EXHIBIT 99.BdRES
Exhibit 1.A.(1)
Resolutions of the Board of Directors of PFL Life
Establishing the Separate Account
WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF
PFL LIFE INSURANCE COMPANY
NOVEMBER 20, 1998
The undersigned, being all of the Directors of PFL Life Insurance Company, an
Iowa corporation (hereafter referred to as the "Company"), acting as authorized
in Section 490.821 of the Iowa Business Corporation Act and Article II, Section
8, of the Company's Bylaws, HEREBY ADOPT, unanimously, the following resolutions
by Written Consent and authorize the actions therein to be taken by the Company
upon the filing of the Written Consent in the Minute Book of the Company:
RESOLVED, that PFL Life Insurance Company (the "Company"), pursuant to the
applicable provisions of the Iowa Insurance Laws, hereby establishes a new
separate account designated "LEGACY BUILDER VARIABLE LIFE SEPARATE
ACCOUNT" (hereinafter the "Account") for the following purposes, and,
subject to such conditions as hereafter set forth, said use, purposes and
conditions to be in full compliance with Iowa Insurance Laws and all rules
and regulations of the Iowa Insurance Department;
FURTHER RESOLVED, that the Account shall be established for the purpose of
providing for the issuance by the Company of such variable life insurance
policies (the "Policies") as the President or a Vice President may
designate for such purpose, and shall constitute a separate account into
which allocated amounts paid to the Company are applied under the terms of
such Policies; and
FURTHER RESOLVED, that the income, gains and losses, realized or
unrealized, from assets allocated to the Account shall, in accordance with
the Policies, be credited to or charged against such Account, without
regard to other income, gains or losses of the Company; and
FURTHER RESOLVED, that the Account may be divided into two or more
subaccounts, and that the income, gains and loses, realized and
unrealized, from assets allocated to a subaccount may, in accordance with
the Policies, be credited to or charged against such subaccount, without
regard to income, gains or losses of any other subaccount or of the
Company.
FURTHER RESOLVED, that the fundamental investment policy of the Account
shall be to invest or reinvest the assets of the Account as may be
specified in the respective Policies and without regard to any
requirements or limitations prescribed by Iowa Insurance Laws governing
the investments of life insurance companies; and
FURTHER RESOLVED, that the President, or each Vice President, be, and
hereby is, authorized to deposit such amount in the 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 President, or each Vice President, be, and
hereby is, authorized to transfer funds from time to time between the
Company's general account and the Account in order to establish the
Account or to support the operation of the Policies with respect to the
Account as deemed necessary or appropriate and consistent with the terms
of the Policies; and
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 in connection with
the offering of said Policies for sale and the
operation of the Account, as the officers of the Company shall deem
necessary or appropriate; and
FURTHER RESOLVED, that the Company be authorized and directed to obtain
any required approvals with respect to the establishment of the Account
and marketing of the Policies from the Commissioner of Insurance of Iowa
and any other statutory or regulatory approvals required by the Company as
an Iowa corporation; and
FURTHER RESOLVED, that the appropriate officers of the Company be, and
they hereby are, authorized on behalf of the Account, the Policies and the
Company to take any and all action they may deem necessary or advisable in
order to sell the Policies, including any registrations, filings, and
qualifications of the Company, its officers, agents and employees or the
Policies, and to register and/or obtain approval of the Policies under the
insurance laws of any of the states or the securities laws 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, requests for exemptions, registration statements,
consent 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, filings or qualifications for as long as the
said officers or counsel deem it to be in the best interests of the
Account, the Policies and the Company; and
FURTHER RESOLVED, that the President, the Vice President and the Secretary
of the Company be, and they hereby are, each authorized in the name and on
behalf of the Account and the Company to execute and file irrevocable
written consents on behalf of the Account and of the Company to be sued in
such states wherein such consents to service of process may be required
under the insurance laws therein in connection with said registrations,
filings or qualification of the Policies and to appoint the appropriate
state official or such other person as may be allowed by said insurance
laws, agent of the Account and of the Company for the purpose of receiving
and accepting process; and
FURTHER RESOLVED, that the President of the Company is hereby authorized
to execute such agreement or agreements as deemed necessary and
appropriate in connection with the establishment, operation and
maintenance of the Account and the design, issuance, and administration of
the Policies; and
FURTHER RESOLVED, that the appropriate officers of the Company are hereby
authorized to execute whatever agreement or agreements may be necessary or
appropriate to enable the Account to make investments appropriate to the
Account in support of the Policies; 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 they
may deem necessary or desirable to carry out the foregoing resolutions and
the intent and purposes thereof; and
FURTHER RESOLVED, 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.
This Written Consent may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Written Consent.
IN WITNESS WHEREOF, the undersigned have executed this Written Consent of the
Board of Directors of PFL Life Insurance Company as of the date first
hereinabove set forth.
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Patrick S. Baird Craig D. Vermie
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William L. Busler Larry N. Norman
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Douglas C. Kolsrud