EXHIBIT I
Proposed GIAC Board Resolutions Relating to
Variable Life Insurance Product
RESOLVED, that the Board of Directors of GIAC hereby establishes,
pursuant to Section 2932 of the Delaware Insurance Code, a separate account to
be designated THE GUARDIAN SEPARATE ACCOUNT K (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 variable life
insurance policies issued by GIAC through the Account (the "Policies"); and (b)
such assets of GIAC as the proper officers of GIAC may deem prudent and
appropriate to have invested in the same manner as the assets applicable to its
reserve liability under the Policies 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
Policies, 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 offering
allocation options to owners of the Policies through the Account which
correspond to: The Guardian Stock Fund, Inc., The Guardian Bond Fund, Inc., The
Guardian Cash Fund, Inc., Baillie Gifford International Fund, Inc., Value Line
Centurion Fund, Value Line Strategic Asset Management Trust or such other
open-end management investment companies registered with the Securities and
Exchange Commission ("SEC") under the Investment Company Act of 1940 (the "1940
Act") or other categories of investments which may hereafter be designated by
the officers of GIAC; and it is further
RESOLVED, that GIAC 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 GIAC separate accounts in connection with the operation of
the Separate Account; 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 GIAC 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 GIAC 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 GIAC
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 attached hereto as
Exhibit A; and it is further
RESOLVED, that the officers of GIAC are authorized and directed to
employ Guardian Investor Services Corporation to serve as distributor of the
Policies 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 GIAC or by the
Executive Committee of the Board; and it is further
RESOLVED, that the officers of GIAC 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 GIAC 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 officers of GIAC be and they hereby are
authorized to take whatever steps that 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 Policies; and it is further
RESOLVED, that the officers of GIAC be and they hereby are
authorized, in the name and on behalf of GIAC, 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.
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EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that __________________ whose
signature appears below, constitutes and appoints John K. Smith, Thomas R.
Hickey, Jr. and Richard T. Potter, Jr. and each of them, his attorney-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any registration statements and amendments to registration statements for THE
GUARDIAN SEPARATE ACCOUNT K and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Dated: , 1993 ________________________________________
