Exhibit 1.(1)
GREAT-WEST
Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, CO 80111
This will certify that the following is a true and correct copy of a resolution
passed at a meeting of the Board of Directors of Great-West Life & Annuity
Insurance Company duly called and held on the twenty-fifth day of November,
1997, at which meeting a quorum was present and acting throughout, and that said
resolution is still in full force and effect:
That the Company hereby authorizes the establishment of separate
accounts designated GWL&A VUL Series Accounts 1 - 5 (hereinafter "the
Accounts"), subject to such conditions as hereafter set forth, said
use, purposes, and conditions to be in full compliance with C.R.S.
?10-7-402 and all rules and regulations of the Colorado Division of
Insurance;
Further, that the appropriate officers are hereby authorized to
determine the terms of the offering of the Accounts; to designate from
time to time the number of separate investment divisions as may be
necessary or appropriate for each Account to which net payments under
the Contracts will be allocated in accordance with instructions
received from contractholders; and, to establish all procedures,
standards, and arrangements necessary or appropriate for the operation
of the Accounts; and
Further, that the Accounts shall be established for the purpose of
allowing the Company to issue corporate-owned or bank-owned variable
universal life insurance contracts ("Contracts") as the President or a
Vice-President may designate and shall constitute separate accounts
into which will be allocated amounts paid to the Company which are to
be applied under the terms of such Contracts; and
Further, that the income, gains and losses, realized or unrealized,
from assets allocated to the Accounts shall be credited to or charged
against such Accounts without regard to other income, gains, or losses
of the Company to the extent provided in the Contracts; and
Further, that the fundamental investment policy of the Accounts shall
be to invest or reinvest the assets of the Accounts in securities
issued by investment companies registered under the Investment Company
Act of 1940 or invest or reinvest the assets of the Accounts directly
in other separate accounts and other investments according to the
investment objective and policy established for such Contract or
Contracts; and
Further, that the President or a Vice-President each be, and hereby is,
authorized to deposit such amounts in the Accounts or in each
investment division as may be necessary or appropriate to facilitate
the commencement of the Accounts? operations; and
Further, that the President or a Vice-President each be, and hereby is,
authorized to transfer funds from time to time into the Accounts in
order to establish the Accounts or to support the operation of the
Contracts with respect to the Accounts or to transfer funds from time
to time out of the Accounts if transfer is made by cash or securities
having a readily determined market value, if such transfer is approved
by the Commissioner of the Division of Insurance; and
Further, that the President or a Vice-President each be, and is hereby
authorized to change the designation of the Accounts to such other
designation as he may deem necessary or appropriate; and
Further, 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 take all
actions which are necessary in connection with the offering of said
Contracts for sale and the operation of the Account in order to comply
with the Investment Company Act of 1940, the Securities Exchange Act of
1934, the Securities Act of 1933 and other applicable federal laws,
including the filing of registration statements and amendments thereto,
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
Further, that the appropriate officers of the Company be, and they
hereby are, authorized on behalf of the Accounts and on behalf of the
Company to take any and all action 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 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 may
be necessary) in order to maintain such registrations or qualifications
for as long as said officers or counsel deem it to be in the best
interests of the Accounts and the Company; and
Further, that the President, the Vice-Presidents and the Secretary of
the Company be, and they hereby are, each authorized in the names and
on behalf of the Accounts and the Company to execute and file
irrevocable written consents on the part of the Accounts and of the
Company to be used in such states wherein such consents to service of
process may be required under the insurance or securities laws therein
in connection with said registration or qualification of the Contracts
and to appoint the appropriate state official or such other person as
may be allowed by said insurance or securities laws, agent of the
Accounts and of the Company for the purpose of receiving and accepting
process; and
Further, that the President or a Vice-President each be, and hereby is,
authorized to cause the Company to institute procedures for providing
voting rights for owners of such Contracts with respect to securities
owned by the Accounts; and
Further, that the President or a Vice-President each be, and is hereby
authorized to execute such agreement or agreements as deemed necessary
and appropriate with underwriters and distributors for the Contracts in
connection with the establishment and maintenance of the Accounts or
the design, administration and offer and sale of the Contracts;
provided, however, that the Company is directed to finalize such
agreements before effecting any registrations or filings of the
Contracts or the Accounts; and
Further, that the appropriate officers of the Company are hereby
authorized to execute whatever agreement or agreements may be necessary
or appropriate to enable the Accounts to invest in securities issued by
one or more investment companies registered under the Investment
Company Act of 1940 as may be specified in the respective Contracts;
and
Further, 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; and
Further, that the term "appropriate officers" as used herein, shall
include all of the elected and appointed officers of the Company,
either severally or individually, subject to any applicable resolutions
of the Board of Directors dealing with signing authority for the
Company.
Dated at Englewood, /s/ B.A. Byrne
Colorado this 30th day -----------------------------------
of December, 1998. B.A. Byrne
Assistant Vice President, Associate
Counsel and Assistant Secretary