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AMERICAN FAMILY LIFE INSURANCE COMPANY
Directors' Meeting
August 7, 2000
RESOLUTIONS AUTHORIZING
A VARIABLE LIFE SEPARATE ACCOUNT
BE IT RESOLVED, That this Board of Directors hereby establishes, with
the approval of the Wisconsin Commissioner of Insurance, a separate account
within American Family Life Insurance Company, pursuant to sections 611.24 and
611.25 of the Wisconsin Statutes, designated as "American Family Variable
Account I" (hereinafter "Variable Account I")' for the following uses and
purposes, and subject to such conditions as hereinafter set forth; and
FURTHER RESOLVED, That Variable Account I is established for the
purpose of providing for the issuance by the Company of certain variable life
insurance policies (the "Policies"), and shall constitute a funding medium to
support reserves under such Policies issued by the Company; and
FURTHER RESOLVED, That the income, gains and losses, realized or
unrealized, from assets allocated to Variable Account I shall be credited to or
charged against Variable Account I, without regard to other income, gains or
losses of the Company; and
FURTHER RESOLVED, That the assets of Variable Account I equal to the
reserves and other liabilities under the Policies and any other policies issued
through Variable Account I may not be charged with liabilities arising out of
any other business the Company may conduct; and
FURTHER RESOLVED, That Variable Account I shall be divided into
investment subaccounts (the "Subaccounts"), each of which shall invest in the
shares of a mutual fund portfolio, and net premiums under the Policies shall be
allocated in accordance with instructions received from owners of the Policies;
and
FURTHER RESOLVED, That the President and Executive Vice Presidents
and each of them, with full power to act without the others, are severally
authorized to add or remove any Subaccount of Variable Account I or add or
remove any mutual fund as may hereafter be deemed necessary or appropriate;
and
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FURTHER RESOLVED, That the income, gains and losses, realized or
unrealized, from assets allocated to each Subaccount of Variable Account I shall
be credited to or charged against such Subaccount of Variable Account I, without
regard to other income, gains or losses of any other Subaccount of Variable
Account I; and
FURTHER RESOLVED, That the President and Executive Vice
Presidents and each of them, with full power to act without the others, are
severally authorized to invest such amount or amounts of the Company's cash in
Variable Account I or in any Subaccount thereof or in any mutual fund as may be
deemed necessary or appropriate to facilitate the commencement of Variable
Account I's and/or the fund's operations and/or to meet any minimum capital
requirements under the Investment Company Act of 1940 (the "1940 Act"); and
FURTHER RESOLVED, That the President and Executive Vice
Presidents and each of them, with full power to act without the others, are
severally authorized to transfer cash from time to time from the Company's
general account to Variable Account I, or from Variable Account I to the general
account, as deemed necessary or appropriate and consistent with the terms of the
Policies; and
FURTHER RESOLVED, That this Board reserves the right to change the
designation of Variable Account I hereafter to such other designation as it may
deem necessary or appropriate; and
FURTHER RESOLVED, That the President and Executive Vice
Presidents and each of them, with full power to act without the others, with
such assistance from the Company's independent certified public accountants,
legal counsel and independent consultants or others as they may require are
severally authorized and directed to take all action necessary to: (a) register
Variable Account I as a unit investment trust under the 1940 Act; (b) register
the Policies in such amounts, which may be an indefinite amount, as such
officers of the Company shall from time to time deem appropriate under the
Securities Act of 1933 (the "1933 Act"); and(c) take all other actions that are
necessary in connection with the offering of the Policies for sale and the
operation of Variable Account I in order to comply with the 1940 Act, the
Securities Exchange Act of 1934, the 1933 Act, and other applicable Federal
Laws, including the filing of any registration statements, any undertakings,
no-action requests, consents, and any applications for exemptions from
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the 1940 Act or other applicable federal laws and any amendments to the
foregoing as the officers of the Company shall deem necessary or appropriate;
and
FURTHER RESOLVED, That the President and Executive Vice
Presidents and each of them, with full power to act without the others, are
severally authorized and empowered to prepare, execute and cause to be filed
with the Securities and Exchange Commission on behalf of Variable Account I, and
by the Company as sponsor and depositor, a Notification of Registration on Form
N-8A, a registration statement registering Variable Account I as an investment
company under the 1940 Act, and a registration statement registering the
Policies under the 1933 Act, and any and all amendments to the foregoing on
behalf of Variable Account I and the Company and on behalf of and as
attorneys-in-fact 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 Executive Vice President, Legal is duly
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 President and Executive Vice
Presidents and each of them, with full power to act without the others, are
severally authorized on behalf of Variable Account I and on behalf of the
Company to take any and all action that each of them may deem necessary or
advisable in order to offer and sell the Policies, including any registrations,
filings and qualifications both of the Company, its officers, agents and
employees, and of the Policies, 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, requests, undertakings, 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 such officers or legal counsel of the Company may deem necessary or
desirable (including entering into whatever agreements and contracts may be
necessary) in order to maintain such registrations or qualifications for as long
as the officers or legal counsel deem it to be in the best interests of Variable
Account I and the Company; and
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FURTHER RESOLVED, That the President and Executive Vice
Presidents and each of them, with full power to act without the others, be and
they hereby are severally authorized in the names and on behalf of Variable
Account I and the Company to execute and file irrevocable written consents on
the part of Variable Account I and of the Company to be used in such states
wherein such consents to service of process may be required under the insurance
or securities laws therein in connection with the registration or qualification
of the Policies and to appoint the appropriate state official, or such other
person as may be allowed by insurance or securities laws, agent of Variable
Account I and of the Company for the purpose of receiving and accepting process;
and
FURTHER RESOLVED, That the President and Executive Vice
Presidents and each of them, with full power to act without the others, are
severally authorized to establish procedures under which the Company will
provide voting rights for owners of the Policies with respect to securities
owned by Variable Account I; and
FURTHER RESOLVED, That the President and Executive Vice Presidents and
each of them, with full power to act without the others, are hereby severally
authorized to execute such agreement or agreements as deemed necessary and
appropriate (i) with American Family Securities, LLC, or other qualified entity
under which American Family Securities, LLC, or such other entity will be
appointed principal underwriter and distributor for the Policies, (ii) with one
or more qualified banks or other qualified entities to provide administrative
and/or custody services in connection with the establishment and maintenance of
Variable Account I and the design, issuance, and administration of the Policies,
and (iii) with the designated mutual funds and/or the principal underwriter and
distributor of those funds for the purchase and redemption of fund shares; and
FURTHER RESOLVED, That the President and Executive Vice
Presidents and each of them, with full power to act without the others, are
hereby severally authorized to execute and deliver such agreements and other
documents and do such acts and things as each of them may deem necessary or
desirable to carry out the foregoing resolutions and the intent and purposes
thereof; and
FURTHER RESOLVED, that the Company hereby adopts and
establishes the following Standards of Conduct for itself and its officers,
directors, and employees (each, an
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"Employee") with respect to the purchase or sale of investments of Variable
Account I:
No Employee shall:
1. Employ any device, scheme or artifice to defraud Variable Account I
or the owners of the Policies;
2. Make any untrue statement of a material fact with respect to the
investments of Variable Account I or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances in which they were made, not misleading;
3. Engage in any act, practice or course of business that operates or
would operate as a fraud or deceit upon Variable Account I or the
owners of the Policies;
4. Engage in any manipulative practice with respect to Variable
Account I or the owners of the Policies;
5. Sell to, or purchase from, Variable Account I any securities or
other property, except as permitted under applicable laws, rules,
regulations, order, or other interpretation of any government, agency,
or self-regulatory organization;
6. Purchase or allow to be purchased for Variable Account I any
securities of which the Company or an affiliated company is the
issuer, except as permitted under applicable laws, rules, regulations,
order, or other interpretation of any government, agency, or
self-regulatory organization;
7. Accept any compensation other than a regular salary or wages from
the Company or an affiliated company for the sale or purchase of
investment securities to or from Variable Account I except as
permitted under applicable laws, rules, regulations, order, or other
interpretations of any government, agency or self-regulatory
organization;
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8. Engage in any joint transaction, participation or common
undertaking whereby the Company or an affiliated company participates
with Variable Account I in any transaction in which the Company or an
affiliated company obtains an advantage in the price or quality of the
item purchased, the service received or in the cost of such service,
and Variable Account I or the owners of the Policies are disadvantaged
in any of these respects by the same transaction; or
9. Borrow money or securities from Variable Account I other than under
a policy loan provision.
FURTHER RESOLVED, that the Company shall require any third party
providing administrative services to Variable Account I to adopt Standards of
Conduct encompassing the standards set forth above.
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