EXHIBIT 1.(1)(a)
RESOLUTIONS FOR THE ESTABLISHMENT OF A
VARIABLE LIFE REGISTERED SEPARATE ACCOUNT May 6, 1997
WHEREAS, the management of the Company has determined that the
Company shall take the necessary steps to (i) develop a variable life
insurance marketing program, (ii) obtain variable life certificate of
authority in every state in which the Company is authorized to transact
business, and (iii) enable the Company to issue variable life contracts;
NOW THEREFORE BE IT RESOLVED, that the Company, pursuant to the
provisions of TEX. INS. CODE art. 3.75 (1996) and TEX. ADMIN. CODE tit.
28, ss. 3.806 (1996), hereby establishes a variable life registered
separate account to be designated "American General Life Insurance
Company Separate Account VL-R," (hereinafter "the Separate Account") for
the following use and purposes, and subject to such conditions as
hereinafter set forth; and
BE IT FURTHER RESOLVED, that the Separate Account is established
for the purpose of providing for the issuance by the Company of such
variable life or such other contracts ("Contracts") as the Chief
Executive Officer or his designated representative may designate for
such purpose and shall constitute a Separate Account into which are
allocated amounts paid to or held by the Company under such Contracts;
and
BE IT FURTHER RESOLVED, that pursuant to TEX. INS. CODE art. 3.75
ss. 1(c) (1996) and except as provided by the next paragraph, amounts
allocated to the Separate Account and accumulations on those amounts may
be invested and reinvested without regard to any requirements or
limitations prescribed by the laws of the State of Texas governing the
investments of life insurance companies, and the investments in the
Separate Account will not be taken into account in applying the
investment limitations otherwise applicable to the investments of the
Company; and
BE IT FURTHER RESOLVED, that pursuant to TEX. INS. CODE art. 3.75
ss. 1(d) (1996), reserves for benefits guaranteed as to dollar amount
and duration and funds guaranteed as to principal amount or stated rate
of interest will not be maintained in the Separate Account except with
the approval of the Texas Commissioner of Insurance and under conditions
for investments, and other matters, that recognize the guaranteed nature
of the benefits provided and that are prescribed by the Texas State
Board of Insurance; and
BE IT FURTHER RESOLVED, that pursuant to TEX. INS. CODE art. 3.75
ss. 1(f) (1996) and to the extent provided under the Contracts, the
portion of the assets of the Separate Account equal to the reserves and
other Contract liabilities with respect to the Separate Account are not
chargeable with liabilities arising out of any other business the
Company may conduct; and
BE IT FURTHER RESOLVED, that pursuant to TEX. ADMIN. CODE tit. 28,
ss. 3.806(2) (1996), the Company shall maintain assets in the Separate
Account with a value at least equal to the greater of the valuation
reserves for the variable portion of the Contracts or the benefit base
for such Contracts; and
BE IT FURTHER RESOLVED, that the income, gains and losses, whether
or not realized, from assets allocated to the Separate Account shall be
credited to or charged against the Separate Account, in accordance with
the Contracts, without regard to other income, gains, or losses of the
Company; and
BE IT FURTHER RESOLVED, that the fundamental investment policy of
the Separate Account shall be to invest or reinvest the assets of the
Separate Account in securities issued by investment companies registered
under the Investment Company Act of 1940, as amended, as the Company
designates pursuant to the provisions of the Contracts; and
BE IT FURTHER RESOLVED, that multiple investment divisions be, and
hereby are, established within the Separate Account to which net
payments under the Contracts will be allocated in accordance with
instructions received from contract holders, and that the Chief
Executive Officer or his designated representative be, and hereby is,
subject to applicable state insurance regulatory approval, authorized to
increase or decrease the number of investment divisions in the Separate
Account as deemed necessary or appropriate; and
BE IT FURTHER RESOLVED, that each such investment division shall
invest only in the shares of a single mutual fund or a single mutual
fund portfolio of an investment Corporation organized as a series fund
pursuant to the Investment Company Act of 1940; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer,
President and Treasurer be, and they hereby are, authorized, subject to
applicable state insurance regulatory approval, to deposit such amount
in the Separate Account or in each investment division thereof as may be
necessary or appropriate to facilitate the commencement of the Separate
Account's operations; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer of the
Company or his designated representative be, and hereby is, authorized
to change the designation of the Separate Account to such other
designation as the Chief Executive Offer may deem necessary or
appropriate; and
BE IT FURTHER RESOLVED, that the appropriate officers of the
Company, with such assistance from the Company's auditors, legal counsel
and independent consultants or others as they may require, be, and they
hereby are, authorized and directed to take all action necessary to: (i)
register the Separate Account as a unit investment trust under the
Investment Company Act of 1940, as amended; (ii) register the Contracts
in such amounts, which may be an indefinite amount, as the officers of
the Company shall from time to time deem appropriate under the
Securities Act of 1933; and (iii) take all other actions which are
necessary in connection with the offering of said Contracts for sale and
the operation of the Separate Account in order to comply with the
Investment Company
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Act of 1940, the Securities Exchange Act of 1934, the Securities Act of
1933, and other applicable federal laws, including the filings of any
amendments to registration statements, any undertakings, and any
applications for exemptions from the Investment Company Act of 1940 or
other applicable federal laws as the officers of the Company shall deem
necessary or appropriate; and
BE IT FURTHER RESOLVED, that the appropriate officers of the
Company be, and they hereby are, authorized on behalf of the Separate
Account and on behalf of the Company to take any and all action that
they may deem necessary or advisable in order to sell the Contracts,
including any registrations, filings and qualifications of the Company,
its officers, agents and employees, and the entering into contracts
under the insurance and securities laws of any of the states of the
United States of America or other jurisdictions, and in connection
therewith, to prepare, execute, deliver and file all such applications,
reports, covenants, resolutions, applications for exemptions, consents
to service of process and other papers and instruments as may be
required under such laws, and to take any and all further action which
said officers or counsel of the Company may deem necessary or desirable
(including entering into whatever agreements and contracts may be
necessary) in order to maintain such registrations or qualifications for
as long as said officers or counsel deem them to be in the best
interests of the Separate Account and the Company; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer of the
Company or his designated representative be, and hereby is, authorized
to establish criteria by which the Company shall institute procedures to
provide for a pass-through of voting rights to the owners of such
Contracts as required by the applicable laws with respect to securities
owned by the Separate Account; and
BE IT FURTHER RESOLVED, that the General Counsel for the Company
be, and hereby is, authorized in the names of and on behalf of the
Separate Account and the Company to execute and file irrevocable written
consents on the part of the Separate Account and of the Company to be
used in such states wherein such consents to service of process may be
requisite under the laws therein in connection with said Contracts and
to appoint the appropriate state official, or such other person as may
be allowed by said laws, agent of the Separate Account and of the
Company for the purpose of receiving and accepting process; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer of the
Company or his designated representative be, and hereby is, authorized,
subject to applicable state insurance regulatory approval, to execute
such agreement or agreements on such terms and subject to such
modifications as deemed necessary or appropriate (i) with a qualified
entity that will be appointed principal underwriter and distributor for
the Contracts, and (ii) with one or more qualified banks or other
qualified entities to provide administrative and/or custodial services
in connection with the establishment and maintenance of the Separate
Account and the design, issuance, and administration of the Contracts;
and
BE IT FURTHER RESOLVED, that the appropriate officers of the
Company are hereby authorized to execute whatever agreement or
agreements as may be necessary or appropriate to enable such investments
on behalf of the Separate Account to be made; and
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BE IT FURTHER RESOLVED, that the Chief Executive of the Company or
his designated representative be, and hereby is, subject to applicable
state insurance regulatory approval, authorized to establish and
designate additional variable life registered separate accounts, in
accordance with the provisions (statutory and otherwise) set forth in
these resolutions, as the Chief Executive Officer of the Company or his
designated representative may deem necessary or appropriate in order to
accommodate and provide for alternative investment strategies and
policies for variable life registered contracts that cannot be
accommodated by or provided for through Separate Account VL-R; and
BE IT FURTHER RESOLVED, that the appropriate officers of the
Company, and each of them, are hereby authorized to execute and deliver
all such documents and papers and to do or cause to be done all such
acts and things as they may deem necessary or desirable to carry out the
foregoing resolutions and the intent and purposes thereof.
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