B

     20,965  

Registration fees

     20,298  

Other

     26,092  
    


Total Expenses before reimbursement

     764,423  

Less: Expenses assumed by investment
adviser — Note B

     (189,427 )
    


Net Expenses

     574,996  
    


Net Investment Income

     3,311,628  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — NOTE C

        

Net realized loss on investments — Note A

     (41,968 )

Net realized gain on futures

     188,454  

Net change in unrealized appreciation
of investments — Note C

     6,251,445  

Net change in unrealized appreciation
of futures contracts

     (133,919 )
    


Net Realized and Unrealized Gain
on Investments

     6,264,012  
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 9,575,640  
    


 


See notes to financial statements.

 

30   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 3,311,628        $ 3,209,237  

Net realized gain on investments and futures contracts

       146,486          645,522  

Net change in unrealized appreciation of investments and futures contracts

       6,117,526          15,113,384  
      


    


Net Increase in Net Assets Resulting from Operations

       9,575,640          18,968,143  
      


    


Dividends to Shareholders from:

                     

Net investment income

       (3,289,364 )        (3,093,475 )
      


    


From Capital Share Transactions:

                     

Net increase in net assets from capital share transactions — Note E

       10,424,376          16,118,416  
      


    


Net Increase in Net Assets

       16,710,652          31,993,084  

NET ASSETS:

                     

Beginning of year

       202,818,027          170,824,943  
      


    


End of year*

     $ 219,528,679        $ 202,818,027  
      


    


*  Includes undistributed net investment income of:

     $ 98,844        $ 98,026  

 


See notes to financial statements.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    31


n   The Guardian VC 500 Index Fund

 

Financial Highlights

 

Selected data for a share of beneficial interest outstanding throughout the periods indicated:

 

    Year Ended December 31,

 
    2005     2004     2003     2002     2001  

Net asset value, beginning of year

  $8.86     $8.14     $6.44     $8.47     $9.72  


Income from investment operations:

                             

Net investment income

  0.14     0.14     0.11     0.14     0.09  

Net realized and unrealized gain/(loss) on investments

  0.26     0.72     1.70     (2.03 )   (1.25 )


Net increase/(decrease) from investment operations

  0.40     0.86     1.81     (1.89 )   (1.16 )


Dividends and distributions to shareholders from:

                             

Net investment income

  (0.14 )   (0.14 )   (0.11 )   (0.14 )   (0.09 )

Net realized gain on investments

                  (0.00 )(a)


Total dividends and distributions

  (0.14 )   (0.14 )   (0.11 )   (0.14 )   (0.09 )


Net asset value, end of year

  $9.12     $8.86     $8.14     $6.44     $8.47  


Total return*

  4.54 %   10.59 %   28.25 %   (22.42 )%   (11.92 )%


Ratios/supplemental data:

                             

Net assets, end of year (000’s omitted)

  $219,529     $202,818     $170,825     $127,984     $366,544  

Ratio of expenses to average net assets

  0.28 %   0.28 %   0.28 %   0.28  %   0.28  

Ratio of expenses, excluding waivers, to average net assets

  0.37 %   0.36 %   0.40 %   0.34  %   0.33  %

Ratio of net investment income
to average net assets

  1.61 %   1.75 %   1.51 %   1.29  %   1.14  %

Portfolio turnover rate

  2 %   1 %   12 %   17  %   1  %


 

*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
       Inclusion of such charges would reduce the total returns for all periods shown.
(a)   Rounds to less than $0.01.

 


See notes to financial statements.

 

32   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian VC 500 Index Fund (the Fund or GVC500F) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

Shares of GVC500F are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Securities listed on national securities exchanges are valued at the last sale price on such exchanges, or if no sale occurred, at the mean of the closing bid and asked prices. Securities that are traded on the NASDAQ National Securities Market are valued at the NASDAQ Official Closing Price.

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D). Short-term debt securities with maturities of 60 days or less are valued on an amortized cost basis which approximates market value.

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily. Dividend income is recorded on the ex-dividend date.

 

Foreign Currency Translation

 

GVC500F is permitted to buy international securities that are not U.S. dollar denominated. GVC500F’s books and records are maintained in U.S. dollars as follows:

 

(1)  The foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into U.S. dollars at the current rate of exchange.

 

(2)  Security purchases and sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

The resulting gains and losses are included in the Statement of Operations as follows:

 

Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Realized foreign exchange gains and losses, which result from changes in foreign exchange rates between the date on which GVC500F earns dividends and interest or pays foreign withholding taxes or other expenses and the date on which U.S. dollar equivalent amounts are actually received or paid, are included in net realized gains or losses on foreign currency related transactions. Realized foreign

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    33


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

exchange gains and losses which result from changes in foreign exchange rates between the trade and settlement dates on security and currency transactions are also included in net realized gains and losses on foreign currency related transactions. Net currency gains and losses from valuing other assets and liabilities denominated in foreign currency at the period end exchange rate are reflected in net change in unrealized appreciation or depreciation from translation of other assets and liabilities denominated in foreign currencies.

 

Forward Foreign Currency Contracts

 

GVC500F may enter into forward foreign currency contracts in connection with planned purchases or sales of securities, or to hedge against changes in currency exchange rates affecting the values of its investments that are denominated in a particular currency. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Fluctuations in the value of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by GVC500F. When forward contracts are closed, GVC500F will record realized gains or losses equal to the difference between the values of such forward contracts at the time each was opened and the values at the time each was closed. Such amounts are recorded in net realized gains or losses on foreign currency related transactions. GVC500F will not enter into a forward foreign currency contract if such contract would obligate it to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency.

 

Futures Contracts

 

GVC500F may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GVC500F is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GVC500F each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GVC500F. The daily changes in the variation margin are recognized as unrealized gains or losses by GVC500F. GVC500F’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GVC500F may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates, securities prices or prices of futures contracts move unexpectedly, GVC500F may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GVC500F. Net realized short-term and long-term capital gains for GVC500F will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GVC500F at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


2005

   $ 3,289,364

2004

     3,093,475

 

As of December 31, 2005, the components of accumulated losses on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Capital Loss
Carryforward


    Unrealized
Appreciation


$ 98,844   $ (127,360,502 )   $ 25,238,138

 

Taxes

 

GVC500F has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income (including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 


 

34   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

As of December 31, 2005, for federal income tax purposes, the Fund had capital losses carryforward as follows:

 

    Capital Loss
Carryforward


    Expiration
Date


    $ (598,814 )   2009
      (114,272,919 )   2010
      (11,938,809 )   2011
      (549,960 )   2013
   


   
Total   $ (127,360,502 )    
   


   

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains, and the recharacterization of foreign exchange gains or losses to either ordinary income or realized capital gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

During the year ended December 31, 2005, the Fund reclassified amounts to paid-in capital from undistributed net investment income and accumulated net realized loss on investments and futures contracts. Increases/(decreases) to the various capital accounts were as follows:

 

Paid-In
capital


  Undistributed
Net Investment
Income


    Accumulated
Net Realized
Loss on
Investments
and Futures
Contracts


$   $ (21,446 )   $ 21,446

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 0.25% of the average daily net assets of the Fund. GIS voluntarily assumes a portion of the ordinary operating expenses (excluding interest expense associated with securities lending) that exceeds 0.28% of the average daily net assets of GVC500F. GIS subsidized 0.09% of the ordinary operating expenses of GVC500F or $189,427 for the year ended December 31, 2005.

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $15,542,414 and $4,119,960, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, excluding foreign currency and futures at December 31, 2005 aggregated $50,161,386 and $24,923,248, respectively, resulting in net unrealized appreciation of $25,238,138. The cost of investments owned at December 31, 2005 for federal income tax purposes was $193,963,257.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GVC500F will 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, GVC500F maintains the right to sell the collateral and may claim any resulting loss against the seller.


 

THE GUARDIAN VC ASSET ALLOCATION FUND    35


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Note E.   Transactions in Capital Stock

 

There are 200,000,000 shares of $0.001 par value capital stock authorized for GVC500F. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     2,675,528        3,689,980        $ 23,714,164        $ 30,818,819  

Shares issued in reinvestment of dividends

     364,352        302,239          3,289,364          2,624,877  

Shares repurchased

     (1,878,337 )      (2,077,724 )        (16,579,152 )        (17,325,280 )


Net increase

     1,161,543        1,914,495        $ 10,424,376        $ 16,118,416  


 

Note F.   Line of Credit

 

A $100,000,000 line of credit available to GVC500F and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year ended December 31, 2005, none of the funds borrowed against this line of credit.

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note G.   Management Information (Unaudited)

 

The directors and officers of GVC500F are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and

Year of Birth

 

Position

With

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Interested Directors*

                   
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.
Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.

 

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

 


 

36   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Dennis J. Manning
81 Graenest Ridge Road
Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life subsidiaries.

Disinterested Directors

                   
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust (9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.
Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    37


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

William N. Goetzmann, Ph.D.
(1956)
  Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.
Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H
New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

38   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios (20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.
Robert G. Smith, Ph.D.
132 East 72nd Street, Apt. #1
New York, New York
10021
(1932)
  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    39


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice President and Secretary   Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since 1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25
Richard A. Cumiskey
(1960)
  Chief Compliance Officer   Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing Director   Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager - Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager - Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23
Jonathan C. Jankus
(1947)
  Managing Director   Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

40   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Stewart M. Johnson
(1952)
  Senior Director   Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20
Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Frank L. Pepe
(1942)
  Vice President and Treasurer   Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25
Richard T. Potter, Jr.
(1954)
  Vice President and Counsel   Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing Director   Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

THE GUARDIAN VC ASSET ALLOCATION FUND    41


n   The Guardian VC 500 Index Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

42   THE GUARDIAN VC ASSET ALLOCATION FUND


n   The Guardian VC 500 Index Fund

 

Report of Ernst & Young LLP

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and Shareholders of The Guardian VC 500 Index Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian VC 500 Index Fund (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian VC 500 Index Fund, a series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

THE GUARDIAN VC ASSET ALLOCATION FUND    43


n   The Guardian VC High Yield Bond Fund

 

Annual Report
To Contractowners


 

LOGO

Leslie Barbi, Portfolio Manager

 

Objective:

Seeks current income. Capital appreciation is a secondary objective

 

Portfolio:

At least 80% is invested in corporate bonds and other debt securities that, at the time of purchase, are rated below investment grade or are unrated

 

Inception Date:

September 13, 1999

 

Net Assets at December 31, 2005:

$63,890,110

 


 

An Update from Fund Management

 

The Fund had a total return of 3.30% for the year ended December 31, 2005, while the Fund’s benchmark, the Lehman Brothers Corporate High Yield Bond Index, returned 2.74% in 2005.

 

Market Overview

 

During 2005, the economy grew at a very solid pace, as a robust housing market and job growth continued to support consumption. The first three quarters of 2005 exhibited an above-trend GDP growth rate of 3.8% and economists expect the fourth quarter of 2005 to come in at 3.2%. Coming into 2005, market observers had expected increased investment by the business sector to replace consumer spending as the economy’s growth engine. This did not materialize. In fact, consumers increased their role in the economy as the boom in the housing sector enabled many to increase their spending by tapping into their homes’ increased value through mortgage refinancings and cash takeouts. The damage caused by Hurricanes Katrina and Rita devastated specific regions and regional economies, but it did not appear to have inflicted lasting damage on the overall national economy. Employment continued to grow at a strong pace and the unemployment rate dropped to 4.9% by the end of 2005 relative to a pre-hurricane peak of 5.4% earlier in the year.

 

Good demand plus high energy prices and rising input costs caused some inflation concerns at different points in the year, which kept the Federal Reserve Board (the “Fed”) on the tightening path raising the target Fed Funds target rate by 0.25% at every Federal Open Market Committee’s (FOMC) meeting, for a cumulative increase in 2005 of two full percentage points to end the year at 4.25%. The Fed hikes, plus fairly stable longer term rates, which Federal Reserve Chairman Greenspan labeled a “conundrum” early in the year, led to a much flatter Treasury yield curve. At year end, the two-year Treasury yield of 4.41% was just above the yield on the 10-year Treasury yield of 4.39% so the curve was slightly “inverted.” Flat and inverted yield curves generally put pressure on spread product and riskier asset classes since they reduce investment incentives relative to short term “risk-free” rates, and they more typically occur in advance of economic slowdowns. The current flat yield curve is not necessarily seen as an economic forecast this time around. The more stable yields in the long end of the Treasury curve were attributed to strong buying by overseas central banks and investors as countries such as China needed to reinvest a good portion of their trade surpluses into U.S. securities. In addition, longer maturity securities also lost much of their risk premium as investors recognized the Fed’s vigilance and success in battling inflation and as a result, required lower yield premiums in light of the reduced risk of a major inflation episode. Energy costs for oil, gasoline and natural gas stayed at high levels but thus far have not resulted in broadly higher product prices.

 

In terms of high yield market conditions, spreads began the year at tight levels, credit quality remained strong, but risks increased. Yield spreads began 2005 at levels that were tight on a

 


About information in this report:

 

  It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested. Investing in bond funds exposes you to the general risk of investing in the debt markets. Duration is a measure of bond price sensitivity to a given change in interest rates. Generally, the higher a bond’s duration, the greater its price sensitivity to a given change in interest rates. Bond funds are subject to interest rate risk. When interest rates rise, bond prices generally fall, and when interest rates fall, bond prices generally rise. Currently, interest rates are at 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. Investing in high yield bonds involves special risks because investments in lower rated and unrated debt securities are subject to greater loss of principal and interest than higher rated securities.

 

  The Lehman Brothers Corporate High Yield Index is generally considered to be representative of corporate high yield bond market activity. Index returns are provided for comparative purposes. Please note that the index is unmanaged and not available for direct investment and its returns do not reflect the fees and expenses that have been deducted from the Fund.

 

THE GUARDIAN VC HIGH YIELD BOND FUND    1


n   The Guardian VC High Yield Bond Fund

 

Annual Report
To Contractowners


 

historical basis, with the OAS (option-adjusted spread) on the Lehman Brothers Corporate High Yield Index ending 2004, at just a 2.88% over Treasuries. These levels were somewhat justified after an extended period of deleveraging and liquidity improvement, but also reflected many investors’ “search for yield” in a generally low yield and tight spread environment. During 2005, credit quality remained fairly strong, however, companies shifted focus from debt reduction and liquidity enhancement to more shareholder-friendly and private equity investor-friendly moves, such as share buybacks, dividend deals, and merger and acquisition transactions. Additionally, the deterioration in the automotive sector impacted the high yield market. This led to some general risk aversion and fears that a “financial accident” was brewing as some players in structured credit took big hits as Ford and GM bonds fell substantially and simultaneously. Meanwhile, a bid for GM stock from Kirk Kerkorian particularly hurt some capital arbitrage players who lost on both sides of their long GM bonds and short GM stock trades. The pending large “fallen angel” supply and heightened risk aversion sent the spreads on the high yield market 1.67% wider from mid-March to mid-May. While the high yield market rebound started in mid-May, autos again roiled the markets in the fall as Delphi filed for bankruptcy on October 8th, which along with energy impacts from Hurricane Katrina disrupted the market enough to slow high yield issuance for a number of weeks. Soaring energy prices, especially right after Hurricane Katrina, raised the specter of a slowing economy as higher energy costs would weigh on discretionary spending from consumers, and increase costs for businesses. However, that view dissipated before October was over and high yield issuance returned in force. By year end, Ford, Ford Motor Credit, General Motors, and GMAC had all entered the high yield index, at the start of 2006 representing about 12% combined and bringing the automotive total to 14.3% of the overall market.

 

Overall earnings were better than had been expected at the beginning of the year, and stocks put in a moderate performance, with the S&P 500 Index up 4.91% on the year. New issuance was about 110 billion, down from about 158 billion the year before. However, like 2004, a higher than average portion of issuance was in CCC rated area (per JP Morgan Chase, more than 15% of issuance in 2004 and 2005 was CCC or Split B rated), and a higher than average portion of issuance was done to raise money for acquisition financing (per JP Morgan Chase, 32% of issuance in 2005, the highest since 1989, versus 12.9% to 15.5% in 2001 through 2003).

 

Strategy Overview

 

The Fund invests primarily in bonds rated below investment grade. Based on its long-term investment philosophy, the Fund makes individual bond investments by considering the underlying creditworthiness of an issuer, including industry factors, as a starting point. The investment decision also incorporates valuation and relative value of individual bonds, including assessment adequacy of risk premium over Treasuries, potential price appreciation and comparison of specific bond features. We avoided holdings in credits that went bankrupt, such as Collins & Aikman, Delphi, and Calpine. While we focus on avoiding credit problems, speculative grade bonds do carry higher credit risk than investment grade rated securities, so the Fund uses portfolio diversification to limit the impact from a negative event affecting an individual issuer’s bonds, and also to avoid excessive concentrations in any one industry. The Fund held less than a dozen credits with positions of 2% or higher of the net asset value of the Fund, with a very limited number of those at 3% or higher. Similarly, most industries made up less than 5% of the investments in the Fund, with only a handful of industries at higher levels. The highest industry weighting was 11.2% in electrics as of December 31, 2005.

 

In addition to security selection, the Fund used quality bias and industry selection to drive performance. High yield spreads began 2005 at levels that were tight on a historical basis. Despite good fundamentals, our view was that credit fundamentals had likely plateaued and that a number of risk factors were on the rise: we expected the Fed to continue to tighten, and event risk was higher with issuers shifting focus to more shareholder and private equity investor-friendly moves. Given what we felt were tight valuations, meaning spreads that did not adequately compensate for what we perceived as the risks, the Fund took a defensive posture in terms of quality and industry weighting. In 2005, the Fund maintained a higher average credit quality than the general high yield market, as represented by the Lehman Brothers High Yield Index. At year end, the portfolio average quality was low BB, versus high/mid single B for the general market. This higher quality bias served the Fund well, as higher quality high yield (BB and B rated securities) outperformed Treasuries. In 2005, the Lehman High Yield Index outperformed same duration Treasuries by 0.47%. Ba and B securities outperformed by 0.4% and 1.29%, respectively and Caa and Ca-D securities underperformed by 1.35% and 3.47%, respectively NR (not rated) securities outperformed by 9.78%, but only accounted for 1.2% of the Index).

 


 

2   THE GUARDIAN VC HIGH YIELD BOND FUND


n  The Guardian VC High Yield Bond Fund

 

Annual Report
To Contractowners


 

A combination of outlook and analysis of industries and individual credits drove our industry allocation. A few highlights follow. Our relatively large weight in utilities actually was fairly defensive given our specific issuer selections and positions in the capital structure, and went hand in hand with our strategy to have lower weights in sectors where we thought the outlook was less favorable. For example, the Fund had lower than market average weightings in a number of sectors, each of which performed poorly in 2005; specifically automotive, paper and pharmaceutical, which underperformed by 13.49%, 6.99% and 3.08%, respectively. Of course, not all of our industry weightings added value to the portfolio. While we did have an overweight to wireless, which outperformed by 7.6%, we had an underweight to wirelines, which outperformed by 5.3%. We also did not have the foresight to overweight environmental, which outperformed by 6.10%.

 

The views expressed above are those of the Fund’s portfolio manager(s) as of December 31, 2005 and are subject to change without notice. They do not necessarily represent the views of Guardian Investor Services LLC. The views expressed herein are based on current market conditions and are not intended to predict or guarantee the future performance of any Fund, any individual security, any market or market segment. The composition of each Fund’s portfolio is subject to change. No recommendation is made with respect to any security discussed herein.

 

Top Ten Holdings  (As of 12/31/2005)

 

Company      Coupon        Maturity
Date
     Percentage of
Total Net Assets
 

Targeted Return Index Secs. Tr.

     7.362 %      6/15/2015      3.60 %

General Motors Acceptance Corp.

     6.750 %      12/1/2014      2.93 %

Mission Energy Hldg.

     13.500 %      7/15/2008      2.53 %

Nextel Comm., Inc.

     7.375 %      8/1/2015      2.48 %

JC Penney Co., Inc.

     7.950 %      4/1/2017      2.14 %

Sierra Pacific Resources

     8.625 %      3/15/2014      1.90 %

Allegheny Energy Supply

     7.800 %      3/15/2011      1.89 %

Williams Cos., Inc.

     7.750 %      6/15/2031      1.61 %

Federative Republic of Brazil

     9.250 %      10/22/2010      1.47 %

Equistar Chemicals LP

     10.125 %      9/1/2008      1.44 %

 

Bond Quality  (As of 12/31/2005 and 6/30/2005)

 

LOGO

 

Source: Standard and Poor’s Ratings Group

 


 

THE GUARDIAN VC HIGH YIELD BOND FUND    3


n  The Guardian VC High Yield Bond Fund

 

Annual Report
To Contractowners


 

Average Annual Total Returns  (For periods ended 12/31/2005)

 

    

1

Yr

   5
Yrs
   10
Yrs
   Since Inception
9/13/1999

The Guardian VC High Yield Bond Fund

   3.30%    6.90%       4.85%

Lehman Brothers Corporate High Yield Index

   2.74%    8.85%       6.12%

 


All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

 

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. 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. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units.

 

Growth of a Hypothetical $10,000 Investment

 

To give you a comparison, the chart below shows the performance of a hypothetical $10,000 investment made in the Fund and the Lehman Brothers Corporate High Yield Index. Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

 

LOGO

 

Fund Expenses

 

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example 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 underlying funds.

 

The example is based on an investment of $1,000 invested on July 1, 2005 and held for six months ended December 31, 2005.

 

Actual Expenses

 

The first line in the table provides information about actual account values and actual expenses. You may use the information in this row, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 


 

4   THE GUARDIAN VC HIGH YIELD BOND FUND


n   The Guardian VC High Yield Bond Fund

 

Annual Report
To Contractowners


 

Hypothetical Example for Comparison Purposes

 

The second line in 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 and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

 

       Beginning
Account Value
July 1, 2005
     Ending
Account Value
December 31, 2005
     Expenses Paid
During Period*
     Annualized
Expense Ratio

Actual

     $ 1,000.00      $ 1,022.00      $ 4.08      0.80%

Hypothetical (5% return before expenses)

     $ 1,000.00      $ 1,021.17      $ 4.08      0.80%

 

*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year).

 


 

THE GUARDIAN VC HIGH YIELD BOND FUND    5


n   The Guardian VC High Yield Bond Fund

 

Schedule of Investments

 

December 31, 2005

 

Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
  Corporate Bonds — 88.6%  
  Aerospace and Defense — 2.0%            
      Alliant Techsystems, Inc.            
$ 335,000   Sr. Sub. Nt.
8.50% due 5/15/2011
  B2/B   $ 351,750  
      Comm. & Power Inds., Inc.            
  499,000   Sr. Sub. Nt.
8.00% due 2/1/2012
  B3/B–     497,753  
      L-3 Comms. Corp.            
  290,000   Sr. Sub. Nt.
6.125% due 7/15/2013
  Ba3/BB+     287,825  
  150,000   Sr. Sub. Nt.†
6.375% due 10/15/2015
  Ba3/BB+     149,625  
             


                1,286,953  



  Automotive — 6.4%            
      Ford Motor Credit Co.            
  620,000   Nt.
7.00% due 10/1/2013
  Baa3/BB–     529,763  
  1,020,000   Sr. Nt.
7.25% due 10/25/2011
  Baa3/BB–     881,133  
      General Motors
Acceptance Corp.
           
  2,080,000   Nt.
6.75% due 12/1/2014
  Ba1/BB     1,871,212  
      Keystone Automotive Operations            
  580,000   Sr. Sub. Nt.
9.75% due 11/1/2013
  Caa1/B–     501,700  
      United Components, Inc.            
  280,000   Sr. Sub. Nt.
9.375% due 6/15/2013
  B3/B     278,600  
             


                4,062,408  



  Building Materials — 1.3%            
      Norcraft Cos. Fin.            
  375,000   Sr. Sub. Nt.
9.00% due 11/1/2011
  B3/B–     388,125  
      Texas Inds., Inc.            
  430,000   Sr. Nt.†
7.25% due 7/15/2013
  Ba3/BB–     446,125  
             


                834,250  



  Chemicals — 5.1%            
      Equistar Chemicals LP            
  845,000   Sr. Nt.
10.125% due 9/1/2008
  B2/BB–     916,825  
      Huntsman ICI Chemicals LLC            
  300,000   Sr. Sub. Nt.
10.125% due 7/1/2009
  B3/B     309,750  
      Huntsman Int’l. LLC            
  167,000   Sr. Nt.
9.875% due 3/1/2009
  B2/B     176,185  
      Koppers, Inc.            
  437,000   Sr. Nt.
9.875% due 10/15/2013
  B2/B     474,145  
      Lyondell Chemical Co.            
  278,000   Sr. Sub. Nt.
10.875% due 5/1/2009
  B3/B     288,772  
      Millennium America, Inc.            
  360,000   Sr. Nt.
9.25% due 6/15/2008
  B1/BB–     388,350  
      Nell AF SARL            
  525,000   Sr. Nt.†
8.375% due 8/15/2015
  B2/B–     519,750  
      Rhodia S.A.            
  150,000   Sr. Nt.
10.25% due 6/1/2010
  B3/CCC+     164,250  
             


                3,238,027  



Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
  Construction Machinery — 2.3%            
      Nationsrent, Inc.            
$ 300,000   Sr. Sub. Nt.
9.50% due 5/1/2015
  Caa1/B–   $ 315,000  
      NMHG Hldg. Co.            
  80,000   Sr. Nt.
10.00% due 5/15/2009
  B3/B+     85,200  
      Terex Corp.            
  155,000   Sr. Sub. Nt.
9.25% due 7/15/2011
  Caa1/B     165,463  
  255,000   Sr. Sub. Nt. Ser. B
10.375% due 4/1/2011
  Caa1/B     270,300  
      United Rentals NA, Inc.            
  672,000   Sr. Sub. Nt.
7.75% due 11/15/2013
  Caa1/B+     655,200  
             


                1,491,163  



  Consumer Products — 2.2%            
      Bombardier Recreational Products            
  214,000   Sr. Sub. Nt.
8.375% due 12/15/2013
  B3/B     214,268  
      Elizabeth Arden, Inc.            
  555,000   Sr. Sub. Nt.
7.75% due 1/15/2014
  B2/B–     560,550  
      Jafra Cosmetics            
  387,000   Sr. Sub. Nt.
10.75% due 5/15/2011
  B3/B–     423,765  
      Riddell Bell Hldgs., Inc.            
  252,000   Sr. Sub. Nt.
8.375% due 10/1/2012
  B3/B–     233,730  
             


                1,432,313  



  Electric — 11.1%            
      Allegheny Energy Supply            
  1,110,000   Nt.
7.80% due 3/15/2011
  Ba3/B     1,209,900  
      Edison Mission Energy            
  280,000   Sr. Nt.
9.875% due 4/15/2011
  B1/B+     326,550  
      Mission Energy Hldg.            
  1,395,000   Sr. Sec. Nt.
13.50% due 7/15/2008
  B2/CCC+     1,618,200  
      Nevada Power Co.            
  368,000   Mtg. Nt. Ser. L
5.875% due 1/15/2015
  Ba1/BB     365,174  
      Sierra Pacific Resources            
  1,120,000   Sr. Nt.
8.625% due 3/15/2014
  B1/B–     1,211,828  
      Teco Energy, Inc.            
  145,000   Sr. Nt.
6.75% due 5/1/2015
  Ba2/BB     150,075  
  840,000   Nt.
7.00% due 5/1/2012
  Ba2/BB     882,000  
      TXU Corp.            
  515,000   Sr. Nt. Ser. P
5.55% due 11/15/2014
  Ba1/BB+     489,166  
      UtiliCorp United, Inc.            
  840,000   Sr. Nt.
7.75% due 6/15/2011
  B2/B–     858,900  
             


                7,111,793  



  Energy — 4.0%            
      Chaparral Energy, Inc.            
  170,000   Sr. Nt.†
8.50% due 12/1/2015
  B3/B     175,950  

 


See notes to financial statements.

 

6    


n   The Guardian VC High Yield Bond Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
      Chesapeake Energy Corp.            
$ 228,000   Sr. Nt.
6.375% due 6/15/2015
  Ba2/BB   $ 228,000  
  294,000   Sr. Nt.
6.625% due 1/15/2016
  Ba2/BB     297,675  
      Dresser, Inc.            
  333,000   Sr. Nt.
9.375% due 4/15/2011
  B2/B–     350,482  
      Encore Acquisition Co.            
  450,000   Sr. Sub. Nt.
7.25% due 12/1/2017
  B2/B     445,500  
      Newpark Resources, Inc.            
  300,000   Sr. Sub. Nt. Ser. B
8.625% due 12/15/2007
  B2/B     300,000  
      Pride Int’l., Inc.            
  168,000   Sr. Nt.
7.375% due 7/15/2014
  Ba2/BB–     180,180  
      Western Oil Sands, Inc.            
  222,000   Sr. Sec. Nt.
8.375% due 5/1/2012
  Ba2/BB+     249,473  
      Whiting Petroleum Corp.            
  300,000   Sr. Sub. Nt.†
7.00% due 2/1/2014
  B2/B–     300,750  
             


                2,528,010  



  Entertainment — 0.8%            
      Intrawest Corp.            
  504,000   Sr. Nt.
7.50% due 10/15/2013
  B1/B+     510,300  



  Environmental — 0.4%            
      Allied Waste NA, Inc.            
  250,000   Sr. Nt.
7.875% due 4/15/2013
  B2/BB–     258,125  



  Food and Beverage — 2.7%            
      American Seafood Group LLC            
  320,000   Sr. Sub. Nt.
10.125% due 4/15/2010
  B3/B–     337,200  
      ASG Consolidated LLC            
  420,000   Sr. Disc. Nt. (1)
0/11.50% due 11/1/2011
  Caa1/B–     333,900  
      Del Monte Corp.            
  441,000   Sr. Nt.
6.75% due 2/15/2015
  B2/B     429,975  
      Michael Foods, Inc.            
  580,000   Sr. Sub. Nt.
8.00% due 11/15/2013
  B3/B–     594,500  
             


                1,695,575  



  Gaming — 2.6%            
      Boyd Gaming Corp.            
  510,000   Sr. Sub. Nt.
6.75% due 4/15/2014
  B1/B+     506,175  
      MGM MIRAGE, Inc.            
  425,000   Sr. Nt.
6.625% due 7/15/2015
  Ba2/BB     423,938  
  340,000   Sr. Nt.
8.50% due 9/15/2010
  Ba2/BB     368,475  
      Station Casinos            
  340,000   Sr. Sub. Nt.
6.875% due 3/1/2016
  Ba3/B+     347,650  
             


                1,646,238  



Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
  Health Care — 6.4%            
      Accellent, Inc.            
$ 300,000   Sr. Nt.†
10.50% due 12/1/2013
  Caa1/B–   $ 307,500  
      Coventry Health Care, Inc.            
  441,000   Sr. Nt.
6.125% due 1/15/2015
  Ba1/BBB–     452,025  
      DaVita, Inc.            
  320,000   Sr. Sub. Nt.†
7.25% due 3/15/2015
  B3/B     324,000  
      Fisher Scientific Int’l., Inc.            
  600,000   Sr. Sub. Nt.†
6.125% due 7/1/2015
  Ba2/BB+     600,000  
      Fresenius Medical Care            
  310,000   Capital Tr.
7.875% due 6/15/2011
  B1/BB–     330,150  
      HCA, Inc.            
  735,000   Sr. Nt.
6.30% due 10/1/2012
  Ba2/BB+     738,670  
      Lifecare Hldgs., Inc.            
  300,000   Sr. Sub. Nt.†
9.25% due 8/15/2013
  Caa1/CCC+     237,000  
      National Nephrology
Assocs., Inc.
           
  368,000   Sr. Sub. Nt.†
9.00% due 11/1/2011
  B1/B     407,560  
      Triad Hospitals, Inc.            
  368,000   Sr. Sub. Nt.
7.00% due 11/15/2013
  B3/B+     368,920  
      Vanguard Health Hldg. Co. II            
  300,000   Sr. Sub. Nt.
9.00% due 10/1/2014
  Caa1/CCC+     318,750  
             


                4,084,575  



  Home Construction — 0.8%            
      K. Hovnanian Enterprises, Inc.            
  300,000   Sr. Nt.
6.25% due 1/15/2016
  Ba1/BB     278,348  
  221,000   Sr. Sub. Nt.
7.75% due 5/15/2013
  Ba2/B+     218,152  
             


                496,500  



  Industrial–Other — 0.4%            
      Da Lite Screen Co., Inc.            
  167,000   Sr. Nt.
9.50% due 5/15/2011
  B2/B–     175,350  
      Stripes Acquisition/Susser Fin.            
  85,000   Sr. Nt.†
10.625% due 12/15/2013
  B2/B     86,275  
             


                261,625  



  Insurance — 0.5%            
      UnumProvident Finance Co.            
  300,000   Sr. Nt.†
6.85% due 11/15/2015
  Ba1/BB+     312,488  



  Lodging — 1.5%            
      Host Marriott LP            
  675,000   Sr. Nt. Ser. O
6.375% due 3/15/2015
  Ba2/BB–     673,313  
      Royal Caribbean Cruises Ltd.            
  300,000   Sr. Nt.
6.875% due 12/1/2013
  Ba1/BB+     317,742  
             


                991,055  



 


See notes to financial statements.

 

     7


n   The Guardian VC High Yield Bond Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
  Media–Cable — 3.4%            
      Charter Comm. Hldgs. II            
$ 912,000   Sr. Nt.
10.25% due 9/15/2010
  Caa1/CCC–   $ 907,440  
      Charter Comm. Operating LLC            
  278,000   Sr. Nt.†
8.00% due 4/30/2012
  B2/B–     276,610  
      CSC Hldgs., Inc.            
  315,000   Sr. Nt. Ser. B
7.625% due 4/1/2011
  B2/B+     313,425  
      Insight Comm., Inc.            
  368,000   Sr. Disc. Nt. (1)
0/12.25% due 2/15/2011
  Caa1/CCC+     384,560  
      Insight Midwest LP            
  278,000   Sr. Nt.
10.50% due 11/1/2010
  B2/B     292,247  
             


                2,174,282  



  Media–NonCable — 4.6%            
      Allbritton Comm. Co.            
  125,000   Sr. Sub. Nt.
7.75% due 12/15/2012
  B3/B–     125,625  
      Dex Media East LLC            
  269,000   Sr. Sub. Nt.
12.125% due 11/15/2012
  B1/B     314,730  
      DirecTV Hldgs. Fin.            
  600,000   Sr. Nt.
6.375% due 6/15/2015
  Ba2/BB–     586,500  
  109,000   Sr. Nt.
8.375% due 3/15/2013
  Ba2/BB–     117,175  
      EchoStar DBS Corp.            
  530,000   Sr. Nt.
6.375% due 10/1/2011
  Ba3/BB–     510,125  
      Houghton Mifflin Co.            
  382,000   Sr. Sub. Nt.
9.875% due 2/1/2013
  Caa1/B–     408,262  
      R.H. Donnelley Fin. Corp.            
  285,000   Sr. Sub. Nt.†
10.875% due 12/15/2012
  B2/B+     321,338  
      Radio One, Inc.            
  596,000   Sr. Nt.
6.375% due 2/15/2013
  B2/B     578,865  
             


                2,962,620  



  Metals and Mining — 3.1%            
      Chaparral Steel Co.            
  340,000   Sr. Nt.
10.00% due 7/15/2013
  B1/B     366,350  
      Gibraltar Inds., Inc.            
  340,000   Sr. Sub. Nt.†
8.00% due 12/1/2015
  Ba3/B+     342,550  
      Massey Energy Co.            
  170,000   Sr. Nt.†
6.875% due 12/15/2013
  B1/BB–     171,487  
      Oregon Steel Mills, Inc.            
  735,000   1st Mtg. Nt.
10.00% due 7/15/2009
  Ba3/B+     786,450  
      Peabody Energy Corp.            
  280,000   Sr. Nt. Ser. B
6.875% due 3/15/2013
  Ba3/BB–     291,200  
             


                1,958,037  



  Natural Gas–Pipelines — 6.1%            
      Atlas Pipeline Partners            
  170,000   Sr. Nt.†
8.125% due 12/15/2015
  B1/B+     171,488  
                   
Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
      Colorado Interstate Gas Co.            
$ 600,000   Sr. Nt.†
6.80% due 11/15/2015
  B1/B   $ 613,065  
      El Paso Natural Gas            
  600,000   Sr. Nt. Ser. A
7.625% due 8/1/2010
  B1/B     630,948  
      Holly Energy Partners LP            
  295,000   Sr. Nt.
6.25% due 3/1/2015
  Ba3/B+     285,781  
      Northwest Pipeline Corp.            
  126,000   Sr. Nt.
8.125% due 3/1/2010
  Ba2/B+     133,560  
      Semgroup LP            
  300,000   Sr. Nt.†
8.75% due 11/15/2015
  B1/NR     306,750  
      Southern Natural Gas Co.            
  377,000   Nt.
7.35% due 2/15/2031
  B1/B     386,766  
      Transcontinental Gas
Pipeline Corp.
           
  75,000   Nt. Ser. B
7.00% due 8/15/2011
  Ba2/B+     78,281  
      Williams Cos., Inc.            
  975,000   Sr. Nt.
7.75% due 6/15/2031
  B1/B+     1,028,625  
  267,000   Sr. Nt.
8.125% due 3/15/2012
  B1/B+     291,030  
             


                3,926,294  



  Non Sovereign — 1.1%            
      Gazprom OAO            
  600,000   Nt.†
9.625% due 3/1/2013
  NR/BB     723,750  



  Noncaptive Consumer — 0.7%            
      Dollar Financial Group, Inc.            
  416,000   Sr. Nt.
9.75% due 11/15/2011
  B3/B     428,480  



  Packaging — 2.8%            
      Ball Corp.            
  298,000   Sr. Nt.
6.875% due 12/15/2012
  Ba2/BB     307,685  
      Crown Americas            
  600,000   Sr. Nt.†
7.75% due 11/15/2015
  B1/B     621,000  
      Owens-Brockway Glass Container            
  306,000   Sr. Sec. Nt.
7.75% due 5/15/2011
  B1/BB–     319,387  
  282,000   Sr. Sec. Nt.
8.875% due 2/15/2009
  B1/BB–     294,338  
      Silgan Hldgs., Inc.            
  222,000   Sr. Sub. Nt.
6.75% due 11/15/2013
  B1/B+     220,890  
             


                1,763,300  



  Paper and Forest Products — 1.4%            
      Graphic Packaging
Int’l., Inc.
           
  764,000   Sr. Sub. Nt.
9.50% due 8/15/2013
  B3/B–     729,620  
      Millar Western Forest            
  222,000   Sr. Nt.
7.75% due 11/15/2013
  B2/B+     165,390  
             


                895,010  



 


See notes to financial statements.

 

8    


n   The Guardian VC High Yield Bond Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
  Retailers — 2.6%            
      J.C. Penney Co., Inc.            
$ 1,176,000   Debt.
7.95% due 4/1/2017
  Ba1/BB+   $ 1,365,971  
      Rent-A-Center            
  320,000   Sr. Sub. Nt. Ser. B
7.50% due 5/1/2010
  B1/BB–     305,600  
             


                1,671,571  



  Services — 0.2%            
      Williams Scotsman, Inc.            
  150,000   Sr. Nt.
8.50% due 10/1/2015
  B3/B     155,250  



  Technology — 1.9%            
      Iron Mountain, Inc.            
  750,000   Sr. Sub. Nt.
8.625% due 4/1/2013
  Caa1/B     781,875  
      Magnachip Semiconductor            
  450,000   Sr. Sec. Nt.
6.875% due 12/15/2011
  Ba3/B+     442,125  
             


                1,224,000  



  Textile — 1.3%            
      Oxford Inds., Inc.            
  200,000   Sr. Nt.
8.875% due 6/1/2011
  B2/B     203,750  
      Russell Corp.            
  605,000   Sr. Nt.
9.25% due 5/1/2010
  B2/B     613,319  
             


                817,069  



  Transportation — 1.0%            
      Hertz Corp.            
  170,000   Sr. Nt.†
8.875% due 1/1/2014
  B1/B     173,188  
      OMI Corp.            
  450,000   Sr. Nt.
7.625% due 12/1/2013
  B1/B+     456,187  
             


                629,375  



  Wireless Communications — 4.3%            
      Centennial Cell Comm. Corp.            
  215,000   Sr. Nt.
10.125% due 6/15/2013
  B3/CCC     233,812  
      Inmarsat Fin. PLC            
  222,000   Sr. Nt.
7.625% due 6/30/2012
  B1/B     228,938  
      Nextel Comm., Inc.            
  1,500,000   Sr. Nt. Ser. D
7.375% due 8/1/2015
  Baa2/A–     1,582,977  
      Nextel Partners, Inc.            
  260,000   Sr. Nt.
8.125% due 7/1/2011
  Ba3/BB–     277,875  
      Rogers Wireless, Inc.            
  420,000   Sr. Sub. Nt.
8.00% due 12/15/2012
  B2/B+     444,675  
             


                2,768,277  



  Wireline Communications — 3.6%            
      Citizens Comm. Co.            
  300,000   Sr. Nt.
9.25% due 5/15/2011
  Ba3/BB+     330,750  
      MCI, Inc.            
  285,000   Sr. Nt. (2)
7.688% due 5/1/2009
  Ba3/B+     294,262  
Principal
Amount
      Rating
Moody’s/
S&P*
  Value  
                   
      Qwest Corp.            
$ 375,000   Sr. Nt.†
7.625% due 6/15/2015
  Ba3/BB   $ 401,250  
  840,000   Sr. Nt.
7.875% due 9/1/2011
  Ba3/BB     905,100  
      U.S. West Comm.            
  336,000   Debt.
8.875% due 6/1/2031
  Ba3/BB     351,120  
             


                2,282,482  



     

Total Corporate Bonds
(Cost $55,887,145)

        56,621,195  



                   
  Sovereign Debt Security — 1.5%  
      Federative Republic of Brazil            
$ 837,000  

Nt.

9.25% due 10/22/2010

(Cost $858,700)

 

Ba3/BB–

  $ 936,603  



                   
  Indexed Security — 3.6%  
      Targeted Return Index Secs. Tr.            
$ 2,239,025  

Ser. HY-2005-1†(2)

7.362% due 6/15/2015

(Cost $2,309,368)

 

B1/BB–

  $ 2,300,598  



                   
Shares           Value  
  Warrant — 0.0%  
  170  

XM Satellite Radio, Inc.

exp. 3/15/2010

(Cost $34,340)

      $ 7,650  



                   
Principal
Amount
      Value  
               
  Repurchase Agreement — 5.6%  
$ 3,585,000  

State Street Bank and Trust Co.

repurchase agreement,

dated 12/30/2005, maturity

value of $3,586,641 at

4.12%, due 1/3/2006 (3)

(Cost $3,585,000)

  $ 3,585,000  



 
 
Total Investments — 99.3%
(Cost $62,674,553)
    63,451,046  
 
 
Cash, Receivables, and Other Assets
Less Liabilities — 0.7%
    439,064  



  Net Assets — 100%   $ 63,890,110  



*   Unaudited.
  Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to certain qualified buyers. At 12/31/2005, the aggregate market value of these securities amounted to $10,290,097 representing 16.1% of net assets of which $9,302,987 have been deemed liquid pursuant to the Fund’s liquidity procedures approved by the Board of Directors.
(1)   Step-up bond.
(2)   Floating rate note. The rate shown is the rate in effect at 12/31/2005.
(3)   The repurchase agreement is fully collateralized by $3,640,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $3,658,200.

 

Glossary:

NR — Not Rated.

 


See notes to financial statements.

 

     9


n   The Guardian VC High Yield Bond Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

        

Investments, at market (cost $62,674,553)

   $ 63,451,046  

Cash

     702  

Interest receivable

     1,130,198  

Receivable for fund shares sold

     18,246  

Other assets

     1,516  
    


Total Assets

     64,601,708  
    


LIABILITIES

        

Payable for securities purchased

     642,146  

Accrued expenses

     36,693  

Payable for fund shares redeemed

     410  

Due to GIS

     32,349  
    


Total Liabilities

     711,598  
    


Net Assets

   $ 63,890,110  
    


COMPONENTS OF NET ASSETS

        

Capital stock, at par

   $ 7,670  

Additional paid-in capital

     68,746,191  

Undistributed net investment income

     11,563  

Accumulated net realized loss on investments

     (5,651,807 )

Net unrealized appreciation of investments

     776,493  
    


Net Assets

   $ 63,890,110  
    


Shares Outstanding — $0.001 Par Value

     7,669,555  

Net Asset Value Per Share

     $8.33  

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Interest

   $ 4,522,661  
    


Expenses:

        

Investment advisory fees — Note B

     379,307  

Custodian fees

     59,672  

Audit fees

     29,529  

Printing expense

     23,622  

Director’s fees — Note B

     6,617  

Other

     8,948  
    


Total Expenses

     507,695  
    


Net Investment Income

     4,014,966  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — NOTE C

        

Net realized gain on investments — Note A

     894,500  

Net change in unrealized appreciation
of investments — Note C

     (2,815,587 )
    


Net Realized and Unrealized Loss
on Investments

     (1,921,087 )
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 2,093,879  
    


 


See notes to financial statements.

 

10    


n   The Guardian VC High Yield Bond Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 4,014,966        $ 3,955,195  

Net realized gain on investments

       894,500          872,599  

Net change in unrealized appreciation of investments

       (2,815,587 )        228,280  
      


    


Net Increase in Net Assets Resulting from Operations

       2,093,879          5,056,074  
      


    


Dividends to Shareholders from:

                     

Net investment income

       (4,027,155 )        (3,953,043 )
      


    


From Capital Share Transactions:

                     

Net increase in net assets from capital share transactions — Note G

       2,483,833          7,812,748  
      


    


Net Increase in Net Assets

       550,557          8,915,779  

NET ASSETS:

                     

Beginning of year

       63,339,553          54,423,774  
      


    


End of year*

     $ 63,890,110        $ 63,339,553  
      


    


*  Includes undistributed net investment income of:

     $ 11,563        $ 23,752  

 


See notes to financial statements.

 

     11


n   The Guardian VC High Yield Bond Fund

 

Financial Highlights

 

Selected data for a share of capital stock outstanding throughout the year indicated:

 

    Year Ended December 31,

 
    2005     2004     2003     2002     2001  

Net asset value, beginning of year

  $8.60     $8.43     $7.61     $8.13       $8.61  


Income from investment operations:

                               

Net investment income

  0.55     0.58     0.53     0.63       0.77  

Net realized and unrealized gain/(loss) on investments

  (0.27 )   0.17     0.82     (0.53 )     (0.47 )


Net increase from investment operations

  0.28     0.75     1.35     0.10       0.30  


Dividends to shareholders from:

                               

Net investment income

  (0.55 )   (0.58 )   (0.53 )   (0.62 )     (0.78 )


Net asset value, end of year

  $8.33     $8.60     $8.43     $7.61       $8.13  


Total return*

  3.30 %   9.22 %   17.95 %   1.29 %     3.56 %


Ratios/supplemental data:

                               

Net assets, end of year (000’s omitted)

  $63,890     $63,340     $54,424     $35,683       $32,210  

Ratio of expenses to average net assets

  0.80 %   0.79 %   0.81 %   0.87 %     0.90 %

Ratio of net investment income to average net assets

  6.35 %   6.97 %   7.17 %   7.88 %     8.96 %

Portfolio turnover rate

  88 %   90 %   165 %   66 %     140 %


 

*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
       Inclusion of such charges would reduce the total returns for all periods shown.

 


See notes to financial statements.

 

12    


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian VC High Yield Bond Fund (the Fund or GVCHYBF) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

Shares of GVCHYBF are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as certain mortgage-backed securities, restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of the GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

The Fund invests primarily in below investment grade securities (i.e. lower-quality debt), which are subject to certain risks. Lower-quality debt is considered to be speculative because it’s less certain that the issuer will be able to pay interest or repay the principal. These securities are generally more volatile and less liquid than investment grade debt. Lower quality debt securities can also be more sensitive to adverse economic conditions, including the issuer’s financial condition or stresses in its industry.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D). Short-term debt securities with maturities of 60 days or less are valued on an amortized cost basis which approximates market value.

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily.

 

Foreign Currency Translation

 

GVCHYBF is permitted to buy international securities that are not U.S. dollar denominated. GVCHYBF’s books and records are maintained in U.S. dollars as follows:

 

(1)  The foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into U.S. dollars at the current rate of exchange.

 

(2)  Security purchases and sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

The resulting gains and losses are included in the Statement of Operations as follows:

 

Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Realized foreign exchange gains and losses, which result from changes in foreign exchange rates between the date on which GVCHYBF earns dividends and interest or

 


 

     13


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

pays foreign withholding taxes or other expenses and the date on which U.S. dollar equivalent amounts are actually received or paid, are included in net realized gains or losses on foreign currency related transactions. Realized foreign exchange gains and losses which result from changes in foreign exchange rates between the trade and settlement dates on security and currency transactions are also included in net realized gains and losses on foreign currency related transactions. Net currency gains and losses from valuing other assets and liabilities denominated in foreign currency at the period end exchange rate are reflected in net change in unrealized appreciation or depreciation from translation of other assets and liabilities denominated in foreign currencies.

 

Forward Foreign Currency Contracts

 

GVCHYBF may enter into forward foreign currency contracts in connection with planned purchases or sales of securities, or to hedge against changes in currency exchange rates affecting the values of its investments that are denominated in a particular currency. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Fluctuations in the value of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by GVCHYBF. When forward contracts are closed, GVCHYBF will record realized gains or losses equal to the difference between the values of such forward contracts at the time each was opened and the values at the time each was closed. Such amounts are recorded in net realized gains or losses on foreign currency related transactions. GVCHYBF will not enter into a forward foreign currency contract if such contract would obligate it to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency.

 

Futures Contracts

 

GVCHYBF may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GVCHYBF is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GVCHYBF each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GVCHYBF. The daily changes in the variation margin are recognized as unrealized gains or losses by GVCHYBF. GVCHYBF’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GVCHYBF may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates or securities prices or prices of futures contracts move unexpectedly, GVCHYBF may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GVCHYBF. Net realized short-term and long-term capital gains for GVCHYBF will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GVCHYBF at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


2005

   $ 4,027,155

2004

     3,953,043

 

As of December 31, 2005, the components of accumulated losses on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Capital Loss
Carryforward


    Unrealized
Appreciation


$ 11,563   $ (5,628,214 )   $ 752,900

 

Taxes

 

GVCHYBF has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income (including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 


 

14    


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

As of December 31, 2005, for federal income tax purposes, the Fund had capital losses carryforward as follows:

 

    Capital Loss
Carryforward


    Expiration
Date


    $ (2,742,200 )   2009
      (2,886,014 )   2010
   


   
Total   $ (5,628,214 )    
   


   

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains, for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 0.60% of the average daily net assets of the Fund.

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $53,961,822 and $51,456,892, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, at December 31, 2005 aggregated $1,481,832 and $728,932, respectively, resulting in net unrealized appreciation of $752,900. The cost of investments owned at December 31, 2005 for federal income tax purposes was $62,698,146.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GVCHYBF will 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, GVCHYBF maintains the right to sell the collateral and may claim any resulting loss against the seller.

 

Note E.   Reverse Repurchase Agreements

 

GVCHYBF may enter into reverse repurchase agreements with banks or third party broker-dealers to borrow short-term funds. Interest on the value of reverse repurchase agreements issued and outstanding is based upon competitive market rates at the time of issuance. At the time GVCHYBF enters into a reverse repurchase agreement, GVCHYBF establishes and segregates cash, U.S. government securities or liquid, unencumbered securities that are marked-to-market daily. The value of such segregated assets must be at least equal to the value of the repurchase obligation (principal plus accrued interest), as applicable. Reverse repurchase agreements involve the risk that the buyer of the securities sold by GVCHYBF may be unable to deliver the securities when GVCHYBF seeks to repurchase them.

 

Note F.   Dollar Roll Transactions

 

GVCHYBF may enter into dollar rolls (principally using TBA’s) in which GVCHYBF sells mortgage securities for delivery in the current month and simultaneously contracts to repurchase similar securities at an agreed-upon price on a fixed date. The securities repurchased will bear the same interest as those sold, but generally will be collateralized at the time of delivery by different pools of mortgages with different prepayment histories than those securities sold. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on the securities sold. Dollar roll transactions involve the risk that the buyer of the securities sold by GVCHYBF may be unable to deliver the securities when GVCHYBF seeks to repurchase them. GVCHYBF is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the “drop”), as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls may increase fluctuations in GVCHYBF’s net asset value and may be viewed as a form of leverage.

 


 

     15


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Note G.   Transactions in Capital Stock

 

There are 100,000,000 shares of $0.001 par value capital stock authorized for GVCHYBF. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     987,276        1,865,601        $ 8,446,844        $ 15,923,873  

Shares issued in reinvestment of dividends

     481,999        469,987          4,027,155          3,953,043  

Shares repurchased

     (1,168,801 )      (1,425,887 )        (9,990,166 )        (12,064,168 )


Net increase

     300,474        909,701        $ 2,483,833        $ 7,812,748  


 

Note H.   Line of Credit

 

A $100,000,000 line of credit available to GVCHYBF and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year ended December 31, 2005, none of the funds borrowed against this line of credit.

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note I.   Management Information (Unaudited)

 

The directors and officers of GVCHYBF are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Interested Directors*

                   
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.

 

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

16    


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Dennis J. Manning
81 Graenest Ridge Road
Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life subsidiaries.

Disinterested Directors

                   
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust (9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     17


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).
William N. Goetzmann, Ph.D.
(1956)
  Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.
Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

18    


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H
New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.
Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios (20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.
Robert G. Smith, Ph.D.
132 East 72nd Street, Apt. #1
New York, New York
10021
(1932)
  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     19


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice President and Secretary   Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since 1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25
Richard A. Cumiskey
(1960)
  Chief Compliance Officer   Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing Director   Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager - Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager - Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23
Jonathan C. Jankus
(1947)
  Managing Director   Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20
Stewart M. Johnson
(1952)
  Senior Director   Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

20    


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Frank L. Pepe
(1942)
  Vice President and Treasurer   Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25
Richard T. Potter, Jr.
(1954)
  Vice President and Counsel   Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing Director   Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25

 

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     21


n   The Guardian VC High Yield Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

22    


n   The Guardian VC High Yield Bond Fund

 

Report of Ernst & Young LLP,

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and

Shareholders of The Guardian VC High Yield Bond Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian VC High Yield Bond Fund (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian and brokers.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian VC High Yield Bond Fund, a series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

     23


n   The Guardian VC High Yield Bond Fund

 

Board Approval of Investment Management Agreements (Unaudited)

 

The Boards of Directors of The Guardian Variable Contract Funds, Inc. (“GVCF”), GIAC Funds, Inc. (“GIAC”), The Guardian Bond Fund, Inc. (“GBF” and a “Fund”) and The Guardian Cash Fund, Inc. (“GCF” and a “Fund”) (together, the series of GVCF and GIAC, and GBF and GCF are referred to as the “Funds,”) approved the renewal of the management agreement for each Fund and, as applicable, the subadvisory agreement for each Fund on November 17, 2005. As a part of the renewal process, the Boards of Directors of GVCF, GIAC, GBF and GCF met independently of Fund management and of the interested Board Members to consider the renewal of: (1) the management agreement (“Management Agreement”) between each of the Funds and Guardian Investor Services LLC (“GIS”) or as applicable, Guardian Baillie Gifford Limited (“GBG” and together with GIS, each referred to as a “Manager”); (2) as applicable, the subadvisory agreements (each a “Subadvisory Agreement”) between GBG and Baillie Gifford Overseas Limited (“BGO”) and the subadvisory agreements between GIS and UBS Global Asset Management (Americas) Inc. (“UBS” and together with BGO, each referred to as a “Subadvisor”). (The Management Agreements and the Subadvisory Agreements are together referred to as the “Advisory Agreements.”) As part of the review process, the Independent Directors were represented by independent legal counsel. The Independent Directors reviewed comprehensive materials received from the Managers, Subadvisors and independent counsel in connection with contract review. The Independent Directors noted that each Board also received regular information throughout the year regarding performance and operating results of each Fund and that in evaluating the Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Managers on matters relating to the Funds.

 

In preparation for the review process, the Independent Directors met with independent legal counsel and discussed the type and nature of information to be provided and sent a formal request for information to Fund management. The Managers and Subadvisors provided extensive information to all Board members in response to the request. Among other information, the Independent Directors reviewed materials to assess the services provided by each Manager and Subadvisor, and, as applicable, information comparing the performance, advisory fees and expense ratios of each Fund to other mutual funds, information about the profitability from the Advisory Agreements to the Managers and to the Subadvisors, information about economies of scale and information about the other benefits to the Managers and Subadvisors and their affiliates resulting from their relationship with the Funds (“fall-out benefits”). The Independent Directors reviewed comparative performance and management fee and expense ratios of peer groups of funds selected by Morningstar, Inc. (“Morningstar”). The Independent Directors also received a memorandum from independent legal counsel advising them of their duties and responsibilities in connection with the review of the Advisory Agreements. In preparation for the November 17th meeting, the Independent Directors met on November 3, 2005, to review and discuss with independent legal counsel the information provided by Morningstar.

 

Based upon their review, the Independent Directors concluded that it was in the best interest of each Fund to renew each relevant Advisory Agreement and, accordingly, recommended to the full Board of each Fund the renewal of each applicable Advisory Agreement. In reaching this conclusion for each Fund, the Independent Directors did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

Management Agreements

 

Nature, Quality and Extent of Services. In reviewing the nature, quality and extent of services provided by the Managers, the Independent Directors considered the services provided by each Manager under the Management Agreements, including administrative services. The Independent Directors considered the experience and skills of senior management responsible for fund operations, the experience and skills of the personnel performing the functions under each Management Agreement and the resources made available to such personnel, the ability of the Managers to attract and retain high-quality personnel, and the organizational depth of the Managers. The Independent Directors concluded that appropriate resources were provided under each Management Agreement. The Independent Directors also considered the delegation of day-to-day portfolio management responsibility to UBS with respect to the Guardian UBS VC Large Cap Value Fund and the Guardian UBS VC Small Cap Value Fund and to BGO with respect to the Baillie Gifford International Growth Fund and the Baillie Gifford Emerging Markets Fund and the Managers’ ability to supervise the activities of the Subadvisors. The Independent Directors concluded each Manager’s supervisory program was satisfactory. The Independent Directors also considered the compliance program established by the Managers and the level of compliance attained by the Managers. Further, the Independent Directors considered that each Manager has had a long-term relationship with the Funds and has demonstrated its past and future commitment to support the Funds. The Independent Directors concluded that a long-term relationship with a capable, conscientious adviser was in the best interest of each Fund. Based upon all relevant factors, the Independent Directors concluded that the nature, quality and extent of the services provided by the Managers to each applicable Fund were satisfactory.

 


 

24    


n   The Guardian VC High Yield Bond Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and longer-term (three year, five year and ten year) periods, as applicable, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. The Independent Directors received comparative performance information prepared by Morningstar. The Independent Directors also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Independent Directors concluded that investment performance met acceptable levels of investment performance. For Funds that experienced underperformance, the Independent Directors reviewed the reasons for the underperformance and the remedial measures taken by the Manager to improve performance. The Independent Directors concluded that the Managers have in place an effective process to monitor performance and that reasonable steps had been implemented to address circumstances of underperformance where appropriate. Therefore, the Independent Directors concluded that it was in the best interests of the Funds to renew the Management Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s management fees and net expense ratios. The Independent Directors received information, based on data supplied by Morningstar, comparing each Fund’s management fee rates and total net expense ratio to advisory fees and total net expense ratios of the mutual funds in its peer group (as selected by Morningstar). The Independent Directors also received and considered information on fee waivers and/or reimbursements for each Fund compared to those of its peer group. The Independent Directors noted that a number of the Funds have received fee waivers for many years and that such fee waivers remained current through the time of the review process.

 

The Independent Directors also compared each Fund’s management fee rates to fees charged by the Manager for comparable mutual funds. For each Fund, the Independent Directors reviewed the fees charged by other advisors for mutual funds in the Fund’s peer group. GIS provided information on the advisory fees it charges its two institutional accounts and noted the information was not comparable with the Funds because the investment objectives and management style of the institutional accounts were very different than those of the Funds. GBG has no clients other than the Funds.

 

On the basis of all information provided, the Independent Directors concluded that the management fee schedules for each Fund were reasonable and appropriate in light of the nature, quality and extent of services provided by the Manager.

 

Profitability. The Independent Directors reviewed detailed information regarding revenues received by each Manager under each Management Agreement, including identification of the estimated direct and indirect costs of the Managers of providing those services to each Fund that are covered under the Management Agreements. The Independent Directors also received information regarding the enterprise-wide profitability of the Managers with respect to all fund services in totality.

 

For all Funds, based upon the profitability percentage provided, the Independent Directors concluded that the profitability to the applicable Manager from the management of each Fund was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund and the Guardian Cash Fund had management fee schedules that each contained one breakpoint. The Independent Directors also considered whether the effective management fee rate for each Fund under the Management Agreement is reasonable in relation to the asset size of such Fund. The Independent Directors noted GIS’s representation that it did not anticipate that the Funds would experience any significant economies in the near future, given their asset size. The Independent Directors concluded that, in light of the Funds’ current asset levels, the fee schedule for each Fund reflects an appropriate level of sharing of any economies of scale.

 

Other Benefits to Manager. The Independent Directors also considered the character and amount of other incidental benefits received by the Managers and their affiliates as a result of their relationship with the Funds. The Independent Directors noted the Managers’ representation that each has the ability to obtain proprietary research as a result of the Funds’ brokerage business that may be used for the benefit of the Funds and other clients of the Managers. The Independent Directors concluded that management fees for each Fund were reasonable in light of these fall-out benefits.

 

Specific Fund Findings

 

The Guardian VC High Yield Bond Fund

 

In determining to recommend renewal of the Fund’s Management Agreement, the Independent Directors concluded that investment performance was satisfactory, with performance during more recent periods falling within a reasonable range of the median of its peer group, and that the management fee rate was reasonable.

 


 

     25


n   The Guardian VC High Yield Bond Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Overall Conclusions

 

Based upon all of the information considered and the conclusions reached, the Independent Directors determined that the terms of each Advisory Agreement continue to be fair and reasonable and that the continuation of each Advisory Agreement is in the best interests of each Fund.

 


 

26    


n   The Guardian VC High Yield Bond Fund

 

Shareholder Voting Summary (Unaudited)

 

November 15, 2005

 

On November 15, 2005, a Special Shareholder Meeting of the Fund was held at which the eleven Directors, identified below, were elected (Proposal No. 1) and the sub-proposals in Proposal No. 2, as described in the Proxy Statement, were approved. The following is a report of the votes cast:

 

Proposal No. 1

 

Election of the Eleven Nominees for Director:

 

NOMINEE


   FOR

   WITHHELD

   TOTAL

DIRECTORS

              

Kathleen C. Cuocolo

   76,165,969.554    1,858,569.914    78,024,539.468

Frank J. Fabozzi

   76,176,372.381    1,848,167.087    78,024,539.468

Arthur V. Ferrara

   75,994,827.909    2,029,711.559    78,024,539.468

Leo R. Futia

   75,817,210.074    2,207,329.394    78,024,539.468

William N. Goetzmann

   76,164,019.071    1,860,520.397    78,024,539.468

Anne M. Goggin

   76,112,215.256    1,912,324.212    78,024,539.468

William W. Hewitt

   75,933,986.870    2,090,552.598    78,024,539.468

Sidney I. Lirtzman

   75,898,936.066    2,125,603.402    78,024,539.468

Dennis H. Manning

   76,179,952.757    1,844,586.711    78,024,539.468

Steven J. Paggioli

   76,173,796.441    1,850,743.027    78,024,539.468

Robert G. Smith

   75,972,333.669    2,052,205.799    78,024,539.468

 

Proposal No. 2

 

Approving an amendment to, or the elimination of, the Fund's fundamental investment restriction, as described in the Proxy Statement, with respect to the following:

 

SUB-PROPOSALS


   FOR

   AGAINST

   ABSTAIN

   TOTAL

2(a)      Diversification of investments;

   7,168,470.356    255,354.782    96,070.343    7,519,895.481

2(b)      Borrowing;

   7,188,337.885    235,487.253    96,070.343    7,519,895.481

2(c)      Issuing senior securities;

   7,159,428.801    264,396.337    96,070.343    7,519,895.481

2(d)      Concentration of investments in the same industry;

   7,178,440.123    245,385.015    96,070.343    7,519,895.481

2(e)      Investments in real estate

   7,184,378.867    239,446.271    96,070.343    7,519,895.481

2(h)      Making loans, and

   7,168,470.356    255,354.782    96,070.343    7,519,895.481

2(m)     Pledging, mortgaging or hypothecating its assets.

   7,168,470.356    255,354.782    96,070.343    7,519,895.481

 


 

     27


n   The Guardian VC High Yield Bond Fund

 

Proxy Voting Policies and Procedures (Unaudited)

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2005, is available free of charge upon request by logging on to www.guardianinvestor.com or the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

 

Form N-Q (Unaudited)

 

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each year on the Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov, and can be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Code of Ethics (Unaudited)

 

The Fund has adopted a code of ethics for its Principal Executive Officer and Principal Financial Officers (the “Code”). The purpose of the Code is to promote, among other things: honest and ethical conduct, including the handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC; and compliance with applicable laws and regulations. A copy of the Code has been filed with the SEC on Form N-CSR and can be obtained on the SEC’s website at www.sec.gov.

 

Copies of all of the above can be obtained free of charge by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 


 

28    


n   The Guardian VC Low Duration Bond Fund

 

Annual Report
To Contractowners


 

LOGO

 

Howard W. Chin, Co-Portfolio Manager

 

LOGO

 

Robert Crimmins, Co-Portfolio Manager

 

Objective:

Seeks a high level of current income, consistent with preservation of capital

 

Portfolio:

At least 80% in different kinds of investment grade bonds, such as corporate bonds, mortgage-backed and asset-backed securities, and obligations of the U.S. government and its agencies.

 

Inception Date:

August 28, 2003

 

Net Assets at December 31, 2005:

$27,378,006

 


 

An Update from Fund Management

 

The Fund had a total return of 1.25% for the year ended December 31, 2005, underperforming the Fund’s benchmark, the Lehman Brothers U. S. Government 1-3 Year Bond Index, which returned 1.73% during the same period. The average fund in the Lipper Short-Intermediate Investment Grade peer group returned 1.66% in 2005.

 

Market Overview

 

In contrast to 2004, interest rates in 2005 were remarkably well-behaved and experienced little in the way of surprises. Short maturity yields rose as the Federal Reserve Board (“the Fed”) continued its policy of predictably raising interest rates in consistent quarter-point increments. As a result, the interest rate market did not undergo any sharp dislocations. To the extent that there was a surprise in the marketplace, the stubbornness of longer maturity yields in the wake of continued rate increases surprised and confounded some investors. However, this “surprising” behavior became better understood as more data became available during the year.

 

Specifically, the yield curve flattened in 2005 as the difference between 2- and 10-year Treasuries narrowed steadily from 1.15% at the beginning of the year to finish at a spread of –0.02%, resulting in a condition known as an “inverted yield curve,” where short maturity rates exceed longer maturity ones. The primary contributor to the inversion was a substantial 1.34% increase in 2-year Treasury rates over the course of the year, finishing at 4.41%. The increase in 10-year yields was much more modest, up by only 0.18% to finish at 4.40%. The longer maturity portion of the curve also flattened as the yield difference between 10-year and 30-year maturities declined by 0.47% to end the year at 0.14%. In notable contrast to the yield increases seen for shorter maturity Treasuries, the yield on the 30-year bond actually decreased by 0.29% and finished at 4.54%. Not surprisingly, long maturity bonds performed best in the Treasury sector.

 

While an inverted yield curve is not a common occurrence — it last occurred in 2000 — the upward movement in short rates was largely expected by the market. The Federal Reserve telegraphed its intentions to tighten monetary policy by increasing interest rates at a “measured” pace, and this increased transparency removed considerable uncertainty from the marketplace. As a result, the Federal Funds rate was increased eight times during 2005 to finish the year at 4.25%, but each 0.25% increase was fully anticipated well in advance of the actual move by the Fed. There were no surprises here.

 

However, many investors were perplexed by the stubbornly low rates at the long end of the yield curve. Despite thirteen rates hikes by the Fed since mid-2004, long rates barely budged. In fact, as mentioned earlier, they fell. Federal Reserve Chairman Greenspan labeled it a “conundrum.” A good portion of the lower bond yields was attributed to strong buying by overseas central banks and investors as countries such as China needed to reinvest a good portion of their trade surpluses into U.S. securities. In addition, longer maturity securities also lost much of their risk premium as

 


About information in this report:

  It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested. Investing in bond funds exposes you to the general risk of investing in the debt markets. Duration is a measure of bond price sensitivity to a given change in interest rates. Generally, the lower a bond’s duration, the greater its price sensitivity to a given change in interest rates. Bond funds are subject to interest rate risk. When interest rates rise, bond prices generally fall, and when interest rates fall, bond prices generally rise. Currently, interest rates are at 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.
  Low duration bond funds may not be a suitable alternative to money market funds because, unlike money market funds, low duration bond funds do not seek to maintain a stable net asset value and, as a result, are a riskier asset class.
  The Lehman Brothers U.S. Government 1-3 Year Bond Index is an unmanaged index that is generally considered to be representative of U.S. short duration bond market activity. Index returns are provided for comparative purposes. Please note that the index is unmanaged and not available for direct investment and their returns do not reflect the fees and expenses that have been deducted from the Fund.

 

THE GUARDIAN VC LOW DURATION BOND FUND    1


n   The Guardian VC Low Duration Bond Fund

 

Annual Report
To Contractowners


 

investors recognized the Fed’s vigilance and success in battling inflation and as a result, required lower yield premiums in light of the reduced inflation risk. If anything, many investors believed the Fed was overestimating the risk of inflation. Inflation data released during 2005 indicated that inflation may have peaked in 2004 and was reliably trending downwards into the Fed’s comfort zone. Energy costs for oil, gasoline and natural gas remained persistently high but did not appear to result in higher product prices. Accordingly, investors grew more comfortable with owning longer maturity securities and the increased demand drove yields lower still.

 

Against this backdrop, the domestic economy was quite robust. The first three quarters of 2005 exhibited an above-trend growth rate of 3.8% and economists expect the fourth quarter to come in at 3.2%. Coming into 2005, market observers had expected increased investment by the business sector to replace consumer spending as the economy’s growth engine. This did not materialize. In fact, consumers increased their role in the economy as the boom in the housing sector enabled many to increase their spending by tapping into their homes’ increased value through mortgage refinancings and cash takeouts. The damage caused by Hurricanes Katrina and Rita devastated specific regions and their economies, but it did not appear to have inflicted lasting damage on the overall economy. Employment continued to grow at a strong pace and the unemployment rate dropped to 4.9% by the end of 2005 relative to a pre-hurricane peak of 5.4% earlier in the year.

 

Overall, the fixed income market put in a mixed performance in 2005. Treasuries returned 2.79% as measured by the Lehman Brothers Treasury Index, but unlike 2004 where each segment of the investment grade bond market outperformed Treasuries, there were clear winners and losers in 2005. Notably, two portions of the securitized bond market — asset-backed securities (ABS)1 and commercial mortgage-backed securities (CMBS)1 — returned 2.09% and 1.82%, respectively, and outperformed their Treasury counterparts by 0.32% and 0.15%. The agency debenture sector also fared well, returning 2.33% and outperforming by 0.13%. On the other hand, corporate bonds fared less well, returning 1.96% but underperforming comparable duration Treasuries by 0.85%.

 

The solid performance of the ABS and CMBS sectors was attributed to the lack of event risk in 2005 as well as the continued strong performance of the underlying housing and real estate assets that is the collateral for ABS and CMBS bonds. In contrast, the troubles experienced in the corporate bond market can be laid at the doors of the automotive sector and the overall weak performance of long maturity corporate bonds. Specifically, both GM and Ford were downgraded to below investment grade status, which accounted for 0.62% of the 0.85% of underperformance that the investment grade corporate bond market underwent. Further, as mentioned before, 30-year Treasury yields fell during 2005, but long maturity corporate bonds were unable to keep pace with that rally. Instead of rallying in lockstep, corporate bond investors continued to demand higher yields to take on the additional risk of longer maturity bonds and caused corporate bond spreads to widen and the sector to underperform by 3.76%. We also noted a sharp difference in performance among different credit rating classes; the BBB sector underperformed Treasuries by 1.77% while the AAA sector underperformed by just 0.13%.

 

Strategy Overview

 

The Fund began 2005 with a significant exposure in corporate bonds as we expected continued economic growth, which would be supportive of credit fundamentals and positive for the sector’s prospects. However, as the year progressed, the growing leveraged and merger and acquisition activity and the downgrade of Ford and GM caused the credit sector to substantially underperform. As a result, our overweight had a negative impact on the Fund’s performance during the first half of 2005. During the second half, the Fund reduced its overweight in corporates through opportunistic sales while holding on to our short-maturity issues because of their attractive breakeven spreads. Our holdings were further pared back as several of the Fund’s bonds were called or tendered. This strategy paid off during the second half of the year, as the performance of the short-maturity corporate bond market improved.

 

We also held significant positions in ABS and CMBS for all of 2005, which served the Fund well since these two sectors were the best performing ones in 2005 among investment grade assets on an excess return basis. ABS made up 24.88% of the Fund and our holdings were concentrated in the auto and home equity loan (HEL) segments of the ABS market. Despite the extreme widening in corporate auto issues following the Ford and GM downgrades, ABS issued by Ford Motor Credit and GMAC

 

1   The respective indices are: the Lehman Brothers Asset-Backed (ABS) Index and the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index.

 


 

2   THE GUARDIAN VC LOW DURATION BOND FUND


n   The Guardian VC Low Duration Bond Fund

 

Annual Report
To Contractowners


 

proved to be robust, amidst the turmoil in the corporate bond market. HEL made up about 8.67% of the Fund’s holdings and contributed significantly to the Fund’s performance as the HEL sector outperformed by 0.79%, relative to the ABS sector’s overall showing of 0.32%. Our purchases in the CMBS sector consisted almost exclusively of 3-year average life AAA-rated bonds. The 1-3.5 year portion of the Lehman Brothers CMBS Index was the best performing segment in 2005, outperforming Treasuries by 0.64% relative to the overall Index’s outperformance of 0.15%.

 

Despite the positive contributions made by our asset allocation decisions among corporates, ABS and CMBS, the Fund underperformed its benchmark primarily due to its exposure to intermediate maturity Treasuries. As many of our shareholders know, one of the Fund’s goals is to seek to remain consistently duration neutral to the Fund’s benchmark. In 2005, we used 5-year Treasury notes to maintain the Fund’s duration at the duration of its benchmark, but the 5-year sector was the worst performing portion of the Treasury market in 2005, returning just 0.09% for the entire year while 2- and 3-year Treasuries returned 1.36% and 1.07%, respectively. This return difference had a significant impact on the Fund’s performance.

 

In summary, the Fund benefited from our asset allocation decisions, but our need to buy longer maturity Treasuries caused the Fund to underperform overall in 2005.

 

The views expressed above are those of the Fund’s portfolio manager(s) as of December 31, 2005 and are subject to change without notice. They do not necessarily represent the views of Guardian Investor Services LLC. The views expressed herein are based on current market conditions and are not intended to predict or guarantee the future performance of any Fund, any individual security, any market or market segment. The composition of each Fund’s portfolio is subject to change. No recommendation is made with respect to any security discussed herein.

 

Top Ten Holdings  (As of 12/31/2005)

 

Company      Coupon        Maturity
Date
     Percentage of
Total Net Assets
 

U.S. Treasury Notes

     4.375 %      11/15/2008      5.74 %

U.S. Treasury Notes

     4.125 %      8/15/2008      4.50 %

U.S. Treasury Notes

     4.500 %      11/15/2010      4.04 %

U.S. Treasury Notes

     3.375 %      2/15/2008      3.45 %

U.S. Treasury Notes

     4.250 %      10/31/2007      3.28 %

FNMA

     3.125 %      12/15/2007      1.77 %

Chase Comm’l. Mtg. Secs. Corp.

     6.390 %      11/18/2030      1.65 %

Chase Comm’l. Mtg. Secs. Corp.

     7.370 %      6/19/2029      1.61 %

Ford Credit Auto Owner Tr.

     4.380 %      1/15/2010      1.57 %

Capital Auto Receivables Asset Tr.

     4.050 %      7/15/2009      1.55 %

 

Sector Allocation  (As of 12/31/2005 and 6/30/2005)

 

LOGO

 


 

THE GUARDIAN VC LOW DURATION BOND FUND    3


n   The Guardian VC Low Duration Bond Fund

 

Annual Report
To Contractowners


 

Average Annual Total Returns  (For periods ended 12/31/2005)

 

     1
Yr
   5
Yrs
   10
Yrs
  

Since Inception

8/28/2003

The Guardian VC Low Duration Bond Fund

   1.25%          1.34%

Lehman Brothers U.S. Government 1-3 Year Bond Index

   1.73%          1.68%

 


All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

 

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. 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. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units.

 

Growth of a Hypothetical $10,000 Investment

 

To give you a comparison, the chart below shows the performance of a hypothetical $10,000 investment made in the Fund and in the Lehman Brothers U.S. Government 1-3 Year Bond Index. Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

 

LOGO

 

Fund Expenses

 

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example 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 underlying funds.

 

The example is based on an investment of $1,000 invested on July 1, 2005 and held for six months ended December 31, 2005.

 

Actual Expenses

 

The first line in the table provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your

 


 

4   THE GUARDIAN VC LOW DURATION BOND FUND


n   The Guardian VC Low Duration Bond Fund

 

Annual Report
To Contractowners


 

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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line in 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 and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

 

     Beginning
Account Value
July 1, 2005
   Ending
Account Value
December 31, 2005
   Expenses Paid
During Period*
   Annualized
Expense Ratio

Actual

   $ 1,000.00    $ 1,005.90    $ 3.99    0.79%

Hypothetical (5% return before expenses)

   $ 1,000.00    $ 1,021.22    $ 4.02    0.79%

 

*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year).

 


 

THE GUARDIAN VC LOW DURATION BOND FUND    5


n   The Guardian VC Low Duration Bond Fund

 

Schedule of Investments

 

December 31, 2005

 

Principal
Amount
        Value  
                 
  Asset Backed Securities — 24.8%  
$ 265,000   

Ameriquest Mtg. Secs., Inc.
2003-5 A6
4.541% due 4/25/2033

   $ 261,396  
  430,000   

Capital Auto Receivables Asset Tr.
2005-1 A4
4.05% due 7/15/2009

     425,268  
  270,000   

Capital One Multi-Asset Execution Tr.
2003- A4 A4
3.65% due 7/15/2011

     262,129  
  410,000   

Carmax Auto Owner Tr.
2005-1 A4
4.35% due 3/15/2010

     405,023  
  194,194   

Caterpillar Financial Asset Tr.
2004-A A3
3.13% due 1/26/2009

     191,601  
  125,000   

Chase Manhattan Auto Owner Tr.
2003-A A4
2.06% due 12/15/2009

     122,191  
  275,000   

Countrywide Asset-Backed Certificates
2004-S1 A2
3.872% due 3/25/2020

     270,285  
  435,000   

Ford Credit Auto Owner Tr.
2005-B A4
4.38% due 1/15/2010

     430,757  
  410,000   

Harley-Davidson Motorcycle Tr.
2004-1 A2
2.53% due 11/15/2011

     396,015  
  270,000   

Hertz Vehicle Financing LLC
2005-2A A1
4.52% due 2/25/2010†(1)

     270,000  
  260,000   

MBNA Credit Card Master Nt. Tr.
2005-A7 A7
4.30% due 2/15/2011

     256,833  
  146,782   

Navistar Financial Corp. Owner Tr.
2004-A A3
2.01% due 8/15/2008

     144,774  
  410,000   

New Century Home Equity Loan Tr.
2004-4 A4
4.659% due 2/25/2035 (1)

     410,483  
  255,000   

Nissan Auto Receivables Owner Tr.
2003-B A4
2.05% due 3/16/2009

     248,855  
  96,331   

PP&L Transition Bond Co. LLC
1999-1 A7
7.05% due 6/25/2009

     98,157  
  390,000   

Renaissance Home Equity Loan Tr.
2005-2 AF3
4.499% due 8/25/2035 (1)

     383,253  
      

Residential Asset Mtg. Prods., Inc.

        
  390,000   

2003-RZ4 A5
4.66% due 2/25/2032

     384,490  
  270,000   

2004-RS9 AII2
4.719% due 5/25/2034 (1)

     270,928  
  235,000   

2003-RS3 AI4
5.67% due 4/25/2033

     236,407  
  155,632   

Residential Funding Mtg. Secs.
2003-HS3 AI2
3.15% due 7/25/2018

     153,304  
  104,830   

SLMA Student Loan Tr.
2002-5 A4L
4.641% due 9/17/2018 (1)

     105,198  
      

Volkswagen Auto Lease Tr.

        
  350,000   

2004-A A4A
3.09% due 8/20/2010

     343,251  
Principal
Amount
    
        Value
    
 
                 
$ 327,232   

2005-A A2
3.52% due 4/20/2007

   $ 326,024  
  413,000   

World Omni Auto Receivables Tr.
2005-A A4
3.82% due 11/12/2011

     403,077  



      

Total Asset Backed Securities
(Cost $6,864,455)

     6,799,699  



                 
  Collateralized Mortgage Obligations — 10.2%  
$ 181,430   

Countrywide Alternative Loan Tr.
2005-14 1A1
3.30% due 5/25/2035 (1)

   $ 177,909  
  153,292   

Countrywide Home Loans
2002-19 1A1
6.25% due 11/25/2032

     153,673  
      

FHLMC

        
  315,000   

2598 QC
4.50% due 6/15/2027

     310,631  
  251,067   

1534 Z
5.00% due 6/15/2023

     248,555  
  234,064   

2500 TD
5.50% due 2/15/2016

     235,177  
  110,428   

20 H
5.50% due 10/25/2023

     111,057  
  140,061   

1650 J
6.50% due 6/15/2023

     142,397  
      

FNMA

        
  292,193   

2003-24 PU
3.50% due 11/25/2015

     281,844  
  260,000   

2005-39 CL
5.00% due 12/25/2021

     259,180  
  150,000   

2005-22 HK
5.00% due 11/25/2023

     149,118  
  307,000   

2003-13 ME
5.00% due 2/25/2026

     306,218  
  55,126   

2002-55 PC
5.50% due 4/25/2026

     55,064  
  63,821   

2001-51 PH
6.00% due 8/25/2030

     64,567  
  25,465   

GNMA
2002-93 NV
4.75% due 2/20/2032

     24,892  
  260,000   

Washington Mutual
2003-AR10 A4
4.067% due 10/25/2033 (1)

     257,208  



      

Total Collateralized Mortgage Obligations
(Cost $2,823,276)

     2,777,490  



                 
  Commercial Mortgage Backed Securities — 9.8%  
      

Chase Comm’l. Mtg. Secs. Corp.

        
$ 436,557   

1998-2 A2
6.39% due 11/18/2030

   $ 451,375  
  430,000   

1997-1 C
7.37% due 6/19/2029

     441,306  
  104,087   

GMAC Comm’l. Mtg. Secs., Inc.
1997-C1 A3
6.869% due 7/15/2029

     106,393  
  110,000   

1999-C2 A2
6.945% due 9/15/2033

     116,016  
  183,751   

Greenwich Capital Comm’l. Funding Corp. 2004-GG1 A2
3.835% due 6/10/2036

     180,290  

 


See notes to financial statements.

 

6    


n   The Guardian VC Low Duration Bond Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Principal
Amount
        Value  
                 
$ 250,000   

J.P. Morgan Comm’l. Mtg. Fin. Corp.
1997-C5 B
7.159% due 9/15/2029

   $ 257,255  
  121,254   

LB UBS Comm’l. Mtg. Tr.
2001-C3 A1
6.058% due 6/15/2020

     123,580  
  260,000   

Morgan Stanley Capital I
1999-RM1 E
6.982% due 12/15/2031 (1)

     273,732  
  322,788   

Mtg. Capital Funding, Inc.
1998-MC3 A2
6.337% due 11/18/2031

     330,355  
  396,000   

Salomon Brothers Mtg. Secs. VII, Inc.
2001-C2 A2
6.168% due 2/13/2010

     404,649  



      

Total Commercial Mortgage

Backed Securities

(Cost $2,755,894)

     2,684,951  



                 
  Corporate Bonds — 24.0%  
  Aerospace and Defense — 0.3%         
$ 96,000   

Raytheon Co.
4.50% due 11/15/2007

   $ 95,173  



  Automotive — 2.9%         
  300,000   

Daimler Chrysler NA Hldg.
4.75% due 1/15/2008

     297,263  
  200,000   

Ford Motor Credit Co.
6.875% due 2/1/2006

     199,570  
  300,000   

General Motors Acceptance Corp.
6.125% due 9/15/2006

     291,407  
           


              788,240  



  Chemicals — 0.7%         
  200,000   

Praxair, Inc.
4.75% due 7/15/2007

     200,161  



  Construction Machinery — 1.8%         
      

Caterpillar Financial Svcs.

        
  200,000   

2.625% due 1/30/2007

     195,396  
  200,000   

3.10% due 5/15/2007

     195,672  
  100,000   

John Deere Capital Corp.
3.625% due 5/25/2007

     98,267  
           


              489,335  



  Consumer Products — 0.7%         
  200,000   

Fortune Brands, Inc.
2.875% due 12/1/2006

     195,725  



  Energy — 1.7%         
  150,000   

Devon Energy Corp.
2.75% due 8/1/2006

     147,967  
  200,000   

Occidental Petroleum Corp.
4.00% due 11/30/2007

     196,180  
  111,750   

RAS Laffan Liquefied Natural Gas
3.437% due 9/15/2009†

     107,864  
           


              452,011  



  Entertainment — 1.0%         
  275,000   

AOL Time Warner, Inc.
6.15% due 5/1/2007

     278,412  



  Finance Companies — 4.7%         
      

Capital One Bank

        
  200,000   

4.25% due 12/1/2008

     195,363  
Principal
Amount
        Value  
                 
$ 325,000   

6.875% due 2/1/2006

   $ 325,524  
  300,000   

General Electric Capital Corp.
3.50% due 8/15/2007

     293,955  
  275,000   

MBNA America Bank NA
6.50% due 6/20/2006

     277,115  
  200,000   

Textron Financial Corp.
2.75% due 6/1/2006

     198,477  
           


              1,290,434  



  Financial — 0.6%         
  150,000   

Lehman Brothers Hldgs., Inc.
6.25% due 5/15/2006

     150,760  



  Media–Cable — 1.3%         
  200,000   

Comcast Cable Comm.
6.375% due 1/30/2006

     200,246  
  150,000   

Cox Comm., Inc.
7.75% due 8/15/2006

     152,155  
           


              352,401  



  Metals and Mining — 1.3%         
  350,000   

Steel Dynamics, Inc.
9.50% due 3/15/2009

     368,375  



  Natural Gas–Pipelines — 1.9%         
  275,000   

Enterprise Prod. Operating LP
4.00% due 10/15/2007

     269,254  
  250,000   

Sempra Energy
4.621% due 5/17/2007

     248,228  
           


              517,482  



  Railroads — 0.5%         
  150,000   

Union Pacific Corp.
6.40% due 2/1/2006

     150,161  



  Real Estate Investment Trust — 0.6%         
  155,000   

Avalon Bay Communities, Inc.
6.80% due 7/15/2006

     156,506  



  Services — 1.0%         
  275,000   

Cendant Corp.
6.875% due 8/15/2006

     277,823  



  Utilities–Electric and Water — 1.5%         
  250,000   

PSEG Power LLC
6.875% due 4/15/2006

     251,294  
  150,000   

Southern California Edison Co.
6.375% due 1/15/2006

     150,052  
           


              401,346  



  Wireline Communications — 1.5%         
  150,000   

France Telecom
7.20% due 3/1/2006 (1)

     150,601  
  250,000   

Sprint Capital Corp.
6.00% due 1/15/2007

     252,445  
           


              403,046  



      

Total Corporate Bonds
(Cost $6,671,206)

     6,567,391  



                 
  U.S. Government Securities — 29.2%  
  U.S. Government Agency Securities — 7.2%         
      

FHLMC

        
$ 415,000   

3.15% due 12/16/2008

   $ 397,162  
  290,000   

3.625% due 2/15/2008

     283,549  

 


See notes to financial statements.

 

     7


n   The Guardian VC Low Duration Bond Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Principal
Amount
        Value  
                 
$ 400,000   

4.00% due 8/17/2007

   $ 395,322  
      

FNMA

        
  500,000   

3.125% due 12/15/2007

     485,103  
  410,000   

4.50% due 12/1/2009

     402,676  
           


              1,963,812  



  U.S. Treasury Notes — 22.0%         
      

U.S. Treasury Notes

        
  965,000   

3.375% due 2/15/2008

     945,135  
  115,000   

3.75% due 5/15/2008

     113,365  
  1,240,000   

4.125% due 8/15/2008

     1,233,170  
  900,000   

4.25% due 10/31/2007

     897,363  
  175,000   

4.25% due 11/30/2007

     174,487  
  1,570,000   

4.375% due 11/15/2008

     1,570,245  
  1,100,000   

4.50% due 11/15/2010

     1,105,930  
           


              6,039,695  



      

Total U.S. Government Securities
(Cost $8,048,596)

     8,003,507  



                 
  Repurchase Agreement — 1.2%  
$ 322,000   

State Street Bank and Trust Co.

repurchase agreement,

dated 12/30/2005, maturity

value of $322,147 at

4.12%, due 1/3/2006 (2)
(Cost $322,000)

   $ 322,000  



 
 
Total Investments — 99.2%
(Cost $27,485,427)
     27,155,038  
 
 
Cash, Receivables, and Other Assets
Less Liabilities — 0.8%
     222,968  



  Net Assets — 100%    $ 27,378,006  



 

  Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to certain qualified buyers. At 12/31/2005, the aggregate market value of these securities amounted to $377,864 representing 1.4% of net assets of which $270,000 has been deemed liquid pursuant to the Fund’s liquidity procedures approved by the Board of Directors.
(1)   Floating rate note. The rate shown is the rate in effect at 12/31/2005.
(2)   The repurchase agreement is fully collateralized by $330,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $331,650.

 


See notes to financial statements.

 

8    


n   The Guardian VC Low Duration Bond Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

        

Investments, at market (cost $27,485,427)

   $ 27,155,038  

Cash

     842  

Receivable for securities sold

     1,131,689  

Receivable for fund shares sold

     224,499  

Interest receivable

     212,656  

Other assets

     600  
    


Total Assets

     28,725,324  
    


LIABILITIES

        

Payable for securities purchased

     1,309,679  

Accrued expenses

     26,460  

Payable for fund shares redeemed

     800  

Due to GIS

     10,379  
    


Total Liabilities

     1,347,318  
    


Net Assets

   $ 27,378,006  
    


COMPONENTS OF NET ASSETS

        

Capital stock, at par

   $ 2,792  

Additional paid-in capital

     27,957,422  

Undistributed net investment income

     3,528  

Accumulated net realized loss on investments

     (255,347 )

Net unrealized depreciation of investments

     (330,389 )
    


Net Assets

   $ 27,378,006  
    


Shares Outstanding — $0.001 par value

     2,792,182  

Net Asset Value Per Share

     $9.81  

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Interest

   $ 966,028  
    


Expenses:

        

Investment advisory fees — Note B

     116,602  

Custodian fees

     39,343  

Audit fees

     26,021  

Printing expense

     16,535  

Director’s fees — Note B

     2,601  

Other

     3,928  
    


Total Expenses

     205,030  
    


Net Investment Income

     760,998  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — Note C

        

Net realized loss on investments — Note A

     (227,342 )

Net change in unrealized depreciation
of investments — Note C

     (200,381 )
    


Net Realized and Unrealized Loss
on Investments

     (427,723 )
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 333,275  
    


 


See notes to financial statements.

 

     9


n   The Guardian VC Low Duration Bond Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 760,998        $ 369,465  

Net realized loss on investments

       (227,342 )        (23,645 )

Net change in unrealized appreciation/(depreciation) of investments

       (200,381 )        (173,824 )
      


    


Net Increase in Net Assets Resulting from Operations

       333,275          171,996  
      


    


Dividends to Shareholders from:

                     

Net investment income

       (760,325 )        (366,976 )
      


    


From Capital Share Transactions:

                     

Net increase in net assets from capital share transactions — Note G

       4,147,737          13,011,841  
      


    


Net Increase in Net Assets

       3,720,687          12,816,861  

NET ASSETS:

                     

Beginning of year

       23,657,319          10,840,458  
      


    


End of year*

     $ 27,378,006        $ 23,657,319  
      


    


*  Includes undistributed net investment income of:

     $ 3,528        $ 2,855  

 


See notes to financial statements.

 

10    


n   The Guardian VC Low Duration Bond Fund

 

Financial Highlights

 

Selected data for a share of capital stock outstanding throughout the periods indicated:

 

    Year Ended December 31,

   

Period from
August 28, 2003† to
December 31, 2003


 
    2005     2004    

Net asset value, beginning of period

  $9.97     $10.06     $10.00  


Income from investment operations:

                 

Net investment income

  0.28     0.18     0.03  

Net realized and unrealized gain/(loss) on investments

  (0.16 )   (0.09 )   0.07  


Net increase from investment operations

  0.12     0.09     0.10  


Dividends and distributions to shareholders from:

                 

Net investment income

  (0.28 )   (0.18 )   (0.03 )

Net realized gain on investments

          (0.01 )


Total dividends and distributions

  (0.28 )   (0.18 )   (0.04 )


Net asset value, end of period

  $9.81     $9.97     $10.06  


Total return*

  1.25 %   0.91 %   0.97 %(a)


Ratios/supplemental data:

                 

Net assets, end of period (000’s omitted)

  $27,378     $23,657     $10,840  

Ratio of expenses to average net assets

  0.79 %   0.81 %   1.74 %(b)

Ratio of net investment income to average net assets

  2.94 %   2.11 %   0.93 %(b)

Portfolio turnover rate

  109 %   90 %   92 %


 

  Commencement of operations.
*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
       Inclusion of such charges would reduce the total returns for all periods shown.
(a)   Not annualized.
(b)   Annualized.

 


See notes to financial statements.

 

     11


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian VC Low Duration Bond Fund (the Fund or GVLDBF) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

Shares of GVLDBF are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as certain mortgage-backed securities, restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of the GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D). Short-term debt securities with maturities of 60 days or less are valued on an amortized cost basis which approximates market value.

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily.

 

Foreign Currency Translation

 

GVLDBF is permitted to buy international securities that are not U.S. dollar denominated. GVLDBF’s books and records are maintained in U.S. dollars as follows:

 

(1)  The foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into U.S. dollars at the current rate of exchange.

 

(2)  Security purchases and sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

The resulting gains and losses are included in the Statement of Operations as follows:

 

Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Realized foreign exchange gains and losses, which result from changes in foreign exchange rates between the date on which GVLDBF earns dividends and interest or pays foreign withholding taxes or other expenses and the date on which U.S. dollar equivalent amounts are actually received or paid, are included in net realized gains or losses on foreign currency related transactions. Realized foreign exchange gains and losses which result from changes in foreign exchange rates between the trade and settlement dates on security and currency transactions are also included in net

 


 

12    


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

realized gains and losses on foreign currency related transactions. Net currency gains or losses from valuing other assets and liabilities denominated in foreign currency at the period end exchange rate are reflected in net change in unrealized appreciation or depreciation from translation of other assets and liabilities denominated in foreign currencies.

 

Futures Contracts

 

GVLDBF may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GVLDBF is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GVLDBF each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GVLDBF. The daily changes in the variation margin are recognized as unrealized gains or losses by GVLDBF. GVLDBF’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GVLDBF may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates, securities prices or prices of futures contracts move unexpectedly, GVLDBF may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GVLDBF. Net realized short-term and long-term capital gains for GVLDBF will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GVLDBF at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


2005

   $ 760,325

2004

     366,976

 

As of December 31, 2005, the components of accumulated losses on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Capital Loss Carryforward
(Including Post- October Loss)


    Unrealized
Depreciation


 
$ 3,528   $ (251,112 )   $ (334,624 )

 

Taxes

 

GVLDBF has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income (including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 

As of December 31, 2005, for federal income tax purposes, the Fund had a post-October capital loss and a capital loss carryforward as follows:

 

    Capital Loss
Carryforward


  Expiration
Date


    $ 15,848   2012
      220,126   2013
   

   
Total     235,974    
   

   

 

As of December 31, 2005, for federal income tax purposes, the Fund had a post-October capital loss of $15,138.

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains, and the recharacterization of foreign exchange gains or losses to either ordinary income or realized capital gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 0.45% of the average daily net assets of the Fund.

 


 

     13


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on relative their average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $33,852,528 and $27,754,981, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, at December 31, 2005 aggregated $5,819 and $340,443, respectively, resulting in net unrealized depreciation of $334,624. The cost of investments owned at December 31, 2005 for federal income tax purposes was $27,489,662.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GVLDBF will 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, GVLDBF maintains the right to sell the collateral and may claim any resulting loss against the seller.

 

Note E.   Reverse Repurchase Agreements

 

GVLDBF may enter into reverse repurchase agreements with banks or third party broker-dealers to borrow short-term funds. Interest on the value of reverse repurchase agreements issued and outstanding is based upon competitive market rates at the time of issuance. At the time GVLDBF enters into a reverse repurchase agreement, GVLDBF establishes and segregates cash, U.S. government securities or liquid, unencumbered securities that are marked-to-market daily. The value of such segregated assets must be at least equal to the value of the repurchase obligation (principal plus accrued interest), as applicable. Reverse repurchase agreements involve the risk that the buyer of the securities sold by GVLDBF may be unable to deliver the securities when GVLDBF seeks to repurchase them.

 

Note F.   Dollar Roll Transactions

 

GVLDBF may enter into dollar rolls (principally using TBA’s) in which GVLDBF sells mortgage securities for delivery in the current month and simultaneously contracts to repurchase similar securities at an agreed-upon price on a fixed date. The securities repurchased will bear the same interest as those sold, but generally will be collateralized at the time of delivery by different pools of mortgages with different prepayment histories than those securities sold. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on the securities sold. Dollar roll transactions involve the risk that the buyer of the securities sold by GVLDBF may be unable to deliver the securities when GVLDBF seeks to repurchase them. GVLDBF is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the “drop”), as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls may increase fluctuations in GVLDBF’s net asset value and may be viewed as a form of leverage.

 

Note G.   Transactions in Capital Stock

 

There are 100,000,000 shares of $0.001 par value capital stock authorized for GVLDBF. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     960,622        1,794,607        $ 9,549,032        $ 18,047,190  

Shares issued in reinvestment of dividends

     77,224        36,855          760,325          366,976  

Shares repurchased

     (619,309 )      (535,902 )        (6,161,620 )        (5,402,325 )


Net increase

     418,537        1,295,560        $ 4,147,737        $ 13,011,841  


 


 

14    


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Note H.   Line of Credit

 

A $100,000,000 line of credit available to GVLDBF and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year ended December 31, 2005, none of the funds borrowed against this line of credit.

 

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note I.   Management Information (Unaudited)

 

The directors and officers of GVLDBF are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Interested Directors*

                   
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.
Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Dennis J. Manning
81 Graenest Ridge Road
Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life subsidiaries.

 

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     15


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Disinterested Directors

                   
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust (9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.
Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).
William N. Goetzmann, Ph.D.
(1956)
  Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

16    


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H
New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.
Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios (20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     17


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number

of Funds

in the

Guardian

Fund

Complex

Overseen

by

Director

 

Other

Directorships

Robert G. Smith, Ph.D.
132 East 72nd Street, Apt. #1
New York, New York
10021
(1932)
  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice President and Secretary   Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since 1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

18    


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Richard A. Cumiskey
(1960)
  Chief Compliance Officer   Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing Director   Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager - Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager - Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23
Jonathan C. Jankus
(1947)
  Managing Director   Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20
Stewart M. Johnson
(1952)
  Senior Director   Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20
Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Frank L. Pepe
(1942)
  Vice President and Treasurer   Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     19


n   The Guardian VC Low Duration Bond Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Richard T. Potter, Jr.
(1954)
  Vice President and Counsel   Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing Director   Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25
Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

20    


n   The Guardian VC Low Duration Bond Fund

 

Report of Ernst & Young LLP,

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and Shareholders of The Guardian VC Low Duration Bond Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian VC Low Duration Bond Fund (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian VC Low Duration Bond Fund, a series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

     21


n   The Guardian VC Low Duration Bond Fund

 

Board Approval of Investment Management Agreements (Unaudited)

 

The Boards of Directors of The Guardian Variable Contract Funds, Inc. (“GVCF”), GIAC Funds, Inc. (“GIAC”), The Guardian Bond Fund, Inc. (“GBF” and a “Fund”) and The Guardian Cash Fund, Inc. (“GCF” and a “Fund”) (together, the series of GVCF and GIAC, and GBF and GCF are referred to as the “Funds,”) approved the renewal of the management agreement for each Fund and, as applicable, the subadvisory agreement for each Fund on November 17, 2005. As a part of the renewal process, the Boards of Directors of GVCF, GIAC, GBF and GCF met independently of Fund management and of the interested Board Members to consider the renewal of: (1) the management agreement (“Management Agreement”) between each of the Funds and Guardian Investor Services LLC (“GIS”) or as applicable, Guardian Baillie Gifford Limited (“GBG” and together with GIS, each referred to as a “Manager”); (2) as applicable, the subadvisory agreements (each a “Subadvisory Agreement”) between GBG and Baillie Gifford Overseas Limited (“BGO”) and the subadvisory agreements between GIS and UBS Global Asset Management (Americas) Inc. (“UBS” and together with BGO, each referred to as a “Subadvisor”). (The Management Agreements and the Subadvisory Agreements are together referred to as the “Advisory Agreements.”) As part of the review process, the Independent Directors were represented by independent legal counsel. The Independent Directors reviewed comprehensive materials received from the Managers, Subadvisors and independent counsel in connection with contract review. The Independent Directors noted that each Board also received regular information throughout the year regarding performance and operating results of each Fund and that in evaluating the Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Managers on matters relating to the Funds.

 

In preparation for the review process, the Independent Directors met with independent legal counsel and discussed the type and nature of information to be provided and sent a formal request for information to Fund management. The Managers and Subadvisors provided extensive information to all Board members in response to the request. Among other information, the Independent Directors reviewed materials to assess the services provided by each Manager and Subadvisor, and, as applicable, information comparing the performance, advisory fees and expense ratios of each Fund to other mutual funds, information about the profitability from the Advisory Agreements to the Managers and to the Subadvisors, information about economies of scale and information about the other benefits to the Managers and Subadvisors and their affiliates resulting from their relationship with the Funds (“fall-out benefits”). The Independent Directors reviewed comparative performance and management fee and expense ratios of peer groups of funds selected by Morningstar, Inc. (“Morningstar”). The Independent Directors also received a memorandum from independent legal counsel advising them of their duties and responsibilities in connection with the review of the Advisory Agreements. In preparation for the November 17th meeting, the Independent Directors met on November 3, 2005, to review and discuss with independent legal counsel the information provided by Morningstar.

 

Based upon their review, the Independent Directors concluded that it was in the best interest of each Fund to renew each relevant Advisory Agreement and, accordingly, recommended to the full Board of each Fund the renewal of each applicable Advisory Agreement. In reaching this conclusion for each Fund, the Independent Directors did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

Management Agreements

 

Nature, Quality and Extent of Services. In reviewing the nature, quality and extent of services provided by the Managers, the Independent Directors considered the services provided by each Manager under the Management Agreements, including administrative services. The Independent Directors considered the experience and skills of senior management responsible for fund operations, the experience and skills of the personnel performing the functions under each Management Agreement and the resources made available to such personnel, the ability of the Managers to attract and retain high-quality personnel, and the organizational depth of the Managers. The Independent Directors concluded that appropriate resources were provided under each Management Agreement. The Independent Directors also considered the delegation of day-to-day portfolio management responsibility to UBS with respect to the Guardian UBS VC Large Cap Value Fund and the Guardian UBS VC Small Cap Value Fund and to BGO with respect to the Baillie Gifford International Growth Fund and the Baillie Gifford Emerging Markets Fund and the Managers’ ability to supervise the activities of the Subadvisors. The Independent Directors concluded each Manager’s supervisory program was satisfactory. The Independent Directors also considered the compliance program established by the Managers and the level of compliance attained by the Managers. Further, the Independent Directors considered that each Manager has had a long-term relationship with the Funds and has demonstrated its past and future commitment to support the Funds. The Independent Directors concluded that a long-term relationship with a capable, conscientious adviser was in the best interest of each Fund. Based upon all relevant factors, the Independent Directors concluded that the nature, quality and extent of the services provided by the Managers to each applicable Fund were satisfactory.

 


 

22    


n   The Guardian VC Low Duration Bond Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and longer-term (three year, five year and ten year) periods, as applicable, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. The Independent Directors received comparative performance information prepared by Morningstar. The Independent Directors also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Independent Directors concluded that investment performance met acceptable levels of investment performance. For Funds that experienced underperformance, the Independent Directors reviewed the reasons for the underperformance and the remedial measures taken by the Manager to improve performance. The Independent Directors concluded that the Managers have in place an effective process to monitor performance and that reasonable steps had been implemented to address circumstances of underperformance where appropriate. Therefore, the Independent Directors concluded that it was in the best interests of the Funds to renew the Management Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s management fees and net expense ratios. The Independent Directors received information, based on data supplied by Morningstar, comparing each Fund’s management fee rates and total net expense ratio to advisory fees and total net expense ratios of the mutual funds in its peer group (as selected by Morningstar). The Independent Directors also received and considered information on fee waivers and/or reimbursements for each Fund compared to those of its peer group. The Independent Directors noted that a number of the Funds have received fee waivers for many years and that such fee waivers remained current through the time of the review process.

 

The Independent Directors also compared each Fund’s management fee rates to fees charged by the Manager for comparable mutual funds. For each Fund, the Independent Directors reviewed the fees charged by other advisors for mutual funds in the Fund’s peer group. GIS provided information on the advisory fees it charges its two institutional accounts and noted the information was not comparable with the Funds because the investment objectives and management style of the institutional accounts were very different than those of the Funds. GBG has no clients other than the Funds.

 

On the basis of all information provided, the Independent Directors concluded that the management fee schedules for each Fund were reasonable and appropriate in light of the nature, quality and extent of services provided by the Manager.

 

Profitability. The Independent Directors reviewed detailed information regarding revenues received by each Manager under each Management Agreement, including identification of the estimated direct and indirect costs of the Managers of providing those services to each Fund that are covered under the Management Agreements. The Independent Directors also received information regarding the enterprise-wide profitability of the Managers with respect to all fund services in totality.

 

For all Funds, based upon the profitability percentage provided, the Independent Directors concluded that the profitability to the applicable Manager from the management of each Fund was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund and the Guardian Cash Fund had management fee schedules that each contained one breakpoint. The Independent Directors also considered whether the effective management fee rate for each Fund under the Management Agreement is reasonable in relation to the asset size of such Fund. The Independent Directors noted GIS’s representation that it did not anticipate that the Funds would experience any significant economies in the near future, given their asset size. The Independent Directors concluded that, in light of the Funds’ current asset levels, the fee schedule for each Fund reflects an appropriate level of sharing of any economies of scale.

 

Other Benefits to Manager. The Independent Directors also considered the character and amount of other incidental benefits received by the Managers and their affiliates as a result of their relationship with the Funds. The Independent Directors noted the Managers’ representation that each has the ability to obtain proprietary research as a result of the Funds’ brokerage business that may be used for the benefit of the Funds and other clients of the Managers. The Independent Directors concluded that management fees for each Fund were reasonable in light of these fall-out benefits.

 

Specific Fund Findings

 

The Guardian VC Low Duration Bond Fund

 

In determining to recommend renewal of the Management Agreement, the Independent Directors noted the underperformance of the Fund relative to its peer group during the one-year period reviewed, but concluded that a longer than one-year period was

 


 

     23


n   The Guardian VC Low Duration Bond Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

needed to assess performance. Given their conclusion that the management fee rate was within an acceptable range of the peer group’s median, the Independent Directors determined that it was appropriate to renew the Management Agreement.

 

Overall Conclusions

 

Based upon all of the information considered and the conclusions reached, the Independent Directors determined that the terms of each Advisory Agreement continue to be fair and reasonable and that the continuation of each Advisory Agreement is in the best interests of each Fund.

 


 

24    


n   The Guardian VC Low Duration Bond Fund

 

Shareholder Voting Summary (Unaudited)

 

November 15, 2005

 

On November 15, 2005, a Special Shareholder Meeting of the Fund was held at which the eleven Directors, identified below, were elected (Proposal No. 1) and the sub-proposals in Proposal No. 2, as described in the Proxy Statement, were approved. The following is a report of the votes cast:

 

Proposal No. 1

 

Election of the Eleven Nominees for Director:

 

NOMINEE


   FOR

   WITHHELD

   TOTAL

DIRECTORS

              

Kathleen C. Cuocolo

   76,165,969.554    1,858,569.914    78,024,539.468

Frank J. Fabozzi

   76,176,372.381    1,848,167.087    78,024,539.468

Arthur V. Ferrara

   75,994,827.909    2,029,711.559    78,024,539.468

Leo R. Futia

   75,817,210.074    2,207,329.394    78,024,539.468

William N. Goetzmann

   76,164,019.071    1,860,520.397    78,024,539.468

Anne M. Goggin

   76,112,215.256    1,912,324.212    78,024,539.468

William W. Hewitt

   75,933,986.870    2,090,552.598    78,024,539.468

Sidney I. Lirtzman

   75,898,936.066    2,125,603.402    78,024,539.468

Dennis H. Manning

   76,179,952.757    1,844,586.711    78,024,539.468

Steven J. Paggioli

   76,173,796.441    1,850,743.027    78,024,539.468

Robert G. Smith

   75,972,333.669    2,052,205.799    78,024,539.468

 

Proposal No. 2

 

Approving an amendment to, or the elimination of, the Fund's fundamental investment restriction, as described in the Proxy Statement, with respect to the following:

 

SUB-PROPOSALS


   FOR

   AGAINST

   ABSTAIN

   TOTAL

2(a)      Diversification of investments;

   2,469,134.634    135,448.419    91,250.091    2,695,833.144

2(b)      Borrowing;

   2,469,134.634    135,448.419    91,250.091    2,695,833.144

2(c)      Issuing senior securities;

   2,469,134.634    135,448.419    91,250.091    2,695,833.144

2(d)      Concentration of investments in the same industry;

   2,469,134.634    135,448.419    91,250.091    2,695,833.144

2(e)      Investments in real estate

   2,469,134.634    135,448.419    91,250.091    2,695,833.144

2(h)      Making loans, and

   2,469,134.634    135,448.419    91,250.091    2,695,833.144

2(m)     Pledging, mortgaging or hypothecating its assets.

   2,469,134.634    135,448.419    91,250.091    2,695,833.144

 


 

     25


n   The Guardian VC Low Duration Bond Fund

 

Proxy Voting Policies and Procedures (Unaudited)

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2005, is available free of charge upon request by logging on to www.guardianinvestor.com or the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

 

Form N-Q (Unaudited)

 

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each year on the Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov, and can be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Code of Ethics (Unaudited)

 

The Fund has adopted a code of ethics for its Principal Executive Officer and Principal Financial Officers (the “Code”). The purpose of the Code is to promote, among other things: honest and ethical conduct, including the handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC; and compliance with applicable laws and regulations. A copy of the Code has been filed with the SEC on Form N-CSR and can be obtained on the SEC’s website at www.sec.gov.

 

Copies of all of the above can be obtained free of charge by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 


 

26    


n   The Guardian UBS VC Large Cap Value Fund

 

Annual Report
To Contractowners


 

LOGO

 

John Leonard,

Lead Portfolio Manager

 

Objective:

Seeks to maximize total return, consisting of capital appreciation and current income

 

Portfolio:

At least 80% in equity securities issued by companies with a large market capitalization at the time of purchase

 

Inception Date:

February 3, 2003

 

Net Assets at December 31, 2005:

$58,104,232

 


 

An Update from Fund Management

 

For the year ending December 31, 2005, The Guardian UBS VC Large Cap Value Fund had a total return of 9.63% versus a return of 7.05% for its benchmark, the Russell 1000 Value Index.

 

Energy was the big story of 2005. During a record-setting hurricane season, Hurricanes Katrina and Rita devastated the United States’ Gulf Coast, forcing the evacuation of New Orleans and shutting down a significant portion of the country’s oil-refining capacity. Shortly after Katrina made landfall, oil prices jumped to a record-high $70 a barrel, while at the pump, unleaded gasoline broke the $3.00-a-gallon mark in many states. Many economic forecasters expected the worst in the wake of the hurricanes—namely, that the higher cost of energy would act as a brake on the economy—but data showed the economy to be surprisingly resilient. Unemployment, despite a spike in jobless claims related to workers displaced by the hurricanes, remained low throughout the year. Gross domestic product (GDP) growth averaged more than 3.7% for the first three quarters of 2005, inflation continued to be low, corporate earnings remained robust and consumer confidence, after plunging in the third quarter, made up for those declines to finish the year on a high note.

 

During the year, the bulk of the Fund’s outperformance compared to the benchmark was attributible to stock selection. On a sector level, both energy and equity REITs (in which the portfolio had an underweight position throughout the year) detracted from returns. On the other hand, the Fund’s positions in construction and real property, grocery stores and medical services all contributed to returns.

 

Our investment research focuses on identifying discrepancies between a security’s fundamental or intrinsic value and its observed market price. For each stock under our analysis we discount to the present all future cash flows that we believe will accrue to an investor, incorporating our analyst team’s considerations of company management, competitive advantage and each company’s core competencies. These value estimates are then compared to current market prices and ranked against the other stocks in our valuation universe. The Fund is constructed by focusing on those stocks that rank in the top 20% based on their valuation estimates and takes into account market sensitivity, common characteristic exposures and industry weightings.

 

The views expressed above are those of the Fund’s portfolio manager(s) as of December 31, 2005 and are subject to change without notice. They do not necessarily represent the views of UBS Global Asset Management (Americas) Inc. or Guardian Investor Services LLC. The views expressed herein are based on current market conditions and are not intended to predict or guarantee the future performance of any Fund, any individual security, any market or market segment. The composition of each Fund’s portfolio is subject to change. No recommendation is made with respect to any security discussed herein.


About information in this report:

 

  It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested.

 

  The Russell 1000 Value Index offers investors access to the large-cap value segment of the U.S. equity universe. The Russell 1000 Value is constructed to provide a comprehensive and unbiased barometer of the large-cap value market. Based on ongoing empirical research of investment manager behavior, the methodology used to determine growth probability approximates the aggregate large-cap value manager’s opportunity set. Index returns are provided for comparative purposes. Please note that the index is unmanaged and not available for direct investment and its returns do not reflect the fees and expenses that have been deducted from the Fund.

 


 

THE GUARDIAN UBS VC LARGE CAP VALUE FUND    1


n   The Guardian UBS VC Large Cap Value Fund

 

Annual Report
To Contractowners


 

Top Ten Holdings  (As of 12/31/2005)

 

Company      Percentage of
Total Net Assets
 

Citigroup, Inc.

     6.01 %

Wells Fargo & Co.

     4.18 %

Morgan Stanley

     3.89 %

J.P. Morgan Chase & Co.

     3.76 %

Exxon Mobil Corp.

     3.51 %

American Int’l. Group, Inc.

     3.39 %

S&P Depositary Receipts Trust Series I

     3.28 %

Marathon Oil Corp.

     3.23 %

Sprint Nextel Corp.

     2.91 %

Federal Home Loan Mortgage Corp.

     2.64 %

 

Sector Weightings vs. Index  (As of 12/31/2005)

 

LOGO

 

Average Annual Total Returns  (For periods ended 12/31/2005)

 

    

1

Yr

   5
Yrs
   10
Yrs
  

Since Inception

2/3/2003

The Guardian UBS VC Large Cap Value Fund

   9.63%          18.71%

Russell 1000 Value Index

   7.05%          18.84%
    
  
  
  

 


All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

 

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. 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. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units.

 


 

2   THE GUARDIAN UBS VC LARGE CAP VALUE FUND


n   The Guardian UBS VC Large Cap Value Fund

 

Annual Report
To Contractowners


 

Growth of a Hypothetical $10,000 Investment

 

To give you a comparison, the chart below shows the performance of a hypothetical $10,000 investment made in the Fund and the Russell 1000 Value Index. Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

 

LOGO

 

Fund Expenses

 

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example 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 underlying funds.

 

The example is based on an investment of $1,000 invested on July 1, 2005 and held for six months ended December 31, 2005.

 

Actual Expenses

 

The first line in the table provides information about actual account values and actual expenses. You may use the information in this row, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 


 

THE GUARDIAN UBS VC LARGE CAP VALUE FUND    3


n   The Guardian UBS VC Large Cap Value Fund

 

Annual Report
To Contractowners


 

Hypothetical Example for Comparison Purposes

 

The second line in 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 and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

 

       Beginning
Account
Value
July 1, 2005
     Ending
Account
Value
Dec. 31, 2005
     Expenses
Paid During
Period*
     Annualized
Expense
Ratio

Actual

     $ 1,000.00      $ 1,074.20      $ 5.33      1.02%

Hypothetical (5% return before expenses)

     $ 1,000.00      $ 1,020.06      $ 5.19      1.02%

 

*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year).

 


 

4   THE GUARDIAN UBS VC LARGE CAP VALUE FUND


n   The Guardian UBS VC Large Cap Value Fund

 

Schedule of Investments

 

December 31, 2005

 

Shares         Value
             
Common Stocks — 95.4%       
Aerospace and Defense — 3.1%       
16,700   

Lockheed Martin Corp.

   $ 1,062,621
11,900   

Northrop Grumman Corp.

     715,309
         

            1,777,930

Air Freight and Logistics — 1.7%       
9,800   

FedEx Corp.

     1,013,222

Auto Components — 2.8%       
8,900   

BorgWarner, Inc.

     539,607
14,600   

Johnson Controls, Inc.

     1,064,486
         

            1,604,093

Automobiles — 0.8%       
8,900   

Harley-Davidson, Inc.

     458,261

Beverages — 1.2%       
16,100   

Anheuser-Busch Cos., Inc.

     691,656

Biotechnology — 1.3%       
11,600   

Cephalon, Inc.*

     750,984

Building Products — 1.6%       
30,500   

Masco Corp.

     920,795

Capital Markets — 7.4%       
39,200   

Mellon Financial Corp.

     1,342,600
39,800   

Morgan Stanley

     2,258,252
14,100   

Northern Trust Corp.

     730,662
         

            4,331,514

Commercial Banks — 10.1%       
21,658   

Bank of America Corp.

     999,516
35,900   

Fifth Third Bancorp

     1,354,148
17,700   

PNC Financial Svcs. Group

     1,094,391
38,700   

Wells Fargo & Co.

     2,431,521
         

            5,879,576

Commercial Services and Supplies — 0.9%       
31,500   

Cendant Corp.

     543,375

Diversified Financial Services — 9.8%       
72,000   

Citigroup, Inc.

     3,494,160
55,000   

J.P. Morgan Chase & Co.

     2,182,950
         

            5,677,110

Diversified Telecommunication Services — 1.8%       
42,800   

AT & T, Inc.

     1,048,172

Electric Utilities — 6.5%       
29,300   

American Electric Power, Inc.

     1,086,737
27,000   

Exelon Corp.

     1,434,780
14,500   

FirstEnergy Corp.

     710,355
23,300   

Pepco Hldgs., Inc.

     521,221
         

            3,753,093

Energy Equipment and Services — 1.8%       
6,300   

Baker Hughes, Inc.

     382,914
13,500   

GlobalSantaFe Corp.

     650,025
         

            1,032,939

Food and Staples Retailing — 3.5%       
25,900   

Costco Wholesale Corp.

     1,281,273
39,500   

Kroger Co.*

     745,760
         

            2,027,033

Health Care Providers and Services — 4.0%       
5,500   

Caremark Rx, Inc.*

     284,845
15,000   

Medco Health Solutions, Inc.*

     837,000
Shares         Value
             
19,000   

UnitedHealth Group, Inc.

   $ 1,180,660
         

            2,302,505

Information Technology Services — 1.2%       
24,700   

Accenture Ltd. — Class A

     713,089

Insurance — 5.2%       
28,900   

American Int’l. Group, Inc.

     1,971,847
12,200   

Hartford Financial Svcs. Group, Inc.

     1,047,858
         

            3,019,705

Internet and Catalog Retail — 1.4%       
33,600   

Expedia, Inc.*

     805,056

Machinery — 2.1%       
14,000   

Illinois Tool Works, Inc.

     1,231,860

Media — 5.1%       
2,275   

CCE Spinco, Inc.*

     29,802
18,200   

Clear Channel Comm., Inc.

     572,390
14,100   

Omnicom Group, Inc.

     1,200,333
35,100   

The DIRECTV Group, Inc.*

     495,612
22,500   

Univision Comm., Inc. — Class A*

     661,275
         

            2,959,412

Multi–Utilities — 1.5%       
15,200   

NiSource, Inc.

     317,072
12,600   

Sempra Energy

     564,984
         

            882,056

Oil, Gas and Consumable Fuels — 6.7%       
36,300   

Exxon Mobil Corp.

     2,038,971
30,800   

Marathon Oil Corp.

     1,877,876
         

            3,916,847

Pharmaceuticals — 4.2%       
22,000   

Bristol-Myers Squibb Corp.

     505,560
9,100   

Johnson & Johnson

     546,910
30,000   

Wyeth

     1,382,100
         

            2,434,570

Road and Rail — 2.1%       
16,900   

Burlington Northern Santa Fe

     1,196,858

Software — 2.1%       
47,700   

Microsoft Corp.

     1,247,355

Thrifts and Mortgage Finance — 2.6%       
23,500   

Federal Home Loan Mortgage Corp.

     1,535,725

Wireless Telecommunication Services — 2.9%       
72,374   

Sprint Nextel Corp.

     1,690,657

    

Total Common Stocks
(Cost $42,672,882)

     55,445,448

 
Exchange-Traded Fund — 3.3%
15,300   

S&P Depositary Receipts Trust Series I
exp. 12/31/2099
(Cost $1,901,943)

   $ 1,905,003

 


See notes to financial statements.

 

     5


n   The Guardian UBS VC Large Cap Value Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Principal
Amount
        Value
               
  Repurchase Agreement — 1.3%
$ 732,000   

State Street Bank and Trust Co.

repurchase agreement,

dated 12/30/2005, maturity

value of $732,335 at

4.12%, due 1/3/2006 (1)
(Cost $732,000)

   $ 732,000


 
 
Total Investments — 100.0%
(Cost $45,306,825)
     58,082,451
 
 
Cash, Receivables, and Other Assets
Less Liabilities — 0.0%
     21,781


  Net Assets — 100%    $ 58,104,232


 

*   Non-income producing security.
(1)   The repurchase agreement is fully collateralized by $745,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $748,725.

 


See notes to financial statements.

 

6    


n   The Guardian UBS VC Large Cap Value Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

      

Investments, at market (cost $45,306,825)

   $ 58,082,451

Cash

     825

Dividends receivable

     76,009

Receivable for fund shares sold

     14,872

Interest receivable

     168

Other assets

     1,553
    

Total Assets

     58,175,878
    

LIABILITIES

      

Accrued expenses

     30,330

Payable for fund shares redeemed

     390

Due to GIS

     40,926
    

Total Liabilities

     71,646
    

Net Assets

   $ 58,104,232
    

COMPONENTS OF NET ASSETS

      

Capital stock, at par

   $ 4,658

Additional paid-in capital

     44,477,509

Undistributed net investment income

     3,514

Accumulated net realized gain on investments

     842,925

Net unrealized appreciation of investments

     12,775,626
    

Net Assets

   $ 58,104,232
    

Shares Outstanding — $0.001 Par Value

     4,657,728

Net Asset Value Per Share

     $12.47

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Dividends

   $ 1,306,187  

Interest

     28,321  
    


Total Income

     1,334,508  
    


Expenses:

        

Investment advisory fees — Note B

     496,952  

Custodian fees

     55,228  

Audit fees

     23,928  

Printing expense

     19,527  

Directors’ fees — Note B

     6,885  

Other

     9,204  
    


Total Expenses

     611,724  
    


Net Investment Income

     722,784  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — NOTE C

        

Net realized gain on investments — Note A

     7,969,413  

Net change in unrealized appreciation
of investments — Note C

     (3,610,213 )
    


Net Realized and Unrealized Gain
on Investments

     4,359,200  
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 5,081,984  
    


 


See notes to financial statements.

 

     7


n   The Guardian UBS VC Large Cap Value Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 722,784        $ 699,003  

Net realized gain on investments

       7,969,413          4,177,003  

Net change in unrealized appreciation of investments

       (3,610,213 )        3,715,505  
      


    


Net Increase in Net Assets Resulting from Operations

       5,081,984          8,591,511  
      


    


Dividends and Distributions to Shareholders from:

                     

Net investment income

       (747,978 )        (674,304 )

Net realized gain on investments

       (7,973,280 )        (5,211,406 )
      


    


Total Dividends and Distributions to Shareholders

       (8,721,258 )        (5,885,710 )
      


    


From Capital Share Transactions:

                     

Net increase/(decrease) in net assets from capital share transactions — Note E

       (12,151,920 )        12,696,658  
      


    


Net Increase/(Decrease) in Net Assets

       (15,791,194 )        15,402,459  

NET ASSETS:

                     

Beginning of year

       73,895,426          58,492,967  
      


    


End of year*

     $ 58,104,232        $ 73,895,426  
      


    


*  Includes undistributed net investment income of:

     $ 3,514        $ 28,708  

 


See notes to financial statements.

 

8    


n   The Guardian UBS VC Large Cap Value Fund

 

Financial Highlights

 

Selected data for a share of capital stock outstanding throughout the periods indicated:

 

    Year Ended
December 31,


    Period from
February 3, 2003†
to December 31, 2003


 
    2005     2004    

Net asset value, beginning of period

  $13.35     $12.82     $10.00  


Income from investment operations:

                 

Net investment income

  0.19     0.14     0.14  

Net realized and unrealized gain on investments

  1.09     1.57     3.06  


Net increase from investment operations

  1.28     1.71     3.20  


Dividends and distributions to shareholders from:

                 

Net investment income

  (0.19 )   (0.14 )   (0.14 )

Net realized gain on investments

  (1.97 )   (1.04 )   (0.24 )


Total dividends and distributions

  (2.16 )   (1.18 )   (0.38 )


Net asset value, end of period

  $12.47     $13.35     $12.82  


Total return*

  9.63 %   13.74 %   32.07 %(a)


Ratios/supplemental data:

                 

Net assets, end of period (000’s omitted)

  $58,104     $73,895     $58,493  

Ratio of expenses to average net assets

  1.02 %   0.97 %   1.08 %(b)

Ratio of net investment income
to average net assets

  1.21 %   1.12 %   1.27 %(b)

Portfolio turnover rate

  40 %   41 %   48 %


 

  Commencement of operations.
*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
     Inclusion of such charges would reduce the total returns for all periods shown.
(a)   Not annualized.
(b)   Annualized.

 


See notes to financial statements.

 

     9


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian UBS VC Large Cap Value Fund (the Fund or GLCVF) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

Shares of GLCVF are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Securities listed on national securities exchanges are valued at the last sale price on such exchanges, or if no sale occurred, at the mean of the closing bid and asked prices. Securities that are traded on the NASDAQ National Securities Market are valued at the NASDAQ Official Closing Price.

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D).

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily. Dividend income is recorded on the ex-dividend date.

 

Foreign Currency Translation

 

GLCVF is permitted to buy international securities that are not U.S. dollar denominated. GLCVF’s books and records are maintained in U.S. dollars as follows:

 

(1)   The foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into U.S. dollars at the current rate of exchange.

 

(2)   Security purchases and sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

The resulting gains and losses are included in the Statement of Operations as follows:

 

Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Realized foreign exchange gains and losses, which result from changes in foreign exchange rates between the date on which GLCVF earns dividends and interest or pays foreign withholding taxes or other expenses and the date on which U.S. dollar equivalent amounts are actually received or paid, are included in net realized gains or losses on foreign currency related transactions. Realized foreign

 


 

10    


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

exchange gains and losses which result from changes in foreign exchange rates between the trade and settlement dates on security and currency transactions are also included in net realized gains and losses on foreign currency related transactions. Net currency gains and losses from valuing other assets and liabilities denominated in foreign currency at the period end exchange rate are reflected in net change in unrealized appreciation or depreciation from translation of other assets and liabilities denominated in foreign currencies.

 

Forward Foreign Currency Contracts

 

GLCVF may enter into forward foreign currency contracts in connection with planned purchases or sales of securities, or to hedge against changes in currency exchange rates affecting the values of its investments that are denominated in a particular currency. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Fluctuations in the value of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by GLCVF. When forward contracts are closed, GLCVF will record realized gains or losses equal to the difference between the values of such forward contracts at the time each was opened and the values at the time each was closed. Such amounts are recorded in net realized gains or losses on foreign currency related transactions. GLCVF will not enter into a forward foreign currency contract if such contract would obligate it to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency.

 

Futures Contracts

 

GLCVF may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GLCVF is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GLCVF each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GLCVF. The daily changes in the variation margin are recognized as unrealized gains or losses by GLCVF. GLCVF’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GLCVF may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates, securities prices or prices of futures contracts move unexpectedly, GLCVF may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GLCVF. Net realized short-term and long-term capital gains for GLCVF will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GLCVF at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends and distributions paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


   Long-Term
Capital Gain


   Total

2005

   $ 2,144,666    $ 6,576,592    $ 8,721,258

2004

     3,326,669      2,559,041      5,885,710

 

As of December 31, 2005, the components of distributable earnings on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Long-Term
Gain


  Unrealized
Appreciation


$ 37,268   $ 883,366   $ 12,701,431

 

Taxes

 

GLCVF has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income (including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income

 


 

     11


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains, and the recharacterization of foreign exchange gains or losses to either ordinary income or realized capital gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 0.83% of the average daily net assets of the Fund. GIS has entered into a sub-investment advisory agreement with UBS Global Asset Management (Americas), Inc. (UBS Global AM). UBS Global AM is responsible for the day-to-day management of GLCVF. GIS continually monitors and evaluates the performance of UBS Global AM. As compensation for its services, GIS pays UBS Global AM at an annual rate of 0.43% of GLCVF’s average daily net assets. Payment of sub-investment advisory fees does not represent a separate or additional expense to GLCVF.

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $23,932,073 and $43,316,393, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, at December 31, 2005 aggregated $13,189,890 and $488,459, respectively, resulting in net unrealized appreciation of $12,701,431. The cost of investments owned at December 31, 2005 for federal income tax purposes was $45,381,020.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GLCVF will 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, GLCVF maintains the right to sell the collateral and may claim any resulting loss against the seller.

 

Note E.   Transactions in Capital Stock

 

There are 100,000,000 shares of $0.001 par value capital stock authorized for GLCVF. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     603,899        756,276        $ 8,086,451        $ 9,849,542  

Shares issued in reinvestment of dividends and distributions

     689,327        450,427          8,721,258          5,885,710  

Shares repurchased

     (2,172,377 )      (234,205 )        (28,959,629 )        (3,038,594 )


Net increase/decrease

     (879,151 )      972,498        $ (12,151,920 )      $ 12,696,658  


 


 

12    


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Note F.   Line of Credit

 

A $100,000,000 line of credit available to GLCVF and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year ended December 31, 2005, none of the funds borrowed against this line of credit.

 

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note G.   Management Information (Unaudited)

 

The directors and officers of GLCVF are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships

Interested Directors*

                   
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.
Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Dennis J. Manning
81 Graenest Ridge Road
Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life Subsidiaries.

 

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     13


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships

Disinterested Directors

                   
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust (9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.
Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).
William N. Goetzmann, Ph.D.
(1956)
  Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

14    


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.
Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios (20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     15


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
Robert G. Smith, Ph.D.
132 East 72nd Street, Apt. #1 New York, New York
10021
(1932)
  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number of Funds
in the
Guardian Fund
Complex for which
Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice
President and
Secretary
  Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since 1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

16    


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number of Funds
in the
Guardian Fund
Complex for which
Officer Serves
Richard A. Cumiskey
(1960)
  Chief
Compliance
Officer
  Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing
Director
  Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager — Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager — Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23
Jonathan C. Jankus
(1947)
  Managing Director   Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20
Stewart M. Johnson
(1952)
  Senior Director   Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20
Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     17


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number of Funds
in the
Guardian Fund
Complex for which
Officer Serves
Frank L. Pepe
(1942)
  Vice President
and Treasurer
  Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25
Richard T. Potter, Jr.
(1954)
  Vice President
and Counsel
  Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing
Director
  Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

18    


n   The Guardian UBS VC Large Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number of Funds
in the
Guardian Fund
Complex for which
Officer Serves
Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     19


n   The Guardian UBS VC Large Cap Value Fund

 

Report of Ernst & Young LLP,

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and

Shareholders of The Guardian UBS VC Large Cap Value Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian UBS VC Large Cap Value Fund, (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian UBS VC Large Cap Value Fund, a series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

20    


n   Guardian UBS VC Large Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited)

 

The Boards of Directors of The Guardian Variable Contract Funds, Inc. (“GVCF”), GIAC Funds, Inc. (“GIAC”), The Guardian Bond Fund, Inc. (“GBF” and a “Fund”) and The Guardian Cash Fund, Inc. (“GCF” and a “Fund”) (together, the series of GVCF and GIAC, and GBF and GCF are referred to as the “Funds,”) approved the renewal of the management agreement for each Fund and, as applicable, the subadvisory agreement for each Fund on November 17, 2005. As a part of the renewal process, the Boards of Directors of GVCF, GIAC, GBF and GCF met independently of Fund management and of the interested Board Members to consider the renewal of: (1) the management agreement (“Management Agreement”) between each of the Funds and Guardian Investor Services LLC (“GIS”) or as applicable, Guardian Baillie Gifford Limited (“GBG” and together with GIS, each referred to as a “Manager”); (2) as applicable, the subadvisory agreements (each a “Subadvisory Agreement”) between GBG and Baillie Gifford Overseas Limited (“BGO”) and the subadvisory agreements between GIS and UBS Global Asset Management (Americas) Inc. (“UBS” and together with BGO, each referred to as a “Subadvisor”). (The Management Agreements and the Subadvisory Agreements are together referred to as the “Advisory Agreements.”) As part of the review process, the Independent Directors were represented by independent legal counsel. The Independent Directors reviewed comprehensive materials received from the Managers, Subadvisors and independent counsel in connection with contract review. The Independent Directors noted that each Board also received regular information throughout the year regarding performance and operating results of each Fund and that in evaluating the Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Managers on matters relating to the Funds.

 

In preparation for the review process, the Independent Directors met with independent legal counsel and discussed the type and nature of information to be provided and sent a formal request for information to Fund management. The Managers and Subadvisors provided extensive information to all Board members in response to the request. Among other information, the Independent Directors reviewed materials to assess the services provided by each Manager and Subadvisor, and, as applicable, information comparing the performance, advisory fees and expense ratios of each Fund to other mutual funds, information about the profitability from the Advisory Agreements to the Managers and to the Subadvisors, information about economies of scale and information about the other benefits to the Managers and Subadvisors and their affiliates resulting from their relationship with the Funds (“fall-out benefits”). The Independent Directors reviewed comparative performance and management fee and expense ratios of peer groups of funds selected by Morningstar, Inc. (“Morningstar”). The Independent Directors also received a memorandum from independent legal counsel advising them of their duties and responsibilities in connection with the review of the Advisory Agreements. In preparation for the November 17th meeting, the Independent Directors met on November 3, 2005, to review and discuss with independent legal counsel the information provided by Morningstar.

 

Based upon their review, the Independent Directors concluded that it was in the best interest of each Fund to renew each relevant Advisory Agreement and, accordingly, recommended to the full Board of each Fund the renewal of each applicable Advisory Agreement. In reaching this conclusion for each Fund, the Independent Directors did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

Management Agreements

 

Nature, Quality and Extent of Services. In reviewing the nature, quality and extent of services provided by the Managers, the Independent Directors considered the services provided by each Manager under the Management Agreements, including administrative services. The Independent Directors considered the experience and skills of senior management responsible for fund operations, the experience and skills of the personnel performing the functions under each Management Agreement and the resources made available to such personnel, the ability of the Managers to attract and retain high-quality personnel, and the organizational depth of the Managers. The Independent Directors concluded that appropriate resources were provided under each Management Agreement. The Independent Directors also considered the delegation of day-to-day portfolio management responsibility to UBS with respect to the Guardian UBS VC Large Cap Value Fund and the Guardian UBS VC Small Cap Value Fund and to BGO with respect to the Baillie Gifford International Growth Fund and the Baillie Gifford Emerging Markets Fund and the Managers’ ability to supervise the activities of the Subadvisors. The Independent Directors concluded each Manager’s supervisory program was satisfactory. The Independent Directors also considered the compliance program established by the Managers and the level of compliance attained by the Managers. Further, the Independent Directors considered that each Manager has had a long-term relationship with the Funds and has demonstrated its past and future commitment to support the Funds. The Independent Directors concluded that a long-term relationship with a capable, conscientious adviser was in the best interest of each Fund. Based upon all relevant factors, the Independent Directors concluded that the nature, quality and extent of the services provided by the Managers to each applicable Fund were satisfactory.

 


 

     21


n   Guardian UBS VC Large Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and longer-term (three year, five year and ten year) periods, as applicable, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. The Independent Directors received comparative performance information prepared by Morningstar. The Independent Directors also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Independent Directors concluded that investment performance met acceptable levels of investment performance. For Funds that experienced underperformance, the Independent Directors reviewed the reasons for the underperformance and the remedial measures taken by the Manager to improve performance. The Independent Directors concluded that the Managers have in place an effective process to monitor performance and that reasonable steps had been implemented to address circumstances of underperformance where appropriate. Therefore, the Independent Directors concluded that it was in the best interests of the Funds to renew the Management Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s management fees and net expense ratios. The Independent Directors received information, based on data supplied by Morningstar, comparing each Fund’s management fee rates and total net expense ratio to advisory fees and total net expense ratios of the mutual funds in its peer group (as selected by Morningstar). The Independent Directors also received and considered information on fee waivers and/or reimbursements for each Fund compared to those of its peer group. The Independent Directors noted that a number of the Funds have received fee waivers for many years and that such fee waivers remained current through the time of the review process.

 

The Independent Directors also compared each Fund’s management fee rates to fees charged by the Manager for comparable mutual funds. For each Fund, the Independent Directors reviewed the fees charged by other advisors for mutual funds in the Fund’s peer group. GIS provided information on the advisory fees it charges its two institutional accounts and noted the information was not comparable with the Funds because the investment objectives and management style of the institutional accounts were very different than those of the Funds. GBG has no clients other than the Funds.

 

On the basis of all information provided, the Independent Directors concluded that the management fee schedules for each Fund were reasonable and appropriate in light of the nature, quality and extent of services provided by the Manager.

 

Profitability. The Independent Directors reviewed detailed information regarding revenues received by each Manager under each Management Agreement, including identification of the estimated direct and indirect costs of the Managers of providing those services to each Fund that are covered under the Management Agreements. The Independent Directors also received information regarding the enterprise-wide profitability of the Managers with respect to all fund services in totality.

 

For all Funds, based upon the profitability percentage provided, the Independent Directors concluded that the profitability to the applicable Manager from the management of each Fund was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund and the Guardian Cash Fund had management fee schedules that each contained one breakpoint. The Independent Directors also considered whether the effective management fee rate for each Fund under the Management Agreement is reasonable in relation to the asset size of such Fund. The Independent Directors noted GIS’s representation that it did not anticipate that the Funds would experience any significant economies in the near future, given their asset size. The Independent Directors concluded that, in light of the Funds’ current asset levels, the fee schedule for each Fund reflects an appropriate level of sharing of any economies of scale.

 

Other Benefits to Manager. The Independent Directors also considered the character and amount of other incidental benefits received by the Managers and their affiliates as a result of their relationship with the Funds. The Independent Directors noted the Managers’ representation that each has the ability to obtain proprietary research as a result of the Funds’ brokerage business that may be used for the benefit of the Funds and other clients of the Managers. The Independent Directors concluded that management fees for each Fund were reasonable in light of these fall-out benefits.

 

Subadvisory Agreements

 

Nature, Quality and Extent of Services. The Independent Directors considered the nature, extent and quality of services provided under each Subadvisory Agreement. The Independent Directors considered the reputation, qualifications and background

 


 

22    


n   Guardian UBS VC Large Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

of the Subadvisors, the experience and skills of investment personnel responsible for the day-to-day management of each Fund, and the resources made available to such personnel. The Independent Directors also considered the Subadvisors’ compliance with investment policies and general legal compliance. The Independent Directors concluded that each Subadvisor was providing satisfactory services and recommended that the Subadvisory Agreement for each applicable Fund be continued.

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and, where applicable, longer-term periods, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. Based upon all relevant factors, the Independent Directors concluded that the investment performance of each subadvised Fund either met acceptable levels of investment performance or, in situations where there was underperformance, the underperformance was not over a long enough period of time to provide a meaningful measure of performance. Therefore, the Independent Directors concluded, based upon each Fund’s particular circumstances, that it was in the best interests of each Fund to renew the Subadvisory Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s subadvisory fees and how they related to the overall management fee structure of each Fund. The Independent Directors evaluated the competitiveness of the subadvisory fees based upon data supplied by Fund management, which showed each Subadvisor’s standard fee schedule for similarly managed institutional accounts. Based on the information provided by Fund management, the Independent Directors noted that the Subadvisors charged comparable or lower fees for the Funds than their standard fee schedules. The Independent Directors also considered that the Managers compensate the Subadvisors from their own management fees.

 

Based upon all of the above, the Independent Directors determined that the subadvisory fees for each Fund were reasonable.

 

Profitability. The Independent Directors received general information with respect to each Subadvisor’s profitability. The Independent Directors noted that the Managers compensate the Subadvisors from their own management fees and that the fees were competitive based on the information provided by the Subadvisors and the Managers. In addition, the Independent Directors noted that the Subadvisory Agreements with UBS were negotiated at arm’s length between GIS and UBS. The Independent Directors also noted the amount of revenue generated by each Subadvisor from its subadvisory fees. The Independent Directors reviewed data on the estimated range of profitability to UBS for the Funds it subadvised and concluded that its profitability was not unreasonable. The Independent Directors took into account the level of revenues and the profitability to the parent entity of BGO as a result of BGO’s subadvisory relationship with the Funds it subadvised and concluded that profitability was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the subadvisory services provided to each applicable Fund and whether the subadvisory fees reflect such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund contained one breakpoint in its subadvisory fee schedule. The Independent Directors also considered whether the effective subadvisory fee rate for each Fund under the Subadvisory Agreement is reasonable in relation to the asset size of the Fund. The Independent Directors concluded that the fee schedule for each Fund reflects an appropriate recognition of any economies of scale.

 

Other Benefits to Subadvisors. The Independent Directors also considered the character and amount of other incidental benefits received by each Subadvisor, including any benefit derived from their affiliation with the Funds. The Independent Directors considered that UBS may use an affiliate to execute portfolio transactions for the Funds it subadvises, subject to Rule 17e-1 procedures that have been approved by the Board. The Independent Directors also considered each Subadvisor’s soft dollar practices. The Independent Directors concluded that the fees charged under each Subadvisory Agreement were reasonable in light of these fall-out benefits.

 

Specific Fund Findings

 

The Guardian UBS VC Large Cap Value Fund

 

In determining to recommend renewal of the Fund’s Advisory Agreements, the Independent Directors noted the favorable relative investment performance, with performance above the median of its peer group. In addition, although the Fund’s management fee rate was above the median of the Fund’s peer group, the Independent Directors concluded that the management fee was within an acceptable range, particularly in light of the desire to retain an experienced value-style subadvisor and the Fund’s recent performance.

 


 

     23


n   Guardian UBS VC Large Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Overall Conclusions

 

Based upon all of the information considered and the conclusions reached, the Independent Directors determined that the terms of each Advisory Agreement continue to be fair and reasonable and that the continuation of each Advisory Agreement is in the best interests of each Fund.

 


 

24    


n   The Guardian UBS VC Large Cap Value Fund

 

Shareholder Voting Summary (Unaudited)

 

November 15, 2005

 

On November 15, 2005, a Special Shareholder Meeting of the Fund was held at which the eleven Directors, identified below, were elected (Proposal No. 1) and the sub-proposals in Proposal No. 2, as described in the Proxy Statement, were approved. The following is a report of the votes cast:

 

Proposal No. 1

 

Election of the Eleven Nominees for Director:

 

NOMINEE


   FOR

   WITHHELD

   TOTAL

DIRECTORS

              

Kathleen C. Cuocolo

   76,165,969.554    1,858,569.914    78,024,539.468

Frank J. Fabozzi

   76,176,372.381    1,848,167.087    78,024,539.468

Arthur V. Ferrara

   75,994,827.909    2,029,711.559    78,024,539.468

Leo R. Futia

   75,817,210.074    2,207,329.394    78,024,539.468

William N. Goetzmann

   76,164,019.071    1,860,520.397    78,024,539.468

Anne M. Goggin

   76,112,215.256    1,912,324.212    78,024,539.468

William W. Hewitt

   75,933,986.870    2,090,552.598    78,024,539.468

Sidney I. Lirtzman

   75,898,936.066    2,125,603.402    78,024,539.468

Dennis H. Manning

   76,179,952.757    1,844,586.711    78,024,539.468

Steven J. Paggioli

   76,173,796.441    1,850,743.027    78,024,539.468

Robert G. Smith

   75,972,333.669    2,052,205.799    78,024,539.468

 

Proposal No. 2

 

Approving an amendment to, or the elimination of, the Fund’s fundamental investment restriction, as described in the Proxy Statement, with respect to the following:

 

SUB-PROPOSALS


   FOR

   AGAINST

   ABSTAIN

   TOTAL

2(a)      Diversification of investments;

   3,872,104.001    95,681.800    68,576.951    4,036,362.752

2(b)      Borrowing;

   3,872,104.001    95,681.800    68,576.951    4,036,362.752

2(c)      Issuing senior securities;

   3,872,104.001    95,681.800    68,576.951    4,036,362.752

2(d)      Concentration of investments in the same industry;

   3,872,104.001    95,681.800    68,576.951    4,036,362.752

2(e)      Investments in real estate

   3,872,104.001    95,681.800    68,576.951    4,036,362.752

2(f)      Investments in commodities, and

   3,872,104.001    95,681.800    68,576.951    4,036,362.752

2(g)      Underwriting the securities of other issuers.

   3,872,104.001    95,681.800    68,576.951    4,036,362.752

 


 

     25


n   The Guardian UBS VC Large Cap Value Fund

 

Proxy Voting Policies and Procedures (Unaudited)

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2005, is available free of charge upon request by logging on to www.guardianinvestor.com or the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

 

Form N-Q (Unaudited)

 

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each year on the Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov, and can be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Code of Ethics (Unaudited)

 

The Fund has adopted a code of ethics for its Principal Executive Officer and Principal Financial Officers (the “Code”). The purpose of the Code is to promote, among other things: honest and ethical conduct, including the handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC; and compliance with applicable laws and regulations. A copy of the Code has been filed with the SEC on Form N-CSR and can be obtained on the SEC’s website at www.sec.gov.

 

Copies of all of the above can be obtained free of charge by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 


 

26    


n   The Guardian UBS VC Small Cap Value Fund

 

Annual Report
To Contractowners


 

LOGO

 

Wilfred Talbot,

Lead Portfolio Manager

 

Objective:

Seeks to maximize total return, consisting of capital appreciation and current income

 

Portfolio:

At least 80% in equity securities issued by companies with a small market capitalization at the time of purchase

 

Inception Date:

February 3, 2003

 

Net Assets at December 31, 2005:

$24,402,653

 


 

An Update from Fund Management

 

For the year ended December 31, 2005, The Guardian UBS VC Small Cap Value Fund had a total return of 4.22% versus a return of 4.71% for its benchmark, the Russell 2000 Value Index.

 

Energy was the big story of 2005. During a record-setting hurricane season, Hurricanes Katrina and Rita devastated the United States’ Gulf Coast, forcing the evacuation of New Orleans and shutting down a significant portion of the country’s oil-refining capacity. Shortly after Katrina made landfall, oil prices jumped to a record-high $70 a barrel, while at the pump, unleaded gasoline broke the $3.00-a-gallon mark in many states. Many economic forecasters expected the worst in the wake of the hurricanes — namely, that the higher cost of energy would act as a brake on the economy — but data showed the economy to be surprisingly resilient. Unemployment, despite a spike in jobless claims related to workers displaced by the hurricanes, remained low throughout the year. Gross domestic product (GDP) growth averaged more than 3.7% for the first three quarters of 2005, inflation continued to be low, corporate earnings remained robust and consumer confidence, after plunging in the third quarter, made up for those declines to finish the year on a high note.

 

During the year, the bulk of the Fund’s outperformance compared to the benchmark was attributible to stock selection, while industry weightings in general detracted somewhat from performance. On a sector level, equity REITs, airlines and energy reserves detracted from returns. On the other hand, the Fund’s positions in securities and asset management companies, medical services and freight all contributed to returns.

 

Our investment research focuses on identifying discrepancies between a security’s fundamental or intrinsic value and its observed market price. For each stock under our analysis we discount to the present all future cash flows that we believe will accrue to an investor, incorporating our analyst team’s considerations of company management, competitive advantage, and each company’s core competencies. We place particular emphasis on fundamental research conducted on-site at the companies we are covering. We utilize proprietary tools including our post-venture database/valuation system to calculate intrinsic value, and rank stocks by their relative price/intrinsic value attractiveness.

 

The views expressed above are those of the Fund’s portfolio manager(s) as of December 31, 2005 and are subject to change without notice. They do not necessarily represent the views of UBS Global Asset Management (Americas) Inc. or Guardian Investor Services LLC. The views expressed herein are based on current market conditions and are not intended to predict or guarantee the future performance of any Fund, any individual security, any market or market segment. The composition of each Fund’s portfolio is subject to change. No recommendation is made with respect to any security discussed herein.

 


About information in this report:

 

  It is important to consider the Fund’s investment objectives, risks, fees and expenses before investing. All funds involve some risk, including possible loss of the principal amount invested. Small-cap investing entails special risks, as small-cap stocks have tended to be more volatile and to drop more in down markets than large-cap stocks. This may happen because small companies may be limited in terms of product lines, financial resources and management.

 

  The Russell 2000 Value Index offers investors access to the small-cap value segment of the U.S. equity universe. The Russell 2000 Value is constructed to provide a comprehensive and unbiased barometer of the small-cap value market. Based on ongoing empirical research of investment manager behavior, the methodology used to determine value probability approximates the aggregate small-cap value manager’s opportunity set. Index returns are provided for comparative purposes. Please note that the index is unmanaged and not available for direct investment and its returns do not reflect the fees and expenses that have been deducted from the Fund.

 

THE GUARDIAN UBS VC SMALL CAP VALUE FUND    1


n  The Guardian UBS VC Small Cap Value Fund

 

Annual Report
To Contractowners


 

Top Ten Holdings  (As of 12/31/2005)

 

Company    Percentage of
Total Net Assets

National Financial Partners Corp.

   2.78%

Regal-Beloit Corp.

   2.68%

iShares Russell 2000 Value Index Fund

   2.40%

AMR Corp.

   2.29%

Cooper Cos., Inc.

   2.25%

Coinstar, Inc.

   2.23%

Oceaneering Int’l., Inc.

   2.12%

Apollo Investment Corp.

   2.00%

Colonial BancGroup, Inc.

   1.91%

Equitable Resources, Inc.

   1.89%

 

Sector Weightings vs. Index  (As of 12/31/2005)

 

LOGO

 

Average Annual Total Returns  (For periods ended 12/31/2005)

 

       1
Yr
     5
Yrs
     10
Yrs
    

Since Inception

2/3/2003

The Guardian UBS VC Small Cap Value Fund

     4.22%                19.34%

Russell 2000 Value Index

     4.71%                25.36%

 


All performance data quoted is historical and the results represent past performance and neither guarantee nor predict future investment results. To obtain performance data current to the most recent month (available within 7 business days of the most recent month end), please call us at (800) 221-3253 or visit our website at www.guardianinvestor.com. Current performance may be higher or lower than the performance quoted here. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

 

Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. 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. The return figures shown do not reflect the deduction of taxes that a contractowner may pay on distributions or redemption of units.

 


 

2   THE GUARDIAN UBS VC SMALL CAP VALUE FUND


n   The Guardian UBS VC Small Cap Value Fund

 

Annual Report
To Contractowners


 

Growth of a Hypothetical $10,000 Investment

 

To give you a comparison, the chart below shows the performance of a hypothetical $10,000 investment made in the Fund and in the Russell 2000 Value Index. Index returns do not include the fees and expenses of the Fund, but do include the reinvestment of dividends.

 

LOGO

 

Fund Expenses

 

By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges on purchase payments, reinvested dividends, or other distributions; redemption fees and exchange fees; and (2) ongoing costs, including, as applicable, management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example 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 underlying funds.

 

The example is based on an investment of $1,000 invested on July 1, 2005 and held for six months ended December 31, 2005.

 

Actual Expenses

 

The first line in the table provides information about actual account values and actual expenses. You may use the information in this row, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line 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 and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher.

 


 

THE GUARDIAN UBS VC SMALL CAP VALUE FUND    3


n   The Guardian UBS VC Small Cap Value Fund

 

Annual Report
To Contractowners


 

       Beginning
Account
Value
July 1, 2005
     Ending
Account
Value
Dec. 31, 2005
     Expenses
Paid During
Period*
     Annualized
Expense
Ratio

Actual

     $ 1,000.00      $ 1,050.20      $ 7.29      1.41%

Hypothetical (5% return before expenses)

     $ 1,000.00      $ 1,018.10      $ 7.17      1.41%

 

*   Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the Fund’s most recent fiscal half-year).

 


 

4   THE GUARDIAN UBS VC SMALL CAP VALUE FUND


n   The Guardian UBS VC Small Cap Value Fund

 

Schedule of Investments

 

December 31, 2005

 

Shares    Value
             
Common Stocks — 94.9%
Aerospace and Defense — 3.2%       
11,000   

Esterline Technologies Corp.*

   $ 409,090
10,200   

Triumph Group, Inc.*

     373,422
         

            782,512

Airlines — 3.0%       
25,100   

AMR Corp.*

     557,973
25,800   

Pinnacle Airlines Corp.*

     172,086
         

            730,059

Auto Components — 1.4%       
18,300   

American Axle & Mfg. Hldgs., Inc.

     335,439

Automobiles — 1.1%       
7,900   

Winnebago Inds., Inc.

     262,912

Biotechnology — 0.8%       
10,100   

Alkermes, Inc.*

     193,112
700   

Keryx Biopharmaceuticals, Inc.*

     10,248
         

            203,360

Building Products — 2.3%       
8,400   

American Woodmark Corp.

     208,236
12,300   

Trex Co., Inc.*

     345,015
         

            553,251

Capital Markets — 3.0%       
27,200   

Apollo Investment Corp.

     487,696
7,800   

Lazard Ltd.

     248,820
         

            736,516

Chemicals — 2.3%       
9,100   

Airgas, Inc.

     299,390
5,900   

Lubrizol Corp.

     256,237
         

            555,627

Commercial Banks — 6.0%       
11,700   

Boston Private Financial Hldgs., Inc.

     355,914
19,600   

Colonial BancGroup, Inc.

     466,872
4,100   

Cullen/Frost Bankers, Inc.

     220,088
14,900   

South Financial Group, Inc.

     410,346
         

            1,453,220

Commercial Services and Supplies — 3.9%       
23,800   

Coinstar, Inc.*

     543,354
15,100   

McGrath Rentcorp

     419,780
         

            963,134

Communications Equipment — 3.0%       
8,700   

Harris Corp.

     374,187
8,900   

Plantronics, Inc.

     251,870
7,700   

Tekelec*

     107,030
         

            733,087

Containers and Packaging — 0.9%       
25,200   

Caraustar Inds., Inc.*

     218,988

Diversified Consumer Services — 1.6%       
14,200   

Jackson Hewitt Tax Svc., Inc.

     393,482

Diversified Telecommunication Services — 0.4%       
3,500   

Neustar, Inc.*

     106,715

Electric Utilities — 1.5%       
13,800   

Hawaiian Electric Inds., Inc.

     357,420

Shares    Value
             
Electrical Equipment — 3.4%       
18,500   

Regal-Beloit Corp.

   $ 654,900
14,500   

Ultralife Batteries, Inc.*

     174,000
         

            828,900

Electronic Equipment and Instruments — 1.6%       
19,800   

Newport Corp.*

     268,092
4,700   

Park Electrochemical Corp.

     122,106
         

            390,198

Energy Equipment and Services — 3.0%       
10,400   

Oceaneering Int’l., Inc.*

     517,712
7,700   

Offshore Logistics, Inc.*

     224,840
         

            742,552

Gas Utilities — 3.2%       
8,900   

AGL Resources, Inc.

     309,809
12,600   

Equitable Resources, Inc.

     462,294
         

            772,103

Health Care Equipment and Supplies — 4.1%       
17,700   

Candela Corp.*

     255,588
10,700   

Cooper Cos., Inc.

     548,910
1,800   

Diagnostic Prods. Corp.

     87,390
2,000   

Dionex Corp.*

     98,160
         

            990,048

Health Care Providers and Services — 4.0%       
8,000   

LifePoint Hospitals, Inc.*

     300,000
12,900   

Molina Healthcare, Inc.*

     343,656
14,900   

Odyssey Healthcare, Inc.*

     277,736
3,400   

Option Care, Inc.

     45,424
         

            966,816

Household Durables — 6.4%       
17,200   

Comstock Homebuilding Cos., Inc.*

     242,692
10,500   

Lenox Group, Inc.*

     139,020
5,600   

Lifetime Brands, Inc.

     115,752
6,100   

Ryland Group, Inc.

     439,993
4,500   

Snap-On, Inc.

     169,020
16,600   

Tempur-Pedic Int’l., Inc.*

     190,900
9,900   

The Yankee Candle Co., Inc.

     253,440
         

            1,550,817

Information Technology Services — 1.0%       
19,900   

Bearingpoint, Inc.*

     156,414
12,000   

SM&A*

     98,760
         

            255,174

Insurance — 6.1%       
5,100   

AmerUs Group Co.

     289,017
25,800   

KMG America Corp.*

     236,844
12,900   

National Financial Partners Corp.

     677,895
16,700   

Seabright Insurance Hldgs.*

     277,721
         

            1,481,477

Internet Software and Services — 1.1%       
13,800   

iVillage, Inc.*

     110,676
50,900   

Tumbleweed Comm. Corp.*

     156,772
         

            267,448

Machinery — 2.8%       
8,700   

Gardner Denver, Inc.*

     428,910
3,900   

Harsco Corp.

     263,289
         

            692,199

 


See notes to financial statements.

 

     5


n   The Guardian UBS VC Small Cap Value Fund

 

Schedule of Investments (Continued)

 

December 31, 2005

 

Shares

   Value
             
Media — 3.7%       
9,800   

ADVO, Inc.

   $ 276,164
23,100   

Radio One, Inc.*

     239,085
13,100   

Saga Comm., Inc.*

     142,397
25,900   

Sinclair Broadcast Group, Inc.

     238,280
         

            895,926

Oil, Gas and Consumable Fuels — 2.2%       
7,100   

Cimarex Energy Co.*

     305,371
18,500   

NGP Capital Resources Co.

     242,905
         

            548,276

Personal Products — 2.3%       
7,800   

Chattem, Inc.*

     283,842
15,700   

Nu Skin Enterprises, Inc.

     276,006
         

            559,848

Pharmaceuticals — 0.7%       
12,600   

Connetics Corp.*

     182,070

Real Estate — 2.8%       
10,307   

Government Pptys. Trust, Inc.*

     96,164
10,300   

LaSalle Hotel Pptys.

     378,216
8,200   

Thornburg Mortgage, Inc.

     214,840
         

            689,220

Road and Rail — 2.5%       
2,650   

Genesee & Wyoming, Inc.*

     99,508
5,200   

Landstar System, Inc.

     217,048
6,800   

Yellow Roadway Corp.*

     303,348
         

            619,904

Semiconductors and Semiconductor Equipment — 0.5%
22,400   

Monolithic System Technology, Inc.*

     123,200

Software — 0.5%       
4,200   

Reynolds & Reynolds Co.

     117,894

Specialty Retail — 3.4%       
13,600   

Movie Gallery, Inc.

     76,296
14,400   

Petco Animal Supplies, Inc.*

     316,080
13,800   

The Sports Authority, Inc.*

     429,594
         

            821,970

Textiles, Apparel and Luxury Goods — 0.7%       
9,900   

Movado Group, Inc.

     181,170

Thrifts and Mortgage Finance — 3.5%       
3,200   

Accredited Home Lenders Hldg. Co.*

     158,656
7,500   

IndyMac Bancorp, Inc.

     292,650
46,300   

Ocwen Financial Corp.*

     402,810
         

            854,116

Wireless Telecommunication Services — 1.0%       
27,900   

InPhonic, Inc.*

     242,451

    

Total Common Stocks
(Cost $20,283,420)

     23,159,499

 
Exchange-Traded Fund — 2.4%       
8,900   

iShares Russell 2000 Value Index Fund (Cost $593,272)

   $ 586,777

Principal
Amount
        Value
               
  Repurchase Agreement — 2.7%
$ 648,000    State Street Bank and Trust Co.
repurchase agreement,
dated 12/30/2005, maturity
value of $648,297 at
4.12%, due 1/3/2006 (1)
    (Cost $648,000)
   $ 648,000


 
 
Total Investments — 100.0%
(Cost $21,524,692)
     24,394,276
 
 
Cash, Receivables, and Other Assets
Less Liabilities — 0.0%
     8,377


  Net Assets — 100%    $ 24,402,653


 

*   Non-income producing security.
(1)   The repurchase agreement is fully collateralized by $660,000 in U.S. Government Agency, 5.50%, due 11/16/2015, with a value of $663,300.

 


See notes to financial statements.

 

6    


n   The Guardian UBS VC Small Cap Value Fund

Statement of Assets and Liabilities

 

December 31, 2005


 

ASSETS

      

Investments, at market (cost $21,524,692)

   $ 24,394,276

Cash

     336

Receivable for securities sold

     198,887

Dividends receivable

     22,705

Receivable for fund shares sold

     11,351

Interest receivable

     148

Other assets

     581
    

Total Assets

     24,628,284
    

LIABILITIES

      

Payable for securities purchased

     178,453

Accrued expenses

     26,354

Payable for fund shares redeemed

     97

Due to GIS

     20,727
    

Total Liabilities

     225,631
    

Net Assets

   $ 24,402,653
    

COMPONENTS OF NET ASSETS

      

Capital stock, at par

   $ 1,876

Additional paid-in capital

     21,071,613

Accumulated net realized gain on investments

     459,580

Net unrealized appreciation of investments

     2,869,584
    

Net Assets

   $ 24,402,653
    

Shares Outstanding — $0.001 par value

     1,875,921

Net Asset Value Per Share

     $13.01

 

Statement of Operations

 

Year Ended

December 31, 2005


 

INVESTMENT INCOME

        

Dividends

   $ 340,673  

Interest

     22,498  

Less: Foreign tax withheld

     (67 )
    


Total Income

     363,104  
    


Expenses:

        

Investment advisory fees — Note B

     240,472  

Custodian fees

     52,030  

Audit fees

     23,928  

Printing expense

     16,128  

Directors’ fees — Note B

     2,549  

Other

     3,880  
    


Total Expenses

     338,987  
    


Net Investment Income

     24,117  
    


REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS — NOTE C

        

Net realized gain on investments — Note A

     2,850,638  

Net change in unrealized appreciation
of investments — Note C

     (1,917,299 )
    


Net Realized and Unrealized Gain
on Investments

     933,339  
    


NET INCREASE IN NET ASSETS
FROM OPERATIONS

   $ 957,456  
    


 


See notes to financial statements.

 

     7


n   The Guardian UBS VC Small Cap Value Fund

 

Statements of Changes in Net Assets

 

 

       Year Ended December 31,

 
       2005

       2004

 

INCREASE/(DECREASE) IN NET ASSETS

                     

From Operations:

                     

Net investment income

     $ 24,117        $ 65,152  

Net realized gain on investments

       2,850,638          1,898,467  

Net change in unrealized appreciation of investments

       (1,917,299 )        1,708,679  
      


    


Net Increase in Net Assets Resulting from Operations

       957,456          3,672,298  
      


    


Dividends and Distributions to Shareholders from:

                     

Net investment income

       (28,221 )        (58,426 )

Net realized gain on investments

       (2,595,950 )        (2,098,320 )
      


    


Total Dividends and Distributions to Shareholders

       (2,624,171 )        (2,156,746 )
      


    


From Capital Share Transactions:

                     

Net increase in net assets from capital share transactions — Note E

       759,365          6,910,937  
      


    


Net Increase/(Decrease) in Net Assets

       (907,350 )        8,426,489  

NET ASSETS:

                     

Beginning of year

       25,310,003          16,883,514  
      


    


End of year*

     $ 24,402,653        $ 25,310,003  
      


    


*   Includes undistributed net investment income of:

     $        $ 4,367  

 


See notes to financial statements.

 

8    


n   The Guardian UBS VC Small Cap Value Fund

 

Financial Highlights

 

Selected data for a share of capital stock outstanding throughout the periods indicated:

 

    Year Ended December 31,

   

Period from

February 3, 2003† to
December 31, 2003


 
    2005     2004    

Net asset value, beginning of period

  $13.97     $12.94     $10.00  


Income from investment operations:

                 

Net investment income

  0.02     0.04     0.04  

Net realized and unrealized gain on investments

  0.57     2.32     3.50  


Net increase from investment operations

  0.59     2.36     3.54  


Dividends and distributions to shareholders from:

                 

Net investment income

  (0.02 )   (0.04 )   (0.04 )

Net realized gain on investments

  (1.53 )   (1.29 )   (0.56 )


Total dividends and distributions

  (1.55 )   (1.33 )   (0.60 )


Net asset value, end of period

  $13.01     $13.97     $12.94  


Total return*

  4.22 %   18.52 %   35.39 %(a)


Ratios/supplemental data:

                 

Net assets, end of period (000’s omitted)

  $24,403     $25,310     $16,884  

Ratio of expenses to average net assets

  1.41 %   1.36 %   1.68 %(b)

Ratio of net investment income
to average net assets

  0.10 %   0.33 %   0.42 %(b)

Portfolio turnover rate

  97 %   71 %   75 %


 

  Commencement of operations.
*   Total returns do not reflect the effects of charges deducted pursuant to the terms of GIAC’s variable contracts.
    Inclusion of such charges would reduce the total returns for all periods shown.
(a)   Not annualized.
(b)   Annualized.

 


See notes to financial statements.

 

     9


n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements

 

December 31, 2005

 

Note A.   Organization and Accounting Policies

 

The Guardian UBS VC Small Cap Value Fund (the Fund or GSCVF) is a series of The Guardian Variable Contract Funds, Inc. (GVCF). GVCF is incorporated in the state of Maryland and is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (1940 Act). The financial statements for the other remaining series of GVCF are presented in separate reports.

 

Shares of GSCVF are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (GIAC). GIAC is a wholly-owned subsidiary of The Guardian Life Insurance Company of America.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income, gains (losses) and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant accounting policies of the Fund are as follows:

 

Investments

 

Securities listed on national securities exchanges are valued at the last sale price on such exchanges, or if no sale occurred, at the mean of the closing bid and asked prices. Securities that are traded on the NASDAQ National Securities Market are valued at the NASDAQ Official Closing Price.

 

Pursuant to valuation procedures approved by the Board of Directors, certain debt securities may be valued each business day by an independent pricing service (Service). Debt securities for which quoted bid prices are readily available and representative of the bid side of the market, in the judgment of the Service, are valued at the bid price. Other debt securities that are valued by the Service are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.

 

Other securities, including securities for which market quotations are not readily available (such as restricted securities, illiquid securities and foreign securities subject to a “significant event”) are valued at fair value as determined in good faith by or under the direction of the GVCF’s Board of Directors. A “significant event” is an event that will affect the value of a portfolio security that occurs after the close of trading in the security’s primary trading market or exchange but before the Fund’s NAV is calculated.

 

Investing outside of the U.S. may involve certain considerations and risks not typically associated with domestic investments, including the possibility of political and economic unrest and different levels of governmental supervision and regulation of foreign securities markets.

 

Futures contracts are valued at the settlement prices established by the boards of trade or exchanges on which they are traded.

 

Repurchase agreements are carried at cost which approximates market value (see Note D).

 

Investment transactions are recorded on the date of purchase or sale. Security gains or losses are determined on an identified cost basis. Interest income, including amortization/accretion of premium/discount, is accrued daily. Dividend income is recorded on the ex-dividend date.

 

Foreign Currency Translation

 

GSCVF is permitted to buy international securities that are not U.S. dollar denominated. GSCVF's books and records are maintained in U.S. dollars as follows:

 

(1)  The foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated into U.S. dollars at the current rate of exchange.

 

(2)  Security purchases and sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

The resulting gains and losses are included in the Statement of Operations as follows:

 

Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Realized foreign exchange gains and losses, which result from changes in foreign exchange rates between the date on which GSCVF earns dividends and interest or pays foreign withholding taxes or other expenses and the date on which U.S. dollar equivalent amounts are actually

 


 

10    


n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

received or paid, are included in net realized gains or losses on foreign currency related transactions. Realized foreign exchange gains and losses which result from changes in foreign exchange rates between the trade and settlement dates on security and currency transactions are also included in net realized gains and losses on foreign currency related transactions. Net currency gains and losses from valuing other assets and liabilities denominated in foreign currency at the period end exchange rate are reflected in net change in unrealized appreciation or depreciation from translation of other assets and liabilities denominated in foreign currencies.

 

Forward Foreign Currency Contracts

 

GSCVF may enter into forward foreign currency contracts in connection with planned purchases or sales of securities, or to hedge against changes in currency exchange rates affecting the values of its investments that are denominated in a particular currency. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward exchange rate. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Fluctuations in the value of forward foreign currency contracts are recorded for book purposes as unrealized gains or losses from translation of other assets and liabilities denominated in foreign currencies by GSCVF. When forward contracts are closed, GSCVF will record realized gains or losses equal to the difference between the values of such forward contracts at the time each was opened and the values at the time each was closed. Such amounts are recorded in net realized gains or losses on foreign currency related transactions. GSCVF will not enter into a forward foreign currency contract if such contract would obligate it to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency.

 

Futures Contracts

 

GSCVF may enter into financial futures contracts for the delayed delivery of securities, currency or contracts based on financial indices at a fixed price on a future date. In entering into such contracts, GSCVF is required to deposit either in cash or securities an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by GSCVF each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as variation margins by GSCVF. The daily changes in the variation margin are recognized as unrealized gains or losses by GSCVF. GSCVF’s investments in financial futures contracts are designed to hedge against anticipated future changes in interest or exchange rates or securities prices. In addition, GSCVF may enter into financial futures contracts for non-hedging purposes. Should interest or exchange rates, securities prices or prices of futures contracts move unexpectedly, GSCVF may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.

 

Dividend Distributions

 

Dividends from net investment income are declared and paid semi-annually for GSCVF. Net realized short-term and long-term capital gains for GSCVF will be distributed at least annually. All such dividends and distributions are credited in the form of additional shares of GSCVF at the net asset value on the ex-dividend date.

 

All dividends and distributions are recorded on the ex-dividend date. Such distributions are determined in conformity with federal income tax regulations. Differences between the recognition of income on an income tax basis and recognition of income based on GAAP may cause temporary overdistributions of net realized gains and net investment income on a GAAP basis.

 

The tax character of dividends and distributions paid to shareholders during the years ended December 31, 2005 and 2004 were as follows:

 

     Ordinary
Income


   Long-Term
Capital Gain


   Total

2005

   $ 125,824    $ 2,498,347    $ 2,624,171

2004

     798,939      1,357,807      2,156,746

 

As of December 31, 2005, the components of distributable earnings on a tax basis were as follows:

 

Undistributed
Ordinary
Income


  Long-Term
Gain


  Unrealized
Appreciation


$ 251,676   $ 431,316   $ 2,646,172

 

Taxes

 

GSCVF has qualified and intends to remain qualified to be taxed as a “regulated investment company” under the provisions of the U.S. Internal Revenue Code (Code), and as such will not be subject to federal income tax on taxable income (including any realized capital gains) which is distributed in accordance with the provisions of the Code. Therefore, no federal income tax provision is required.

 

Withholding taxes on foreign interest, dividends and capital gains in GSCVF have been provided for in accordance with the applicable country’s tax rules and rates.

 


 

     11


n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Reclassification of Capital Accounts

 

The treatment for financial statement purposes of distributions made during the year from net investment income and net realized gains may differ from their ultimate treatment for federal income tax purposes. These differences primarily are caused by differences in the timing of the recognition of certain components of income or capital gains for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications would have no effect on net assets, results of operations, or net asset value per share of the Fund.

 

During the year ended December 31, 2005, the Fund reclassified amounts to paid-in capital from undistributed net investment income and accumulated net realized gain on investments. Increases/(decreases) to the various capital accounts were as follows:

 

Paid-In
capital


  Undistributed Net
Investment Income


    Accumulated Net Realized
Gain on Investments


$  —   $ (263 )   $ 263

 

Note B.   Investment Advisory Agreements and Payments to or from Related Parties

 

The Fund has an investment advisory agreement with Guardian Investor Services LLC (GIS), a wholly-owned subsidiary of GIAC. Fees for investment advisory are at an annual rate of 1.00% of the average daily net assets for the first $50 million and an annual rate of 0.95% of its average daily net assets in excess of $50 million. GIS has entered into a sub-investment advisory agreement with UBS Global Asset Management (Americas), Inc. (UBS Global AM). UBS Global AM is responsible for the day-to-day management of GSCVF. GIS continually monitors and evaluates the performance of UBS Global AM. As compensation for its services, GIS pays UBS Global AM at an annual rate of 0.60% for the first $50 million and at an annual rate of 0.55% in excess of $50 million of GSCVF’s average daily

net assets. Payment of sub-investment advisory fees does not represent a separate or additional expense to GSCVF.

 

The Guardian Fund Complex pays directors who are not “interested persons” (as defined in the 1940 Act) fees consisting of a $5,000 per meeting fee and an annual retainer of $30,500, allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Board committee members also receive a fee of $2,000 per committee meeting, which also is allocated among all funds in the Guardian Fund Complex based on their relative average daily net assets. Additional compensation is paid to the Chairmen of the Nominating and Governance Committee and the Audit Committee, respectively. GIS pays compensation to certain directors who are interested persons. Certain officers and directors of the Fund are affiliated with GIS.

 

Note C.   Investment Transactions

 

Purchases and proceeds from sales of securities (excluding short-term securities) amounted to $22,669,876 and $23,954,244, respectively, during the year ended December 31, 2005.

 

The gross unrealized appreciation and depreciation of investments, on a tax basis, at December 31, 2005 aggregated $4,383,622 and $1,737,450, respectively, resulting in net unrealized appreciation of $2,646,172. The cost of investments owned at December 31, 2005 for federal income tax purposes was $21,748,104.

 

Note D.   Repurchase Agreements

 

The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities. Repurchase agreements are fully collateralized (including the interest earned thereon) and such collateral is marked-to-market daily while the agreements remain in force. If the value of the collateral falls below the value of the repurchase price plus accrued interest, GSCVF will 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, GSCVF maintains the right to sell the collateral and may claim any resulting loss against the seller.

 


 

12    


Note E.   Transactions in Capital Stock

 

There are 100,000,000 shares of $0.001 par value capital stock authorized for GSCVF. Transactions in capital stock were as follows:

 

       Year Ended December 31,        Year Ended December 31,  
       2005        2004        2005        2004  
       Shares        Amount  

Shares sold

     598,573        664,548        $ 8,184,123        $ 8,950,066  

Shares issued in reinvestment of dividends and distributions

     199,822        156,153          2,624,171          2,156,746  

Shares repurchased

     (734,398 )      (313,934 )        (10,048,929 )        (4,195,875 )


Net increase

     63,997        506,767        $ 759,365        $ 6,910,937  


Note F.   Line of Credit

 

A $100,000,000 line of credit available to GSCVF and other related Guardian Funds has been established with State Street Bank and Trust Company and Bank of Montreal. The rate of interest charged on any borrowing is based upon the prevailing Federal Funds rate at the time of the loan plus 0.50% calculated on a 360 day basis per annum. For the year

ended December 31, 2005, none of the funds borrowed against this line of credit.

The funds are obligated to pay State Street Bank and Trust Company and Bank of Montreal a commitment fee computed at a rate of 0.08% per annum on the average daily unused portion of the revolving credit.

 

Note G.   Management Information (Unaudited)

 

The directors and officers of GSCVF are named below. Information about their principal occupations during the past five years and certain other affiliations is also provided. The business address of each director and officer is 7 Hanover Square, New York, New York 10004, unless otherwise noted. The “Guardian Fund Complex” referred to in this biographical information is composed of (1) The Park Avenue Portfolio (a series fund that issues its shares in thirteen series), (2) The Guardian Variable Contract Funds, Inc. (a series fund that issues its shares in seven series), (3) The Guardian Bond Fund, Inc., (4) The Guardian Cash Fund, Inc. and (5) GIAC Funds, Inc. (a series fund that issues its shares in three series).

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships

Interested Directors*

               
Arthur V. Ferrara
(1930)
  Director   Since 1987   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of various mutual funds sponsored by Gabelli Asset Management.
n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

*   “Interested” Director means one who is an “interested person” under the Investment Company Act of 1940 by virtue of a current or past position with Guardian Life, the indirect parent company of GIS, the investment adviser of certain Funds in the Guardian Fund Complex.
  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     13


.

n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
Leo R. Futia
(1919)
  Director   Since 1982   Retired. Director and former Chairman of the Board and Chief Executive Officer, The Guardian Life Insurance Company of America. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Dennis J. Manning
81 Graenest Ridge Road Wilton, Connecticut
06897
(1947)
  Director   Since 2003   President and Chief Executive Officer, The Guardian Life Insurance Company of America since 1/03; President and Chief Operating Officer, 1/02 to 12/02; Executive Vice President and Chief Operating Officer, 1/01 to 12/01; Executive Vice President, Individual Markets and Group Pensions, 1/99 to 12/00. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director of The Guardian Life Insurance Company of America and The Guardian Insurance & Annuity Company, Inc. Manager, Guardian Investor Services LLC and Park Avenue Securities LLC. Director of various Guardian Life subsidiaries.

Disinterested Directors

               
Kathleen C. Cuocolo
(1952)
  Director   Since 11/16/05   Principal, Cuocolo Associates (corporate governance and operations consulting firm), 2003 to present; Executive Vice President, State Street Corporation, prior thereto. Employed by State Street Corporation in various capacities since 1982. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Chairman, Board of Directors, Select Sector S&P Depository Receipts Series Trust (9 exchange traded funds), 1999 to present; Director, World Markets PLC (global performance and analytics company), 2002 to present; Director, The China Fund, Inc., 2001 to 2003; Board of Advisors, Venturi Aeration, Inc. (water remediation services), 2001 to present; Board of Advisors, Inter- Unity Group (systems optimization consulting firm), 2003 to present.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

14    


n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
Frank J. Fabozzi, Ph.D.
(1948)
  Director   Since 1992   Adjunct Professor of Finance, School of Management — Yale University, 2/94 to present; Editor, Journal of Portfolio Management. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director (Trustee) of various closed-end investment companies sponsored by BlackRock Financial Management. Director of BlackRock Funds (47 funds).
William N. Goetzmann, Ph.D. (1956)   Director   Since 11/16/05   Edwin J. Beinecke Professor of Finance and Management Studies, Yale School of Management, 7/94 to present; Director, International Center for Finance, Yale School of Management, 7/99 to present; Visiting professor, Harvard Business School, 7/05 to present. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Member of the Board of Directors of the Commonfund.
Anne M. Goggin, Esq.
(1948)
  Director   Since 2004   Attorney at law in private practice since 8/04; Partner, Edwards and Angell, LLP, 4/04 to 8/04; Chief Counsel, Metropolitan Life Insurance Company, 6/00 to 12/03; Senior Vice President and General Counsel, New England Life Insurance Company, 6/00 to 12/03; Chairman, President and Chief Executive Officer, MetLife Advisors LLC, 6/99 to 12/03; Chairman of the Board, Metropolitan Series Fund, 1/02 to 12/03; Chairman of the Board, New England Zenith Fund, 6/99 to 12/03. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
William W. Hewitt, Jr.
(1928)
  Director   Since 1989   Retired. Former Executive Vice President, Shearson Lehman Brothers, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   None.
Sidney I. Lirtzman, Ph.D.
200 East 57th Street #10H New York, New York
10022
(1930)
  Director   Since 1987   Emanuel Saxe Emeritus Professor of Management, Zicklin School of Business, Baruch College, City University of New York since 11/04; Emanuel Saxe Professor of Management 9/96 to 10/04; Dean from 10/95 to 9/02; Interim President 9/99 to 9/00. President, Fairfield Consulting Associates, Inc. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Director, since 6/01 Youthstream, Inc. Member, Advisory Board of Directors, New York City Independent Budget Office 5/98 to 5/01.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

     15


n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and
Year of Birth
  Position
with
Fund
  Term of
Office and
Length of
Time
Served†
  Principal Occupations
During Past 5 Years
  Number
of Funds
in the
Guardian
Fund
Complex
Overseen
by
Director
  Other
Directorships
Steven J. Paggioli
(1950)
  Director   Since 11/16/05   Independent consultant on investment company matters since 7/01; Executive Vice President, Director and Principal of The Wadsworth Group (administration, consulting and executive search firm) prior thereto. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Trustee and Audit Committee Member, Managers Funds and Managers AMG Funds (36 portfolios), 6/90 to present; Trustee, Professionally Managed Portfolios (20 portfolios), 5/91 to present; Advisory Board Member, Sustainable Growth Advisers, L.P., 10/02 to present.
Robert G. Smith, Ph.D.
132 East 72nd Street, Apt. #1
New York, New York
10021
(1932)
  Director   Since 1982   Chairman and Chief Executive Officer, Smith Affiliated Capital Corp. since 4/82. Director (Trustee) of all of the mutual funds within the Guardian Fund Complex.   25   Governor appointments as Director of New York Health Care Reform Act Charitable Organization and Nassau County Interim Finance Authority. Senior private member of the New York State Financial Control Board for New York City. Senior Director for the New York State Comptroller’s Investment Advisory Committee for State Pension Funds (Commonfund).

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

16    


n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Officers

               
Joseph A. Caruso
(1952)
  Senior Vice President and Secretary   Since 1992   Director, The Guardian Life Insurance Company of America since 1/05; Senior Vice President and Corporate Secretary, The Guardian Life Insurance Company of America since1/01; Vice President and Corporate Secretary prior thereto. Director, Senior Vice President and Secretary, The Guardian Insurance & Annuity Company, Inc. Manager, Senior Vice President and Corporate Secretary, Guardian Investor Services LLC. Director, Senior Vice President and Secretary, Park Avenue Life Insurance Company; Manager, Park Avenue Securities LLC; Senior Vice President and Secretary of Guardian Baillie Gifford Limited, and all of the mutual funds within the Guardian Fund Complex. Director and Officer of various Guardian Life subsidiaries.   25
Richard A. Cumiskey
(1960)
  Chief Compliance Officer   Since 2002   Second Vice President, Equity Administration and Oversight, The Guardian Life Insurance Company of America since 1/01; Assistant Vice President, Equity Administration and Oversight prior thereto. Senior Vice President and Chief Compliance Officer of The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Second Vice President and Compliance Officer prior thereto. Chief Compliance Officer of all of the mutual funds within the Guardian Fund Complex.   25
Manind V. Govil
(1969)
  Managing Director   Since 2005   Managing Director and Head of Equity Investments at The Guardian Life Insurance Company of America since 8/05; Lead Portfolio Manager - Large Cap Blend/Core Equity, Co-Head of Equities and Head of Equity Research at Mercantile Capital Advisers since 2001; Lead Portfolio Manager - Core Equity at Mercantile Capital Advisers prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   23
Jonathan C. Jankus
(1947)
  Managing Director   Since 1999   Managing Director, The Guardian Life Insurance Company of America. Officer of various mutual funds within the Guardian Fund Complex.   20
Stewart M. Johnson
(1952)
  Senior Director   Since 2002   Senior Director, The Guardian Life Insurance Company of America since 1/02. Second Vice President from 12/00 to 1/02; Assistant Vice President prior thereto. Officer of various mutual funds within the Guardian Fund Complex.   20

 

     17

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.


n   The Guardian UBS VC Small Cap Value Fund

 

Notes to Financial Statements (Continued)

 

December 31, 2005

 

Name, Address and

Year of Birth

 

Position

with

Fund

 

Term of

Office and

Length of

Time

Served†

 

Principal Occupations

During Past 5 Years

 

Number of Funds

in the

Guardian Fund

Complex for which

Officer Serves

Nydia Morrison
(1958)
  Controller   Since 2003   Director, Mutual Fund Reporting, The Guardian Life Insurance Company of America since 5/04; Manager prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Frank L. Pepe
(1942)
  Vice President and Treasurer   Since 1995   Vice President and Equity Controller, The Guardian Life Insurance Company of America. Senior Vice President and Controller, The Guardian Insurance & Annuity Company, Inc. since 4/04; Vice President and Controller prior thereto. Senior Vice President and Controller, Guardian Investor Services LLC. Vice President and Treasurer of all of the mutual funds within the Guardian Fund Complex.   25
Richard T. Potter, Jr.
(1954)
  Vice President and Counsel   Since 1992   Vice President and Equity Counsel, The Guardian Life Insurance Company of America. Senior Vice President and Counsel, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 4/04; Vice President and Counsel prior thereto. Vice President and Counsel of Park Avenue Securities LLC and all of the mutual funds within the Guardian Fund Complex.   25
Robert A. Reale
(1960)
  Managing Director   Since 2001   Managing Director, The Guardian Life Insurance Company of America, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC since 3/01; Second Vice President 10/99 to 2/01. Assistant Vice President, Metropolitan Life prior thereto. Officer of all of the mutual funds within the Guardian Fund Complex.   25
Thomas G. Sorell
(1955)
  President   Since 2003   Executive Vice President and Chief Investment Officer, The Guardian Life Insurance Company of America since 1/03; Senior Managing Director, Fixed Income Securities since 3/00; Vice President, Fixed Income Securities prior thereto. Managing Director, Investments: Park Avenue Life Insurance Company. President of all of the mutual funds within the Guardian Fund Complex.   25
Donald P. Sullivan, Jr.
(1954)
  Vice President   Since 1995   Vice President, Equity Administration, The Guardian Life Insurance Company of America. Vice President, The Guardian Insurance & Annuity Company, Inc. and Guardian Investor Services LLC. Officer of all of the mutual funds within the Guardian Fund Complex.   25

 

The Statement of Additional Information includes additional information about fund directors and is available upon request, without charge, by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 

  There is no set term of office for Directors and Officers. The table reflects the year from which each person has served as Director and/or Officer.

 

18    


n   The Guardian UBS VC Small Cap Value Fund

 

Report of Ernst & Young LLP,

Independent Registered Public Accounting Firm

 

Board of Directors of The Guardian Variable Contract Funds, Inc. and

Shareholders of The Guardian UBS VC Small Cap Value Fund (the Fund)

 

We have audited the accompanying statement of assets and liabilities of The Guardian UBS VC Small Cap Value Fund, (one of the series constituting The Guardian Variable Contract Funds, Inc.), including the schedule of investments, as of December 31, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial

highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Guardian UBS VC Small Cap Value Fund, one of the series of The Guardian Variable Contract Funds, Inc., at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated herein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

Boston, Massachusetts

February 8, 2006

 


 

     19


n   Guardian UBS VC Small Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited)

 

The Boards of Directors of The Guardian Variable Contract Funds, Inc. (“GVCF”), GIAC Funds, Inc. (“GIAC”), The Guardian Bond Fund, Inc. (“GBF” and a “Fund”) and The Guardian Cash Fund, Inc. (“GCF” and a “Fund”) (together, the series of GVCF and GIAC, and GBF and GCF are referred to as the “Funds,”) approved the renewal of the management agreement for each Fund and, as applicable, the subadvisory agreement for each Fund on November 17, 2005. As a part of the renewal process, the Boards of Directors of GVCF, GIAC, GBF and GCF met independently of Fund management and of the interested Board Members to consider the renewal of: (1) the management agreement (“Management Agreement”) between each of the Funds and Guardian Investor Services LLC (“GIS”) or as applicable, Guardian Baillie Gifford Limited (“GBG” and together with GIS, each referred to as a “Manager”); (2) as applicable, the subadvisory agreements (each a “Subadvisory Agreement”) between GBG and Baillie Gifford Overseas Limited (“BGO”) and the subadvisory agreements between GIS and UBS Global Asset Management (Americas) Inc. (“UBS” and together with BGO, each referred to as a “Subadvisor”). (The Management Agreements and the Subadvisory Agreements are together referred to as the “Advisory Agreements.”) As part of the review process, the Independent Directors were represented by independent legal counsel. The Independent Directors reviewed comprehensive materials received from the Managers, Subadvisors and independent counsel in connection with contract review. The Independent Directors noted that each Board also received regular information throughout the year regarding performance and operating results of each Fund and that in evaluating the Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Managers on matters relating to the Funds.

 

In preparation for the review process, the Independent Directors met with independent legal counsel and discussed the type and nature of information to be provided and sent a formal request for information to Fund management. The Managers and Subadvisors provided extensive information to all Board members in response to the request. Among other information, the Independent Directors reviewed materials to assess the services provided by each Manager and Subadvisor, and, as applicable, information comparing the performance, advisory fees and expense ratios of each Fund to other mutual funds, information about the profitability from the Advisory Agreements to the Managers and to the Subadvisors, information about economies of scale and information about the other benefits to the Managers and Subadvisors and their affiliates resulting from their relationship with the Funds (“fall-out benefits”). The Independent Directors reviewed comparative performance and management fee and expense ratios of peer groups of funds selected by Morningstar, Inc. (“Morningstar”). The Independent Directors also received a memorandum from independent legal counsel advising them of their duties and responsibilities in connection with the review of the Advisory Agreements. In preparation for the November 17th meeting, the Independent Directors met on November 3, 2005, to review and discuss with independent legal counsel the information provided by Morningstar.

 

Based upon their review, the Independent Directors concluded that it was in the best interest of each Fund to renew each relevant Advisory Agreement and, accordingly, recommended to the full Board of each Fund the renewal of each applicable Advisory Agreement. In reaching this conclusion for each Fund, the Independent Directors did not identify any single factor or group of factors as all important or controlling and considered all factors together.

 

Management Agreements

 

Nature, Quality and Extent of Services. In reviewing the nature, quality and extent of services provided by the Managers, the Independent Directors considered the services provided by each Manager under the Management Agreements, including administrative services. The Independent Directors considered the experience and skills of senior management responsible for fund operations, the experience and skills of the personnel performing the functions under each Management Agreement and the resources made available to such personnel, the ability of the Managers to attract and retain high-quality personnel, and the organizational depth of the Managers. The Independent Directors concluded that appropriate resources were provided under each Management Agreement. The Independent Directors also considered the delegation of day-to-day portfolio management responsibility to UBS with respect to the Guardian UBS VC Large Cap Value Fund and the Guardian UBS VC Small Cap Value Fund and to BGO with respect to the Baillie Gifford International Growth Fund and the Baillie Gifford Emerging Markets Fund and the Managers’ ability to supervise the activities of the Subadvisors. The Independent Directors concluded each Manager’s supervisory program was satisfactory. The Independent Directors also considered the compliance program established by the Managers and the level of compliance attained by the Managers. Further, the Independent Directors considered that each Manager has had a long-term relationship with the Funds and has demonstrated its past and future commitment to support the Funds. The Independent Directors concluded that a long-term relationship with a capable, conscientious adviser was in the best interest of each Fund. Based upon all relevant factors, the Independent Directors concluded that the nature, quality and extent of the services provided by the Managers to each applicable Fund were satisfactory.

 


 

20    


n   Guardian UBS VC Small Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and longer-term (three year, five year and ten year) periods, as applicable, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. The Independent Directors received comparative performance information prepared by Morningstar. The Independent Directors also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Independent Directors concluded that investment performance met acceptable levels of investment performance. For Funds that experienced underperformance, the Independent Directors reviewed the reasons for the underperformance and the remedial measures taken by the Manager to improve performance. The Independent Directors concluded that the Managers have in place an effective process to monitor performance and that reasonable steps had been implemented to address circumstances of underperformance where appropriate. Therefore, the Independent Directors concluded that it was in the best interests of the Funds to renew the Management Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s management fees and net expense ratios. The Independent Directors received information, based on data supplied by Morningstar, comparing each Fund’s management fee rates and total net expense ratio to advisory fees and total net expense ratios of the mutual funds in its peer group (as selected by Morningstar). The Independent Directors also received and considered information on fee waivers and/or reimbursements for each Fund compared to those of its peer group. The Independent Directors noted that a number of the Funds have received fee waivers for many years and that such fee waivers remained current through the time of the review process.

 

The Independent Directors also compared each Fund’s management fee rates to fees charged by the Manager for comparable mutual funds. For each Fund, the Independent Directors reviewed the fees charged by other advisors for mutual funds in the Fund’s peer group. GIS provided information on the advisory fees it charges its two institutional accounts and noted the information was not comparable with the Funds because the investment objectives and management style of the institutional accounts were very different than those of the Funds. GBG has no clients other than the Funds.

 

On the basis of all information provided, the Independent Directors concluded that the management fee schedules for each Fund were reasonable and appropriate in light of the nature, quality and extent of services provided by the Manager.

 

Profitability. The Independent Directors reviewed detailed information regarding revenues received by each Manager under each Management Agreement, including identification of the estimated direct and indirect costs of the Managers of providing those services to each Fund that are covered under the Management Agreements. The Independent Directors also received information regarding the enterprise-wide profitability of the Managers with respect to all fund services in totality.

 

For all Funds, based upon the profitability percentage provided, the Independent Directors concluded that the profitability to the applicable Manager from the management of each Fund was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund and the Guardian Cash Fund had management fee schedules that each contained one breakpoint. The Independent Directors also considered whether the effective management fee rate for each Fund under the Management Agreement is reasonable in relation to the asset size of such Fund. The Independent Directors noted GIS’s representation that it did not anticipate that the Funds would experience any significant economies in the near future, given their asset size. The Independent Directors concluded that, in light of the Funds’ current asset levels, the fee schedule for each Fund reflects an appropriate level of sharing of any economies of scale.

 

Other Benefits to Manager. The Independent Directors also considered the character and amount of other incidental benefits received by the Managers and their affiliates as a result of their relationship with the Funds. The Independent Directors noted the Managers’ representation that each has the ability to obtain proprietary research as a result of the Funds’ brokerage business that may be used for the benefit of the Funds and other clients of the Managers. The Independent Directors concluded that management fees for each Fund were reasonable in light of these fall-out benefits.

 

Subadvisory Agreements

 

Nature, Quality and Extent of Services. The Independent Directors considered the nature, extent and quality of services provided under each Subadvisory Agreement. The Independent Directors considered the reputation, qualifications and background

 


 

     21


n   Guardian UBS VC Small Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

of the Subadvisors, the experience and skills of investment personnel responsible for the day-to-day management of each Fund, and the resources made available to such personnel. The Independent Directors also considered the Subadvisors’ compliance with investment policies and general legal compliance. The Independent Directors concluded that each Subadvisor was providing satisfactory services and recommended that the Subadvisory Agreement for each applicable Fund be continued.

 

Investment Performance. The Independent Directors reviewed each Fund’s investment performance over short-term (one-year) and, where applicable, longer-term periods, and compared those returns to various agreed-upon performance measures, including market indices and peer groups. Based upon all relevant factors, the Independent Directors concluded that the investment performance of each subadvised Fund either met acceptable levels of investment performance or, in situations where there was underperformance, the underperformance was not over a long enough period of time to provide a meaningful measure of performance. Therefore, the Independent Directors concluded, based upon each Fund’s particular circumstances, that it was in the best interests of each Fund to renew the Subadvisory Agreements and to continue to closely monitor performance with a particular emphasis on those Funds experiencing underperformance.

 

Fees and Expenses. The Independent Directors considered each Fund’s subadvisory fees and how they related to the overall management fee structure of each Fund. The Independent Directors evaluated the competitiveness of the subadvisory fees based upon data supplied by Fund management, which showed each Subadvisor’s standard fee schedule for similarly managed institutional accounts. Based on the information provided by Fund management, the Independent Directors noted that the Subadvisors charged comparable or lower fees for the Funds than their standard fee schedules. The Independent Directors also considered that the Managers compensate the Subadvisors from their own management fees.

 

Based upon all of the above, the Independent Directors determined that the subadvisory fees for each Fund were reasonable.

 

Profitability. The Independent Directors received general information with respect to each Subadvisor’s profitability. The Independent Directors noted that the Managers compensate the Subadvisors from their own management fees and that the fees were competitive based on the information provided by the Subadvisors and the Managers. In addition, the Independent Directors noted that the Subadvisory Agreements with UBS were negotiated at arm’s length between GIS and UBS. The Independent Directors also noted the amount of revenue generated by each Subadvisor from its subadvisory fees. The Independent Directors reviewed data on the estimated range of profitability to UBS for the Funds it subadvised and concluded that its profitability was not unreasonable. The Independent Directors took into account the level of revenues and the profitability to the parent entity of BGO as a result of BGO’s subadvisory relationship with the Funds it subadvised and concluded that profitability was not unreasonable.

 

Economies of Scale. The Independent Directors considered whether there are economies of scale with respect to the subadvisory services provided to each applicable Fund and whether the subadvisory fees reflect such economies of scale through breakpoints in fees or otherwise. The Independent Directors noted that the Guardian UBS VC Small Cap Value Fund contained one breakpoint in its subadvisory fee schedule. The Independent Directors also considered whether the effective subadvisory fee rate for each Fund under the Subadvisory Agreement is reasonable in relation to the asset size of the Fund. The Independent Directors concluded that the fee schedule for each Fund reflects an appropriate recognition of any economies of scale.

 

Other Benefits to Subadvisors. The Independent Directors also considered the character and amount of other incidental benefits received by each Subadvisor, including any benefit derived from their affiliation with the Funds. The Independent Directors considered that UBS may use an affiliate to execute portfolio transactions for the Funds it subadvises, subject to Rule 17e-1 procedures that have been approved by the Board. The Independent Directors also considered each Subadvisor’s soft dollar practices. The Independent Directors concluded that the fees charged under each Subadvisory Agreement were reasonable in light of these fall-out benefits.

 

Specific Fund Findings

 

The Guardian UBS VC Small Cap Value Fund

 

In determining to recommend renewal of the Fund’s Advisory Agreements, the Independent Directors concluded that although the Fund experienced slight underperformance relative to its peer group, such performance was within a reasonable range of the peer group average in light of the Fund’s satisfactory absolute performance. The Independent Directors also noted that although the Fund’s management fee rate was above the median of the Fund’s peer group, the management fee was within an acceptable range of the median, particularly in light of the desire to retain an experienced value-style subadvisor.

 


 

22    


n   Guardian UBS VC Small Cap Value Fund

 

Board Approval of Investment Management Agreements (Unaudited) (Continued)

 

Overall Conclusions

 

Based upon all of the information considered and the conclusions reached, the Independent Directors determined that the terms of each Advisory Agreement continue to be fair and reasonable and that the continuation of each Advisory Agreement is in the best interests of each Fund.

 


 

     23


n   The Guardian UBS VC Small Cap Value Fund

 

Shareholder Voting Summary (Unaudited)

 

November 15, 2005

 

On November 15, 2005, a Special Shareholder Meeting of the Fund was held at which the eleven Directors, identified below, were elected (Proposal No. 1) and the sub-proposals in Proposal No. 2, as described in the Proxy Statement, were approved. The following is a report of the votes cast:

 

Proposal No. 1

 

Election of the Eleven Nominees for Director:

 

NOMINEE


   FOR

   WITHHELD

   TOTAL

DIRECTORS

              

Kathleen C. Cuocolo

   76,165,969.554    1,858,569.914    78,024,539.468

Frank J. Fabozzi

   76,176,372.381    1,848,167.087    78,024,539.468

Arthur V. Ferrara

   75,994,827.909    2,029,711.559    78,024,539.468

Leo R. Futia

   75,817,210.074    2,207,329.394    78,024,539.468

William N. Goetzmann

   76,164,019.071    1,860,520.397    78,024,539.468

Anne M. Goggin

   76,112,215.256    1,912,324.212    78,024,539.468

William W. Hewitt

   75,933,986.870    2,090,552.598    78,024,539.468

Sidney I. Lirtzman

   75,898,936.066    2,125,603.402    78,024,539.468

Dennis H. Manning

   76,179,952.757    1,844,586.711    78,024,539.468

Steven J. Paggioli

   76,173,796.441    1,850,743.027    78,024,539.468

Robert G. Smith

   75,972,333.669    2,052,205.799    78,024,539.468

 

Proposal No. 2

 

Approving an amendment to, or the elimination of, the Fund’s fundamental investment restriction, as described in the Proxy Statement, with respect to the following:

 

SUB-PROPOSALS


   FOR

   AGAINST

   ABSTAIN

   TOTAL

2(a)      Diversification of investments;

   1,576,344.658    50,787.716    57,360.052    1,684,492.426

2(b)      Borrowing;

   1,594,789.074    32,343.300    57,360.052    1,684,492.426

2(c)      Issuing senior securities;

   1,575,217.844    51,914.530    57,360.052    1,684,492.426

2(d)      Concentration of investments in the same industry;

   1,594,789.074    32,343.300    57,360.052    1,684,492.426

2(e)      Investments in real estate

   1,593,662.260    33,470.114    57,360.052    1,684,492.426

2(f)      Investments in commodities, and

   1,593,662.260    33,470.114    57,360.052    1,684,492.426

2(g)      Underwriting the securities of other issuers.

   1,594,789.074    32,343.300    57,360.052    1,684,492.426

 


 

24    


n   The Guardian UBS VC Small Cap Value Fund

 

Proxy Voting Policies and Procedures (Unaudited)

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2005, is available free of charge upon request by logging on to www.guardianinvestor.com or the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

 

Form N-Q (Unaudited)

 

The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each year on the Form N-Q. The Fund's Forms N-Q are available on the SEC's website at www.sec.gov, and can be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

Code of Ethics (Unaudited)

 

The Fund has adopted a code of ethics for its Principal Executive Officer and Principal Financial Officers (the “Code”). The purpose of the Code is to promote, among other things: honest and ethical conduct, including the handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents filed with the SEC; and compliance with applicable laws and regulations. A copy of the Code has been filed with the SEC on Form N-CSR and can be obtained on the SEC’s website at www.sec.gov.

 

Copies of all of the above can be obtained free of charge by calling 1-800-221-3253 or by writing to Guardian Investor Services LLC at 7 Hanover Square, New York, New York 10004.

 


 

     25


ITEM 2. CODE OF ETHICS.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (the “Code”). A copy of the Code is filed as an exhibit to this Form N-CSR. There were no substantive amendments made to the Code, nor were there any waivers granted under the Code, during the period covered by this report.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT

The registrant’s Board of Directors/Trustees has determined that Robert G. Smith qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Dr. Smith serves as Chairman of the registrant’s audit committee and is considered “independent” for purposes of Item 3 of Form N-CSR.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) – (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s principal accountant were as follows: 2005 – (a) Audit Fees $140,423; (c) Tax Fees $39,379; 2004 – (a) Audit Fees $127,860; (c) Tax Fees $37,890.

Audit Fees include amounts related to the audit and report on the registrant’s annual financial statements. Tax fees include amounts related to tax compliance services.

(e)(1) Pursuant to the Audit Committee charter, the Audit Committee of the Board is responsible for pre-approving any engagement of the Registrant’s accountant to provide any non-prohibited services to the Registrant, including the fees and other compensation to be paid to the accountant. The Chairman of the Audit Committee may grant the pre-approval of services to the Registrant for non-prohibited services. All such delegated pre-approvals shall be presented to the Audit Committee no later than the next Audit Committee meeting.

The Audit Committee of the Board is responsible for pre-approving any engagement of the Registrant’s accountant, including the fees and other compensation to be paid to the accountant, to provide any non-audit services to the Registrant’s investment adviser (or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant), if the engagement relates directly to the operations and financial reporting of the Registrant. The Chairman of the Audit Committee may pre-approve non-audit services, which are not prohibited, to the adviser (or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant). All such delegated pre-approvals shall be presented to the Audit Committee no later than the next Audit Committee meeting.

 

  (2) No services described in paragraph (b) – (d) of Item 4, were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable.

(g) Not Applicable.

(h) Not Applicable.


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS

Included in response to Item 1.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASES.

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board during the most recent fiscal half-year.

 

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s certifying officers have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant’s certifying officers are aware of no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.

(a)(2) Separate certifications by the registrant’s certifying officers, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(a)(3) Not applicable.

(b) A certification by the registrant’s certifying officers, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.


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.

The Guardian Variable Contract Funds, Inc.

 

By:  

/s/ Thomas G. Sorell

 

Thomas G. Sorell

 

President of

 

The Guardian Variable Contract Funds, Inc.

Date: March 3, 2006

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:  

/s/ Thomas G. Sorell

 

Thomas G. Sorell

 

President of

 

The Guardian Variable Contract Funds, Inc.

Date: March 3, 2006

 

By:  

/s/ Frank L. Pepe

 

Frank L. Pepe

 

Vice President and Treasurer of

 

The Guardian Variable Contract Funds, Inc.

Date: March 3, 2006