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Exhibit (A)(1)
National Life Insurance Company
Montpelier, Vermont
I, Jean K. Landolt, Assistant Secretary of the Corporation of National Life
Insurance Company, hereby certify that the attached resolution is a true copy of
a resolution adopted by the Board of Directors of National Life Insurance
Company at a meeting duly called and held on February 1, 1985. I further certify
that this resolution has not been rescinded or amended and remains in full force
and effect on the date hereof.
In witness whereof, I have hereunto subscribed my official signature and
set the seal of the Corporation this 24th day of April, 1995.
/s/ Jean K. Landolt
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Jean K. Landolt
Assistant Secretary of the Corporation
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NATIONAL LIFE INSURANCE COMPANY
BE IT RESOLVED, that the Company, pursuant to the provisions of 3855 of Title 8
of the Vermont Statutes Annotated, hereby establishes a separate account
designated, "National Variable Life Insurance Account" ("Variable Account") for
the following use and purposes, and subject to such conditions as hereinafter
set forth:
FURTHER RESOLVED, that Variable Account shall be established for the purpose of
providing for the issuance by the Company of such variable life or such other
contracts ("Contracts") as the Executive Committee 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
FURTHER RESOLVED, that the income, gains and losses, whether or not realized,
from assets allocated to Variable Account shall, in accordance with the
Contracts, be credited to or charged against such account without regard to
other income, gains, or losses of the Company; and
FURTHER RESOLVED, that the fundamental investment policy of Variable Account
shall be to invest or reinvest the assets of Variable Account in securities
issued by investment companies registered under the Investment Company Act of
1940 as may be specified in the respective Contracts; and
FURTHER RESOLVED, that five investment divisions be, and hereby are established
within Variable Account to which net payments under the Contracts will be
allocated in accordance with instructions received from contractholders, and
that the Executive Committee be, and hereby is, authorized to increase or
decrease the number of investment divisions in Variable Account as it deems
necessary or appropriate; and
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 company organized as a series fund pursuant to the Investment
Company Act of 1940; and
FURTHER RESOLVED, that the Chairman and the President and any Vice Chairman be,
and they hereby are, authorized to deposit such amount in Variable Account or
in each investment division thereof as may be necessary or appropriate to
facilitate the commencement of the Account's operations; and
FURTHER RESOLVED, that the Chairman and the President and any Vice Chairman be,
and they hereby are, authorized to transfer funds from time to time between the
Company's general account and Variable Account as deemed necessary or
appropriate and consistent with the terms of the Contracts; and
FURTHER RESOLVED, that the Executive Committee of the Company be, and is
hereby, authorized to change the designation of Variable Account to such other
designation as it may deem necessary or appropriate; and
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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: (a) Register Variable Account as
a unit investment trust under the Investment Company Act of 1940, as amended;
(b) 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 (c) Take all other actions which are necessary
in connection with the offering of said Contracts for sale and the operation of
Variable 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 any amendments to registration
statement, and 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 to appropriate; and
FURTHER RESOLVED, that the Chairman, the President and any Vice Chairman and the
Vice President and General Counsel, and each of them with full power to act
without the others, hereby are severally authorized and empowered to prepare,
execute, in person or by attorney-in-fact, and cause to be filed with the
Securities and Exchange Commission on behalf of Variable Account, and by the
Company as sponsor and depositor a Form of Notification of Registration
Statement under the Securities Act of 1933 registering the Contracts, and any
and all amendments to the foregoing on behalf of Variable Account and the
Company and on behalf of and as attorneys for the principal executive officer
and/or the principal financial officer and/or the principal accounting officer
and/or any other officer of the Company; and
FURTHER RESOLVED, that the Vice President and General Counsel, Alden Guild, is
hereby appointed as agent for service under any such registration statement duly
authorized to receive communications and notices from the Securities and
Exchange Commission with respect thereto; and
FURTHER RESOLVED, that the appropriate Officers of the Company be, and they
hereby are, authorized on behalf of Variable 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, agent 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 and
contracts may be necessary) in order to maintain such
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registrations or qualifications for as long as said officers or counsel deem it
to be in the best interests of Variable Account and the Company; and
FURTHER RESOLVED, that the Chairman, President, any Vice Chairman and the Vice
President and General Counsel of the Company be, and they hereby are, authorized
in the names and on behalf of Variable Account and of the Company to execute and
file irrevocable written consents on the part of Variable Account and of the
Company to be used in such states wherein such consents to service of process
may be requisite under the insurance or securities laws therein in connection
with said registration or qualification of Contracts and to appoint the
appropriate state official, or such other person as may be allowed by said
insurance or securities laws, agent of Variable Account and of the Company for
the purpose of receiving and accepting process; and
FURTHER RESOLVED, that the Chairman, President and any Vice Chairman of the
Company be, and hereby is, authorized to establish procedures under which the
Company will institute procedures for providing voting rights for owners of such
Contracts with respect to securities owned by Variable Account; and
FURTHER RESOLVED, that the Chairman, President and any Vice Chairman of the
Company is hereby authorized to execute such agreement or agreements as deemed
necessary and appropriate (i) with Equity Services, Inc., (ESI) or other
qualified entity under which ESI or such other entity 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 Variable Account and the design, issuance, and administration of the
Contracts; and
FURTHER RESOLVED, that, since it is expected that Variable Account will invest
in the securities issued by one or more investment companies, 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 to be
made; and
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 he may deem necessary
or desirable to carry out the foregoing resolutions and the intent and purposes
thereof.