Exhibit 1
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This will certify that the following is a true and correct copy of a resolution
passed at a meeting of the Board of Directors of Great-West Life & Annuity
Insurance Company duly called and held on the twenty-ninth day of March, 1990,
at which meeting a quorum was present and acting throughout, and that said
resolution is still in full force and effect:
That the Company, pursuant to the provisions of Section 40-436 of the
Kansas Insurance Code hereby establishes a separate account designated
"FutureFunds Series Account II" (hereinafter "the Account"), for the
following use and purposes, and subject to such conditions as hereafter
set forth, said use, purposes, and conditions to be in full compliance
with Section 40-436 and all rules and regulations of the Kansas
Insurance Department;
Further resolved, that the Account shall be established for the purpose
of providing for the issuance by the Company of such annuity contracts
issued in connection with qualified government deferred compensation
plans authorized by Section 457 of the Internal Revenue Code and
annuity contracts issued in connection with qualified corporate plans
authorized by Section 401(k) and 401(a) of the Internal Revenue Code
("Contracts") as the President may designate for such purpose and shall
constitute a separate account into which are allocated amounts paid to
the Company which are to be applied under the terms of such Contracts;
and
Further resolved, that the income, gains and losses, whether or not
realized, from assets allocated to the 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 the Account
shall be to invest or reinvest the assets of the 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 four separate investment divisions be, and are
hereby established within the Account to which payments under the
Contracts will be allocated in accordance with instructions received
from policyowners, and that the President be, and hereby is, authorized
to increase or decrease the number of investment divisions in the
Account as he 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 the President, or a Vice President each be, and
are hereby 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 a Vice President each be, and
are hereby authorized to transfer fund 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 Contracts with respect to
the Account as deemed necessary or appropriate and consistent with the
terms of the Contracts; and
Further resolved, that the President of the Company be, and is hereby
authorized to change the designation of the Account to such other
designation as he may 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 Contracts, from the Commissioner of Insurance of
Kansas, and any other statutory or regulatory approvals required by the
Company as a Kansas corporation; 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 invest in securities
issued by one or more investment companies registered under the
Investment Company Act of 1940 as may be specified in the respective
Contracts; 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.
Dated at Englewood, /s/ Beverly A. Byrne
Colorado this 20th B.A. Byrne
day of September , 2000. Vice President, Counsel
and Associate Secretary
