1
EXHIBIT 2
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
---------------------------------------------
I, Dennis W. Click, Secretary of NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY, hereby certify that the following is a true and correct resolution
adopted by the BOARD OF DIRECTORS of NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY, at a meeting duly convened and held on the 22nd day of May, 1998,
at which a quorum was present and acting throughout.
RESOLVED, that the Company, pursuant to the provisions of Ohio Revised
Code Section 3907.15, hereby establishes a separate account, designated
Nationwide VL Separate Account-D (hereinafter the Variable Account) for the
following use and purposes, and subject to such conditions as hereafter set
forth:
RESOLVED FURTHER, that the Variable Account shall be established for the
purpose of providing for the issuance of variable life insurance policies
(hereinafter the Policies), which Policies provide that part or all of the life
insurance benefits and cash value will reflect the investment experience of one
or more designated underlying securities; and
RESOLVED FURTHER, that the fundamental investment policy of the Variable
Account shall be to invest or reinvest the assets of the Variable Account in
securities issued by investment companies registered under the Investment
Company Act of 1940, as may be specified in the respective Policies; and
RESOLVED FURTHER, that the proper officers of the Company be, and they
hereby are, authorized and directed to take all action they deem necessary or
appropriate to: (a) register the Variable Account as a unit investment trust
under the Investment Company Act of 1940, as amended; (b) register the Policies
in such amounts as the officers of the Company shall from time to time deem
appropriate under the Securities Act of 1933 and to prepare and file amendments
to such registration as they may deem necessary or desirable; and (c) take all
other action necessary to comply with: the Investment Company Act of 1940,
including the filing of applications for such exemptions from the Investment
Company Act of 1940 as the officers of the Company shall deem necessary or
desirable; the Securities Exchange Act of 1934; the Securities Act of 1933;
and all other applicable state and federal laws in connection with offering
said Policies for sale and the operation of the Variable Account; and
2
RESOLVED FURTHER, that the proper officers of the Company, as appointed by
a duly executed Power of Attorney, each of them with full power to act without
the others, hereby are severally authorized and empowered to execute and cause
to be filed with the Securities and Exchange Commission on behalf of the
Variable Account and by the Company as sponsor and depositor any required
Registration Statement and Notice thereof registering the Variable Account as
an investment company under the Investment Company Act of 1940; and one or more
Registration Statements under the Securities Act of 1933, registering the
Policies and any and all amendments to the foregoing on behalf of and as
attorneys for the 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
Variable Account and the Company; and
RESOLVED FURTHER, that the proper officers of the Company be, and they
hereby are, authorized on behalf of the Variable Account and on behalf of the
Company to take any and all action which they may deem necessary or advisable
in order to sell the Policies and, if necessary, to register or qualify Policies
for offer and sale under the insurance and securities laws of any of the states
of the United States of America and in connection therewith to execute, deliver
and file all such applications, reports, covenants, resolutions 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 in order to maintain such registration or qualification
for as long as said officers or counsel deem it to be in the best interests of
the Variable Account and the Company; and
RESOLVED FURTHER, that the proper officers of the Company be, and they
hereby are, authorized in the names and on behalf of the Variable Account and
the Company to execute and file irrevocable written consents on the part of the
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 thereof in connection with said registration or qualification
of Policies and appoint the appropriate state official, or such other persons
as may be allowed by said insurance or securities laws, agent of the Variable
Account and of the Company for the purpose of receiving and accepting process;
and
RESOLVED FURTHER, that the appropriate officers of the Company be, and they
hereby are, authorized to establish procedures under which the Company will
provide sales and administrative functions with respect to the Policies issued
in connection therewith, including, but not limited to procedures for providing
any voting rights required by the federal securities laws for owners of such
3
Policies with respect to securities owned by the Variable Account, adding
additional underlying investment series to the Variable Account, and permitting
conversion or exchange of Policies values or benefits among the various series.
I further certify that the foregoing resolution has not been amended,
altered, or repealed and is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the corporate
seal of NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY to be hereunto affixed
this 2nd day of July, 1998.
/s/ DENNIS W. CLICK
------------------------
Dennis W. Click
Secretary
(seal)