SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 September 29, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Attn: Michael Pawluk, Esq.

 Senior Special Counsel

Division of Investment Management –

 Disclosure Review and
Accounting Office

Re:
 The Guardian Insurance & Annuity Company

Registration Statement on Form S-1

File No. 333-272291

Dear Mr. Pawluk:

 This letter, which we have filed as
Correspondence, responds to the Staff’s comment letter of July 27, 2023 with regard to the above-referenced Registration Statement on Form S-1. Along with this letter, we have included a revised
prospectus reflecting the Company’s revisions in response to the Staff’s comments. A courtesy blackline reflecting the changes will be provided to the Staff.

For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response. In appropriate instances, we have
‘separated’ the Staff’s comments to reflect multiple parts of a single numbered comment. Capitalized terms used herein have the same meaning as in the registration statement. For administrative reasons and in order to facilitate a
smooth product launch, the Company would greatly appreciate responses to these comments on or about November 1, 2023. At the appropriate time, the Company will file a pre-effective amendment reflecting
all revisions in response to Staff comments and any currently missing information, including any necessary financial statements. At that time, the Company will file an acceleration request in which it will seek effectiveness, which is anticipated to
be in early 2024.

 General

1.
 Comment: We note that the registration statement is missing information and exhibits and contain
bracketed disclosures. We may have comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on
exhibits filed in any pre-effective amendment.

 Response: We confirm
that all missing information, including the financial statements and all exhibits, will be included in a pre-effective amendment to the registration statement.

2.
 Comment: Supplementally, please inform us whether there are any types of guarantees or support
agreements with third parties to support any Contract features or benefits, or whether Guardian will be solely responsible for any benefits or features associated with the Contract.

 Response: There are currently no guarantees or support agreements with third parties
to support any of the obligations under the Contract. The Company will be solely responsible for any benefits or features associated with the Contract.

3.
 Comment: As is noted below, the prospectus uses a large number of defined terms, a considerable
number of which are derivations of other defined terms. We believe such significant use of defined terms may impede understanding of the terms and features of the Contract. Please consider minimizing the number of these defined terms where possible,
in a manner consistent with plain English principles, in order to avoid investor confusion.

 Response: We have
reduced the number of defined terms as requested. Where defined terms were derivations of other defined terms (e.g., “Cap with Par”), we have consolidated those derived terms into the definition of the main defined term.

4.
 Comment: Where a comment is made as to disclosure in one location of the registration statement, it
is applicable to all similar disclosure appearing elsewhere in the registration statement.

 Response: We have
made corresponding changes throughout wherever similar disclosure appears.

 PROSPECTUS

Front Cover Page

5.
 Comment: In the first paragraph, please add the following statement: “The prospectus describes
all material rights and obligations of annuity purchasers under the Contract.”

 Response: We have done
so.

6.
 Comment: In the second sentence of the first paragraph, please consider using a different term in
lieu of “accumulate” (e.g., invest) in order to avoid the impression that the Contract allows multiple premiums to be paid over the life of the Contract. Please make similar changes where appropriate throughout (for example, in the first
paragraph of the Summary section).

 Response: We have done so.

7.
 Comment: The Contract is styled as a “single premium” contract, but the “Premium
Payments” subsection of the Summary notes a separate individual and cumulative premium dollar limit. Please revise the prospectus to clarify whether multiple premium payments are allowed and, if so, over what period. If only one premium payment
is allowed or multiple payments are allowed but only over a limited period, please highlight that in the cover page.

 Response: We have revised the disclosure in the “Premium Payment”
subsection of the Summary and the “Purchasing the Contract” section to clarify that the reference to cumulative premiums is referring to premiums paid under other contracts issued by the Company combined with the single premium payment
permitted under the Contract, the sum of which may not exceed $1,000,000 without prior approval.

8.
 Comment: In the third paragraph, please give a brief description of what a “Strategy Term”
is. For example, consider adding language after the first sentence to the effect of “Earnings and losses are calculated over the course of fixed periods, each referred to as a ‘Strategy Term’.”

Response: Respectfully, we note that the meaning of the term “Strategy Term” was identified in the preceding paragraph. We
believe that the brief description of the term “Strategy Term” is more appropriate in this paragraph, which describes the investment options available under the Contract. We have revised the second paragraph to include the Staff’s
more descriptive explanation of the term.

9.
 Comment: Also in the third paragraph, please include a general statement on how gains and losses are
calculated at the end of a Strategy Term. For example, consider adding a sentence to the effect of “We apply earnings and losses at the end of a Strategy Term to your investment, after adjusting for any applicable downside protection and limit
on upside potential.”

 Response: As stated in our response to Comment #8 above, respectfully, we believe
a brief description of the investment options available under the Contract is more appropriate in the second paragraph. Accordingly, we have included a general statement of how gains and losses are calculated at the end of a Strategy Term in the
second paragraph.

10.
 Comment: In a new paragraph after the third paragraph, please add the following statements:

•

 This is not an index fund or an investment in any underlying fund. Index-linked annuity contracts are complex
insurance and investment vehicles. Investors should speak with a financial professional about the Contract’s features, benefits, risks, and fees, and whether the Contract is appropriate for the investor based upon his or her financial situation
and objectives. You could lose money under the Contract.

•

 The Company’s obligations under the Contract are subject to the creditworthiness and claims paying
ability of the Company.

 Response: We have done so.

Glossary

11.
 Comment:

(a) Please consider minimizing the use of multiple defined terms when defining a particular defined term. For example, the definition
of “Cap Rate with Participation Rate (“Cap with Par”) Strategy” includes multiple defined terms that are not intuitively understood without referring separately to the definition for that term.

 Response: As stated in our response to Comment #3, we have consolidated the
definitions of certain defined terms that are derivations of other terms into the main defined term to minimize the need to refer separately to other definitions.

(b) In addition, please consider minimizing use of the term “Strategy” in multiple defined terms to avoid investor
confusion and misunderstanding.

 Response: We have done so.

12.
 Comment: The first sentence in the definition for “Buffer/Buffer Rate” appears to refer to
“Buffer.” Please revise that sentence to make that clearer.

 Response: We have done so.

13.
 Comment: In the definition of “Crediting Strategy,” please indicate what the components are
(e.g., cap rate, index, participation rate, etc.). Please also supplementally clarify whether there are instances where there will be only one component to an IPCS.

Response: We have revised the definition of “Crediting Strategy” to clarify that the term “Crediting Strategy”
itself is a component of an IPCS. We note that all of the components of an IPCS have been identified in the definition of “IPCS” and in the “IPCS” subsection of the “Investment Strategies” section in the prospectus.
Specifically, the components of an IPCS include (i) an Index, (ii) a Strategy Term, (iii) a Protection Strategy, (iv) a Crediting Strategy, and (v) may include the Performance Lock feature. Of those components, only the
Performance Lock feature may not be available at all times. However, as noted in our response to Comment #26(b) below, the Performance Lock option, when available, is available for the duration of the Strategy Term.

14.
 Comment: Please consider including a definition of the term “Investment Strategy” as part
of the Glossary.

 Response: We have done so.

15.
 Comment: The definition for “Performance Lock” states it is “not available for all of
the IPCSs.” The Index Protection and Crediting Strategies subsection of the Investment Strategies section of the prospectus lists the Protection Lock as available for every IPCS listed. Please revise the definition to reconcile the apparent
discrepancy.

 Response: We have removed the column of the table that indicates the Performance Lock feature is
available for every IPCS, as this will not always be the case, and revised the definition for “Performance Lock” to clarify that the Performance Lock feature may not be available in the future on certain or any IPCS options.

16.
 Comment: Supplementally, please explain the use of the defined term “Protection
Strategy” when there is only one such strategy under the Contract (i.e., buffers) or delete this defined term throughout.

 Response: The Company believes that the term “Protection Strategy” is more
naturally understood by investors as the component of the IPCS that protects them from a portion of the loss they would otherwise incur. In order to validate this general understanding and to facilitate the addition of other types of Protection
Strategies the Company may choose to offer in the future (which we note would be added by post-effective amendment), we strongly prefer to maintain this defined term.

17.
 Comment: As part of the definition of “Strategy Value Base,”
please explain that “pro-rata” in this case means the Strategy Value Base is not reduced dollar for dollar, but rather in the same percentage that the withdrawal reduces
the Strategy Interim Value and that this could reduce the Strategy Value Base by more than the dollar amount of the withdrawal.

Response: We have included an explanation of the pro-rata reduction of the Strategy Value Base
for withdrawals and the effect of pro-rata reductions in the definition of “Strategy Value Base,” as well as further clarified the operation of the reduction.

18.
 Comment: The Cap Rate definition refers to “a minimum guaranteed rate,” the Fixed Rate
definition refers to “the minimum guaranteed rate,” and the definition for Participation Rate refers to “minimum guaranteed rates.” Please clarify in the Summary and in the sections for these terms what are these minimum rates
with respect to both current and any future investment options.

 Response: We have identified the minimum
guaranteed rates in the Summary and revised the disclosure throughout the prospectus to clarify that these rates are guaranteed for the life of the Contract.

Summary

19.
 Comment: Please re-phrase the second sentence of the first
paragraph to state “The Contract may not be appropriate if you have a short time horizon and may take early or frequent withdrawals.”

Response: We have done so.

20.
 Comment: In the row “Application Rate Lock,” the prospectus refers to an undefined phrase,
“crediting rates,” which isn’t explained until page 13 of the prospectus. This should be defined or made clear in the Summary. In addition, it is unclear what references to “higher” and “lower” refer to. Please
clarify this usage.

 Response: We have included an explanation of crediting rates in the Summary and revised
the disclosure in the “Application Rate Lock” row to clarify that “higher” and “lower” refer to the current effective crediting rates, which may be higher or lower than the crediting rates that were in effect at the
time a prospective purchaser signed the application to purchase the Contract.

21.
 Comment: In the Summary’s discussion of the Protection Strategies, please include the following
additional disclosures:

•

 Summary disclosures on how the Buffers are reset, and as to any notice or right to reject.

•

 State the minimum downside exposure that would be applicable to any investment option under the Contract.

 In addition, given that there are multiple strategies under the contract, please consider using a chart or other visual
aid to describe the combination of options that are available.

 Response: We have done so.

22.
 Comment: In the first paragraph of the row “Crediting Strategies,” we note that the
Glossary defines the term “Crediting Strategies” as potentially including multiple components of an IPCS, whereas this discussion suggests a Crediting Strategy is only one component of the IPCS. Please reconcile the two disclosures.

 Response: As stated in our response to Comment 13, we have revised the definition of “Crediting
Strategy” to clarify that it represents one component of an IPCS.

23.
 Comment: Please revise the second paragraph of the row “Crediting Strategies” using Plain
English principles. For example, the paragraph refers to a cap rate that is uncapped, and elsewhere refers to an “uncapped cap rate.” To avoid the potential for investor confusion, please revise the disclosure to avoid use of the phrases
“Cap Rate that is uncapped” and “uncapped cap rate.” Please consider using the term “Cap Rate” to only refer to defined Cap Rates. Please also consider adding examples for clarity.

Response: We have revised the “Crediting Strategies” row to use the term “Cap Rate” only when the Cap Rate is
defined. If no Cap Rate is declared, it is now referred to as having “no Cap Rate.” We have included brief examples to illustrate each of the possible combinations of Cap Rates and Participation Rates.

24.
 Comment: This second paragraph also notes that with a “defined Cap Rate” strategy the
Participation Rate will never exceed 100%. Please note in the Summary the consequences of having a Participation Rate of less than 100%.

Response: We note that the minimum guaranteed Participation Rate is 100%. This applies to all IPCS options with a Cap with Par Crediting
Strategy. Accordingly, a Participation Rate of less than 100% could not occur under the Contract. We have revised the disclosure to clarify that (i) if a Cap Rate is declared, the Participation Rate will always be 100%, and (ii) if no Cap
Rate is declared, the Participation Rate will be at least 100%, but may be higher.

25.
 Comment: The third bullet in the “Crediting Strategies” row notes that a Participation Rate
of more than 100% may accompany Crediting Strategies without a Cap. Please clarify whether the buffers available on those strategies can be expected to be the same as Strategies that have a defined Cap Rate.

 Response: We have added disclosure explaining that the Buffer Rate under an IPCS
option will remain the same regardless of the crediting rates that are declared for new Strategy Terms.

26.
 Comment:

(a) In the row “Performance Lock,” pleas