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AMERICAN FAMILY LIFE INSURANCE COMPANY
Directors' Meeting
August 7, 2000
RESOLUTIONS AUTHORIZING
A VARIABLE ANNUITY 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 II"
(hereinafter "Variable Account II") for the following uses and purposes, and
subject to such conditions as hereinafter set forth; and
FURTHER RESOLVED, That Variable Account II is established for the purpose
of providing for the issuance by the Company of certain deferred and immediate
variable annuity contracts (collectively, the "Contracts"), and shall constitute
a funding medium to support reserves under such Contracts issued by the Company;
and
FURTHER RESOLVED, That the income, gains and losses, whether or not
realized, from assets allocated to the Variable Account II shall, in accordance
with the Contracts, be credited to or charged against the Variable Account II
without regard to other income, gains or losses of the Company; and
FURTHER RESOLVED, That to the extent provided under the Contracts, that
portion of the assets of the Variable Account II equal to the reserves and other
contract liabilities with respect to the Variable Account II shall not be
chargeable with liabilities arising out of any other business the Company may
conduct; and
FURTHER RESOLVED, That the investment policy and objective of the
Variable Account II is to invest in shares of an investment portfolio of a
management investment company or in units or other interests in a unit
investment trust, real estate investment trust or other pooled investment
vehicle, which portfolio, trust or pooled investment vehicle has a stated
investment objective (hereinafter, a "designated fund"); and
FURTHER RESOLVED, That Variable Account II shall be divided into
subaccounts, and each subaccount in Variable
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Account II shall invest in the shares of a single investment portfolio of a
management investment company or in units or other interests in a unit
investment trust, real estate investment trust or other pooled investment
vehicle, as permitted by the Contracts; and
FURTHER RESOLVED, That the income, gains and losses, whether or not
realized, from assets allocated to each subaccount of variable Account II shall,
if provided for in the Contracts, be credited to or charged against such
subaccount of Variable Account II without regard to other income, gains or
losses of any other subaccount of Variable Account II; and
FURTHER RESOLVED, That this Board expressly reserves the right to: (1)
add or remove any subaccount of Variable Account II, (2) substitute shares of or
interests in one designated fund for another, or (3) change the designation of a
subaccount or of Variable Account II, as it may hereafter 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 to invest such amount or amounts of the Company's cash in Variable
Account II or in any subaccount as may be deemed necessary or appropriate to
facilitate the commencement of Variable Account II'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 between the Company's general
account and Variable Account II as deemed necessary or appropriate and
consistent with the terms of the Contracts; 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 II
as a unit investment trust under the 1940 Act, (b) register interests in the
Variable Account II (including the Contracts) in such amounts, which may be an
indefinite amount, as such officers of the Company shall from time to time deem
appropriate
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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 Contracts
for sale and the operation of Variable Account II 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 registration statements or
any amendments to registration statements, any undertakings, and any
applications for exemptions from the 1940 Act or other applicable federal
laws 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 II, and by
the Company as sponsor and depositor, 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 or director of the Company: (1) a Notification of Registration on
Form N-8A registering Variable Account II as an investment company under the
1940 Act, (2) a registration statement under the 1940 Act, (3) a registration
statement under the 1933 Act registering interests in Variable Account II
(including the Contracts), and (4) any and all amendments to the foregoing;
and
FURTHER RESOLVED, That the Executive Vice President, Legal is duly
appointed as agent for service of process 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 behalf of the Separate Account 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 interests in Variable Account II (including the Contracts),
including any registrations, filings and qualifications both of the Company, its
officers, agents and employees, and of 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
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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 II; 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 in the names and on behalf of Variable Account II and the Company
to execute and file irrevocable written consents on the part of Variable
Account II 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 the registration or qualification of the
Contracts, and to appoint the appropriate state official, or such other
person as may be allowed by insurance or securities laws, agent of Variable
Account II 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 Contracts with respect to securities owned by Variable
Account II; 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 execute such agreement or agreements as deemed necessary and
appropriate (1) 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 interests in Variable
Account II (including the Contracts), (2) 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 II and the
design, issuance, and administration of the Contracts, and (3) with the
designated funds and/or the principal underwriter and distributor of those funds
for the purchase and redemption of shares, units or interests in such designated
funds; 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 execute and deliver
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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, employees
and affiliates (each an "Employee") with respect to the purchase or sale of
investments of Variable Account II:
No Employee shall:
1. Employ any device, scheme or artifice to defraud Variable Account
II or the owners of the Contracts;
2. Make any untrue statement of a material fact with respect to the
investments of Variable Account II 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 II or the owners
of the Contracts;
4. Engage in any manipulative practice with respect to Variable
Account II or the owners of the Contracts;
5. Sell to, or purchase from, variable Account II 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 II 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 II except as
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permitted under applicable laws, rules, regulations, order, or other
interpretations of any government, agency or self-regulatory
organization;
8. Engage in any joint transaction, participation or common
undertaking whereby the Company or an affiliated company participates
with Variable Account II 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 II or the owners of the Contracts are disadvantaged in
any of these respects by the same transaction; or
9. Borrow money or securities from Variable Account II other than
under a Contract loan provision.
FURTHER RESOLVED, that the Company shall require any third party
providing administrative services to Variable Account II to adopt Standards of
Conduct encompassing the standards set forth above.
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