Ex. 1(b)
AMENDED AND RESTATED RESOLUTION FOR
JPF VARIABLE ANNUITY SEPARATE ACCOUNT II OF
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
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WHEREAS, the Board of Directors has today approved and adopted a Plan and
Agreement of Merger among Jefferson Pilot Financial Insurance Company (the
"Company"), Alexander Hamilton Life Insurance Company of America ("AH Life") and
Guarantee Life Insurance Company ("GLIC") whereby, among other things, AH Life
would merge with and into the Company (the "Merger"), resulting in the Company's
acquisition of all the assets and liabilities of AH Life and the termination of
AH Life's separate corporate existence upon the effectiveness of the Merger;
WHEREAS, AH Life established the Alexander Hamilton Variable Annuity Separate
Account (the "Separate Account") on or about January 24, 1994, which supports
issued and outstanding variable annuity contracts; and
WHEREAS, by virtue of the Merger, the Separate Account will be acquired intact
by the Company and will thereby become a separate account of the Company, and
the variable annuity contracts then supported by the Separate Account will
become contracts of the Company;
Intact Transfer of the Separate Account
NOW THEREFORE, BE IT RESOLVED, That, subject to receipt of any required
regulatory approvals, immediately after the Merger is consummated:
(a)(1) The Separate Account shall be transferred to the Company on the
date the Merger is consummated, shall continue as a separate account of the
Company and shall be considered to have been originally established on the date
shown above.
(2) The Separate Account shall retain its historical unit values for
the variable annuity contracts supported by such Account and issued and
outstanding at the time the Merger is consummated;
(3) The Separate Account shall be invested in the same underlying
investment vehicles as it was before the Merger;
(b) The foregoing resolution shall not affect any other separate account
of the Company, and each such other separate account shall continue to be a duly
authorized and validly established separate account of the Company;
(c) The name of the Separate Account after the Merger shall be the "JPF
Variable Annuity Separate Account II" until and unless later changed by the
Company; and
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(d) The officers of the Company hereby are severally authorized and
empowered to prepare, execute, deliver and cause to be filed on behalf of the
Company and the Separate Account, to the extent required or desirable under
state or federal law, any and all reports, registration statements and
applications for exemptive relief or approval, including any amendments thereto,
and any consents to service of process, acceleration letters and other papers
and instruments on behalf of the Company and/or the Separate Account or
otherwise, as may be necessary or desirable in order to carry into effect the
above resolutions.
Amendment and Restatement of Separate Account Resolution
WHEREAS, the Board of Directors of Jefferson Pilot Financial Insurance Company
(the "Company") has concluded that, in connection with the intact transfer of
the Alexander Hamilton Variable Annuity Separate Account (the "Separate
Account") to the Company and the renaming of the Separate Account as the "JPF
Variable Annuity Separate Account II", it is necessary and appropriate to amend
and restate the Resolution of the Board of Directors of Alexander Hamilton Life
Insurance Company of America ("AH Life") establishing the Separate Account,
adopted by unanimous written consent dated January 24, 1994, to include certain
powers and protections in the best interests of the Company and the owners of
contracts supported by the Separate Account;
NOW THEREFORE, BE IT RESOLVED, That effective on the effective date of the
Merger, the Resolution establishing the Separate Account, dated January 24,
1994, is hereby amended and restated as follows:
RESOLVED, That pursuant to Michigan Laws Annotated Section 500.925.A, AH Life
established the Separate Account by unanimous written consent dated January 24,
1994; and
FURTHER RESOLVED, That pursuant to the provision of Section 44-402-01 of the
Nebraska Insurance Code, and any regulations promulgated thereunder by the
Nebraska Director of Insurance, the Board of Directors of the Company does
hereby accept and establish the Separate Account for the purpose of allocating
thereto any amounts paid to or held by the Company in connection with the
issuance of variable annuity contracts (the "Contracts"), including but not
limited to, amounts held under optional settlement modes;
FURTHER RESOLVED: That the Chairman, the President, any Senior Vice President,
any Vice President and the Treasurer, or any of them, (herein "Officers") be,
and they each hereby are, severally authorized and directed, in conjunction with
the Company's independent certified public accountants, legal counsel,
independent consultants and/or such others as they may deem appropriate, to take
such actions as they deem necessary or appropriate to:
(a) Receive approval of the operation of the Separate Account by the
Nebraska Director of Insurance;
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(b) Register and maintain the registration of the Separate Account as a
unit investment trust under the Investment Company Act of 1940 (the
"1940 Act");
(c) Register the Contracts and such amounts, which may be indefinite
amounts, as the Officers shall from time to time deem appropriate
under the Securities Act of 1933, as amended (the "1933 Act");
(d) Register any investment company(s) in whose securities the Separate
Account will invest under the 1940 Act;
(e) Comply with the 1933 Act, the Securities Exchange Act of 1934, the
1940 Act and all other applicable federal laws and regulations in
connection with the offering of the Contracts for sale and the
operation of the Separate Account, including the submission of
requests for "no-action" letters, the filing of any registration
statements, amendments to registration statements, notification of
registration statements, any undertakings, and any applications for
exemptions; and
(f) Offer and sell the Contracts, including making any registrations,
filings and qualifications of the Company, its officers, agents and
employees, the Separate Account, and of the Contracts, under the
insurance and securities laws of any state or any other
jurisdiction, and in connection therewith to prepare, execute,
deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, irrevocable written
consents to service of process and other papers and instruments as
may be required under such laws, and to take any and all further
actions, such as appointing appropriate persons as agents as may be
required by state insurance and securities laws, which the Officers
or legal counsel may deem necessary or appropriate to maintain such
registrations, filings, or qualifications for as long as the
Officers or legal counsel deem it to be in the best interest of the
Separate Account and the Company;
FURTHER RESOLVED: That the Officers be, and they each hereby are, severally
authorized and directed to take such actions as they deem necessary or
appropriate in accordance with applicable laws and regulations to:
(a) Divide the Separate Account into one or more divisions or
subdivisions,
(b) Modify, consolidate, or eliminate any such divisions or
subdivisions,
(c) Change the designation of the Separate Account to another
designation, and
(d) Designate any further divisions or subdivisions thereof;
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FURTHER RESOLVED: That the Separate Account shall be divided into divisions and
subdivisions so that each division or subdivision may invest in the units or
shares of designated investment companies or series and classes thereof
("Permissible Investments") with the net payments received under the Contracts
as directed by the owners of the Contracts;
FURTHER RESOLVED: That amounts allocated to the Separate Account and any
accumulations thereon, or to any division of the Separate Account, may be
invested or reinvested in Permissible Investments without regard to any
requirements or limitations prescribed by the laws of the State of Nebraska
governing the investments of life insurance companies; provided, that except
with the approval of the Nebraska Commissioner, no reserves for:
(a) benefits guaranteed as to amount and duration; and
(b) funds guaranteed as to principal amounts or stated rate of interest
shall be maintained in the Separate Account;
FURTHER RESOLVED: That the Officers be, and they each hereby are, severally
authorized and directed to take such actions as they deem necessary or
appropriate in accordance with applicable laws and regulations to facilitate the
commencement and continued operation of the Separate Account, including but not
limited to investing cash in the Separate Account or in any division thereof in
compliance with applicable tax laws, and transferring cash or securities from
time to time between the Company's general account and the Separate Account so
long as such transfers are consistent with the terms of the Contracts;
FURTHER RESOLVED: That the Officers be, and they each hereby are, severally
authorized and directed to execute such agreement or agreements as they deem
necessary or appropriate:
(a) With any investment company registered under the 1940 Act in whose
securities the Separate Account will invest;
(b) With Jefferson Pilot Variable Corporation or any other qualified
entity, under which Jefferson Pilot Variable Corporation or such
other entity will be appointed principal underwriter and distributor
for the Contracts; and
(c) With one or more qualified banks or other qualified entities
including the Company or any of its affiliates to provide
administrative and/or custodial service in connection with the
establishment and maintenance of the Separate Account and the
design, issuance and administration of the Contracts;
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FURTHER RESOLVED: That the income, gains and losses, whether realized or not,
from assets allocated to the Separate Account, are in accordance with the
issuance of any Contract, credited to or charged against the Separate Account
without regard to other income, gains or losses of the Company, and, to the
extent permitted by law, are not subject to the general claims of creditors,
including under circumstances of insolvency or rehabilitation;
FURTHER RESOLVED: That the President of the Company, any Senior Vice President
of the Company, and any Vice President of the Company are duly appointed as
agents for service of process under registration statements on applications and
are duly authorized to receive communications and notices from the Securities
and Exchange Commission with respect thereto and exercise any powers given to
such agents by the rules and regulations under the 1933 Act and applicable state
law;
FURTHER RESOLVED: That any form of corporate resolution required by any state or
other jurisdiction in connection with any filing, registration, or approval as
contemplated in these resolutions is hereby adopted and the Officers be, and
they each hereby are, severally authorized and directed to certify to the
adoption thereof by this Board;
FURTHER RESOLVED: That the Officers be, and they each hereby are, severally
authorized and directed to establish such procedures as they deem necessary or
appropriate in accordance with applicable laws or regulations for providing to
the extent provided by law a pass-through of voting rights for owners of the
Contracts with respect to the shares of an investment company or companies,
attributable to them, owned by the Separate Account;
FURTHER RESOLVED: That the following general Standard of Suitability, which
expresses the policy of the Company with respect to determining the suitability
for applicants be adopted: No recommendations shall be made to a potential
applicant to purchase a Contract and no Contract shall be issued in the absence
of reasonable grounds to believe that the purchase of same is not unsuitable for
such applicant on the basis of information furnished after reasonable inquiry of
such applicant concerning the applicant's insurance and investment objective,
financial situation and needs, and any other information known to the Company or
to the sales representative making the recommendations;
FURTHER RESOLVED: That the following binding Standards of Conduct applicable to
the Company, its officers, directors, employees, and affiliates ("Persons") with
respect to the purchase and sale of investments of the Separate Account be
adopted:
(a) No Person shall engage in any action or activity which the Person
has reason to believe could in any way conflict with the Separate
Account's interest;
(b) No Person, directly or indirectly, shall, in connection with any
transaction, (1) employ any device, scheme or artifice to defraud
the Separate Account, (2) make to the Separate Account any untrue
statement of a material fact or omit to state to the Separate
Account a material fact necessary in order to make the statements
made, in light of the circumstances under which they are made, not
misleading; (3) engage in any act, practice or course of business
which operates or would operate as a fraud or deceit upon the
Separate Account, or (4) engage in any manipulative practice with
respect to the Separate Account;
(c) No Person shall accept, directly or indirectly, any gift, favor,
service, or anything
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of value from any broker, dealer or other person which could be
construed as being compensation for causing the Separate Account to
engage in any transaction with such broker, dealer or other person;
and
(d) Each Person shall keep confidential all information regarding past
or future transactions, investment programs and studies of the
Separate Account, except as may be required by applicable law or as
approved by the Company's Board of Directors;
FURTHER RESOLVED: That the Officers be, and they each hereby are, severally
authorized and directed to take such actions as they deem necessary or
appropriate, including executing and delivering such agreements and other
documents, to carry out and enforce the foregoing resolutions and Standards, and
the intent and purposes thereof.
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