EXHIBIT 1.(1)
WRITTEN CONSENT TO ACTION
BY THE BOARD OF DIRECTORS
OF USAA LIFE INSURANCE COMPANY
The undersigned, being and constituting the Board of Directors of USAA Life
Insurance Company, a Texas Corporation, do hereby consent in writing, without
a meeting, to the adoption of the following resolutions:
WHEREAS, the Board of Directors (the "Board") has determined that it is
desirable for the USAA Life Insurance Company (the "Company") to provide
variable life insurance policies to its customers and prospective customers;
NOW THEREFORE, the Board resolves as follows:
RESOLVED, that the Company will amend its Certificate of Authority in those
states where required in order to authorize it to sell variable life insurance
policies. The Company will file the variable life insurance policy form in all
states where it is licensed to do business and any other legal documents,
affidavits, exhibits or any other information required by the various State
Insurance Departments.
RESOLVED, that the Life Insurance Separate Account of USAA Life Insurance
Company (the "Separate Account") be and it is hereby established in accordance
with the provisions of Chapter 3, Article 3.75 of the Texas Insurance Code,
and the Regulations promulgated thereunder, for the purpose of providing a
funding medium to support reserves under such variable life insurance policies
as may be issued by the Company.
RESOLVED, that the Company and its Directors, Officers, employees, and
affiliates with respect to the purchase or sale of investments of the Separate
Account will adhere to standards of conduct that comply with 15 United States
Code ss. 80a-17, as amended, and applicable rules and regulations thereunder
and will adhere to a Code of Ethics to assure compliance with these legal
requirements.
RESOLVED, that no recommendation shall be made to an applicant to purchase a
variable life insurance policy and that no variable life insurance policy
shall be issued in the absence of reasonable grounds to believe that the
purchase of such policy suitable for such applicant on the basis of
information furnished after reasonable inquiry of such applicant concerning
the applicant's insurance and investment objectives, financial situation and
needs, and any other information known to the registered representative acting
on behalf of the Company and the broker/dealer that the Company contracts with
to distribute the variable life insurance policy making the recommendation.
RESOLVED, that the Offices of the Company are authorized to take all actions
which they deem necessary or appropriate to issue and sell variable life
insurance policies. Such authority shall include, without limitation,
registering the product in an amount (which may be in an indefinite amount)
from time to time under the Securities Act of 1933, as amended, registering
the Separate Account as a unit investment trust under the Investment Company
Act of 1940, as amended, and filing any exemptive application or applications,
and any amendment thereto with respect to the product or the Separate Account,
under the Investment Company Act of 1940, as amended, and taking all other
actions necessary or appropriate in order that such proposed issue and sale of
the variable life insurance policies and operation of the Separate Account may
comply with the requirements of the Securities Act of 1933, as amended, the
Investment Company act of 1940, as amended, the Securities Exchange Act of
1934, as amended the Investment Advisers Act of 1940, as amended, and all
other applicable federal and state laws and regulations.
RESOLVED, that the Separate Account may have amounts allocated thereto
(including proceeds applied under optional modes of settlement) to provide for
variable life insurance policies (and benefits incidental thereto) payable in
variable amounts. The Separate Account shall be established and maintained
pursuant to the laws of Texas under which income, gains and losses, whether or
not realized, from assets allocated to the Separate Account, are, in
accordance with the applicable policy, credited to or charged against the
Separate Account without regard to other income, gains or losses of the
Company. The Separate Account shall be legally segregated, the assets of the
Separate Account shall, at the time during the year that adjustments in the
reserves are made, have a value at least equal to the reserves and other
policy liabilities with respect to the Separate Account, and at all other
times, shall have a value approximately equal to or in excess of such reserves
and liabilities, and that portion of such assets having a value equal to, or
approximately equal to, such reserves and contract liabilities shall not be
chargeable with liabilities arising out of any other business which the
Company may conduct.
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 such investment company or investment companies registered under the
Investment Company Act of 1940, as amended, as the Officers may select and
designate, consistent with the terms of the variable life insurance policies
and applicable laws.
RESOLVED, that one or more Sub-Accounts be established within the Separate
Account to which net premiums from variable life insurance policies will be
allocated in accordance with instructions received from policy owners, and
that the Officers are authorized to increase or decrease the number of
Sub-Accounts in the Separate Account, or consolidate or otherwise modify the
Sub-Accounts in the Separate Account, as they deem necessary or appropriate,
subject to applicable law.
RESOLVED, that each Sub-Account shall invest only in the shares of a single
investment company or a single portfolio of an investment company organized as
a series fund pursuant to the Investment Company Act of 1940.
RESOLVED, that the President and Senior Vice President, Finance are authorized
to transfer funds from the Separate Account to the General Account as deemed
appropriate and consistent with the terms of the variable life insurance
policies and applicable laws.
RESOLVED, that the Officers are authorized to establish criteria by which the
Company shall institute procedures to provide for a pass-through of voting
rights to the owners of any variable life insurance policies issued by the
Company as required by applicable laws, or otherwise appropriate, with respect
to the shares of any investment company or companies whose shares are held in
the Separate Account.
RESOLVED, that Dwain A. Akins and Richard T. Halinski, Jr., Counsel for the
Company are constituted and appointed agents to receive service of process and
notices and communications from the Securities and Exchange Commission with
respect to such registration statements or exemptive applications as may be
filed on behalf of the Company concerning the Separate Account, and to
exercise the powers given to such agent in the rules and regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, the Securities
Exchange Act of 1934, as amended, and the Investment Advisers Act of 1940, as
amended, and all other applicable federal and state laws and regulations.
RESOLVED, that the Officers are authorized to do or cause to be done all
things necessary or appropriate, as may be advised by counsel, to comply with,
or obtain exemptions from, federal or state statutes or regulations that may
be applicable to the issuance and sale of variable life insurance policies
through the Separate Account of the Company, including without limitation,
applying for exemptions with respect to policies to be issued in the future
through Separate Accounts to be established either by the Company or an
affiliate of the Company.
RESOLVED, that the Company will act as the Depositor for the Separate Account
and, further, that the Company will provide all or some administrative
services in connection with the establishment and maintenance of the Separate
Account and other administrative services in connection with the issuance and
sale of such variable life insurance policies, all on such terms and subject
to such modifications as the Officers deemed necessary or appropriate.
RESOLVED, that the Officers are authorized to organize and incorporate a
suitable investment company or companies under state corporate or business
trust law and the Investment Company Act of 1940, or to take steps to have an
existing investment company or companies organize one or more suitable series
or portfolios under the Act, as deemed appropriate by the Officers, the shares
of which shall be purchased by the Company in order to serve as an investment
vehicle for the Separate Account, and, further, that the Officers are
authorized to do all things they deem necessary or appropriate to carry out
the foregoing.
RESOLVED, that in order for the Company to have an efficient administration
system for the variable life insurance policies, the Board of Directors of the
Company may enter into agreements to secure such services for a reasonable
fee, compensation or remuneration with a Subsidiary, Affiliate or Independent
Contractor, all on such terms and subject to such conditions as the Officers
deem necessary or appropriate to effectuate the foregoing.
RESOLVED, that in order for a suitable distribution system to be in effect in
connection with the sale of variable life insurance policies, the Officers are
authorized to enter into a distribution agreement with a subsidiary,
affiliate, or independent contractor, all on such terms and such conditions as
the Officers deem necessary or appropriate.
This consent shall be filed with the Minutes of the Corporation.
DATED: January 20, 1998
/S/EDWIN L. ROSANE /S/MICHAEL J. C. ROTH
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Edwin L. Rosane Michael J. C. Roth
/S/ROBERT G. DAVIS /S/JANICE E. MARSHALL
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Robert G. Davis Janice E. Marshall
/S/BRADFORD W. RICH /S/WILLIAM B. TRACY
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Bradford W. Rich William B. Tracy
/S/JOSUE ROBLES, JR. /S/DONALD R. WALKER
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Josue Robles, Jr. Donald R. Walker