GIAC Board Resolutions Relating to
New Variable Annuity Product
RESOLVED, that the Board of Directors of The Guardian Insurance & Annuity
Company, Inc. (the "Company") establishes, pursuant to Section 2932 of the
Delaware Insurance Code, a separate account to be designated THE GUARDIAN
SEPARATE ACCOUNT F (hereinafter in these resolutions referred to as the
"Account") to serve as a segregated asset account to receive, hold and invest
amounts arising from (a) premiums paid for the individual and group variable
annuity contracts issued by the Company through the Account (the "Contracts");
and (b) such assets of the Company as the proper officers of the Company may
deem prudent and appropriate to have invested in the same manner as the assets
applicable to its reserve liability under the Contracts and lodged in the
Account, and such amounts, together with the dividends, interest and gains
produced thereby shall be invested and reinvested, subject to the rights of the
holders of such Contracts, in units of the Account at the value of such units at
the time of acquisition; and it is further
RESOLVED, that the Board of Directors hereby approves the offering
through the Account, as investment options for Contractowner allocations, of
such open-end management investment companies registered with the Securities and
Exchange Commission ("SEC") under the Investment Company Act of 1940 (the "1940
Act") and such other investment options as the officers of the Company deem
appropriate; and it is further
RESOLVED, the Account shall be registered as a unit investment trust
under the 1940 Act and the Securities Act of 1933 (the 1933 Act"), and that the
officers of the Company be and they hereby are authorized to sign and file with
the SEC, or cause to be signed and filed with the SEC, a registration statement
on behalf of the Account, as registrant, under the 1933 Act ("1933 Act
Registration") together with any exemptive applications, no-action requests or
other documents as they may deem necessary to effectuate registration of the
units of the Account; and it is further
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RESOLVED, that the officers of the Company are authorized and directed to
sign and file with the SEC, or cause to be signed and filed with the SEC,
amendments of such 1933 Act Registration or other documents as they may deem
necessary or advisable from time to time respecting the Account; and it is
further
RESOLVED, that the signature of any director or officer of the Company
required by law to affix his signature to such 1933 Act Registration, or to any
amendment thereof, may be affixed by said director or officer personally, or by
an attorney-in-fact duly constituted in writing by said director or officer to
sign his name thereto in the form of power of attorney; and it is further
RESOLVED, that the officers of the Company are authorized and directed to
employ Guardian Investor Services Corporation to serve as distributor of the
Contracts and to prepare any and all agreements as they may deem necessary or
desirable for the provision of such services to the Account with the advice of
counsel, subject to final approval by the Board of Directors of or by the
Executive Committee of the Board; and it is further
RESOLVED, that the officers the Company are authorized and directed to
sign and file with the SEC, or cause to be signed and filed with the SEC, such
periodic reports under the 1940 Act respecting the Account as they may deem
necessary or advisable from time to time; and it is further
RESOLVED, that the Board of Directors of the Company authorizes $100,000
in the aggregate be deposited into the Account as "seed capital" to commence its
operations and that the officers of GIAC are given discretion as to the timing
of such deposit of seed capital; and it is further
RESOLVED, that the Company shall abide by the conditions imposed by the
SEC and set forth in Investment Company Act Release Number 14685 (August 20,
1985) regarding the offer of shares of registered open-end management investment
companies to multiple Company separate accounts in connection with the operation
of the Account; and it is further
RESOLVED, that the officers of the Company be and they hereby are
authorized to take whatever steps may be necessary or desirable, with the advice
of counsel, to comply with such laws and regulations of the several states as
may be applicable to the establishment of the Account and the sale of the
Contracts; and it is further
RESOLVED, that the officers of the Company be and they hereby are
authorized, in the name and on behalf of the Company, to execute and deliver
such corporate documents and certificates and to take such further action as may
be necessary or desirable, with the advice of counsel, in order to effectuate
the purposes of the foregoing resolutions.
