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THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
FORM 10-K
EXHIBIT 3.5
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
BOARD OF TRUSTEES
RESOLUTION FOR GROUP VARIABLE ANNUITY CONTRACTS
ACCOUNT C
NOVEMBER 23, 1983
WHEREAS, NML Separate Account C ("Account C") was established by a
Resolution of the Board of Trustees on July 22, 1970 in accordance with the
Wisconsin Insurance Laws to facilitate the issuance of certain agreements (the
"Agreements") which have been offered and sold to certain pension and
profit-sharing plans; and
WHEREAS, the operations of Account C and the terms of the Agreements
have been modified from time to time as authorized by Committees of the Board of
Trustees and officers of the Company acting pursuant to delegated authority; and
WHEREAS, it is desired to offer group variable annuity contracts (the
"Contracts") for use in connection with (a) corporate pension and profit-sharing
plans meeting the requirements of Section 401(a) of the Internal Revenue Code of
1954, as amended (the "Code"), and (b) plans (commonly referred to as "H.R.-10
Plans") providing retirement benefits to self-employed individuals and their
employees and meeting the requirements of Section 401 or 403(a) of the Code.
NOW, THEREFORE, BE IT RESOLVED as follows:
1. Account C shall be operated by the Company to facilitate the
issuance and maintenance of the Agreements and the Contracts in accordance with
their terms, and the amounts paid to the Company in connection with the
Agreements and Contracts, less stated amounts as set forth therein, shall be
allocated to Account C.
2. The income, if any, and gains or losses, realized or unrealized, of
Account C shall be credited to or charged against the amounts so allocated to
Account C in accordance with the terms and conditions of the Agreements and the
Contracts without regard to the other income, gains or losses of the Company,
and the assets thereof shall not be chargeable with any liabilities arising out
of any other separate account or any other business of the Company.
3. Amounts allocated to Account C shall continue to be invested in
shares of NML Stock Fund, Inc., NML Bond Fund, Inc., NML Money Market Fund, Inc.
and NML One Fund, Inc. (the "Funds") at the net asset value of such shares,
except that other securities may be substituted for the shares of the Funds as
provided in the Agreements and the Contracts, and the Company shall maintain
appropriate arrangements with the Funds for the purchase by Account C of shares
of the Funds at the net asset value thereof.
4. $250,000,000 offering price of the Contracts, or units thereof, or
such lesser amount as may be designated by the President of the Company, to be
offered in connection with H.R.-10 Plans, shall be registered for sale under the
Securities Act of 1933.
5. The offering of the Agreements and the Contracts shall be limited to
H.R.-10 Plans and corporate pension and profit-sharing plans which meet the
requirements of Section 401(a) of the Code so as to preclude the necessity for
registration of Account C as a unit investment trust or otherwise under the
Investment Company Act of 1940, as amended.
6. The officers of the Company are hereby authorized and directed to
take all action necessary or desirable to comply with the Securities Act of 1933
and other applicable state and federal laws in connection with the offering of
Contracts for sale and the operation of Account C, including, without
limitation, the filing of registration statements, and amendments and exhibits
thereto; and the securing of such exemptions from and determinations and rulings
as to the application of state and federal laws as they deem advisable. The
Secretary of the Company is hereby appointed the agent of the Company to receive
any and all notices and communications from the Securities and Exchange
Commission in relation to such registration statements and amendments and
applications for such exemptions.
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THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
FORM 10-K
7. The officers of the Company are authorized and directed, under such
directions as may be specified from time to time by the Insurance Products and
Marketing Committee, to execute and deliver such instruments and to do such acts
and things as may be necessary or desirable to carry out the purpose and intent
of the foregoing resolution in the form or substantially the form as adopted,
including, without limitation, determination of the terms and conditions of the
Contracts; determination of the state or states in which appropriate action
shall be taken to obtain the requisite qualification, registration and/or
authorization for the sale of the Contracts as such officers may deem advisable;
performance on behalf of the Company of any and all such acts as they may deem
necessary or advisable to comply with applicable securities, insurance and other
laws of any such states and in connection therewith to execute and file all
requisite documents, including, but not limited to, contracts, applications,
reports, surety bonds, and irrevocable consents and appointments of attorneys
for service of process; and execution of such Contracts on behalf of the Company
as may be necessary or desirable to efficiently engage in the sale and
distribution of the Contracts including, without limitation, such contracts for
custodial, safekeeping, transfer, accounting, legal or disbursing services as
may be necessary or desirable. The execution by such officers of any document or
the performance of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Company and the
approval and ratification by the Company of the documents so executed and the
actions so taken.
8. The name of Account C is hereby changed to "NML Variable Annuity
Account C".
9. To the extent that this resolution is inconsistent with the
resolution which established Account C, this resolution shall control. In all
other respects, the resolution which established Account C shall remain in full
force and effect.
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