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EXHIBIT (1)
Resolution of the Board of Directors of United Investors Life Insurance
Company
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UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF
UNITED INVESTORS LIFE INSURANCE COMPANY
IN LIEU OF SPECIAL MEETING
The undersigned, constituting all of the members of the Board of Directors
of United Investors Life Insurance Company (the "Company"), a Missouri
corporation, acting pursuant to Section 351.340 of the Missouri General Business
Corporation Law and Section 9 of Article III of the Bylaws of the Company,
hereby adopt the following resolutions as action of the Board of Directors of
the Company by unanimous written consent and direct that such resolutions be
placed with the minutes of the proceedings of the Board of Directors of the
Company:
BE IT RESOLVED by the Board of Directors of United Investors Life
Insurance Company (the "Company") that the Company, pursuant to the
provisions of Section 376.309 of the Missouri Insurance Status, hereby
establishes a separate account designated, "Titanium Annuity Variable
Account" (hereinafter "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
annuity or such other contracts ("Contracts") as the Board of Directors 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 twenty-nine (29) 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 contract-holders, and that the Board of Directors 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 each investment division may be comprised of
two subdivisions, one to hold the amounts contributed under Contracts
issued to retirement plans qualifying for favorable tax treatment under the
provisions of the Internal Revenue Code, as amended, and the other to hold
amounts contributed under Contracts not issued to such qualified plans; and
FURTHER RESOLVED, that the President and the Treasurer 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 commencement of the Account's operation; and
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FURTHER RESOLVED, that the President and the Treasurer be, and they hereby
are, authorized to transfer funds from time to time between United Investors'
general account and Variable Account as deemed necessary or appropriate and
consistent with the terms of the Contracts; 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 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, any undertakings, and any applications for exemptions form the
Investment Company act of 1940 or other applicable federal laws as the Officers
of the Company shall deem necessary or appropriate; and
FURTHER RESOLVED, that the President, the Treasurer and the Vice President
and Chief Actuary, and each of them with full power to act without the others,
hereby are severally authorized and empowered to prepare, execute 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 John H. Livingston and Frederick R. Bellamy are
hereby jointly and severally appointed as agents 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, 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 and
contracts as 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 Variable Account and the Company; and
FURTHER RESOLVED, that the President and the Vice President and Chief
Actuary of the Company be, and they hereby are authorized in the names and on
behalf of Variable Account and 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
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be allowed by said insurance or securities laws, agent of Variable Account
and of the Company for the purpose of receiving and acception process; and
FURTHER RESOLVED, that the President 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 President of the Company is hereby
authorized to execute such agreement or agreements as deemed necessary and
appropriate (i) with any qualified entity under which such 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.
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.
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.
DATED as of this 15th day of September, 1999.
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